CONSTITUTION
Article I. NAME. The name of this organization shall be the Georgia Lakes Society, Inc., hereinafter designated as the Society, and abbreviated GLS.
Article II. PURPOSE. The purpose of the Society shall be to promote understanding, enjoyment and protection of Georgia’s lakes and their watersheds.
Article III. OBJECTIVES. The objectives of the Society are to:
* Provide a forum for sharing of information and experiences on scientific, administrative, legal, and financial aspects of lake, wetland, and watershed management.
* Foster the development of local lake restoration and protection programs in accordance with appropriate management strategies and techniques.
* Encourage the development of local, state, and national programs, policies and legislation promoting lake, wetland, and watershed management.
* Encourage the cooperation and interaction of organizations, agencies, units of government, and individuals concerned with lake, wetland, and watershed improvement and protection.
Article IV. BOARD OF DIRECTORS
SECTION A. The affairs of the Society shall be managed by a Board of Directors, hereinafter designated as the Board, under such rules as the Board may determine, subject to the specific conditions of the Constitution and By-laws.
SECTION B. The Board shall consist of the President, President Elect, Treasurer, Secretary, Past President, and an even number of Directors with a minimum of six(6) and a maximum of fourteen (14). The Board positions of President, President Elect, Treasurer, and Secretary shall be otherwise referred to as Officers and together with the Past President, shall comprise the Society’s Executive Committee. All Board members shall be members in good standing of the Society. All Society members are eligible for election to the Board.
SECTION C. The terms for Directors, the Secretary and the Treasurer shall be for two (2) years, beginning at the adjournment of the Annual Business Meeting of the Society and continuing until the adjournment of the Annual Business Meeting two (2) years hence, or until their successors are duly elected and qualified. These members may succeed themselves but may not serve consecutively for more than two (2) terms. Half of the Directors and the Secretary shall serve terms commencing in odd numbered years and the other half of the Directors and the Treasurer shall serve terms commencing in even numbered years.
SECTION D. The Board shall conduct Board meetings at least quarterly and shall also meet at the call of the President. Format of Board meetings may be face-to-face or via telephone, satellite, or computer conference. At meetings of the Board, a quorum shall consist of a majority of its members.
SECTION E. Between meetings of the Board, the affairs of the Society shall be conducted by the Executive Committee.
SECTION F. In the first election, a total of three (3) Directors and a President, President-elect, and a Secretary shall be elected by the membership. Regions 1, 3, and 5 shall elect Directors for two (2) year terms. The Secretary shall be elected for two (2) years. Directors from Regions 2, 4, and 6 and the Treasurer of the 1998 Georgia Lakes Society, Unincorporated will serve out the remainder of their two (2) year term. The current President of the 1998 Georgia Lakes Society, Unincorporated shall become the 1999 Past-president of Georgia Lakes Society, Inc. In subsequent elections, the Board will act as a committee of the whole in nominating new officers and drafting a slate of candidates to present to the membership as described in the By-laws.
SECTION G. The Board of Directors shall be responsible for arranging an independent audit of the financial records of the Society with each change of Treasurer or as requested by the Board.
Article V. DUTIES OF OFFICERS, DIRECTORS, AND CONTRACTED PERSONNEL
SECTION A. The PRESIDENT shall have general supervision of the affairs of the Society. He/she shall, in consultation with the Board of Directors, appoint the Chairs and members of all Committees, and may serve as an ex officio member of any and all Committees. He/she shall execute all contracts and other instruments which shall have been first approved by the Board of Directors. The President is in charge of producing an annual report covering the period from the time of inauguration to the next Annual Business Meeting of the Society.
SECTION B. The PRESIDENT ELECT shall assist the President and shall preside at meetings of the Society and the Board in the absence or vacancy of the President and may serve as an ex officio member of any and all Committees. He/she shall perform such other duties as may be assigned by the Board and/or President. He/she is also responsible for appointing an ad hoc committee for the purpose of planning and arranging the program for the Annual Meeting of the Society.
SECTION C. The TREASURER shall be responsible for the financial affairs of the Society. He/she shall receive all funds paid to the Society and shall pay all bills incurred by the Society, as authorized by the Board. He/she shall make a report at the Annual Business Meeting of the Society on the financial affairs of the Society. All checks issued by the Society shall be signed by the Treasurer. All Society checks payable to the Treasurer must be co-signed by the President. All Society funds shall be deposited to the credit of the Society in financial institutions approved by the Board. The Society shall proceed under the constraints of the previous year’s budget until a new budget is approved by the board. The Treasurer is responsible for completing IRS Form 990 as needed and as required by the Internal Revenue Service. The Treasure shall maintain a list of Society members in good standing.
