ABILENE GEOLOGICAL SOCIETY

MAY 2010

PROPOSED CHANGES IN THE BYLAWS

OF THE

ABILENE GEOLOGICAL SOCIETY

 

The Bylaws Committee has finished the final draft of the revised bylaws. The original Bylaws were written in 1961. The proposed changes are to reflect the current way the Society is conducting business. Changes to the bylaws include: “including environmental geology with petroleum geology in our science field designation”, defining “Active & Associate” members, the addition of President Elect as an officer, redefining our fiscal year, addressing nominations and voting for officers, and changing the annual dues from $3.00 to be determined (sorry).

Please review the changes made in our bylaws below. The active members will vote on the revised bylaws at our final business meeting in May, 2010.

Thanks to our seven committee members who spent hours hammering out the revisions. They are:

Don Christensen, Don Duncan, Olin Macnamera, Darrell Mauldin, Monte Meers, Buford Salters, and Russell Taylor.

 

 

 

 

 

Proposed changes are shown in red.

 

BYLAWS

 

OF

 

ABILENE GEOLOGICAL SOCIETY, INC.

 

 

 

ARTICLE I

 

The name of the corporation shall be Abilene Geological Society, Inc.

 

 

 

ARTICLE II

 

The principal office of the corporation shall be located at Abilene, Taylor County, Texas.  Other office for the transaction of business may be located at such places as the Board of Directors may from time to time determine.

 

 

ARTICLE III

 

The objectives of the corporation shall be to promote the sciences of petroleum geology, environmental geology and related  technologies in West Central Texas; to foster the scientific spirit in fields of petroleum geology, environmental geology, and related technologies; to encourage professional cooperation among geologists and associated scientists; and to publish learned and professional publications in the fields of petroleum geology, environmental geology,  and related technologies and distribute the same to interested members of the profession and public.

 

 

ARTICLE IV

 

(a) The membership of the corporation shall consist of active members, associate members and honorary life members.

(b) An active member is here defined as any person of integrity and principle, residing within the Abilene area of the American Association Petroleum Geologists who is eligible for active membership in said American Association of Petroleum Geologists as outlined in its constitution.  The Board of Directors may waive degree requirements if in its judgment an applicant has adequate professional experience and has attained standing in the profession. Any prospective active member shall be admitted to active membership in this corporation if and when the Board of Directors, as hereinafter constituted, shall have favorably acted upon his or her application.

(c)  Active members as defined herein shall be eligible to vote, to hold office or sponsor applications for new members.

(d) An associate member is defined as:

 

(1) Any person who fulfills the requirements of an active member, as defined above, but resides outside the Abilene area of the American Association of Petroleum Geologists.

(2) Any person of integrity and principle who is engaged in geoscientific problems or who is doing work associated with petroleum geology, including petroleum exploration and exploitation, or any person who, in the opinion of the Board of Directors, would be a desirable associate member, but who cannot fulfill the requirements for active membership.  Any prospective associate member shall be admitted to associate membership only when the Board of Directors has reacted favorably to the application for associate membership.  Associate members shall not be eligible to vote unless serving as an officer of the corporation.

(3) Abilene Geological Society Associate members may hold any office in the Association except that of President, President-Elect and/or Vice President.  No more than two (2) associate members may serve on the Board of Directors at one time.  An associate member serving as an officer shall have voting privileges in all voting matters of the corporation

 

(e) An Honorary Life Member is here defined as an active member or associate member who have contributed long, distinguished service to the geological profession and have been elected as Honorary Life Member by the Board of Directors.  Honorary Life Members shall not be required to pay dues.  Honorary Life Members shall be eligible to vote and to hold office and sponsor applications for membership, if they have, before their election as Honorary Life Member, served as a member in this organization.

(f) Each applicant for active or associate membership shall submit an application for such membership on a form authorized by the Board of Directors and shall be sponsored by one active member, and the application shall state education, training and experience and such other facts as the Board of Directors may prescribe from time to time.  In the event the Board of Directors shall judge that the applicant’s qualifications meet the requirements of the Articles of Incorporation and these Bylaws, such applicant shall be elected to active or associate membership. Should the applicant apply for active membership, and the Board of Directors determines the applicant does not meet the requirements for active membership; the Secretary shall notify the applicant of the change to associate membership.

 

ARTICLE V

 

Each active, associate and honorary member shall be guided by the highest standards of business ethics, personal honor and professional conduct as exemplified by the Code of Ethics of the American Association of Petroleum Geologists.

 

 

ARTICLE VI

 

(a) Any member may resign from the corporation at any time.  Such resignation shall be in writing and shall be accepted by the Board of Directors.

(b) Any member who is in arrears of payment of dues or legally incurred indebtedness to the corporation shall be suspended from the corporation.  The Board of Directors shall restore former membership status to any such suspended member or associate member when the indebtedness has been liquidated.

(c) Any member who after proper investigation is found guilty of violating any of the standards of conduct prescribed in Article V, hereof, may be admonished, suspended, allowed to resign or expelled from membership at the discretion of the Board of Directors.

 

 

ARTICLE VII

Officers

(a) The officers of the corporation shall consist of President, President-Elect, Vice-President, Secretary and Treasurer.  The Board of Directors may designate other officers of the corporation from time to time. 

(b) The Board of Directors shall act as a nominating committee.  They shall nominate one or more candidates for each office here stipulated.  The nominations shall be announced at the annual meeting in May and nominations from the floor called for.  If only one person is nominated for each office, then election shall be by general consent.  If more than one person is nominated for an office, election shall be by ballot.

(c) All officers shall be elected at the annual meeting held in May.

