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Originally Drafted January 30, 2001
By order of the Board of Directors, these by-laws serve as Articles of Incorporation
Article I - Name
The name of this organization shall be "The Duke Chapter of The
Coastal Society," referred to henceforth as "The Duke Chapter."
Article II - Purposes
The Coastal Society was organized for the educational purposes
of: promoting knowledge, understanding, and wise use of coastal environments;
fostering interdisciplinary cooperation and communication among professionals,
interest groups, and individuals concerning coastal environments; encouraging
wise use of coastal resources consistent with the dynamic natural processes
of coastal environments; providing public information on the importance
of effective research and management programs; and articulating positions
on proposed legislation and policies. The Duke Chapter aims to provide
a meaningful forum for interaction between professionals and students.
Article III - Definitions
For the purposes of these By-Laws, the terms "Corporation," "Society,"
and "Organization" are used synonymously and refer to The Duke University
Chapter.
Article IV - Effect of These By-Laws
Nothing in these By-Laws shall be construed to supersede the
provisions of the Articles of Incorporation (such Articles and any amendments
thereof being hereinafter collectively referred to as the "Articles of
Incorporation"). In the event of a conflict, the Articles of Incorporation,
unless amended, shall prevail.
Article V - Membership
Section 1. Classes of Members
Members will be students, faculty, or employees of Duke University, or otherwise affiliated with Duke University. All members of the Duke Chapter are also members of national organization, The Coastal Society.
Section 2. MembershipArticle VI - Dues
(a) Membership will commence upon payment of dues.
(b) Membership may be terminated for non-payment of dues.
(c) All members shall have the same rights and privileges.
Section 1. AmountArticle VII – The Duke Chapter Officers
Annual dues for membership shall be determined by resolution of the Duke Chapter leadership and members. The Duke Chapter may charge dues beyond those of The Coastal Society to support chapter activities and events.Section 2. Period of Dues
Payment of dues shall cover the twelve-month period following receipt of a membership payment.
Section 1. Number and Election
(a) The Duke Chapter shall be managed by its Board of Directors: National Chapter Liaison Secretary, and two Events Coordinators. Whenever possible, the Events Coordinators will be represented both on the Duke University main campus in Durham, NC and at the Duke University Marine Lab in Beaufort, NC.
(b) All elected officers must be members of the Society upon nomination and prior to election. Officer positions may be held by undergraduates and graduates. No minimum term of membership is required to be eligible for a leadership position.Section 2. Duties, Powers, and Committees
(a) The Board of Directors shall control and manage the Society's affairs, property, and interests, and may exercise all powers of the Society, except as herein or in the Articles of Incorporation expressly conferred upon or reserved to the members.
(b) The Board of Directors may create and appoint committees to assist the Board in the conduct of the Society's affairs, subject to approval by the Board of Directors.Section 3. Quorum
Every member has one vote. Majority of the total number of elected leaders shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by the Articles of Incorporation or these By-Laws.
Section 4. Manner of Acting
(a) At all meetings of the Board of Directors, each elected member shall have one vote.
(b) Action by a majority of the Board of Directors at any meeting at which a quorum is present shall be the act of the Board of Directors.
(c) Proxy votes may be accepted if supported by written designation from the absent officer to the proxy voting officer, with specific reference to the issue(s) subject to a vote.Section 5. Resignation
Any Board member, official or ex-officio, may resign at any time by giving written notice to the Board of Directors. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the President.
Section 6. Removal
Any Board member, official or ex-officio, may be removed with cause at any time by the majority vote of the Board membership.
Section 7. Vacancies
Any vacancy in the Board of Directors occurring by reason of an increase in the number of positions or by reason of the death, resignation, disqualification, removal, or inability to act of any Board member, or otherwise, shall be filled for the unexpired portion of any term by a Society member nominated by the any of the remaining officers and approved by a majority vote of the remaining Executive Officers present and voting at any regular meeting or special meeting of the Board of Directors called for that purpose. Preference will be shown to non-winning candidates for office in the most recent Society election.
Article VIII - Officers
Section 1. Number and Term of Office
(a) The Officers of the Society shall consist of a National Chapter Liaison, Secretary, and two Events Coordinators. Whenever possible, the Events Coordinators will be represented both on the Duke University main campus in Durham, NC and at the Duke University Marine Lab in Beaufort, NC. Officers must be Duke University students (including undergraduate, professional, and graduate students).
(b) Elections of Officers shall be held by e-mail ballot prior to February 15 each year, or as soon as practical thereafter, to elect replacements for each Executive Officer position.
(c) Term duration is one year for each office. Term shall begin March 1, or as soon as practical thereafter depending on election proceedings, and continue until the following March.
(d) Elected Officers shall assume their office, duties, and responsibilities upon notification of election by the former officers.Section 2. Nominations and Elections
(a) Nominations, including self-nominations, shall be accepted from all members.
(b) To the extent possible, The Duke Chapter shall create a ballot of nominees from both the Duke University main campus in Durham, NC and from the Duke University Marine Laboratory in Beaufort, NC.
Section 3. Resignation
Any Executive Officer may resign at any time by giving written notice to the remaining officers. Such resignation will take effect upon receipt.
