CONSTITUTION AND BYLAWS
ASSOCIATION OF MID-ATLANTIC AQUATIC BIOLOGISTS, Inc.
¨ ASSOCIATION OF MID-ATLANTIC AQUATIC BIOLOGISTS: CONSTITUTION
Article 1. Name. The name of this organization shall be the Association of Mid-Atlantic Aquatic Biologists, Inc., abbreviated “AMAAB”.
Article 2. Purpose. The purpose of the Association shall be to promote further understanding of the aquatic biological communities in the Mid-Atlantic region (as defined as the states of Maryland, Delaware, Pennsylvania, Virginia, and West Virginia, and the District of Columbia), and its relationship to aquatic ecosystems, by providing a medium for exchange of appropriate information among the membership and with other professional societies and groups interested in aquatic ecosystems.
Article 3. Activities. The Association shall be organized and operated exclusively for scientific and educational purposes, and shall not be organized or operated for profit. No part of the income of the Association shall or may under any circumstances inure to the benefit of any individual, except that Association funds may be used to secure the services of individuals or organizations to make presentations at meetings of the organization. The Association shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office.
Article 4. Membership. Membership shall be open to anyone interested in the Association’s purpose, regardless of residence.
Article 5. Officers. The officers of the Association shall be a President, a Vice President, a Treasurer and a Secretary. Any member in good standing within the Mid-Atlantic region shall be eligible to hold office. The President and Vice President shall hold office for one year. The presidency and vice presidency shall rotate among representatives of the active jurisdictions in the mid-Atlantic region as identified in Article 2, based on which jurisdiction is hosting the annual meeting. The President shall be the Board member from the jurisdiction hosting the upcoming meeting. The Vice President shall be the Board member from the jurisdiction hosting the meeting in the subsequent year. The Vice President shall automatically become President at the conclusion of the annual meeting unless replaced through the elections. The Treasurer and the Secretary shall also be Board members, shall each hold office for two years, and shall be elected by the Board of Directors at the close of the annual meeting. One person may hold the office of Treasurer or Secretary for consecutive terms. The official term of the officers shall begin at the close of the annual Association meeting. One person may hold more than one office, except that one person may not be both president and vice president.
Article 6. Board of Directors. Eleven members of AMAAB shall constitute the Board of Directors. One member shall represent each of the five states, and The Interstate Commission on the Potomac River Basin who will serve as a proxy for the District of Columbia. Five members-at-large shall form the remainder of the Board. At large members will serve 2 year rotating terms such that 2 members will rotate out on even numbered years and 3 members will rotate out on odd numbered years. The term of each Board member shall begin at the close of each annual meeting.
Article 7. The President shall appoint a Nominations Committee consisting of at least three Board members no later than November of each year to develop a slate of candidates to be presented at the beginning of the first full day of the next annual meeting. Additional nominations may be made from the floor at the time that the slate prepared by the Nominations Committee is presented. Elections for the at-large members of the Board of Directors will be held at the end of the first full day of each Annual meeting. A simple majority vote by the members present at the meeting shall be sufficient to elect the Board members. If a Board position is contested, the candidate or candidates receiving the most votes shall be elected. Contested elections for the Board members representing the six designated positions shall be by a caucus of the general membership present with home addresses in that jurisdiction. Voting for the at-large members shall be by all members present. The Treasurer and the Secretary shall be voted upon by the new Board at the close of the annual meeting.
Article 8. Annual Meeting. There shall be at least one annual meeting each year. The meeting place shall be selected by the President and the hosting entity, but is ordinarily held at Cacapon State Park in West Virginia.
Article 9. Dissolution. Upon dissolution of the Association, the officers and Board of Directors shall vote to distribute the assets to one or more non-profit organizations within the mid-Atlantic region that promote the stewardship of aquatic environments.
Article 10. Ratification and Amendments. The Constitution shall become effective upon ratification by two-thirds of the members of the Board of Directors, and may be amended by a vote of two-thirds of the members of the Board of Directors. The initial constitution shall be presented to the general membership at the general session of the annual meeting prior to its ratification by the Board of Directors.