SECTION D. The SECRETARY shall prepare minutes of all meetings of the Society and the Board. He/she shall provide those minutes to the Board within ten (10) days after the meeting and shall provide a summary of action items discussed and the individuals assigned to do them. He/she shall maintain all permanent records of the Society, including minutes of Committee meetings. He/she shall obtain an accurate listing of members of the Society from the Treasurer, and shall perform such other duties as may be assigned by the Board and/or President.
SECTION E. The DIRECTORS, generally, shall strive to achieve the objectives of the Society. Each Director shall be responsible for preparation and presentation of pertinent lake and watershed management topics for Board consideration, and shall act upon the business of the Board in a thoughtful and conscientious manner. Directors are expected to take an active role in the promotion and development of the Society. Each Director shall serve as a liaison for a specific area of the State as defined by their residency. Additional duties may be assigned by the Board. His/her responsibilities shall be to coordinate activities between the Society and its members of the region he/she represents. Each Director must have a designated alternate who will substitute for the Director in the event that the Director is unable to attend. The alternate Director must be approved by the Executive Committee.
SECTION F. Regular attendance at Board and Society meetings by all Officers and Directors or their alternates is expected. In the event of a Board Members’ absence at three or more consecutive Board meetings, the Board, at its discretion, may act immediately to declare the absentee Board Member’s position on the Board as vacant. The vacancy may remain intact until the Society’s next regularly-scheduled election, or the Board, at its discretion, may act to fill the vacancy with a Society member receiving approval from a majority of the Board’s members. The term for this newly-filled Board position shall expire upon installation of the duly-elected candidate from the Society’s next regularly-scheduled election.
SECTION G. Any person(s) hired by the Society shall have their responsibilities outlined and overseen by the Board of Directors. Some of the officer responsibilities may be delegated by the Board to this (these) individual(s).
Article VI. AMENDMENT PROCEDURES
SECTION A. Amendments to this Constitution may be proposed by a majority of the Board, or its Executive Committee, or by written petition of at least ten percent (10%) of the active members of the Society.
SECTION B. Proposed amendments shall then be considered by the entire Board of Directors, which may make a report and recommendations to the membership. Proposed amendments shall be submitted to the entire membership at least thirty (30) days before the date of the Annual Business Meeting of the Society.
SECTION C. Amendments may be voted on either at the Annual Business Meeting or using an appropriate electronic procedure. Adoption of amendments requires two-thirds (2/3) majority vote of the active membership present at the Annual Business Meeting or by two-thirds majority of those voting electronically.
BY-LAWS
Article I. MEMBERSHIP
SECTION A. The membership of the Society shall consist of and be open to all individuals, institutions, corporations, and organizations whose interests are consistent with the objectives of the Society.
SECTION B. The Society shall have five categories of voting membership as listed and generally defined below:
• Individual – a single individual
• Family – a household unit.
• Public/Not for profit – not for profit groups, organizations, or agencies, such as lake associations, municipalities, conservation organizations, and governmental agencies.
• Corporate – organizations or corporations, intended as profit-making entities, which have an interest in lake and watershed management.
• Student – full time high school or university students who are interested in lake and watershed management.
• Sustaining – individuals, organizations, or corporations which have a dedicated interest in the activities and future of the Society, and wish to contribute more dues than required under their appropriate membership category.
SECTION C. The annual membership dues for each of the membership categories shall be evaluated on an annual basis by the Membership and Program Committee. Recommended adjustments in dues amounts shall be presented to the Board by the committee. Revision of membership dues must be approved by a majority of the Board of Directors and a majority of the members voting at the Society’s annual meeting.
SECTION D. The membership year of the Society shall end on December 31 of each year. Annual membership dues are not able to be prorated. Dues are payable to the Georgia Lakes Society for deposit by the Treasurer into the GLS account. Dues paid after October 1 shall be applied to membership for the following calendar year.
Article II. COMMITTEES
SECTION A. Standing Committees of the Society shall be a Marketing and Development Committee, a Membership and Program Committee, and a Finance Committee. The Committee Chairs and members shall be appointed by the President in consultation with the Board of Directors. The committee members may be recommended by the chair of the committee or any member of the board; it shall be endeavored to secure a representative cross section of the Society membership on the Committee. Any Society member may request to serve on any Committee. Members of Standing Committees and other established committees shall serve for one year and shall be eligible for reappointment.
SECTION B. The President may establish and appoint ad hoc committees as needed. Special ad hoc committees may be established without regard to membership in the Society.
SECTION C. No committee may commit or expend Society funds without authorization by the Board.
SECTION D. Format of committee meetings may be face-to-face or via telephone, satellite, or computer.
