Constitution and Bylaws of the American Geosciences Institute

CONSTITUTION

(Revised June 1, 2023)

Article I – Name

This Institute, which is incorporated under the laws of the District of Columbia, shall be called the American Geosciences Institute.

Article II – Purpose

The purpose of the Institute shall be to encourage the advancement of the Earth Sciences as an integrated field of scientific and professional endeavor in the broadest sense for the public welfare and the education of geoscientists, by coordinating and supplementing appropriate activities of its constituent societies and other organizations in

(a) promotion of research and education in the Earth Sciences and application of these activities to the public welfare;

(b) improvement of the qualifications and attainments of scientists in disciplines of the Earth Sciences by establishing and maintaining high standards of education;

(c) increase and disseminate knowledge in the Earth Sciences by means of publications, conferences, meetings, reports, papers, discussions, K-12 and higher education, and other means of scientific communication, and through such other activities as the constituent societies may request and agree to be desirable for accomplishing the stated high purposes of this organization;

(d) support inclusivity and diversity as defined in our professional standards of conduct.

Article III – Membership

1. Member Society. Any society of national or international scope concerned with any of the Earth Sciences, the objectives of which are in keeping with the purposes of the American Geosciences Institute, shall be eligible to become a Member Society upon meeting conditions prescribed in the Bylaws.

2. Other Classes of Membership. Other classes of membership or affiliation may be established by the Board of Directors. Article IV Governance

The governance of the Institute shall be vested in the eight (8) elected officers, a Board of Directors, and a Member Society Council. The composition of each body, the manner of selection, the terms of office, the specific duties, responsibilities, and other matters relevant to such bodies and officers shall be provided in the Bylaws. Any responsibility and authority of governance of this Institute not otherwise specified in these governing documents shall be reserved to the Board of Directors.  

Article V – Dissolution

In the event that the Institute is dissolved, all of its property shall be transferred only to such other organization or organizations as shall be determined to have purposes and activities most nearly consonant with those of the Institute, provided that such other organization or organizations shall be exempt under Section 501 (c) (3) of the Internal Revenue Code or corresponding provision of the Internal Revenue laws.

Article VI – Bylaws

The Member Society Council shall enact such Bylaws and amendments to the Bylaws not in conflict with this Constitution as may be necessary for the proper governance of the Institute.

Article VII – Amendments

The Constitution of the Institute may be amended by a two-thirds vote of the Board of Directors and by two-thirds of the total votes of the Member Society Council, but such amendments shall not become effective until ratified by the governing bodies of the majority of the Member Societies. The Bylaws of the Institute may be amended by a two-thirds vote of the Board of Directors and by a majority of votes of the Member Society Council.

BYLAWS

Article 1 – Membership

1. Member Society. A Member Society shall be elected to membership in the Institute by the Member Society Council. Application for Membership shall be made in writing to the Secretary and circulated to the Member Society Council at least thirty (30) days prior to any scheduled meeting of the Council.

2. Voluntary Withdrawal by a Member Society. A Member Society shall have the right to withdraw from the Institute at any time, but after such withdrawal shall be required to discharge its debts and all remaining obligations to the Institute for a period of six (6) months, or for the remainder of that fiscal year, whichever period is longer.

3. Removal from Membership. Any Member Society or other member or affiliate, six (6) months after advance notice of such intended action, may be removed from membership by the Member Society Council.

4. Vested Rights or Title. A Member Society, or any other member or affiliate, or individual shall not have or accumulate, individually or collectively, any right, title or interest in any property or other asset of the Institute.

5. Readmission. A member or affiliate which has been separated may be readmitted by the Board of Directors. Readmission may be requested by letter to the Secretary.

Article II – Finances

1. Dues and Financial Support. Financial support shall be provided by the Member Societies and other sources related to the purposes and activities of the Institute. Dues to be paid by each Member Society shall be based on the size of membership of the society. The Board of Directors shall have authority to establish annual dues to be paid by members or by other categories of membership or affiliation. Member Societies that have paid dues for the current fiscal year are considered to be in good standing. Any Member Society that has not paid its dues for the current fiscal year shall be considered to not be in good standing and shall not have voting rights on the Member Society Council until dues have been paid. Societies that do not collect membership dues may, at the discretion of the Executive Director, provide equivalent support to the Institute in lieu of dues and thereby be considered in good standing. The Board of Directors may solicit and receive additional funds for Institute operations.

