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BY-LAWS
THE GLOBAL GECKO ASSOCIATION
ARTICLE I: MEMBERSHIP
Section 1.
Membership in this organization shall be granted to any persons who are in sympathy with the organization's objectives as set forth in the Constitution, and who have fulfilled their financial obligation to the Association.
Section 2.
Persons seeking membership of the Association shall apply in writing to the Membership Secretary.
Section 3.
There shall be seven primary classes of membership:
A. Individual/Family members shall be any person or related persons subscribing for their sole use of the materials published by the association.
B. Student members shall be any persons currently enrolled in an educational institution. The student membership will be identical to the Individual/Family membership excepting that the Journal of the Global Gecko Association will not be included. A photo copy of the students current and valid student ID must accompany their application for membership.
C. Institutional members shall be any organizations in which the publications of the Global Gecko Association are held in collections for the express purpose of making them available to other parties or persons.
D. Contributing members shall be any persons who wish to contribute twenty dollars or more annually in excess of the Regular Membership dues.
E. Patron members shall be any persons who wish to contribute $220 or more annually in excess of the Regular Membership dues.
F. Life members shall be any persons who wish pay $1000 in membership dues in one lump sum. This will entitle Life Members to membership each year, a Certificate of Appreciation, and a 10% discount on any GGA merchandise.
H. Honorary members shall be any persons the Executive Board feels have contributed significantly to the well being of the association. The membership dues of Honorary members are waived subject to the annual approval of the Executive Board. No serving member of the Executive Board may have their membership dues waived under the provisions of this Section.
Along with the seven primary classes of membership will be a Founding membership. Founding members shall be any persons who wish to pay $100 in initial membership dues. Founding memberships will be available for a period of one year from the date of the Associations inception. The Founding member's dues for the following year will be in accordance with the seven primary classes of membership.
All classes of membership shall have equal rights and responsibilities in the Association, except that there shall be a differential in dues amounts for the seven classes. Also, each Family membership shall be entitled to only one vote per membership in any votes by the members and Institutional members do not have voting privileges.
Section 4.
Membership shall commence on the first day of the month in which dues are received and shall terminate on the last day of the same month one year later. The exception to this rule shall be in the first year of the GGA when membership will commence on the first day of the month containing the first issue of the Members Newsletter, and shall terminate on the last day of the same month one year later.
Section 5.
All members must abide by the Constitution and By-Laws, and the rules of the Association, and all other international, national, state and local government sanctioned laws which pertain to their Herpetological activities.
Section 6.
Members should carry current membership cards at all Association meetings and functions.
Section 7.
Additional membership categories may be established by the Executive Board of the Association as a need arises. Such action shall be handled as an Amendment to these By-Laws and shall follow the procedure outlined in ARTICLE XI, Section 1.
ARTICLE II: OFFICERS
Section 1.
The officers of the Association shall be a President, a Vice-President, a Recording Secretary, a Membership Secretary and a Treasurer and such other officers as may be determined by the Executive Board.
Section 2.
The above mentioned officers shall be elected at the Association's Biennial Meeting as outlined in ARTICLE V of these By-Laws and shall hold office until the next Biennial Meeting, at which time they may be eligible for re-election, with the exception that the office of President may not be held by the same person for more than three successive terms.
Section 3.
If by reason of resignation or death, or for any other reason, an office shall become vacant, the Executive Board may proceed to elect, by majority vote, such Officer to fill the vacancy and the Officer so elected shall serve until the next biennial meeting of members whereby the remainder of the tenure, if any, shall be filled as set forth in ARTICLE V. When, for such purpose, an Officer has been elected for less than a full term, such part term shall be disregarded with respect to his/her qualification for re-election for a full term.
Section 4.
The Executive Board of the Association shall consist of all of-the Officers mentioned in ARTICLE II, Section 1, plus the immediate Past President of the Association for a period not to exceed one year.
ARTICLE III: ADVISORY BOARD
Section 1.
An Advisory Board consisting of persons deemed by the Executive Board to be knowledgeable in any area of Herpetology may be established to provide guidance and advice on activities, projects and other concerns of the Association.
Section 2.
Membership on the Advisory Board shall be by the recommendation of the Executive Board.
Section 3.
Membership on the Advisory Board may be terminated at any time at the discretion of the Executive Board.
Section 4.
Persons appointed to the Advisory Board shall function as advisors to the Association. They do not have to be dues-paying members of the Association.
Section 5.
