Ohio Geological Society Constitution
ARTICLE I. NAME
This society, which is incorporated under the laws of the State of Ohio, shall be called the “Ohio Geological Society”, also herein called the “Society”.
ARTICLE II. OBJECTIVES
The objectives of this society shall be:
- To support and foster the spirit of scientific research and education throughout the membership and the community at large.
- To advance and promote the science of geology as it relates to environmental protection, geotechnical engineering, computer science, geophysics, geochemistry, and other related fields.
- To advance the science of geology as it relates to petroleum, natural gas and associated liquids, groundwater, coal, shales, industrial minerals, and other natural resources.
- To promote the science of exploration for, and production of, the aforementioned minerals from the earth.
- To publish and otherwise disseminate through printed and digital media, information related to the science of geology and associated technologies.
- To inspire and maintain a high standard of professional conduct of its members according to the principles and the Code of Ethics of the American Association of Petroleum Geologists.
- To maintain and encourage intra- and inter-Society activities in order to enhance the Society’s programs and to encourage the affiliation of individual members with other scientific and technical organizations.
ARTICLE III. MEMBERSHIP
The members of this Society shall consist of persons concerned with the professional applications of the geological sciences.
Various classifications of memberships and the qualifications thereof shall be established by the Bylaws of the Society.
ARTICLE IV. GOVERNANCE
The government of this Society shall be vested in the Board of Directors (“the Board”) as provided in the Bylaws of this Society. A Board of Trustees (“the Trustees”) shall also be maintained to provide advice and judicial guidance. The manner of selection, the terms of office, the specific duties, responsibilities, and other matters relevant to such bodies and officers shall be as provided in the Bylaws of this Society. Any responsibility and authority of government of this Society not otherwise specified in these governing documents shall be reserved to the Board.
ARTICLE V. CORPORATE STATUS AND DISPOSITION OF ASSETS
The Society asserts that it is a corporation not for profit by its Constitution and the Articles of Incorporation recorded with the Secretary of State on January 31, 1966, and organized under the provisions of Chapter 1702 of the Ohio Revised Code. The Society also operates within the spirit and intent of Sections 501(C)(3) and 501(C)(6) of the United States Internal Revenue Code and declares that it is a scientific, educational society, not for profit and that it does not discriminate on the basis of sex, race, color or creed. It will distribute proceeds upon dissolution according to one or more purposes of Section 501(C)(3) or other purposes that may legally qualify. It is the Society’s purpose to meet all requirements to qualify under Section 170 of the Internal Revenue Code of 1954, which allows individuals and corporations to deduct contributions to the Society. The Society shall keep a corporate treasury, charge dues and fees, accept donations, and pay corporate expenses approved by the Board of Directors.
ARTICLE VI. AFFILIATION
This Society may affiliate with duly organized groups or societies which serve the needs of its members and which by objects, aims, constitutions, bylaws, or practice are functioning in harmony with the objects and aims of the Society.
The Ohio Geological Society was formed in 1961 and became an affiliate of the American Association of Petroleum Geologists (AAPG) in 1963. The Society participates in the affairs of the AAPG by electing representatives to the AAPG’s House of Delegates on three year terms; where the Society may qualify for more than a single Delegate, the terms shall be staggered.
The Society is a member of the Eastern Section (“Section”) of the AAPG, admitted in the year 1978. Per the Bylaws of the Eastern Section, the Society’s AAPG Delegates are members of the Section Council.
Bylaws of the Ohio Geological Society
ARTICLE I. MEMBERSHIP
Section 1. Member Classifications
The members of this Society shall be Members, Honorary Life Members, Associate Members and Student Associate Members.
- Members shall be geologists and persons engaged principally in geologic work, and provided they are graduates of an institution of collegiate standing in which they have done their major work in geology, or whose standing in the profession is well recognized as demonstrated on their application and approved by the Secretary.
- Honorary members shall be those who are deemed by the Board of Directors, having consulted the Trustees, to have made outstanding contributions to the profession, the science of geology, the advancement of the science, and/or the advancement of the Ohio Geological Society. Members of this classification are exempt from paying annual dues.
- Associate members shall be those persons who have an interest in geology.
- Student members shall be graduate students or undergraduates majoring in geology or related fields in a collegiate educational institution of recognized standing.
Members, Honorary, and Associates shall have voting privileges and shall be qualified to hold elected positions. The Society President and AAPG Delegates should be AAPG members in good standing.
