BY-LAWS of the ATLANTIC GEOSCIENCE SOCIETY

February 2, 2004

  1. In these by-laws unless there be something in the subject or context inconsistent therewith:


  2. MEMBERSHIP

  3. The subscribers to the Memorandum of Association and such others persons as shall be admitted to membership in accordance to these by-laws, and none others, shall be members of the Society, and their names shall be entered in the Register of Names accordingly.


  4. For the purposes of registration, the number of members of the Society is unlimited.


  5. Every member of the Society shall be entitled to attend any meeting of the Society and to vote at any meeting of the Society and to hold any office, but there shall be no proxy voting.


  6. Membership in the Society shall not be transferable.


  7. Any person interested in geoscience shall be admitted to membership in the Society.


  8. (a) No formal admission to membership other than an Annual Membership Fee shall be required and the entry in the Registry of Members by the Treasurer of the name and address of any organization or individual shall constitute an admission to membership in the Society.
    (b) The Annual Membership Fee shall be set by the Executive Council.


  9. Membership in the Society shall cease upon the death of a member, or if, by notice in writing to the Society, he or she resigns his or her membership, or if he or she ceases to qualify for membership in accordance with these by-laws.


  10. FISCAL YEAR

  11. The fiscal year of the Society shall be the period from 1 January in any year to 31 December in the same year.


  12. MEETINGS

  13. (a) The ordinary or annual general meeting of the Society shall be held within three months after the end of each fiscal year of the Society.
    (b) An extraordinary general meeting of the Society may be called by the President or by the Executive at any time, and shall be called by the Executive if requisitioned in writing by at least twenty-five percentum (25%) in number of members of the Society.


  14. Three days notice of a general meeting, specifying the place, day and hour of the meeting and, in the case of special business, the nature of such business, shall be given to the members. Notice shall be given in writing, either by post or by electronic means. The non-receipt of any notice by any member shall not invalidate the proceedings at any general meeting.


  15. At each ordinary or annual general meeting of the Society, the following items of business shall be dealt with and shall be deemed to be business: minutes of the preceeding general meeting; consideration of the annual report of the Executive; consideration of the financial statement, including balance sheet and operating statement and the report of the persons responsible for annual financial review in accordance with the Societies Act. All other business transacted at an ordinary or annual general meeting shall be deemed to be special business and all business shall be deemed special that is transacted at an extraordinary general meeting of the Society.


  16. No business shall be transacted at any meeting of the Society unless a quorum of members is present at the commencement of such business and such quourum shall consist of five members.


  17. If within one-half hour from the time appointed for the meeting, a quorum of members is not present, the meeting, if convened upon the requisition of the members, shall be dissolved. In any such case, it shall stand adjourned to such time and place as a majority of the members then present shall direct and if at such adjourned meeting a quorum of members is not present, it shall be adjourned without fixing a day for future action.


  18. (a) The President of the Society shall preside as chairperson at every general meeting of the Society.
    (b) If there is no President or if at any meeting he or she is not present at the time of holding the same, the Vice-President shall preside as chairperson.
    (c) If there is no President or Vice-President or Secretary or Treasurer or if at any meeting neither the President nor the Vice-President nor the Secretary nor the Treasurer is present at the holding of the same, or if the President has not appointed a chairperson, the members shall choose someone of their number to be chairperson.


  19. The chairperson shall have no vote except in the case of an equality of votes. In the case of an equality of votes, he or she shall have a casting vote.


  20. The chairperson may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting, other than the business left unfinished at the meeting from which the adjournment took place, unless notice of such new business is given to the Executive or members.


  21. At any general meeting, unless a poll is demanded by at least three members, a declaration by the chairperson that a resolution has been carried and an entry to that effect in the book of the proceedings of the Society shall be sufficient evidence to the fact, without proof of the number or proportion of the members recorded in favour of or against such resolution.


  22. If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the chairperson may prescribe and the result of such poll shall be deemed to be the resolution of the Society in general meeting.


  23. VOTES OF MEMBERS

  24. Every member shall have one vote and no more.


  25. EXECUTIVE COUNCIL

  26. Unless otherwise determined by ordinary business, the number of Executive Officers and Councillors shall not be less than five or more than twenty. The subscribers to the Memorandum of Association of the Society shall be the first Executive Officers of the Society.

  27. (a) Any member of the Society shall be eligible to be elected an Executive Officer or Councillor of the Society.
    (b) The President upon retiring from office shall automatically become a member of the Executive Council and hold office of immediate Past President for a term of one year.