2. Fiscal Year. The fiscal year of the Institute shall follow the Federal fiscal year schedule: October 1 to September 30 of the following calendar year.

3. Insurance. Officers and employees of the Institute shall be covered by Directors and Officers Liability Insurance as provided by the Institute.

4. Audit. The Board of Directors shall appoint a firm of certified public accountants to conduct an annual audit of financial affairs of the Institute in accordance with generally accepted accounting principles. The audit will be presented to the Audit Committee for review and recommendations to the Board of Directors. The audit will be open to inspection by Member Society Council.

Article III Member Society Council

1. Jurisdiction. The Member Society Council is the representative body of the Institute’s Member Societies. The Council shall have responsibility for nominating and electing the officers of the Institute and the voting members of the Board of Directors. The Council shall also recommend to the Board of Directors nominees for the Institute’s honors and awards. In addition to these duties, the Council serves in an advisory capacity to the Board of Directors and as a link between the Institute and its Member Societies. In this capacity, the Council shall keep abreast of the Institute’s programs and functions and offer its recommendations to the Board of Directors. The Council shall report to the Board of Directors on all matters involving constitutional review referred to it and shall undertake any special projects wherein guidance is requested by the Board of Directors.

2. Nominations. The Council shall elect, from a slate of nominees and/or nominations from the floor, the Institute’s officers and the Member at Large of the Board of Directors.

3. Honors and Awards. The Council shall recommend recipients for all honors and awards that may be established by the Board of Directors, or for which the Institute is requested to provide nominations.

4. Long Range Planning and Policy Review. The Council shall serve as a policy body to review the Institute’s activities and advise the Board of Directors to make appropriate changes in programs and policies.

5. Constitution Review. The Council shall periodically review the Constitution and Bylaws and make appropriate amendments to meet the changing needs of the Institute.

6. Communications Link with Member Societies. The Council shall serve as a communications link between the Institute and its Member Societies – keeping the societies abreast of Institute activities and advising the Institute of Member Society views and recommendations with regard to these activities.

7. Composition and Terms of Office. The members of the Council shall consist of the following:

   a) One (1) member selected by each Member Society.
   b) Current AGI President who serves as Council Chair.
   c) The immediate Past President and the preceding available Past President of AGI.

8. Meetings. The Council shall meet jointly with the Board of Directors, in the spring and in the fall. Meetings may be held in person or virtually (electronically). The Council will report to the Board of Directors at the joint meetings. The Council shall elect Institute officers and other members of the Board of Directors and identify candidates for Institute and other awards at its meeting in the spring.

   A quorum shall consist of a minimum of 50% of the total votes of the Member Societies in good standing or a majority of the representatives of Member Societies in good standing. Proxy voting is allowed. Each Council Member has the right to designate an alternate who is a member of that society to assume membership for any formal meeting of the Council. Membership on the Council will begin the 1st of January following the date of appointment, or on the date of appointment to an unexpired term of a former Member. All matters to come before the Member Society Council shall be circulated in writing to its Members and to the Board of Directors at least thirty (30) days prior to meetings, except that matters may be introduced from the floor on approval of two-thirds of the votes of the Council.

9. Presiding Officer. The President of AGI shall serve as Chair of the Council and shall also be an ex officio member of all Council Committees. If the President is not available, the most recent available Past President shall serve.

10. Voting. Each society representative on the Member Society Council, in meeting assembled or by mail/email ballot, shall have one (1) or more votes according to the following formula based on the membership of the represented society: Each Past President of AGI serving on the Council, except the Chairperson, shall have one (1) vote unless also serving as a Society Representative, in which case he or she shall vote on behalf of the Society.

Society Members	Votes
1,000 or fewer	1
1,001 to 3,000	2
3,001 to 6,000	3
6,001 to 10,000	4
10,001 to 15,000	5
15,001 or more	6

11. Nominating Committee. The Nominating Committee shall consist of the two (2) Past President Council Members and three (3) additional Council Members. The preceding available Past President (Past Past President) shall be Chair. This Committee shall make nominations for officers and Members at Large for the Board of Directors and for recipients of honors and awards for which no other nominating committee has been established.