Each candidate for membership shall submit an application on a form authorized by the Board of Directors and accompanied with an application fee equal to their annual dues. The Secretary shall act upon such applications in a timely fashion. Where doubt exists as to the suitability of any applicant for membership, the Secretary shall consult with the Board of Directors, and the final decision shall be made by the Board.
Annual dues in an amount to be determined each year by the Board shall be paid by members at the beginning of each calendar year, and payable no later than January 31, after which they shall be considered delinquent. Members who are in arrears for dues for a period of two months shall be deemed suspended and may be dropped from the rolls at the discretion of the Secretary. The Board may offer complimentary memberships for appropriate reasons at their discretion.
Each member shall be guided by the highest standards of business and professional ethics and conduct. The Code of Ethics of the American Association of Petroleum Geologists shall be used as a model for the standards of this Society and its members. Any member who, after proper investigation by the Board of Directors, is found guilty of violating any of these standards of conduct may be admonished, suspended, allowed to resign, or expelled from the membership by a majority vote of the Board of Directors, with the concurrence of the Board of Trustees.
Members agree to have their images in photos taken at Society events published in the Society newsletter and on the Society website.
ARTICLE II. BOARD OF DIRECTORS, OFFICERS AND OTHER ELECTED OFFICIALS
Section 1. Board of Directors
Board of Directors for the Society shall be elected by a vote of the membership, and shall serve for 1 year terms. The Board shall select from within their membership the four principal Officers (as described below) to serve with the Past President, to provide day-to-day governance of the Society.
Section 2. Officers
Officers shall consist of a President, Vice President, Past President, Secretary, and Treasurer. Each Officer shall have an equal vote in all matters concerning the governance of the Society.
Section 3. President
The President provides leadership and vision to the Society and communicates with the membership on a regular basis. The President shall be the presiding officer at all meetings of the Society. The President shall take cognizance of the acts of the Society, of its officers and staff and shall appoint such committees and committee members as required for the purposes of the Society. The President shall serve as the Chairman of the Board of Directors and serve as Past President in the year following the term as President.
Section 4. Vice President
The Vice President, in the absence of the President shall preside at the meetings of the Society and Board of Directors. The Vice President shall make all necessary arrangements required to conduct the meetings of the Society. The Vice President shall act as Chairman of the Program Committee and shall be responsible for engaging the speakers for the meetings and all speaker arrangements.
Section 5. Past President
The office of Past President shall be filled by the outgoing President. If the President is re- elected, so shall be the Past President.
Section 6. Secretary
The Secretary shall prepare and distribute the agenda and keep minutes of all business meetings of the Society and of the Board of Directors. All minutes will be gathered and maintained within the society’s corporate book. The Secretary will read the minutes of the prior meeting at the beginning of each meeting of the Board of Directors, which duty may be waived by the presiding officer. The Secretary shall review new member applications and assure membership records are up- to-date. The Secretary shall attend to all ordinary correspondence of the Society, and be responsible for informing the membership of Society activities.
Section 7. Treasurer
The Treasurer shall handle and be responsible for all incoming and outgoing monies of the Society. The Treasurer shall sign all checks or vouchers for monies disbursed, and shall make no payments from the treasury unless duly authorized by the Board of Directors. The Treasurer shall receive monies from dues, assessments, and all other sources and shall keep accurate and complete records thereof. The Treasurer, jointly with any other officer, shall sign all written contracts and other obligations of the Society The Treasurer shall present a written financial statement to the Board of Directors whenever so requested by the any member of the Board and shall provide a budget for the upcoming year at the first meeting of the Board following the new year. The Treasurer shall insure that the OGS designated agent completes all necessary legal filings to maintain the Societies’ incorporation status. At the first Board of Directors meeting following the election of the Board, a second member of the Board shall be agreed upon to act as Treasurer in the event that the Treasurer is unavailable. This officer shall have full access to all monetary accounts of the Society.
Section 8. Trustees
According to the Articles of Incorporation certified by the Secretary of State on January 31, 1966, a Board of Trustees is established. The Board of Trustees shall consist of at least three and not more than five members, elected to four-year staggered terms, one year apart, except the fifth Trustee, if any. The Trustees shall be selected at the same time as the Officers, with terms effective July 1. Trustees will elect their own Chairperson by August 1 each year and function in a judicial and advisory capacity to the Board of Directors.