No such advisor of the Association shall receive any salary, compensation or emolument for any such advisory service rendered to the Association, except that the Executive Board may authorize reimbursement of expenditures reasonably incurred on behalf of activities for the benefit of the Association.
ARTICLE IV: DUTIES OF THE OFFICERS
Section 1.
It shall be the duty of the President to preside at all meetings of the Association and of the Executive Board, and she/he shall have general supervision of the affairs of the Association, and shall keep the Executive Board fully informed about the activities of the Association. He or she shall act as the Chairperson of the Executive Board. She or he has the power to sign alone, unless the Executive Board shall specifically require an additional signature, in the name of the Association on all contracts authorized either generally or specifically by the Executive Board. The President shall call special meetings of the Executive Board and/or Advisory Board as he/she deems necessary. The President shall perform such other duties as shall from time to time be assigned by the Executive Board.
Section 2.
The Vice-President shall, in the temporary absence or disability of the President, perform all duties of the President during the time of the President's absence or disability. At other times, the Vice-President shall generally be an assistant to the President. The Vice-President shall also perform such other duties as may be assigned to her/him by the Executive Board.
Section 3.
The Recording Secretary shall keep the minutes of the meetings of the Association and the Executive Board, and shall report on them as requested by the Executive Board. He or she shall be responsible for the giving and serving of all notices of the Association and shall preserve the seal of the Association and affix it to all documents requiring the seal of the Association and shall attest the same. She or he shall perform such other duties as shall from time to time be assigned by the Executive Board.
Section 4.
The Membership Secretary shall keep a file of all membership applications received, an up to date list of current members. He or she shall keep an accurate list of members who have paid their current dues and issue current membership cards to them, and notify members whose dues have lapsed. The Membership Secretary shall notify all Association members of upcoming meetings and activities in accordance with ARTICLE VIII. She or he shall perform such other duties as shall from time to time be assigned by the Executive Board.
Section 5.
The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Association, and shall deposit or cause to be deposited all monies and other valuable effects of the Association in the name and to the credit of the Association in such banks or depositories as the Executive Board may designate. At the annual meeting of the Executive Board he or she shall render a statement of the Association's accounts. She or he shall at all reasonable times exhibit the Association's books and accounts to any member of the Association and shall perform all duties incident to the position of Treasurer, subject to the control of the Executive Board, and shall when required, give such security for the faithful performance of his/her duties as the Executive Board may determine. She or he shall perform such other duties as shall from time to time be assigned by the Executive Board.
Section 6.
Incoming and outgoing correspondence pertaining to the Association shall be the responsibility of the Entire Executive Board which will designate a member of the Executive Board or of the Association to respond to any inquiries which the Executive Board believes that member might be best qualified to answer.
Section 7.
It shall be the duty of all the members of the Executive Board to tactfully maintain order at all general Association meetings. Each officer has the authority to remove disruptive individuals at his/her discretion.
ARTICLE V: ELECTION OF OFFICERS
Section 1.
All Officers shall be elected at the Biennial Meeting and shall assume office at the close of that meeting.
Section 2.
Any person who has not met their financial obligations to the Association is ineligible to stand for any office.
Section 3.
The current President shall not cast a ballot in the election of officers except in the event of a tie, in which case the President shall cast a tie breaking vote.
Section 4.
In an election, that candidate receiving the greatest number of votes by ballot, by the members in person or by postal vote, shall be declared elected.
Section 5.
If an Officer should resign during her/his term of office, or otherwise become incapable of completing his/her term of office, the Executive Board shall elect a member of the Association to assume the vacated position as outlined in ARTICLE II, Section 3.
ARTICLE VI: NOMINATIONS
Section 1.
Biennially the President shall appoint a Nominating Committee consisting of three persons, at least one of whom shall be a member of the Executive Board. The President shall designate which member of the committee shall serve as Chairperson. This committee will be announced by mail along with a request for nominations from the membership.
Section 2.
This Nominating Committee shall meet and nominate, at least one candidate for each of the Offices as listed in ARTICLE II, Section 1. The Chairperson of the Nominating Committee shall report their slate to the Recording Secretary in time for it to be included in an announcement to be mailed to the membership at least sixty (60) days prior to the biennial meeting.
Section 3.
Additional nominations may be made for any office by any member in good standing, in writing together with the written support of three other Association members before the deadline stated by the Nominating Committee provided that consent for the nomination has been given by the person being nominated. These additional nominees, if supported by at least three other members, shall become part of the slate of officers to be voted on by members in good standing, either by post, or in person at the Biennial Meeting and will be reported along with the slate of the Nominating committee in the announcement to be mailed at least sixty (60) days prior to the Biennial Meeting.