 

Duties of Officers:

(a) The President of the corporation shall preside at all membership and director’s meetings and shall be the Chairman of the Board of Directors;  shall call special meetings of the membership and Board of Directors, shall appoint all committees and delegates, except as otherwise provided in the Articles of Incorporation and these Bylaws, and shall, with the prior consent of the Board of Directors, execute all written contracts and other obligations of the corporation, and shall perform all such duties as properly related to the office. 

(b) President-Elect of the corporation will learn the duties of President by observing at board meetings the fiscal year prior to his term.

(c) In the absence of the President, the Vice-President shall preside over such meetings and perform the duties of the President as herein enumerated.   In case of resignation or the inability of the President to complete the term, the Vice-President shall succeed to the office of President. 

(d) The Secretary of the corporation shall assume the duties of the Vice-President in absence of the Vice-President, shall issue notices of all directors’ and membership meetings and shall attend and keep the minutes of the same, shall attend to all correspondence, including the sale of the publications of the corporation and keep a current and up-to-date membership list.  The Secretary shall have charge of all corporate books, records and papers, shall be custodian of the corporate seal, if any, and shall perform all such duties as are incident to his office.

(e) The Treasurer of the corporation shall assume the duties of the Secretary in absence of the Secretary, shall account for all money and property belonging to the corporation, and all money paid out, and shall receive and pay all bills and accounts properly authorized, shall be responsible for accurate financial records of the corporation at all times, shall prepare an annual financial report of the corporation and shall perform such other duties as may relate to such office.  The Treasurer shall keep or cause to be kept regular books of account, which books and records shall be open to inspection and examination by the members at any and all reasonable times.  Further, the Treasurer shall cause to make an annual review covering all the financial transactions of the corporation and the condition thereof, as of the end of the fiscal year, and present the same to the Board of Directors and the members at the annual meeting of the corporation.  The Treasure shall submit records for annual audit performed by the Board of Directors or designate of.

ARTICLE VIII

 

(a) There shall be an annual meeting of the members, to be held on the 3^rd Thursday in May in each year at the principal office of the corporation, or in some place either within or without the State of Texas, as the Board of Directors shall direct.  Notice of such annual meeting shall not be required.  At each such annual membership meeting, the directors shall submit a statement of the business done during the preceding year, together with a report of the general financial condition of the corporation, together with the review of the books thereof, and a report of the condition of its tangible property.

(b) At all membership meetings of this corporation, each active member shall have one vote, and (10%) of the active members of the corporation, represented in person, shall constitute a quorum.  The vote of the majority of the votes entitled to be cast by the active members present, at a meeting at which a quorum is present, shall be the act of the membership.  A member must vote in person.  Cumulative voting shall not be allowed in electing the officers of this corporation.

(c) Special meetings of the members may be called at any time by the President or the Board of Directors, by mailing, e-mailing or facsimile to each member a written notice of the time, place and purpose thereof, such notice to be delivered not less than three days not more than fifty days before the date of the meeting.  Special meetings, however, may be held at any time by unanimous consent of the members, and such members may waive notice of all special meetings.

(d) The Board of Directors of this corporation shall consist of the officers enumerated above, the immediate Past President, and, at the discretion of such officers, either one, two or three active members chosen by such officers from the membership at large.  The annual meeting of the Directors shall be held following the annual meeting of the membership.  Regular meetings of the Board of Directors may be held without notice.  Special meetings of the Board of Directors may be called by the President by either written, e-mail or oral notice, and at any time prior to the convening of said meeting.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining directors.  A director elected to fill a vacancy shall be elected for the unexpired term of the office.  A majority of the number of directors fixed by the Bylaws and as selected by the officers of this corporation, shall constitute a quorum for the transaction of business.  The act of a majority of the directors present at the meeting at which a quorum is present shall be the act of the Board of Directors.

(e) The Board of Directors may vote by mail, facsimile, e-mail or phone to conduct business between meetings of the Board of Directors.

(f) The corporation shall indemnify any and all of its officers or directors or former officers or directors or any person who may have served at its request as a director or officer for expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they, or any of them, are made parties, by reason of being or having been officers or directors, except in relation to matters as to which any such officer or director shall be adjudged in such action, suit or proceeding, to be liable for negligence or misconduct in any performance of duty.  Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled, under the Bylaws, by agreement, vote of members or otherwise.

 

 

ARTICLE IX

 

 

The fiscal year of the corporation is established as June 1 through May 31 of each such year.

 

 

ARTICLE X

 

The President shall appoint special committees for programs, field trips, awards, insurance, stratigraphic studies and other committees as may be deemed necessary by the Board of Directors.  Such committees shall constitute in existence from the date of such appointment until the subsequent annual meeting of the membership or until their duties have been completed.

 

 

ARTICLE XI

 

Dues for active and associate members shall be determined by the Board of Directors for each fiscal year and are payable in advance unless increased or decreased by the members at the annual meeting established by these Bylaws.  Funds of the corporation shall be disbursed only for routine purposes, except upon recommendation of the Board of Directors confirmed by a two-thirds vote of the members present at either the annual or a called meeting of the membership.  In the event of the dissolution of this corporation, the assets of the same shall be donated to some geological cause at the discretion of the then existing Board of Directors.

 

 

ARTICLE XII

 

The Articles of Incorporation and the Bylaws may be amended by vote of two-thirds of the active members present at any annual, special, regular or called meeting of the corporation, but only in the event such amendment has be presented for discussion at least one month prior to the meeting at which the ballot is taken and provided a quorum is present at such meeting.

 

The above and foregoing Bylaws of Abilene Geological Society, Inc., are duly adopted by the active members this, the ______ day of ________month, 2010.