Article IV – Board of Directors

1. Executive Authority. The executive authority of the Institute shall be vested in the Board of Directors consisting of the following Members:

   a) President
   b) President Elect
   c) Past President
   d) Secretary
   e) Treasurer
   f) Three (3) Members at Large
   g) Executive Director (ex officio, nonvoting)
   h) The Chair or Chair’s appointee of the Geoscience Development Roundtable (ex officio, nonvoting)
   i) Board of Directors may appoint an assistant Secretary (nonvoting)

2. Jurisdiction. The Board of Directors shall have general executive control and management of the affairs and funds of the Institute; these shall include, but not be limited to: maintaining and administering funds for purposes provided under the Constitution and Bylaws; and performing such other administrative duties as required by the Member Society Council to accomplish the objectives and purposes of the Institute.

3. Meetings. The Board of Directors shall meet in the spring, in the fall, and at such other times designated by the Board of Directors and at the call of the President. The Board of Directors shall report to the Member Society Council. A quorum shall consist of three (3) voting Members. Board of Directors and committee meetings may be held electronically by an Internet meeting service and/or by telephone

   During electronically held meetings of the Board of Directors or committees, motions for consideration shall be made and seconded by voting members and posted through an Internet meeting service and/or sent electronically to all voting members. The Chair shall alert members when polls are open on any motion. Voting shall remain open until sufficient votes have been cast for the motion to either pass or fail. Additional rules regarding electronic meetings may be adopted by the Board of Directors or committees for their respective meetings.

4. President. The President shall serve as the Chair of the Board of Directors and oversees committee affairs, ensuring the integrity of the Board’s process in governing and supporting the organization. The President acts as the representative of the Board as a whole and shall appoint the members of all Committees provided for in the Bylaws.

5. President Elect. The President Elect shall succeed to the presidency at the end of the fall meeting of the Member Society Council. No sitting President shall be eligible for nomination to the office of President Elect. The President Elect shall work closely with the President so as to provide maximum continuity in operation of the Institute on assumption of the duties of the President.

6. Past President. The Past President shall serve for one year on the Board of Directors immediately following term as President. If the President becomes unable to serve, the Past President will immediately assume the Presidency. In addition, the Past President will work closely with the President and President Elect and other Board of Directors Members as well as Member Society Council Representatives to provide maximum continuity in operation of the Institute.

7. Secretary. The Secretary shall be responsible for recording the actions of the Board of Directors and shall perform other duties as may be directed by the Board of Directors. The Secretary shall serve a two (2) year term and may be reelected. The Secretary, in addition to the President, shall be authorized to sign official documents. The Board of Directors may appoint an assistant Secretary when the need arises.

8. Treasurer. The Treasurer shall be responsible for financial record maintenance of the Institute and work with the AGI Executive Director and staff to review financial reports, and interactions with accountants and auditors to help keep the Board informed of financial matters. The Treasurer shall serve as Chair of the Finance Committee and shall make the annual Treasurer’s report to the Board of Directors and the Member Society Council. The Treasurer shall serve a two (2) year term and may be reelected. A Member of the Board other than the Treasurer or Past Treasurer shall serve as Chair of the Audit Committee.

9. Members at Large. Three (3) Members of the Board of Directors shall be known as the Members at Large. These Members shall be elected for three (3) year staggered terms. The Members at Large shall be representative of the diversity of the Member Societies and, when possible, provide appropriate geographic distribution. At least one of the Members at Large should be an early-career professional geoscientist (defined as, at the time of nomination, not more than twelve [12] years since earning a bachelor’s degree, with possible exceptions for individuals with caring responsibilities).

10. Executive Director. The Board of Directors shall select and employ an Executive Director of the Institute who will serve as the Chief Executive Officer. The Executive Director will be an ex officio, non-voting Member of the Board of Directors. Board of Directors policies shall be implemented by the Executive Director, who shall have charge of the Institute headquarters and staff personnel as authorized by the Board of Directors as outlined in the position description. The Executive Director shall be the Registered Agent of the Institute and shall be empowered to affix the Corporate Seal and execute official documents of the Institute, shall be the person to whom all official notices to the Institute will be addressed, and shall be responsible for the physical custody of all official documents held in repository at Institute headquarters. The Executive Director will assist in the work of all committees to ensure the effectiveness of the activities of the Institute. For continuity of operations at least one other Program Director of the Institute must be designated to certify and execute official documents in the event the Executive Director is indisposed.

