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Constitution and Bylaws

(Revisions: 28 May 1995, 14 July 2006; Amended April 1998)


Article I - Name
The name of this organization shall be the "SOUTHEASTERN FISHES COUNCIL," and shall be referred to here in this document as the "Council." The Council is incorporated in Knoxville, Tennessee (October 7, 1977).
Article II: Purposes and Objectives
Section 1.Purposes.--The purposes of the Council shall be, (A) to provide for the pursuit and transmittal of information on the biology and conservation of southeastern fishes; (B) to promote the perpetuation of diverse natural assemblages of southeastern fishes and their habitats; and (C) to disseminate information to promote better curatorial management of and support for systematic fish collections, particularly of "types" and limited holdings of rare and endangered species. The term "southeastern fishes" is intended to include all native fishes of racial, subspecific, or specific status that inhabit drainages of the southeastern United States and additional drainages and endemic fishes as recognized by the Council. For the purposes of the Council, the southeastern United States shall be defined by the following drainages: Atlantic slope from the Potomac River southward to Key West, and Gulf of Mexico tributaries west to the Mississippi River; southern tributaries of the Ohio River from the Monongahela River to the Tennessee River; eastern tributaries of the Mississippi River from the Mississippi River Delta to the mouth of the Ohio River; Ozark Mountains and associated uplands, and the extension of Ozarkian rivers to the Mississippi River; Ouachita Mountains and associated uplands, and portions of other western Mississippi River and Gulf of Mexico tributaries east of the Balcones Escarpment to the Rio Grande River.
Section 2.Objectives.--The objectives of the Council shall be, (A) to stimulate and support studies in all phases of basic systematics, life history, ecology, and conservation of southeastern fishes; (B) to function in a professional advisory capacity, where appropriate, on questions involving conservation and protection of native southeastern fishes and their habitats and to adopt such measures as shall tend to ensure the continued survival of native southeastern fishes and the maintenance of their habitats in a natural state; (C) to publish the Proceedings of the Southeastern Fishes Counciland other appropriate publications to present current information relating to the biology and conservation of native southeastern fishes and their habitats; and (D) to commend outstanding action, by the public and professionally engaged individuals, supporting the purpose of the Council.
Article III: Membership
Any person interested or engaged in the conservation, protection or scientific study of southeastern fishes and their habitats shall be eligible for membership.
Article IV: Officers
The officers of the Council shall be a Chair, Chair-Elect, Secretary, Treasurer, Editor and Associate Editor, whose duties and terms of office are described in the Bylaws.
Article V: Meetings
Section 1.Annual Meetings.--The Council shall hold an annual meeting. A general business session (annual business meeting) open to all members shall be held during the annual meeting for the purpose of acting upon such business as may properly be considered by the membership at large.
Section 2.Special Meetings.--Special meetings may be called as necessary by the Chair, a majority of the full Council, or whenever requested in writing by 20 members of the Council.
Article VI: Management
Between the annual meetings, the business of the Council shall be conducted by the officers, acting within their individual offices, and by the Executive Committee.
Article VII: Tax-exempt Status
The affairs of the Council shall at all times be managed in such a way as to preserve and safeguard its tax-exempt status.
Article VIII: Dissolution
Upon dissolution of the Southeastern Fishes Council, the Executive Committee shall turn over to an educational institution mutually agreed upon all assets, accrued income, the Council Library, and other properties, which shall be held until such a time as another Council may be established except that the administrative functions shall continue until all supplies, inquiries, and obligations have been exhausted, all income has been received and all debts have been paid. A letter of termination and accounting shall be sent to Council members when all obligations have been effectuated and all official business matters have been legally terminated.

