Logo

Constitution

November 7, 2014 Revision
WHEREAS, The Florida Association of Benthologists was formed in 1987, and was incorporated as a non-profit organization on 13 April 1992 to provide a forum for the interchange of information and training for benthologists and scientists in related disciplines, the following Constitution and By-Laws are hereby adopted by the Executive Committee and ratified by the Association.

ARTICLE I. NAME
Section 1. The organization shall be known as The Florida Association of Benthologists, abbreviated “FAB”.

ARTICLE II. PURPOSE
Section 1. The Florida Association of Benthologists is a non-profit educational and scientific organization. It shall be the purpose of the Association to:
(a) organize meetings which will provide a forum for the efficient exchange of information among members (state and federal agencies, students, and faculty of various educational institutions, environmental groups, environmental consultants, and other interested parties);
(b) gather and disseminate information useful to benthic ecologists and other professional scientists;
(c) promote public awareness of the usefulness of benthic organisms in aquatic pollution and habitat assessment;
(d) receive gifts and grants of money and property of every kind and to administer the same for the purposes outlined above, in keeping with the provisions of Section 501 (c) (3) of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue Law);
(e) promote awareness of rare or endangered benthic organisms and their habitat requirements.

ARTICLE III. ACTIVITIES
Section 1. 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 net earnings of the Association shall or may under any circumstances inure to the benefit of any individual, except in the case of awards, prizes, or grants given in support of Association programs.

Section 2. The Association shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office.

ARTICLE IV. MEMBERSHIP
Section 1. All persons interested in aquatic organisms shall be eligible for membership.

Section 2. Application for membership shall be submitted to the Treasurer. An applicant will be considered a member only upon payment of dues.

Section

Section 3. The Executive Committee may expel any member of the Association for such cause as it may deem sufficient for expulsion. This action may be taken only after unanimous approval by the members of the Committee. Petition for expulsion shall be presented to the Secretary for presentation to the Executive Committee. On expulsion, the departing member shall be refunded all dues paid for the current year. An expelled member may be reinstated by unanimous affirmative vote of the Executive Committee.

Section 4. A lifetime membership in FAB may be given to individuals as recognition of outstanding achievement in the pursuit of scientific or educational work related to benthic organisms or for exceptional service to the organization. The Chair of the Executive Committee shall submit nominations of candidates for lifetime membership to the Executive Committee. Candidates shall be considered for lifetime membership by the Executive Committee, and must be approved by a two-thirds majority of the committee members. Benefits of lifetime FAB membership shall include exemption from payment of fees for annual dues and registration for the annual meeting for life.

ARTICLE V. OFFICERS
Section 1. The officers of the Association shall consist of a President, a President-Elect, a Secretary, and a Treasurer. Any member of the Association shall be eligible to hold office.

Section 2. The business and affairs of the Association, not otherwise provided for, shall be controlled by an Executive Committee. The Chair, who is non-voting except in case of ties, is elected by the Executive Committee from among the active members of the Executive Committee. The Executive Committee shall consist of at least 15 voting members including the officers, Immediate Past President, the Editor of the newsletter, the Assistant Editor, three At-Large members (preferably one from industry/business), and one active member of the Association appointed by the President from each of the following groups: (a) state government, (b) other government, (c) environmental consulting firm, and (d) college/ university. The Executive Committee Chair shall conduct Executive Committee meetings and assist the officers with organization business. The appointed members of the Executive Committee shall continue to serve until removal or resignation. The term of the Executive Committee Chair shall be concurrent with his/her term on the Executive Committee until removal or resignation. A quorum will be considered complete when at least 8 executive committee members are present at the meeting. The Executive Committee may designate alternates to serve for official meetings when Executive Committee members are unable to be present. Alternates shall vote on issues before the Committee as instructed by the missing Executive Committee member or by their own conscience if not so instructed.

Section 3. The Executive Committee shall make recommendations concerning the policies and activities of the Association and shall review the Constitution and By-Laws as needed. Recommended changes shall be presented and acted upon at the annual business meeting.

Section 4. Members of the Executive Committee or other committees may be removed from office by a two-thirds vote of FAB members at the annual business meeting.

ARTICLE VI. ELECTIONS
Section 1. The Immediate Past President, who shall serve as Chair, and at least two other members appointed by the Chair, shall form a Nominating Committee and nominate three candidates (if available) for each elective office to be filled for the ensuing year. The unexpired term of President-Elect, Secretary, or Treasurer, vacated because of incapacitation, death, or resignation, shall be filled by a majority vote of members responding within 30 days to a special mail ballot. In emergency situations, interim appointments can be made by the Executive Committee.

Section 2. The President shall be elected for the term of two years, and shall not be eligible to succeed him/her self. The Secretary and Treasurer shall also be elected for two-year terms but shall be eligible for re-election indefinitely. For each office, the nominee receiving the highest number of votes shall be elected. The term of office for elected officials shall begin at the close of the annual business meeting at which the election was held.

ARTICLE VII. DUTIES OF OFFICERS
Section 1 Office of President. The President shall be responsible for the business of the Association, and shall organize and plan the meetings. He/She shall appoint a Program and a Local Arrangements Chair for the annual meeting and workshops. He/She shall appoint members to the Executive Committee. He/She shall make other appointments that he/she deems necessary, establish special committees required for the conduct of business of the Association, and shall serve as a voting member of the Executive Committee.

Section 2. Office of President-Elect. The President-Elect shall assist the President and shall serve as a voting member of the Executive Committee. He/She shall assume the duties of President upon the death, incapacitation, or resignation of the President or in absence of the President, and this assumption of duties as President shall not alter in any way his/her normal term as President. During the two-year term of office, he/she shall make preliminary plans for his/her term as President, and for any meetings at which he/she will preside.

Section 3. Office of Secretary. The Secretary shall be responsible for keeping the minutes of business meetings and the Executive Committee meetings, as well as the normal correspondence of the Association upon request. He/She shall oversee all authorized mail ballots. The Secretary shall submit an annual report of the Secretary’s activities to the Association. All historical records shall be kept in the possession of the Secretary. Upon the death, incapacitation, or resignation of the Treasurer, he/she shall assume the duties of the Treasurer until a new Treasurer is elected. He/She shall serve as a voting member of the Executive Committee.

Section 4. Office of Treasurer. The Treasurer shall keep the financial records of the Association and shall present a financial report at each annual business meeting. This report shall be distributed each year to all members of the Executive Committee and to members of the Association upon request. The Treasurer shall be responsible for collecting the annual dues, maintaining the Association’s bank account, for investing and disbursing moneys of the Florida Association of Benthologists Endowment Fund for Scientific Research and Education as directed by the Executive Committee, and for disbursing funds for the operation of the Association. Proposed expenditures in excess of budget and any expenditure of an amount greater than 0.00 must be approved by the President and Chair of the Executive Committee. The Treasurer shall not make expenditures in excess of available funds. The Treasurer shall obtain a surety bond for him/herself and the Local Arrangements Committee Chair. The amount of each bond is to be determined by the Executive Committee, and the premium of each bond is to be paid by the Association. The Treasurer shall provide indemnification as prescribed in Article XII of the Constitution. Upon the death, incapacitation, or resignation of the Secretary, the Treasurer shall assume the duties of the Secretary until a new Secretary is elected. He/She shall serve as a voting member of the Executive Committee. The financial records of the Association shall be available for inspection at any time upon the request of an officer of the Association, or at the annual business meeting upon request by a member of the Association.

ARTICLE VIII. MEETINGS
Section 1. There shall be at least one annual meeting of the Association, which shall include an Executive Committee meeting and a business meeting. Five percent of the membership of the Association shall constitute a quorum at the business meeting. The President (or if absent the President-Elect) shall preside at the business meeting. The Executive Committee Chair and the Standing Committee Chairs shall report their committees’ activities to the membership at the annual business meeting. Elections for officers shall be held during the annual business meeting, when appropriate. Other meetings and workshops may be scheduled as considered appropriate by the Executive Committee.

Section 2. A quorum of at least 50% of the standing members of the Executive Committee shall meet prior to the annual business meeting to discuss any motions to be presented at the annual business meeting.

Section 3. Each person attending the annual meeting, spring workshop, or fall workshop shall pay a registration fee of such amount as determined by the Executive Committee. Registration fees may be waived under special circumstances as approved by a majority vote of the Executive Committee.

Section 4. The President and President-Elect shall determine the places of meetings and workshops, which will be announced in the Florida Benthological Newsletter. Notice of the Annual Meeting will be published in a Florida newspaper of state-wide distribution, published on the FAB website, and a local newspaper where the meeting will be held. The Chair shall call meetings of the Executive Committee as needed during such events.

Section 5. Special meetings of the Association may be called by the Secretary upon written request of the President or ten active members. Such request shall state the purpose for which the meeting is to be called and the time and place where it is to be held. No other business, except that specified in the call, shall be transacted, except by unanimous consent of the members present.

ARTICLE IX. RATIFICATION AND AMENDMENTS
Section 1. The Constitution and By-Laws shall become effective upon ratification by two-thirds of the members present at the annual business meeting, and may be amended by a vote of two-thirds of the members present at the annual business meeting, or in emergency, by two-thirds of the members responding to a mail ballot. Proposed amendments to the Constitution or By-Laws shall be presented to the Executive Committee for review prior to the annual meeting. Copies of proposed amendments will be distributed to the membership at the annual meeting.

ARTICLE X. INCORPORATION
Section 1. The Florida Association of Benthologists was incorporated as a non-profit organization in the State of Florida, 13 April 1992.

ARTICLE XI. REGISTERED AGENT
Section 1. The Registered Agent shall maintain a permanent Association address. 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. He/She shall be appointed by the Executive Committee and his/her term of office shall be continuous until resignation or revoked by the Committee.

ARTICLE XII. INDEMNIFICATION.
Section 1. 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 XIII. DISSOLUTION
Section 1. The Association may be dissolved by two-thirds of the members present at a duly constituted special or annual business meeting provided that notice of the proposal to dissolve the Association, together with the full text thereof and the name(s) and address(es) of the proponent(s) shall be sent to all members of the Association at least sixty days prior to the vote to dissolve.

Section 2. Upon final dissolution or liquidation of the Association, all of its properties and assets remaining after payment of all outstanding liabilities shall be transferred, assigned, and paid over to one or more educational or scientific organizations which qualify as being organized and operated exclusively for charitable or educational purposes and are considered exempt as defined by Section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue Laws).

Section 3. From a list of candidates identified as qualified and willing to receive and administer said properties and assets, the Executive Committee shall, by a two-thirds majority vote, designate the recipient or recipients and the properties and assets to be given to each, with preference being given to organizations that have been strongly identified with and supportive of the purposes of the Association as herein set forth.