Section 4. Removal
Any Executive Officer may be removed with cause at any time by majority vote of the remaining officers.
Section 5. National Chapter Liaison
The National Chapter Liaison shall report on The Duke Chapter to The Coastal Society, including, but not limited to, attendance of the quarterly board meetings, correspondence with the Executive Director, and drafting of reports to be included in the newsletter.
Section 6. SecretaryArticle IIX - Committees
The Secretary will maintain a database of all members of The Duke Chapter and be responsible for sending membership applications and funds to the Executive Director. The Secretary will also work to keep all Chapter members informed of upcoming and planned activities. This may be done through correspondence, newsletters, or website. The Secretary should also inform non-members of The Duke Chapter to stimulate new membership.Section 7. Events Coordinator (Durham)
The Events Coordinator will be responsible for planning and executing events. The Events Coordinator shall inform the Secretary of any and all activities that should be made knowledge of The Duke Chapter membership. The Events Coordinator should assist the Liaison in drafting updates to The Coastal Society for purposes of board meetings and bulletin reports.Section 8. Events Coordinator (Beaufort)
The Events Coordinator will be responsible for planning and executing events. The Events Coordinator shall inform the Secretary of any and all activities that should be made knowledge of The Duke Chapter membership. The Events Coordinator should assist the Liaison in drafting updates to The Coastal Society for purposes of board meetings and bulletin reports.
Section 1. EstablishmentArticle IX - Awards
Committees shall be formed by the Executive Officers as necessary to plan, prepare, and administer programs and events of The Duke Chapter.
Section 1. Categories
The Executive Officers may confer special awards for exemplary service to deserving individuals. Awards shall be presented at the annual Nicholas School of the Environment Spring Banquet or another appropriate forum.
Section 2. SelectionArticle X - Execution of Instruments
Award recipients shall be discussed and approved by the Executive Officers and/or the majority of The Duke Chapter membership.
Article XI - Amendments
Section 1. Amendments to By-Laws
An amendment to these By-Laws may be proposed and submitted to the Executive Officers in writing by a member of The Duke Chapter. After general discussion, the proposed amendment shall be e-mailed to each member of the Society for approval. The amendment shall be effective upon approval by a simple majority vote of the members.
Section 2. Amendments to Corporate CharterArticle XII - Indemnity
The corporate charter may be amended in the same manner as these By-Laws, subject, however, to the laws and regulations of the State in which this corporation is incorporated. No amendment to the corporate charter shall be effective until appropriate acceptance of such changes are acknowledged by the incorporating State.
Section 1. General Indemnification
Any person made a party to any action, suit, or proceeding, by reason of the fact that he or she, their testator, or intestate representative is or was an Officer of the Society, or of any Society in which served as such at the request of the Society, shall be indemnified by the Society against reasonable expenses, including attorney's fees, actually and necessarily incurred by him or her in connection with the defense of such action, suit, or proceedings, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit, or proceeding, or in connection with any appeal therein that such Officer, Director, or employee is liable for negligence or misconduct in the performance of his duties.
Section 2. Caveat to Indemnification
The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any Officer or Director or employee may be entitled apart from the provisions of this section.
Section 3. Limits to Indemnification
The amount of indemnity to which any Officer or any Director may be entitled shall be fixed by the Executive Officers, except that in the case where there is no disinterested majority of the officers, the amount shall be fixed by arbitration pursuant to the then-existing rules of the American Arbitration Association.
Article XIII - General Prohibitions
(Notwithstanding any provision of the Articles of Incorporation
or By-Laws which might be susceptible to a contrary construction.)
Section 1. Intent
(a) The Society shall be organized and operated exclusively for the educational purposes set forth in Article II.
(b) Policies and positions of the Society on matters related to the management of coastal resources shall be reviewed and approved by the membership prior to being made public.
(c) The Society shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.
Section 2. EarningsArticle XIV - Distribution on Dissolution
(a) No part of the net earnings of the Society shall or may under any circumstances inure to the benefit of any private shareholder or individual.
(b) The Society shall not be organized or operated for profit.
(c) The Society shall not;(1) Lend any part of its income or corpus without the receipt of adequate security and reasonable rate of interest to;(d) The prohibitions contained in Article XX, Section 2(c) do not mean to imply that the Society may take such loans, payments, sales, or purchases to anyone else, unless such authority be given or implied by other provisions of the Articles of Incorporation or By-Laws.
(2) Pay any compensation, in excess of a reasonable allowance for salaries or other compensation for personal services actually rendered, to;
(3) Make any part of its services available on a preferential basis to;
(4) Make any purchase of securities or any other property, for more than adequate consideration in money or money's worth from;
(5) Sell any securities or other property for less than adequate consideration in money or money's worth to; or
(6) Engage in any other transactions which result in substantial diversions of its income or corpus to; any Officer member of the Board of Directors or substantial contributor to the Society.
Section 1. Dissolution
Upon dissolution of the Society, the Board of Directors shall distribute the assets and accrued income to one or more organizations as determined by the Board, but which organization or organizations shall meet the limitations prescribed in Article XX, Section (1)(a) and (2) inclusive. The Duke Chapter is not officially dissolved unless so designated by the faculty advisor.