¨ ASSOCIATION OF MID-ATLANTIC AQUATIC BIOLOGISTS, Inc. -- BY-LAWS
Article 1. Membership of the Association. Membership is open to all attending the annual meeting. The Association regards the payment of registration fees as payment of annual dues.
Article 2. Membership of the Board of Directors. Eleven members of the Association in good standing shall constitute the Board of Directors, as specified by Article 6 of the Constitution. Members of the Board of Directors will receive all announcements and information regarding business of the Board of Directors and the Association.
Article 3. Office of the President. The President shall be responsible for the business of the Association, and the overall organization of the annual meeting. The President shall either assume the responsibilities of, or appoint, a Program and a Local Arrangements Chair for the annual meeting location that is designated during his/her term, and will work closely with the committee appointed to organize the meeting during his/her term. The President shall make other appointments that he/she deems necessary, and establish special committees required for the business of the Association. The office of the President shall rotate among the six Board members representing the political jurisdictions identified in Article 2 of the Constitution.
Article 4. Office of Secretary. The Secretary shall assist the President and shall work with the Local Arrangements Chair to ensure that meeting accommodations are in place. The Secretary shall organize and convene an annual planning meeting of the Board of Directors to discuss and plan the next annual meeting. This planning meeting will normally occur in the early fall. The Secretary shall prepare minutes of this meeting and distribute them to the board. The Secretary shall initiate other meetings and correspondence with the Board of Directors as necessary to ensure the business of the Association is conducted. The Secretary shall prepare any necessary reports for the Association. The Secretary shall assume the duties of President relating to the annual meeting upon the death, incapacitation, or resignation of the President.
Article 5. Office of Treasurer. The Treasurer shall keep the financial records of the Association, and shall present a financial report at each annual business meeting of the Board of Directors. This report shall be distributed each year to all members of the Board of Directors. The Treasurer shall be responsible for investing and disbursing monies of the Mid-Atlantic Aquatic Biologists Association as directed by the Board of Directors, and for disbursing funds necessary for the operation of the Association. All expenditures must be approved by a majority of the Board of Directors. The Treasurer shall obtain a surety bond for him/herself. The amount of each bond is to be determined by the Board of Directors, and the premium of each bond is to be paid by the Association. The Treasurer shall provide indemnification as prescribed in Article 8 of the By-laws. The financial records of the Association shall be available for inspection at any time upon the request of an officer, Board member, or general member of the Association.
Article 6. Annual Meeting. The annual meeting will be organized and convened on a rotating basis by a hosting entity among the states in the Mid-Atlantic region in the following order: (1) West Virginia, (2) Virginia, (3) Pennsylvania, (4) Maryland, and (5) Delaware. Federal agencies, the District of Columbia, and River Basin Commissions may be responsible for an annual meeting, and thus assume the Presidency of the Association, upon the mutual agreement of the agency and the Board of Directors. While the annual meeting is normally held the next to the last Thursday and Friday of March in any given year, the dates of the meeting may change depending on the location as determined by the hosting agency, but shall remain in the Spring season.
Article 7. Fiscal Year. The fiscal year for the Association shall be the calendar year.
Article 8. Indemnification. The Association shall indemnify any person who shall be an officer or committee member of the Association against legal expenses and liabilities reasonably incurred or imposed while serving as an officer or committee member.
Article 9. Ratification and Amendments. The By-laws shall become effective upon ratification by two-thirds of the members present at the Board of Directors meeting, and may be amended by a vote of two-thirds of the members present at the Board of Directors meeting. Proposed amendments to the Constitution or By-laws shall be presented to the Board of Directors for review at least 30 days prior to the need for a vote.
Article 10. Incorporation. The Association shall be incorporated as a non-profit organization in the State of Maryland, December 8, 2005.
Article 11. Resident Agent. The Resident Agent shall maintain a permanent Association address within Maryland. He/She shall maintain the Association as an incorporated, non-profit organization. He/She shall be responsible for duties of incorporation and provide guidance to the membership regarding incorporation.