CONSTITUTION

As Amended October 1994

NAME:

The name of this organization shall be the NEW ENGLAND ESTUARINE RESEARCH SOCIETY (NEERS).

PURPOSE:

The purpose of this organization shall be to bring together persons actively engaged in estuarine and coastal research and management for informal discussion and scientific exchange. NEERS is organized as a nonprofit society and shall be operated exclusively for educational purposes.

ORGANIZATION:

Not withstanding any other provisions of these articles, the organization is organized exclusively for one or more of the purposes as specified in Section 501 (e) (3) of the Internal Revenue Code of 1986, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under IRC 501 (c) (3) or corresponding provisions of any subsequent tax laws.

No part of the net earnings of the organization shall inure to the benefit of any member, trustee, director, officer of the organization, or any private individual (except that reasonable compensation may be paid for services tendered to or for the organization), and no member, trustee, officer of the organization or any private individual shall be entitled to share in the.distribution of any of the organization's assets on dissolution of the organization.

In any taxable Year in which the organization is a private foundation as described in IRC 509 (a), the organization shall distribute its income for said period at such time and manner as not-to subject it to tax under IRC 4942, and the organization shall not (a) engage in any act of self-dealing as defined in IRC 4941 (d), (b) retain any excess business holdings as defined in IRC 4943 (c), (c) make any investments in such a manner as to subject the organization to tax under IRC 4944, or (d) make any taxable expenditures as defined in IRC 4945 (d) or corresponding provisions of any subsequent Federal tax laws.

MEMBERSHIP:

Membership shall be limited to those whose activities are consistent with the purpose of the organization.

Written applications for membership will be accepted by the Treasurer, and applicants will become members upon payment of dues.

DUES:

Dues shall be set by the Executive Committee. Any change will be subject to the approval of the membership at a business meeting.

Dues are due and payable to the Treasurer at, or before, the spring meeting. Members who owe dues for two years will receive notice of the fall meeting but will automatically be dropped from membership, if still delinquent after the fall business meeting.

MEETINGS:

Meetings shall be held semiannually, during the spring and fall.

One meeting in each odd-numbered year may be a general meeting with affiliates of the Estuarine Research Federation.

One must be, or become, a member in order to give a scientific presentation at the meeting, unless invited by the President.

ATTENDANCE:

Attendance of business meetings shall be limited to members in good standing, except that visitors may attend with the approval of the President.

OFFICERS/EXECUTIVE COMMITTEE:

The officers of NEERS shall consist of a President, a President-elect, a Secretary, and a Treasurer. Terms of office shall be two years and individuals elected to the office of President/President-elect shall not be eligible for election again to that office. The individual elected as President-elect will acquire the duties of President two years subsequent to the date of election. The Secretary and the Treasurer may be reelected to the same office, but may serve no more than two terms in that capacity.

The President shall appoint one member of NEERS to serve as NEERS representative to the Governing Board of the Estuarine Research Federation (ERF). The President shall also appoint one member of NEERS to serve as NEERS historian, one member of NEERS to serve as Program Chair, and two members of NEERS to serve as at-large representatives on the Executive Committee.

The Executive Committee shall consist of the President, the President-elect, the Secretary, the Treasurer, the immediate past president, the Program Chair, the historian, the two at-large members and the NEERS representative to ERF.

DUTIES OF THE OFFICERS/EXECUTIVE COMMITTEE:

The President shall preside at all meetings of the membership and of the Executive Committee. If the President is unable to preside the Executive Committee may chose a President pro-tem to conduct the meeting.

The Secretary shall: 1) work with the meeting organizers and the Program Chair to issue an announcement of the meeting and call for papers at least eight weeks prior to the meeting date; 2) maintain an up-to-date list of the members which shall be named to the membership annually in the fall; 3) maintain and have available a copy of the Constitution for the information of any member; 4) record minutes of NEERS business meetings and Executive Committee meetings; 5) correspond with the Estuarine Research Federation; 6) prepare a Secretary's report for each NEERS business meeting.

The Treasurer shall: 1) collect, disburse, and account for all monies, including those pertaining to dues and meetings; 2) maintain bank accounts; 3) key records of dues payments by NEERS members; 4) notify, by letter in the spring, all members who are in danger of being dropped from membership after the fall meeting due to non-payment of dues; 5) consequently, notify Secretary as to which members should be dropped; 6) prepare a Treasurer's report for each NEERS business meeting.

The Program Chair, in conjunction with the local organizing committee, and with help from officers of the Society shall plan and carry out each NEERS meeting. They will work together to: 1) schedule meetings; 2) select and reserve facilities; 3) mail out to members the announcement and call for papers at least 8 weeks before the meeting; 4) develop the program; 5) mail the meeting program out to members before the meeting; 6) have printed the abstracts of presentations; 7) facilitate the smooth running of the meeting. The Program Chair shall receive and review abstracts, and have final responsibility for all aspects of each NEERS meeting.

ELECTIONS:

Elections of officers shall be by simple majority of the members present and voting at an election business meeting, which normally will be held in even- numbered years. Voting will be by secret ballot which shall be counted and destroyed by the out-going Executive Committee. Only the names of the elected officers shall be announced. In case of a tie, the out-going President shall cast the deciding vote.

AMENDMENTS:

Amendments to the NEERS Constitution shall be circulated to all members by mail at least six weeks prior to meeting dates. Adoptions of these amendments shall be by two-thirds of the members present and voting at the meeting.

ACCOUNTING:

The annual accounting period will end December 31 each year.

DISSOLUTION:

In the event of dissolution, any assets of NEERS shall be distributed to a fund, foundation or corporation organized and operated exclusively for the purposes specified in section 501 (e) (3) of the Internal Revenue Code.

APPENDIX B | APPENDIX D