  28. The Executive Officers and Councillors shall be elected by the members at each ordinary or annual general meeting of the Society.


  29. (a) The Past President shall be ex officio chairperson of the Nominations Committee.
    (b) Additional members of the Nominations Committee shall be appointed by the Executive Council.
    (c) The Nominations Committee shall prepare a slate of candidates for approval by the Executive Council, for election at the annual general meeting.
    (d) Nominations for Executive Officers and Councillors may be made by members at the annual general meeting.


  30. At the first ordinary or annual general meeting, all the Executive Officers and Councillors shall retire from office but shall hold office until the dissolution of the meeting at which their successors are elected. Retiring Executive Officers and Councillors shall be eligible for re-election to Council.


  31. In the event that an Executive Officer or Councillor resigns his office or ceases to be a member of the Society, whereupon his office as an Executive Officer or Councillor shall ipso facto be vacated, the vacancy thereby created may be fillled for the unexpired portion of the term by the Executive Council from among the members of the Society.


  32. The Society may, by special resolution, remove any Executive Officer or Councillor before the expiration of the period of office and appoint another person in his or her stead. The person so appointed shall hold office during such time only as the Executive Officer or Councillor in whose place he is appointed would have held office if he had not been removed.


  33. Meetings of the Exective Council shall be held as often as the business of the Society may require and shall be called by the President. A meeting of Executive Officers and Councillors may be held at the close of every ordinary or annual general meeting of the Society without notice. Notice of all other meetings, specifying the time and place thereof, shall be given either orally or in writing to each Ececutive Officer and Councillor within a reasonable time before the meeting is to take place, but non-receipt of such notice by an Executive Officer or Councillor shall not invalidate the proceedings at any meeting of the Executive Council.


  34. No business shall be transacted at any meeting of the Executive and Council unless at least five people in number of the Executive Officers and Councillors are present at the commencement of such business.


  35. The President or, in his or her absence, the Vice-President or, in the absence of both of them, any Executive Officer or Councillor appointed from among those Executive Officers or Councillors present shall preside as chairperson at meetings of the Executive Council.


  36. The chairperson shall be entitled to vote as an Executive Officer or Councillor and, in the case of an equality of votes, he shall have a casting vote in addition to the vote to which he is entitled as an Executive Officer or Councillor.


  37. POWERS OF THE EXECUTIVE COUNCIL

  38. The management of the activities of the Society shall be vested in Executive Council who, in addition to the powers and authorities by these by-laws or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Society and are not hereby or by Statute expressly directed or required to be exercised or done by the Society in general meeting. In particular, the Executive Council shall have power to engage a coordinator and to determine his or her duties and responsibilities and his or her remuneration. The Executive Council may appoint an executive committee, consisting of the officers and other such persons as the Executive Council decide.


  39. OFFICERS

  40. The elected officers of the Society shall be a President, a Vice-President, a Treasurer and a Secretary.


  41. The President shall have general supervision of the activities of the Society and shall perform such duties as may be assigned to him or her by the Executive Council from time to time.


  42. The Vice-President shall, at the request of the Executive Council and subject to its directions, perform the duties of the President during the absence, illness, or incapacity of the President, or during such period as the President may request him or her to do so.


  43. (a) There shall be a Secretary of the Society who shall keep the minutes of the meetings of members and Executive Council and shall perform such other duties as may be assigned to him or her by the Executive Council.
    (b) The Executive Council may appoint a temporary substitute for the Secretary who shall, for the purpose of these by-laws, be deemed to be the Secretary.


  44. AUDIT OF ACCOUNTS

  45. There shall be a Treasurer of the Society to prepare financial reports as required by law, and to carry out such duties as the Executive Council may assign.


  46. The persons responsible for the financial review of accounts of the Society shall be appointed annually by the members of the Society at the ordinary or annual general meeting and, on failure of the members to appoint such persons, the Executive Council may do so.


  47. The Society shall make a written report to the members as to the financial position of the Society and the report shall contain a balance sheet and operating account. The financial reviewers shall make a written report to the members upon the balance sheet and operating account and, in every such report, they shall state whether, in their opinion, the balance sheet is a full and fair balance sheet containing the particulars required by the Society and properly drawn up as to exhibit a true and correct view of the Society?s affairs, and such report shall be read at the annual meeting. A copy of the balance sheet, showing the general particulars of its liabilities and assets and a statement of its income and expenditures in the preceeding year, signed by two of the Councillors and the financial reviewers, shall be filed with the Registrar within fourteen days after the annual meeting in each year, as required by law.