Section 4.
No person can be a candidate for more than one office at any time.
Section 5.
Any officer may resign from office at any time by delivering a resignation in writing to the Chairperson of the Executive Board, and the acceptance of such resignation shall not be necessary to make such resignation effective.
Section 6.
Any officer may be removed for cause by a majority vote of the entire Executive Board, at any special meeting of the Executive Board called for that purpose, or without cause by a majority vote of the entire membership.
ARTICLE VII: COMMITTEES
Section 1.
Committees of the Board. The Executive Board may, by resolution adopted by a majority of the entire Executive Board, establish and appoint an executive and other standing committees. The Chairperson of the Executive Board shall appoint the chairperson of each committee. Each committee so appointed shall consist of two or more officers and, to the extent provided in the resolution establishing it, shall have all the authority of the Executive Board except as to the following matters:
1) the filling of vacancies on the Executive Board or on any Committee,
2) the amendment or repeal of the By-Laws or the adoption of new By-Laws;
3) the amendment or repeal of any resolution of the Executive Board unless by its terms it shall be so amendable or repealable;
4) the fixing of compensation of the officers for serving on the Executive Board or any committee.
Special committees may be appointed by the Chairperson of the Executive Board with the consent of the Executive Board and shall have only the powers specifically delegated to them by the Executive Board.
Section 2.
Committees of the Association. The Executive Board or the members or a defined subset of the members, for example those residing in a defined geographic area may create committees of the Association. Committees created by the Executive Board shall be appointed by the Chairperson of the Executive Board with the consent of the Executive Board. Committees created by the members shall be elected by the members or a defined subset of the members, unless the members authorize the Chairperson to appoint said committees with the consent of the Executive Board. Committees of the Association shall have only the powers specifically delegated to them by the Executive Board.
Article VIII: MEETINGS
Section 1.
The Executive Board will meet sufficient times annually to properly transact all GGA business. One meeting per annum will be defined as the Annual General Meeting of the Executive Board.
Section 2.
Emergency meetings of the Executive Board may be called by at least three members of the | Executive Board. These meetings shall be called for a special stated purpose, and no other business may be conducted at these emergency meetings, unless it is directly related to the Emergency meeting.
Section 3.
Special meetings of members may be called by the President or pursuant to resolution of the Executive Board, or by petition of not less than one fifth (1/5th) of all the members entitled to vote.
Section 4.
The General Meeting of the Association will be held every second year at a time and place to be decided by the Executive Board.
Section 5.
Notice of the biennial meeting and special meetings, at which Association business is to be transacted, shall be given not less than forty-two(42) days nor more than seventy (70) days before the date of the meeting. Such notice is given when deposited in the United States mail, with postage thereon prepaid, and directed to the member at her/his address as it appears on the record of members, or at such other address as he/she may request in writing to the Membership Secretary of this Association. Notice of such meetings may be published in the Association's newsletter or other regular publication, provided such publication is mailed according to the provisions stated hereinabove.
Section 6.
Notice of a special meeting of members shall state the purpose or purposes for which the meeting is called.
Section 7.
A quorum to conduct business at any meeting of members shall be the lesser of either one tenth (1/l0th) of all voting members or one hundred (100) voting members. A quorum to conduct business at any Executive Board meeting shall be three (3) elected officers of the Association. The members may be present in person or by proxy.
Section 8.
At any meeting of the members, each member present in person or by proxy, shall be entitled to one vote. Upon demand of any member, any vote for officers or upon any question before the meeting shall be by secret ballot.
ARTICLE IX: DUES
Section 1.
The dues for individual and family members shall be $30 (US) per year.
Section 2.
The dues for student members shall be $15 (US) per year.
Section 3.
The dues for institutional members shall be $45 (US) per year.
Section 4.
The dues for contributing members shall be $50 (US) or greater per year. (Representing individual membership plus an additional minimum donation of $20 [US]).
Section 5.
Founding Membership is only available for a limited period as defined in these By-Laws. The dues for Founding members shall be $100 (US).
Section 6.
The dues for Patron members shall be $250 (US) or greater (individual membership plus an additional minimum donation of $220 [US] per year).
Section 7.
The dues for life membership shall be a single payment of $1000 (US).
Section 8.
The dues for honorary members are waived subject to the annual approval of the Executive Board.
Section 9.
