ARTICLE I: BOARD OF DIRECTORS
SECTION 1. The management of the Society shall be vested in a Board of Directors composed of seven members who shall be elected at the annual meeting of the members or at any adjourned meeting thereof, except as stated in Section 2., and said Directors shall serve until the next annual meeting of the members or until their successors are elected and qualified.
SECTION 2. The Directors who are serving as President, Vice-President and Secretary-Treasurer shall automatically remain as Directors of the Society for one year immediately following their term of office.
SECTION 3. The Board of Directors shall exercise all of the powers of the Society either conferred upon it by law or by its certificate of incorporation except such powers as are by law reserved exclusively to the members.
SECTION 4. In case of vacancy on the Board of Directors through death, resignation, disqualification or for other cause, the remaining Directors may elect a successor to hold office until his/her successor shall be elected by the members and qualified.
ARTICLE II: OFFICERS
SECTION 1. The officers of the Society shall be elected by the Board of Directors by a plurality vote and all of the officers shall be elected from the members of the Board of Directors.
SECTION 2. The officers of the Society shall consist of a President, a Vice President, and a Secretary-Treasurer.
SECTION 3. The officers of the Society shall serve until the next annual meeting of the Board of Directors or until their successors are elected and qualified. Any officer of the Society may be removed by the Board of Directors at any time for or without cause.
SECTION 4. The officers of the Society, subject to the approval of the Board of Directors, may appoint or employ such agents, employees, or representatives as may be necessary to carry on the work of the Society, prescribe their duties, fix their compensation, if any, and dismiss them for or without cause and without previous notice.
ARTICLE III: DUTIES OF OFFICERS
SECTION 1. The duties of the officers shall be as set forth for the President, Vice-President, and Secretary-Treasurer in Roberts Rules of Order, Revised ed., which manual shall be parliamentary authority for the Society.
SECTION 2. In case of the death, resignation, disqualification, temporary or permanent, absence, or disability of any officer of the Society, his/her duties and powers may be delegated by the Board of Directors to any other officer of the Society or any Director of the Society for a specified time.
ARTICLE IV: COMMITTEES
SECTION 1. The President, with the approval of the Board of Directors, shall appoint annually an Executive Committee, a Membership Committee, a Nominating Committee and such committees as in the judgment of said Board may be necessary to conduct and transact the business of the Society.
SECTION 2. The Executive Committee shall consist of the President, the Vice-President, the Secretary-Treasurer, the immediate past President, and one additional Director. Three shall constitute a quorum and the Committee may act upon the majority vote of its members. The Executive Committee shall, during the intervals between the meetings of the Board of Directors, possess and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Society except as to such matters which the Board has, by resolution, expressly reserved to it. The Executive Committee shall keep full and fair records and accounts of its proceedings and transactions. All action by the Executive Committee shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to revision and alteration by the Board of Directors; provided that no rights of third persons shall be affected by any such revision or alteration.
SECTION 3. Each committee shall make such rules and regulations as from time to time it may deem proper for its own government and for the transaction of the business of the Society, subject to the approval of the Board of Directors, and shall make a written report of its actions to the Board of Directors at each meeting thereof. Committee meetings shall be held on the call of any member of the committee but the committee shall be deemed to be in continuous session and, between called meetings, may act upon the vote of its members, taken by telephone or otherwise.
ARTICLE V: MEMBERSHIP
SECTION 1. Any person having a serious interest in the geosciences shall be eligible for membership.
SECTION 2. Any applicant for membership shall let his/her intent be known to the Secretary and upon payment of annual dues to the Treasurer, shall become a member of the Society.
SECTION 3. Any member of the Society may resign his/her membership at any time, by written notice to the Secretary.
SECTION 4. Any member more than one (1) year in arrears in the payment of his/her dues shall be automatically dropped from the membership rolls.
ARTICLE VI: MEETINGS
SECTION 1. The annual meeting of the members of the Society shall be held each year during the month of September, October, or November at such time and place as may be designated by the Board of Directors by notice mailed by the Secretary at least ten days prior to the time of the meeting.
SECTION 2. The annual meeting of the Board of Directors shall be held in conjunction with the annual meeting of the members.
SECTION 3. Special meetings of the members of the Society shall be called upon the request of the President or the request of ten or more members of the Society, and notice of such special meetings shall be given by mailing notices of the time, place and purpose of such meetings to each member ten days prior to the date of such meetings.
SECTION 4. Special meetings of the Board of Directors shall be called upon the request of the President or upon the request of three or more members of the Board and notices of such meetings shall be given by mailing a written notice of the time, place and purpose of such meetings to each Director at least three days prior to the date of said meeting.
ARTICLE VII: DUES
SECTION 1. The fiscal year of the Society shall coincide with the calendar year.
SECTION 2. The annual dues of the Society shall be payable at the start of the calendar year and acceptable up to the date of the annual meeting. The amount of dues for each year shall be decided upon by the Executive Committee but in no case shall exceed five dollars ($5.00).
SECTION 3. Members whose dues are in arrears at the time of the annual meeting shall not be considered in good standing and shall not be permitted to vote or hold office.
ARTICLE VIII: CORPORATE SEAL
SECTION 1. The corporate seal shall be circular in form and shall have inscribed thereon the name of the corporation, the year of its incorporation and the words “|Incorporated, North Carolina.”
ARTICLE IX: QUORUM
SECTION 1. A majority of the number of Directors shall constitute a quorum at any regular or special meeting of the Board of Directors.
SECTION 2. Ten members of the Society shall constitute a quorum at any regular or special meeting of the members of the Society.
ARTICLE X: LIABILITY
SECTION 1. Neither the members, the Directors, nor the officers of the Society shall be liable or responsible for its debts or obligations.
ARTICLE XI: AMENDMENTS
SECTION 1. These by-laws may be amended or repealed by a majority vote of a quorum present at any meeting of the Board of Directors provided that written notice of the proposed amendments or repeal has been give to all members of the Board of Directors ten days prior to said meeting.
1. As adapted April 13, l985.
2. As amended October 18, 2002.