11. Election of Officers and Member at Large. The Nominating Committee shall, during the first quarter of the calendar year, select from the past or current membership of the Member Society Council, or the former Board of Directors, or from among those who have served as an elected officer of an AGI Member Society, one (1) nominee for the office of President-Elect, and one (1) nominee for one (1) Member at Large, and in alternate years one (1) nominee for the office of Secretary, one (1) for Treasurer, for the succeeding term of office. The Member Society Council shall elect officers for the succeeding term at its second quarter meeting. The Nominating Committee should select one individual for each position and should submit the nomination to the Board of Directors for a vote. The Board of Directors should forward one nomination for each position to the Member Society Council for a vote.

  12. Terms of Office.

13. Succession of Officers and Vacancies. In the event of the death, disability, or resignation from office of the President, the Past President shall assume that title and duties of office for the remainder of the current term. Any other officer or Member at Large who, at any time during the term of office, or time of being an officer designate, shall suffer death, disability, or shall resign, shall be succeeded in that term of office by any otherwise qualified person designated by the Board of Directors.

14. Rapid Response. The officers responsible for rapid response decisions of the Institute shall be the following:

    a. President
    b. President Elect
    c. Past President

    These officers will respond to emergency issues of concern to the Institute without the need for a full Board of Directors vote. Contact will be through the Executive Director. Decisions will be reviewed by the Board of Directors at their next meeting.

Article V Committees

1. Internal Diversity, Equity, and Inclusion (DEI) Committee. AGI is committed to diversity, equity, and inclusion in the geosciences. Through (a) solicitation of nominations for leadership positions, medals, and awards, (b) criteria for selection, and (c) deliberations of committees, AGI encourages the selection of nominees that represent and respect the breadth of perspectives of the membership of the Member Societies. This standing committee oversees AGI’s commitment to DEI. A current or past Board Member serves as Chair.

2. Finance Committee. A standing Finance Committee shall oversee the financial affairs of the Institute. The Treasurer shall serve as Chair of the Committee for two years. Membership on the Finance Committee shall be governed by the Finance Committee Charter.

3. Audit Committee. A standing Audit Committee shall oversee the financial audits of the Institute. A Member of the Board other than the Treasurer or Past Treasurer shall serve as Chair of the Committee. Membership of the Audit Committee shall be governed by the Audit Committee Charter.

4. Governance Committee. A standing Governance Committee shall oversee recruitment to Institute leadership positions and awards. The Committee shall periodically review Institute policies including but not limited to nominations, whistleblower protection, document retention, ethics, and diversity, equity, and inclusion as further defined in the Governance Committee Charter. The Committee shall consist of the President, Past President, President Elect, one or more Board Members at Large appointed by the President, and Executive Director (ex officio, nonvoting). The Past President shall serve as Chair of the Committee with support from the Executive Director.

5. Development Committee. A standing development committee, known as the Geoscience Development Roundtable, shall oversee financial support to AGI from individuals, foundations, and corporations and counsel the Board of Director and AGI staff leadership on development opportunities. The Chair shall be appointed by the Board of Directors. Membership shall be governed by the Geoscience Development Roundtable Charter.

6. Standing Committees. The Board of Directors shall establish or dissolve such standing committees as are required for the conduct of Institute business. New Members of such standing committees shall be divided into three equal staggered classes, each class serving for three years. Members of such standing committees shall be appointed by the President.

7. Ad Hoc Committees. The President shall establish, as needed, ad hoc committees and select the members of such committees.

Article VI Rules of Order

The proceedings of all bodies of the Institute shall be governed by Robert’s Rules of Order, Newly Revised, except as otherwise provided in the Bylaws.

Article VII – Amendments

The Bylaws of the Institute may be amended by a two-thirds vote of the Board of Directors and by a majority of votes of the Member Society Council.