Section 9. AAPG Delegates
As an affiliated society of the AAPG, the Society is eligible to elect delegates, and delegate alternates, to the AAPG House of Delegates. The number of delegates is based on the number of AAPG members affiliated with the Society per Article IV, Section 2 of the AAPG Bylaws. Election of Delegates and alternates shall follow the requisites set out in Article IV, Section 3 of the AAPG Bylaws. Members elected to the position of Delegates shall make all possible efforts to attend both the Eastern Section AAPG meetings and the AAPG Annual Convention and Exhibition and report back to the membership all salient items concerning governance and activities. Further duties of the delegates are described in Article IV, Section 5 of the AAPG Bylaws.
Section 10. Election Procedures
The Nominating Committee shall present a slate to the Board of Directors on or before April 30 each year. The Nominating Committee shall nominate at least four persons to run for the Board, and the appropriate number to run for Trustee and Delegate positions. In addition, the ballot shall contain a slot for write-in votes which, when filled in by a voting member, shall be considered of equal standing with all of those presented by the Nominating Committee. The consent of all nominees shall be obtained before they are presented as candidates. The Secretary shall conduct the election and make the ballot available through efficient means to all members who must complete and return the ballot within one week after distribution of the ballot unless otherwise stated by the Board. The Chairman of the Nominating Committee shall tabulate the results and certify them to the President. The President shall announce the names of the newly elected Board of Directors, Delegate(s), and Trustee(s) to the membership on or before May 31. Elected officials and other officials on the ballot shall be notified least 24 hours prior to notification of the general membership. The newly elected Board and all other elected officials shall assume office on July 1 in the year elected. At the first meeting of the Board, an election will be held to decide which Board member will serve as President and Chairman of the Board, Vice-President, Secretary, and Treasurer for the coming year.
Section 11. Vacancies
A vacancy in the office of President shall be immediately filled by the Vice President. In the event of a vacancy in any other offices, such vacancies shall be filled by Presidential appointment with concurrence of the Board.
ARTICLE III. BOARD OF DIRECTORS
Section 1. Executive Authority
The executive authority of this Association shall be vested in an Board of Directors which shall be composed of the following members: (a) President (b) Vice President (c) Past President (d) Secretary (e) Treasurer
Section 2. Jurisdiction
The Board of Directors shall have general executive control and management of the affairs and funds of this Society; these shall include, but are not be limited to: designation of time and place of meetings; determination of applicant qualifications and classifications; accepting, creating, and administering funds for purposes provided under the Constitution and Bylaws of this Society; establishing such fiscal policies as may be appropriate; and performing such other administrative duties as required to accomplish the objects and purposes of this Society. The Board shall meet on call of the President.
Section 3. Indemnification and Relief from Liability
The Officers of the Society, being the Board of Directors, and the Trustees shall be indemnified by the Society and shall be relieved from personal liability in all matters regarding the Society to the full extent authorized by the laws of the State of Ohio. Appropriate insurance shall be procured and maintained by the Society to cover liability of the Society and its Officers and Trustees. In the event of legal action against the Society, the Society shall be responsible to provide legal counsel for the Officers and Trustees, except in a case where in the opinion of the majority of the Board, the Officer(s) and or Trustee(s) are guilty of malfeasance or misconduct.
Section 4. Amendment of Certificate of Incorporation
The Board of Directors shall have the authority, by a three-fifths majority vote, to amend the Certificate of Incorporation of the Society.
ARTICLE IV. STANDING COMMITTEES
Section 1. Program Committee
The Program Committee shall be responsible for all technical programs and social activities of the Society at its regular meetings and at special meetings unless a special committee is formed for the latter function.
Section 2. Nominating Committee
The Nominating Committee shall be appointed by the Board of Directors. This Committee shall specifically recommend Board nominees on a one year term and the other nominees qualified for Trustee on staggered four year terms, and delegates on staggered three year terms. The Nominating Committee must select Board nominees as directed in Article II, Section 10 of the Bylaws. The Board of Directors may act as the Nominating Committee at the discretion of the President.
Section 3. Special Committees
Special Committees may be appointed by the President from time to time for such periods as the President deems necessary.
ARTICLE V. MEETINGS
The Society shall hold regular and special meetings as recommended by any member of the Board of Directors and approved by the President.
ARTICLE VI. AMENDMENTS AND CONSTITUTIONAL CHANGES
This Constitution may be amended by a three-fourths vote of members who submit official ballots on the amendment to be voted upon. The Secretary shall distribute the proposed amendments to all members who must complete and return the ballot within 1 week after distribution of the ballot.