| Article I: Name |
The name of this organization shall be the Laurentian Chapter
of the Society of Environmental Toxicology and Chemistry. This
Chapter shall be an independent non-profit scientific and professional
organization which is affiliated with the Society of Environmental
Toxicology and Chemistry.
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| Article II: Purpose |
1. Promote research, education, training and development of the
environmental sciences and specifically environmental toxicology
and chemistry, hazard assessment and risk analysis.
2. Encourage interactions among environmental scientists and
disseminate information on environmental toxicology and chemistry
and its application to the science of hazard and risk assessment.
3. To sponsor scientific and educational programs and provide
a forum for communication among professionals in government, business,
academia and other segments of the environmental science community
involved in the use, protection, and management of the environment
and for the protection and welfare of the general public.
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| Article III: Membership |
The membership of the Chapter must share the stated purpose of
the Chapter and have applied experience and education or have
conducted research in environmental toxicology and/or chemistry.
Chapter membership requires the payment of dues as determined
by the Chapter.
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| Article VI: Management and Elections
|
1. The affairs of the Chapter shall be managed by the membership
through a Board of Directors in accordance to the Constitution
and By-laws.
2. The Board of Directors shall consist of nine (9) to twelve
(12) voting members. The immediate past-president of the Chapter
will serve as an ex-officio member of the Board of Directors.
3. The members of the Board of Directors shall serve a three
(3) year term to be staggered so that ideally no more than 3 terms
expire in any one year.
4. A Board of Directors shall be elected from the voting membership
by the voting membership. The Officers will be elected by the
Board from the members of the Board of Directors.
5. The Officers shall be four (4): President, Vice-President,
Secretary and Treasurer. Executive positions are synonymous with
Officer positions. Officers shall have the power and authority
to conduct all scientific and business obligations on behalf of
the Board of Directors.
6. The Vice-President shall be elected for a single term of one
(1) year at the conclusion of which the Vice-President shall serve
as President for one (1) year.
7. If a vacancy, except that of President occurs between terms,
the Board of Directors shall appoint a successor to serve the
remainder of the term. Should the post of President become vacant
for any reason the Vice-President shall assume the post of President
and serve the remainder of the term as acting President and shall
succeed to the Presidency.
8. The Board of Directors shall determine the number, times and
places of the Chapter meetings.
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| Article V: Duties |
1. The duties of the President, Vice-President, Secretary and
Treasurer are those customarily performed by such officers, unless
otherwise directed by the Board of Directors.
2. The duties of the Board of Directors shall be:
(a) To manage the business, functions, programs,
and activities of the Chapter.
(b) To establish annually the dues for Chapter
Members
(c) To establish policy and take such action
as seems desirable
and appropriate
to promote the objectives of the Chapter.
(d) To examine the eligibility of applicants
for membership and convey its finding to the Chapter.
(e) To appoint such committees as necessary.
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| Article VI: Quorum |
Five (5) voting members of the Board of Directors shall constitute
a quorum.
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| Article VII: Amendments |
An amendment of the Constitution and By-laws may be proposed
by the Board of Directors or the voting membership of the Chapter.
An amendment is consummated and ratified when approved by the
Chapter Membership and additionally approved by the Board of Directors
of the Society of Environmental Toxicology and Chemistry
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| Article VIII: Relationship with
the Society of Environmental Toxicology and Chemistry |
The Chapter is an independent non-profit scientific and professional
organization which is affiliated with the Society of Environmental
Toxicology and Chemistry. The Society of Environmental Toxicology
and Chemistry shall have no legal, contractual nor financial responsibility
of any kind for the affairs of the Chapter.
Before the Chapter publishes technical information or otherwise
publicly issues any statement upon a policy matter which purports
to represent the opinion of the Society of Environmental Toxicology
and Chemistry, it must obtain the consent of the Board of Directors
of the Society. The Chapter also agrees that from time to time
the Society may restrict, limit, or prohibit the use of its name
by the Chapter in certain publications, meetings or similar activities
involving communications with the public.