BYLAWS
Article I: Membership
Letters of application for membership shall be transmitted in writing to the Secretary.
Article II: Management
Section 1.Chair.--The Chair shall preside at meetings of the Council and the Executive Committee. The Chair of the Council shall appoint all regular and special committees, Chairs of the committees, and State Reporters who will serve concurrently with the Chair. The Chair of the Council shall be ex-officio a member of all committees.
Section 2.Chair-Elect.--The Chair-Elect shall assist the Chair in duties as needed. The Chair-Elect shall assume the office of Chair immediately after the second annual meeting following her/his election. He or she shall serve in the office of Chair for two years, terminating her/his duties at the conclusion of the second, subsequent annual meeting, at which time the then Chair-Elect shall assume the office of Chair.
Section 3.Secretary.--The Secretary shall issue notices of annual or special meetings, distribute materials to the membership, and record the minutes of annual or special meetings. In the event neither the Chair nor Chair-Elect can serve in their capacities, the Secretary shall serve pro tempore as Chair of the Council until the Executive Committee appoints a Chair to serve until the next scheduled election of officers.
Section 4.Treasurer.--The Treasurer shall serve as general business manager. The Treasurer shall be responsible for receiving and disbursing all funds of the Council. A report concerning the Treasurer's activities of the preceding year, and an auditing of accounts for that year, shall be made by the Treasurer to the Council at the annual business meeting, and at any time requested by the Chair.
Section 5.Editorial Board.--The Editorial Board shall be comprised of the Editor, Associate Editor, and three Subject Editors. The Editor shall be responsible for managing all aspects of publication of the Proceedings of the Southeastern Fishes Council and other publications of the Council. The Associate Editor shall assist the Editor as needed in her/his duties and additionally shall be responsible for the budget and production of the Proceedings of the Southeastern Fishes Council and other publications of the Council. The Subject Editors, appointed by the Chair to four year terms, shall be responsible for obtaining reviews of manuscripts forwarded to them by the Editor, overseeing final revisions of manuscripts, and returning revised manuscripts to the Managing Editor for final processing. Subject Editors also would be responsible for soliciting high quality manuscripts for publication in Proceedings of the Southeastern Fishes Council, including, but not limited to, reviews, syntheses, or papers to form series on specific topics.
Section 6.Terms of Office.--All officers, except the Editor and Associate Editor, shall serve for two years. The Editor and Associate Editor shall serve for four years. All officers will assume their duties at the close of the business meeting during which they are elected and terminate their duties at the conclusion of the annual business meeting two or four years hence from assumption of office.
Section 7.Vacancies.--Vacancies in all offices shall be filled pro tempore by majority vote of the Executive Committee, and the appointee shall serve until the next scheduled election.
Section 8.Nominations.--The Nominating Committee shall present a slate of candidates for each elective position, namely Chair-Elect, Secretary, Treasurer, Editor, and Associate Editor. Written approval shall be obtained from the candidates prior to the annual business meeting. The Committee's list of nominees shall be sent to the Secretary and shall be included in the program for the meeting. Additional nominations from the floor may be added to the Nominating Committee's slate at the time of the annual business meeting. Such nominees must accept the nomination while present on the floor. A person who is not present at the annual business meeting cannot be nominated from the floor.
Section 9.Balloting.--When more than one nominee for an office has been nominated, written ballots shall be received by the Secretary from members present at the annual business meeting and shall be counted by the Secretary and two members appointed by the Chair. If the Secretary has been nominated for re-election, the Chair-elect (or in her/his absence, an individual appointed by the Chair) will fill the obligations of the Secretary. Balloting for an individual nominee (a single candidate for an office) may be taken by a show of hands or indicated by voice.
Section 10.Election.--The nominee receiving the largest number of votes (a plurality) shall be declared elected. No one may hold two elective positions simultaneously in the Council.
Section 11.Order of Business.--The order of business at the Annual business meeting, unless changed by a majority vote of members present, shall be as follows:
  1. Minutes of the Previous Meeting.
  2. Report of the Secretary.
  3. Report of the Treasurer.
  4. Reports of the Committees.
  5. Election of Officers.
  6. Old Business.
  7. New Business.
  8. State Reports.
 
Section 12.Files.--The Council shall maintain a file containing: Constitution and Bylaws, minutes of all meetings, correspondence pertinent to Council affairs, all committee reports, financial statements and records, and any other material judged by the Executive Committee as pertinent.
Section 13.Resolutions and Public Statements.--Council members shall submit resolutions for consideration to the Resolutions Committee. These shall be considered by the Committee and, if adopted, prepared for submission to the Council members 30 days in advance of the annual business meeting. Information regarding previous actions taken by the Council may be issued by the Secretary upon request.
Article III: Committees and Regional Reporters
Section 1.Appointments.--The Chair of the Council shall appoint all regular standing and special committees and their chairs.
Section 2.Executive Committee.--The Executive Committee shall be composed of the officers of the Council and the immediate Past-Chair of the Council. The Executive Committee shall conduct its affairs to conform with the provisions of the Constitution and Bylaws. The Executive Committee is authorized to act for the Council between meetings and shall report its interim actions to the members at the succeeding annual business meeting. Any action of the Executive Committee may be overridden by a two-thirds majority vote of the attending membership.
Section 3.Nominating Committee.--The Nominating Committee shall be composed of three members of the Council appointed by the Chair.
Section 4.Program Committee.--The Program Committee shall be composed of three members of the Council appointed by the Chair. The Program Committee shall make necessary contacts to provide meeting places, accommodations and any arrangements that will promote the success of the annual meeting and any special meetings. The Committee shall be responsible for developing an interesting and informative program and agenda for the annual meeting.
Section 5.Constitution Committee.--The Constitution Committee shall be the Executive Committee. The Constitution Committee shall draft changes and revisions to the Constitution and Bylaws and present these changes to the Council for vote at the annual business meeting. