AMERICAN GEOSCIENCES INSTITUTE CONSTITUTION
(Revised July 28, 2020)
Article I -- Name
This Institute, which is incorporated under the laws of the District of Columbia, shall be called the American Geosciences Institute.
Article II -- Purpose
The purpose of the Institute shall be to encourage the advancement of the earth sciences as an integrated field of scientific and professional endeavor in the broadest sense for the public welfare and the education of geoscientists, by coordinating and supplementing appropriate activities of its constituent societies and other organizations in
(a) promotion of research in the earth sciences and application of the fruits of this research to the public welfare;
(b) improvement of the qualifications and attainments of scientists in disciplines of the earth sciences by establishing and maintaining high standards of education;
(c) increase and dissemination of knowledge in the earth sciences by means of publications, conferences, meetings, reports, papers, discussions, and other means of scientific communication, and through such other activities as the constituent societies may request and agree to be desirable for accomplishing the stated high purposes of this organization;
(d) support inclusivity and diversity as defined in our professional standards of conduct.
Article III -- Membership
1. Member Society. Any society of national or international scope concerned with any of the earth sciences, the objectives of which are in keeping with the purposes of the American Geosciences Institute, shall be eligible to become a member society upon meeting conditions prescribed in the Bylaws.
2. Other Classes of Membership. Other classes of membership or affiliation may be established by the Board of Directors.
Article IV ‑‑ Government
The government of the Institute shall be vested in the eight (8) elected officers, a Board of Directors, and a Member Society Council. The composition of each body, the manner of selection, the terms of office, the specific duties, responsibilities, and other matters relevant to such bodies and officers shall be provided in the Bylaws. Any responsibility and authority of government of this Institute not otherwise specified in these governing documents shall be reserved to the Board of Directors.
Article V -- Dissolution
In the event that the Institute is dissolved, all of its property shall be transferred only to such other organization or organizations as shall be determined to have purposes and activities most nearly consonant with those of the Institute, provided that such other organization or organizations shall be exempt under Section 501 (c) (3) of the Internal Revenue Code or corresponding provision of the Internal Revenue laws.
Article VI ‑‑ Bylaws
The Member Society Council shall enact such Bylaws and amendments to the Bylaws not in conflict with this Constitution as may be necessary for the proper government of the Institute.
Article VII -- Amendments
The Constitution of the Institute may be amended by two thirds of the total votes of the Member Society Council, but such amendments shall not become effective until ratified by the governing bodies of the majority of the member societies.
AMERICAN GEOSCIENCES INSTITUTE BYLAWS
Article 1 -- Membership
1. Member Society. A member society shall be elected to membership in the Institute by the Member Society Council. Application for Membership shall be made in writing to the Secretary and circulated to the Member Society Council at least thirty (30) days prior to any scheduled meeting of the Council.
2. Voluntary Withdrawal by a Member Society. A member society shall have the right to withdraw from the Institute at any time, but after such withdrawal shall be required to discharge its debts and all remaining obligations to the Institute for a period of six (6) months, or for the remainder of that fiscal year, whichever period is longer.
3. Removal from Membership. Any member society or other member or affiliate, six (6) months after advance notice of such intended action, may be removed from membership by the Member Society Council.
4. Vested Rights or Title. A member society, or any other member or affiliate, or individual shall not have or accumulate, individually or collectively, any right, title or interest in any property or other asset of the Institute.
5. Readmission. A member or affiliate which has been separated may be readmitted by the Board of Directors. Readmission may be requested by letter to the Secretary.
Article II -- Finances
1. Dues and Financial Support. Financial support shall be provided by the member societies and other sources related to the purposes and activities of the Institute. Dues to be paid by each member society shall be based on the membership of the society. The Board of Directors shall have authority to establish annual dues to be paid by members or by other categories of membership or affiliation. Societies that do not collect membership dues may, at the discretion of the Executive Director, provide equivalent support to the Institute in lieu of dues. The Board of Directors may solicit and receive additional funds for Institute operations.
2. Fiscal Year. The fiscal year of the Institute shall follow the Federal fiscal year schedule: October 1 to September 30 of the following calendar year.
3. Insurance. Officers and employees of the Institute shall be covered by Directors and Officers Liability Insurance as directed by the Board of Directors.
Article III ‑‑ Member Society Council
1. Jurisdiction. The Member Society Council is the representative body of the Institute's member societies. The Council shall have responsibility for nominating and electing the officers of the Institute and the voting members of the Board of Directors. The Council shall also recommend to the Board of Directors nominees for the Institute's honors and awards. In addition to these duties, the Council serves in an advisory capacity to the Board of Directors and as a link between the Institute and its member societies. In this capacity, the Council shall keep abreast of the Institute's programs and functions and offer its recommendations to the Board of Directors. The Council shall report to the Board of Directors on all matters involving constitutional review referred to it and shall undertake any special projects wherein guidance is requested by the Board of Directors.
2. Nominations. The Council shall elect, from a slate of nominees and/or nominations from the floor, the Institute's officers and the Member at Large of the Board of Directors.
3. Honors and Awards. The Council shall recommend recipients for all honors and awards that may be established by the Board of Directors, or for which the Institute is requested to provide nominations.
4. Long‑Range Planning and Policy Review. The Council shall serve as a policy body to review the Institute's activities and advise the Board of Directors to make appropriate changes in programs and policies.
5. Constitution Review. The Council shall periodically review the Constitution and Bylaws and make appropriate amendments to meet the changing needs of the Institute.
6. Communications Link with Member Societies. The Council shall serve as a communications link between the Institute and its member societies -- keeping the societies abreast of Institute activities and advising the Institute of member society views and recommendations with regard to these activities.
7. Composition and Terms of Office. The members of the Council shall consist of the following:
a) One (1) member selected by each member society.
b) Current AGI President who Serves as Council Chairperson.
c) The immediate Past President and the preceding available Past President of AGI.
8. Meetings. The Council shall meet jointly with the Board of Directors, in the spring and in the fall. Meeting may be held in person or virtually. The Council will report to the Board of Directors at the joint meetings. The Council shall elect Institute officers and other members of the Board of Directors and identify candidates for Institute and other awards at its meeting in the spring.
A quorum shall consist of a minimum of 50% of the total votes of the member societies and a majority of the society representatives. Each Council Member has the right to designate an alternate who is a member of that society to assume membership for any formal meeting of the Council. Membership on the Council will begin the 1st of January next following the date of appointment, or on the date of appointment to an unexpired term of a former member. All matters to come before the Member Society Council shall be circulated in writing to its members and to the Board of Directors at least thirty (30) days prior to meetings, except that matters may be introduced from the floor on approval of two thirds of the votes of the Council.
9. Presiding Officer. The President of AGI shall serve as Chairperson of the Council and shall also be an ex officio member of all Council Committees. If the President is not available, the most recent available Past President shall serve.
10. Voting. Each society representative on the Member Society Council, in meeting assembled or by mail/email ballot, shall have one (1) or more votes according to the following formula based on the membership of the represented society: Each Past President of AGI serving on the Council, except the Chairperson, shall have one (1) vote unless also serving as a Society Representative, in which case he or she shall vote on behalf of the Society.
|1,000 or fewer||1|
|1,001 to 3,000||2|
|3,001 to 6,000||3|
|6,001 to 10,000||4|
|10,001 to 15,000||5|
|15,001 or more||6|
Electronic votes will be considered open until a quorum of votes is determined to be met.
11. Nominating Committee. The Nominating Committee shall consist of the two (2) Past President Council members and three (3) additional Council members. The most recent Past President shall be Chairperson. This Committee shall make nominations for officers and Members at Large for the Board of Directors and for recipients of honors and awards.
Article IV -- Board of Directors
1. Executive Authority. The executive authority of the Institute shall be vested in the Board of Directors consisting of the following members:
c) Past President
f) Three (3) Members at Large
g) Executive Director (ex officio, nonvoting)
h) The Chairperson of the American Geosciences Institute Foundation (ex officio, nonvoting)
i) Board of Directors may appoint an assistant Secretary (nonvoting)
2. Jurisdiction. The Board of Directors shall have general executive control and management of the affairs and funds of the Institute; these shall include, but not be limited to: maintaining and administering funds for purposes provided under the Constitution and Bylaws; and performing such other administrative duties as required by the Member Society Council to accomplish the objectives and purposes of the Institute.
3. Meetings. The Board of Directors shall meet in the spring, in the fall, and at such other times designated by the Board of Directors and at the call of the President. The Board of Directors shall report to the Member Society Council. A quorum shall consist of three (3) voting members.
4. President. The President shall serve as the Chairperson of the Board of Directors and oversees committee affairs, ensuring the integrity of the Board’s process in governing and supporting the organization. The President acts as the representative of the Board as a whole and shall appoint the members of all Committees provided for in the Bylaws.
5. President‑Elect. The President‑Elect shall succeed to the presidency at the end of the fall meeting of the Member Society Council or immediately in the event that the President becomes unable to serve. No sitting President shall be eligible for nomination to the office of President‑Elect. The President‑Elect shall work closely with the President so as to provide maximum continuity in operation of the Institute on assumption of the duties of the President.
6. Past President. The Past President shall serve for one year on the Board of Directors immediately following term as President. If the President becomes unable to serve, the Past President will immediately assume the Presidency. In addition, the Past President will work closely with the President and President‑Elect and other Board of Directors Members as well as Member Society Council Representatives to provide maximum continuity in operation of the Institute.