Any person who has not been a member for more than sixty (60) days prior to the time of a vote shall not be eligible to participate in said vote, except that members whose memberships have expired within sixty (60) days prior to the vote will be eligible to vote if they have renewed any time prior to that meeting. including at the opening of the meeting.
Section 10.
Dues notices shall be sent to each member at least one month prior to their expiration date. These notices may be sent in the Association newsletter. Persons who have not paid their dues by one month following their expiration date will be considered lapsed members of the Association and will be dropped from the membership rolls.
Section 11.
Any member who submits a check which is returned to the Association by the bank because of insufficient funds shall be liable for the charges by the bank to the Association for this transaction.
Section 12.
Membership dues of the Association will be denominated in US Dollars and/or such other currency (ies) a determined by the Executive Board.
Section 13.
Membership dues include postage costs for delivery of Association correspondence using Bulk Mail rate for US members and surface mail for non-US members. Postal upgrades will be charged to members at cost plus 10%.
ARTICLE X: DISCIPLINE
Section 1.
Any member whose activities seem to be contrary to the Constitution and By-Laws of the Association shall be required to account for their actions to the Executive Board either in person or in writing as agreed. If such action is adequately defended to the satisfaction of the Executive Board, the matter shall be dropped. If the matter is not satisfactorily defended to the Executive Board, the member in question may be disciplined by the Executive Board in one of the following manners;
1) The member shall be instructed to refrain from the action which was deemed to be undesirable according to the Constitution and By-Laws of the Association.
2) If the offense is of sufficient concern, or if there have been repeated offenses, the Executive Board may, by a majority vote of a quorum Executive Board Meeting expel the member from membership in the Association. The member will not be eligible to reapply for membership for a period to be determined by the Executive Board.
3) The member may voluntarily resign from the Association.
4) If the offense is one which compensation can be made by the offending member, the Executive Board may ask the member to provide such compensation.
5) If the offense occurred during a special event, the Executive Board may, by majority vote, suspend the offending member from special events until further notice or until such date that the Executive Board may decide that the member is no longer likely to repeat the offense.
ARTICLE XI: AMENDMENTS
Section 1.
Amendments to these By-Laws and the Association Constitution may be made at any meeting of the Executive Board of the Association, by a 2/3 vote of a quorum of Executive Board members provided that written notice of such amendments have been given to Executive Board Members at least forty two (42) days prior to the meeting at which the vote is to be taken.
Amendments to these By-Laws and the Association Constitution may also be made at the Biennial Meeting or at any Special Meeting of members called for the express purpose of amending the By-Laws or the Association Constitution.
ARTICLE XII DISSOLUTION
Section 1.
This Association may be dissolved by a 3/4 majority written vote of all the current members in good standing with the Association, provided that such vote has been presented to each member in writing at least forty-two (42) days prior to the meeting at which the vote to dissolve is to be taken.
Section 2.
In the event that this Association should be dissolved, the monies and tangible property that have accrued to the Association (after debts have been settled) shall be donated to one or more such corporation or corporations, association or associations, fund or funds, or foundation or foundations having similar objects and purposes as this Association, as the Executive Board may designate, subject to the order of a Court as provided by law; provided that none of such assets shall be donated to any organization other than one organized and operated exclusively for one or more of the purposes presently set forth in Section 501(c)(3) of the Internal Revenue Code.
ARTICLE XIII PARLIAMENTARY AUTHORITY
Section 1.
In Procedural matters not covered by these By Laws, Robert's Rules of Order shall govern.
ARTICLE XIV CONSTRUCTION
Section 1.
The Association Constitution and By-Laws shall be constructed under the laws of the State of Oklahoma.
ARTICLE XV CONFLICT OF INTEREST POLICY
Section 1.
Any Board Member or employee who has an interest in a contract or other transaction presented to the Board or committee thereof for authorization, approval, or ratification shall make a prompt and full disclosure of his/her interest to the Board or committee prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts known to such person about the contract or transaction which might reasonable be construed to be adverse to the association's interest.
The body to which such disclosure is made shall thereupon determine by a vote of seventy-five percent (75%) of those entitled to vote, whether the disclosure shows that a conflict of interest exists or can reasonably be constructed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his/her personal influence on, not participate (other than to present factual information or to respond to questions) in the discussions or deliberation with respect to such contract or transaction. Such person may be counted in determining whether a quorum is present but may not be counted when the Board or committee of the Board takes action on the transaction. The minutes of the meeting shall reflect the disclosure made, the vote thereon, the abstention from voting and participation and whether a quorum was present.