Article III. NOMINATIONS AND ELECTIONS
SECTION A. Nominations for Officers and Directors for the following year shall be solicited by the Board of Directors at least ninety (90) days before the Annual Meeting of the Society. The Board shall submit a ballot including its nominations to the membership of the Society. The Board may nominate one or more candidates for each office to be filled. All candidates must be an individual member or the officially designated representative of a group or organization member of the Society. All candidates must reside in the State of Georgia.
SECTION B. Officers shall be elected by plurality vote of the Society members voting.
SECTION C. The Board of Directors shall nominate at least one candidate for all current or upcoming vacancies on the Board of Directors. The candidate for a given position who receives the most votes shall be elected.
SECTION D. Each Society membership shall be considered as only one (1) voting membership regardless of how many other individuals or groups a member may represent. It is incumbent upon each group and organization which is a member of the Society to determine on its own how to exercise its single voting privilege.
SECTION E. Ballots shall be sent to all members at least thirty (30) days before the Annual Business Meeting of the Society, and shall be returned to the President or designated Board member at least seven (7) days before the date and time of the call-to-order of the Annual Business Meeting. The President or designee shall notify the candidates of the results of the election prior to the Annual Business Meeting.
SECTION F. Society members may cast one (1) vote for one (1) candidate under each Officer position. Members may cast one (1) vote among candidates for each Directorship. Ballots will provide space for a write-in candidate for each Board position. In the case of a tie vote, the successful candidate shall be determined by the flip of a coin.
SECTION G. Members of the Board of Directors shall be elected from at least five of the Georgia’s fourteen major river basins. The Upper, Middle, and Lower Chattahoochee River Basins are considered separate entities for Board elections. As much geographical and expertise variation as possible will be sought at each election.
Article IV. VACANCIES. Vacancies for all unexpired terms of the Board shall be filled by a majority vote of the Board.
Article V. COMPENSATION. The Board shall serve without pay but may be reimbursed actual expenses while conducting Society business, providing that these expenses receive authorization from the Board. Required expenditures for bonding of the Treasurer shall be paid by the Society.
Article VI. MEETINGS OF THE SOCIETY
SECTION A. An Annual Business Meeting of the Society shall be held at a time and place approved by the Board. The President Elect or Secretary shall give at least sixty (60) days notice of the Annual Meeting to the Society membership.
SECTION B. Special meetings shall be called by the President upon written petition of not less than twenty percent (20%) of the Society members, or may be called when in the opinion of the Board there is business which should be brought before the membership for action prior to the next regular meeting. No business may be transacted at a Special meeting other than that stated in the call. The Secretary shall give members at least fifteen (15) days notice of all special meetings.
SECTION C. A quorum at any authorized Society meeting shall consist of the members present, but shall not consist of less than twenty (20%) of the Society’s membership.
Article VII. RULES OF ORDER. All Meetings of the Society and the Board shall be conducted in accordance with the latest edition of “Robert’s Rules of Order,” except where such conflicts with the Constitution and By-Laws.
Article VIII. FISCAL YEAR. The fiscal year of the Society shall end on December 31.
Article IX. NOT FOR PROFIT STATUS. The Society shall be organized as a not for profit corporation in accordance with Section 501 (c)(3) of the Internal Revenue Code.
Article X. DISSOLUTION. The Society may be dissolved by a two-third (2/3) vote of all members through mail or electronic balloting. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future tax code.
Article XI. LIABILITY.
SECTION A. It is implicitly understood that the Society assumes no responsibility or liability for the well-being of any member or representative of a member attending, managing, or participating in meetings or any other functions of the Society.
SECTION B. No Officer or Director, former Officer or Director, nor any authorized agent of the Society shall be liable in any manner to the Society or any person or group for any loss or damage sustained as a result of action taken or omitted to be taken by said Officer, Director, or agent in good faith, if he/she exercised or used the same degree of care and skill as a prudent person would have exercised or used under the circumstances in conduct of his/her own affairs.
Article XII. AMENDMENT PROCEDURES
SECTION A. Amendments to By-laws may be voted on either at the Annual Business Meeting or using an appropriate electronic procedure. Adoption of amendments requires two-thirds (2/3) majority vote of the active membership present at the Annual Business Meeting or by two-thirds majority of those voting electronically. Notice of amendments will be provided to the membership at least thirty (30) days prior to a vote.
AMENDMENTS:
From
SECTION G. The Board of Directors shall be responsible for arranging an independent annual audit of the financial records of the Society with each change of Treasurer or as requested by the Board.
To
SECTION G. The Board of Directors shall be responsible for arranging an independent audit of the financial records of the Society with each change of Treasurer or as requested by the Board.
Approved at the GLS Open Meeting on May 9, 2009.