  48. REPEAL AND AMENDMENT OF BY-LAWS

  49. The Society has power to repeal or amend any of these by-laws by a special resolution passed in the manner prescribed by law.


  50. MISCELLANEOUS

  51. The Society shall file with the Registrar with its Annual Statement a list of its Executive Officers and Councillors with their addresses, occupations and dates of appointment or election, and within fourteen days of a change of Executive Council, notify the Registrar of the change.


  52. The Society shall file with the Registrar a copy in duplicate of every special resolution within fourteen days after the resolution is passed.


  53. The seal of the Society shall be in the custody of the Secretary and may be affixed to any document upon resolution of the Executive Council.


  54. Preparation of minutes, custody of the books and records, and custody of the minutes of all the meetings of the Society and of the Executive Council shall be the responsibility of the Secretary.


  55. The books and records of the Society may be inspected by any member at any reasonable time within two days prior to the annual general meeting at the registered office of the Society.


  56. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by the President or the Vice-President and the Secretary, or otherwise as prescribed by resolution of the Executive Council.


  57. The borrowing powers of the Society may be exercised by special resolution of the members.


  58. The Society shall have a Products Committee composed of at least five members of good standing to review proposals for loans and/or grants requested of the Society. The review process shall ensure that the proposals include product planning, copyright, royalties, financing, marketing, sales and distribution where necessary as outlined in the Appendix ?Duties of Officers and Standing Committees of the AGS?. The committee would report directly to the Executive Council with a recommendation of acceptance or rejection of the proposal.


  59. The Society shall have a Publication Committee composed of one or more members of good standing to maintain and market publications of the Society as outlined in the Appendix ?Duties of Officers and Standing Committees of the AGS?.

  60. AGS DISTINGUISHED SCIENTIST (GESNER MEDAL) AND DISTINGUISHED SERVICE AWARDS

  61. (i) The President shall receive, on an annual basis by December 1st of any year, nominations (see section viii) for the Gesner Medal and the Distinguished Service Award.

    (ii) The Vice-President shall appoint a panel of not less than five judges to evaluate the nominees for the awards. After the Vice-President appoints the panel, he or she receives the nominations from the President, and mails them to the judges.

    (iii) The Vice-President shall ask the judges if they can impartially judge all the candidates and if not to withdraw their appointment from the process.

    (iv) Judges will rank the candidates in order of preference, and convey their rankings to the Vice-President. The latter will determine the average ranking of each candidate, and the candidate with the highest ranking shall receive the award.

    (v) The papers given to the judges will be returned to the Vice-President after the ranking and will be kept for three years from the date of their first submission. After three years they will be destroyed. All files and nominations are confidential.

    (vi) In the event of a tie vote, the President shall appoint an impartial arbitrator to cast a deciding vote.

    (vii) Nominations are to stand for a 3-year period, after which a candidate must be renominated in order to be reconsidered for an award.

    (viii) A nomination shall include a statement of between 500-1000 words succinctly explaining how the candidate meets the selection criteria, and supporting documentation from the nominator and a letter of support from the seconder. The supporting documentation could include items such as:

    (ix) The nominator and seconder shall be members in good standing of the Atlantic Geoscience Society.

    (x) Regardless of the number of nominations received no award need necessarily be given in any one year; those nominations can be set aside for the following year. The candidate?s 3-year term of eligibility shall be part of this year of no award.

    (xi) Award winners shall be advised in advance of the annual meeting, so that arrangements may be made for acceptance of the award.

    (xii) In addition to the award presentation, the winners names and years will be placed on plaques that will be displayed annually at conferences and other appropriate events. The Vice-President will be responsible for the plaques and their display.

    (xiii) The criteria for the Distinguished Scientist Award (Gesner Medal) are as follows:

    (xiv) The Distinguished Service Award shall be given in recognition of exceptional and altruistic contributions to the Atlantic Geoscience Society over a long period of time. There are no specific criteria other than this.

June 23, 2004

Amendments to the above By-Laws (dated February 2, 2004) were approved at the Annual General Meeting of the Society, which was held January 31, 2004.

______________________________                    _____________________________
            Steven McCutcheon                                                   Kenneth Howells
             AGS Secretary                                                            AGS Treasurer

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