The Chapter also will not conduct any meetings or conferences
which conflict with the National Annual Meeting of the Society
of Environmental Toxicology and Chemistry.
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| Article IX: Dissolution |
Dissolution of the Chapter, for any cause, shall follow the same
procedure as Constitutional amendments.
All funds and other assets of the Chapter, including any rights
to funds, present or future, contingent or actual, shall be irrevocable,
assigned and transferred to any successor organization which has
among its principal purposes the encouragement, development and
dissemination of knowledge in the environmental sciences, and
has qualified as an independent non-profit organization. Such
activities or any amendments thereto need not be the only purpose
of the successor organization.
The selection of the successor organization must be approved
by a two-thirds (2/3) vote of the Board of Directors of the Chapter
and a two-thirds (2/3) vote of the Board of Directors of the Society
of Environmental Toxicology and Chemistry.
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| BY-LAWS |
| |
| Article I: Membership |
1. Application for Chapter Membership shall be made on an application
authorized by the Board of Directors.
2. Each Officer (President, Vice-President, Treasurer and Secretary)
of the Board of Directors must also be a member of the Society
of Environmental Toxicology and Chemistry. Other Board members
are encouraged to also be members of the Society of Environmental
Toxicology and Chemistry.
Qualifications and benefits are as follows:
A. Member
1) Qualifications
(a) Must share the stated purpose of the Chapter
(b) Must have applied experience, education or conducted research
in environmental toxicology and/or chemistry
(c) Must pay Member dues
2) Benefits
(a) May vote
(b) May hold office, serve on the Board of Directors,
If also a member of SETAC
(c) May participate in Chapter functions, programs, activities.
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| Article II: Dues and Finances |
1. All dues shall be established annually by the Board of Directors.
2. Any member, in arrears in Chapter dues for one year will lose
membership in the Chapter.
3. The fiscal year of the Chapter shall correspond to the calendar
year. A Member, elected prior to October of any year shall be
assessed dues for that calendar year, and if elected after October
1 of any year, shall be exempt from dues for that calendar year.
4. The Board of Directors may authorize any Officer to enter
into any contract or to execute and deliver any instrument in
the name of or on behalf to the Chapter, and such authority may
be general or confined to specific instances.
5. If a cheque, draft or money order for payment of money in
the name of the Chapter is less than $700, the Treasurer alone
is authorized to sign for the monies. If the amount is greater
than $700, a second authorization by another Board member is required.
6. All funds of the Chapter, not otherwise employed, shall be
deposited from time to time to the credit of the Chapter in such
banks or other depositories as the Board of Directors may select.
7. The annual budget shall be subject to approval by the Board
of Directors.
8. An audit of the Chapter books and accounts shall be completed
and presented to the Board of Directors periodically as determined
by the Board.
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| Article III: Elections and Formation
of Committees |
1. A Board of Directors shall initially consist of (9) to twelve
(12) voting members, and the recommended number is 11 voting members.
An odd number is recommended to prevent a tie vote. The immediate
past president shall serve as a non-voting ex-officio member for
one year.
2. The terms of the Board members shall be staggered so that
approximately one-third of the positions require re-election each
year. A total of nine to twelve positions are involved; therefore
three to four terms will expire each year for three years.
3. The President will appoint a Nominating Committee of not less
than three (3) Board members. Nominations for the Board will be
made by the Nominating Committee, and by membership petition.
A nomination by membership petition is considered valid if the
person fulfills the qualifications of a Board membership and has
been named by five (5) or more voting members. The list of nominees
prepared by the Nominating Committee will be submitted to the
Board for approval. The Officers shall submit the nominees for
the Board to the membership for election.
4. The Board of Directors shall be responsible for the formation
and dissolution of all standing committees and for the lection
of officers.
5. The President may form ad hoc committees which serve at his/her
discretion or term of office.