7. Secretary. The Secretary shall be responsible for recording the actions of the Board of Directors and shall perform other duties as may be directed by the Board of Directors. The Secretary shall serve a two (2)‑year term and may be reelected. The Secretary, in addition to the President, shall be authorized to sign official documents. The Board of Directors may appoint an assistant Secretary when the need arises.
8. Treasurer. The Treasurer shall be responsible for financial record maintenance of the Institute and work with the AGI Director of Finance to review financial reports, and interactions with accountants and auditors to help keep the Board informed of financial matters. The Treasurer shall serve as member of the Finance Committee and shall make the annual Treasurer's report to the Board of Directors and the Member Society Council. The Treasurer shall serve a two (2)‑year term and may be reelected.
9. Members at Large. Three (3) members of the Board of Directors shall be known as the Members at Large. These members shall be elected for three (3) year staggered terms. The Members at Large shall be representative of the diversity of the Member Societies and, when possible, provide appropriate geographic distribution.
10. Executive Director. The Board of Directors shall select and employ an Executive Director of the Institute who will serve as the Chief Executive Officer. The Executive Director will be an ex officio, non-voting member of the Board of Directors. Board of Directors policies shall be implemented by the Executive Director, who shall have charge of the Institute headquarters and staff personnel as authorized by the Board of Directors as outlined in the position description. The Executive Director shall be the Registered Agent of the Institute and shall be empowered to affix the Corporate Seal and execute official documents of the Institute, shall be the person to whom all official notices to the Institute will be addressed, and shall be responsible for the physical custody of all official documents held in repository at Institute headquarters. The Executive Director will assist in the work of all committees to ensure the effectiveness of the activities of the Institute. For continuity of operations at least one other Program Director of the Institute must be designated to certify and execute official documents in the event the Executive Director is indisposed.
11. Election of Officers and Member at Large. The Nominating Committee shall, during the first quarter of the calendar year, select from the past or current membership of the Member Society Council, or the former Board of Directors, or from among those who have served as an elected officer of an AGI member society, one (1) nominee for the office of President-Elect, and one (1) nominee for one (1) Member at Large, and in alternate years one (1) nominee for the office of Secretary, one (1) for Treasurer, for the succeeding term of office. The Member Society Council shall elect officers for the succeeding term at its second‑quarter meeting.
12. Terms of Office.
(a) The President shall serve from the close of the fall meeting to the close of the next succeeding fall meeting.
(b) The President‑Elect shall succeed to office at the close of the fall meeting.
(c) The Past President shall serve one year immediately following term as President.
(d) The Secretary and Treasurer each shall serve a two (2)‑year term. The terms shall begin at the end of the fall meeting and shall overlap.
(e) The Members at Large shall serve three (3)-year terms that shall begin at the close of the fall meeting.
13. Succession of Officers and Vacancies. In the event of the death, disability, or resignation from office of the President, the Past President shall assume that title and duties of office for the remainder of the current term. Any other officer or Member at Large who, at any time during the term of office, or time of being an officer designate, shall suffer death, disability, or shall resign, shall be succeeded in that term of office by any otherwise qualified person designated by the Board of Directors.
14. Rapid Response. The officers responsible for rapid response decisions of the Institute shall be the following:
These officers will respond to emergency issues of concern to the Institute without the need for a full Board of Directors vote. Contact will be through the Executive Director. Decisions will be reviewed by the Board of Directors at their next meeting.
Article V ‑‑ Committees
1. Finance Committee. A standing Finance Committee shall oversee the financial affairs of the Institute. The outgoing Treasurer shall serve as chairperson of the Committee for two years. Membership on the Finance Committee shall be governed by the Finance Committee Charter.
2, Audit Committee. A standing Audit Committee shall oversee the financial audits of the Institute. The current Treasurer shall serve as chairperson of the Committee. Membership of the Audit Committee shall be governed by the Audit Committee Charter.
3. Governance Committee. A standing Governance Committee shall oversee recruitment to Institute leadership positions and awards, through its appointment of the Nominating Committee. The Committee shall periodically review Institute policies including but not limited to whistleblower protection, document retention, ethics, and diversity/inclusion as further defined in the Governance Committee Charter. The Past President shall serve as chairperson of the Committee with support from the Executive Director.
4. Standing Committees. The Board of Directors shall establish or dissolve such standing committees as are required for the conduct of Institute business. New Members of such standing committees shall be divided into three equal staggered classes, each class serving for three years. Members of such standing committees shall be appointed by the President.
5. Ad Hoc Committees. The President shall establish, as needed, ad hoc committees and select the members of such committees.
Article VI ‑‑ Rules of Order
The proceedings of all bodies of the Institute shall be governed by Robert's Rules of Order, Newly Revised, except as otherwise provided in the Bylaws.