6. The Chapter officers will provide day-to-day executive direction
and guidance to the Chapter.
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| Article IV: Meetings |
1. The Board of Directors shall determine the number, times and
places of the regular meetings of the Chapter.
2. At least four (4) weeks before the Annual General Meeting,
the Officers shall send to each member a notice of the time and
place of each meeting.
3. One meeting shall be designated the Annual Meeting. At this
meeting, there shall be an open session with the membership for
reports on Board and Chapter activities.
4. The Board of Directors shall determine rules relative to the
conduct of scientific sessions.
5. There shall be at least one (1) meeting of the Board of Directors
in each year.
6. The President shall convene the Board of Directors at a special
meeting whenever the affairs of the Society require it.
7. A request to the President made in writing, signed and approved
by three (3) members of the Board of Directors shall render the
convocation of the Board obligatory.
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| Article V: Relationship with the
Society of Environmental Toxicology and Chemistry |
The Chapter is an independent non-profit scientific and professional
organization which is affiliated with the Society of Environmental
Toxicology and Chemistry. The Society of Environmental Toxicology
and Chemistry shall have no legal, contractual nor financial responsibility
of any kind for the affairs of the Chapter.
Before the Chapter publishes technical information or otherwise
publicly issues any statement upon a policy matter which purports
to represent the opinion of the Society of Environmental Toxicology
and Chemistry, it must obtain the consent of the Board of Directors
of the Society. The Chapter also agrees that from time to time
the Society may restrict, limit, or prohibit the use of its name
by the Chapter in certain publications, meetings or similar activities
involving communication with the public.
The Chapter also will not conduct any meetings or conferences
which conflict with the National Annual Meeting of the Society
of Environmental Toxicology and Chemistry.
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| Article VI: Amendments |
An amendment of the Constitution and By-laws may be proposed
by the Board of Directors or the voting membership of the Chapter.
An amendment is consummated and ratified when approved by the
Chapter membership and additionally approved by the Board of Directors
of the Society of Environmental Toxicology and Chemistry
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| Article VII: General Prohibitions
|
Notwithstanding any provision of the Constitution and By-laws
which might be susceptible to a contrary construction:
1. The Chapter shall be organized for scientific and educational
purposes.
2. The Chapter shall be operated for scientific and educational
purposes.
3. No part of the net earnings of the Chapter shall or may, under
any circumstances, inure to the benefit of any private shareholder
or any individual.
4. No substantial part of the activities of the Chapter shall
consist of carrying on propaganda.
5. The Chapter shall not participate in, or intervene in (including
the publishing or distribution of statements) any political campaign
on behalf of any candidate for public office.
6. The Chapter shall not be organized or operated for profit.
7. The Chapter shall not:
(a) Lend any part of its income or corpus, without the receipt
of adequate Security and reasonable rate of interest to;
(b) Pay any compensation in excess of a reasonable allowance for
salary or other compensation for personal services actually rendered
to;
(c) Make any part of its services available on a preferential
basis to;
(d) Make any purchase of securities or any other property, for
more than adequate consideration for money on monies worth from;
(e) Sell any securities or other property for less than adequate
consideration for money or monies worth to;
(f) Engage in any other transactions which result in substantial
diversions of its income or corpus to any officer, member of the
Board, or contributor of the Chapter.
The prohibitions contained in Item 7 do not mean to imply that
the Chapter may make such loans, payments, sales or purchases,
to anyone else, unless such authority be given or implied by other
provisions of the Constitution or By-laws.
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| Article VIII: Distribution on Dissolution
|
Upon dissolution of the Laurentian Chapter, the Board of Directors
shall distribute the assets and incurred income to one (1) or
more organizations as determined by the Board of Directors of
the Chapter and the Board of Directors of the Society of Environmental
Toxicology and Chemistry, which organizations shall meet the limitations
described in Item 1 to 8 inclusive of Article VI, immediately
preceding.
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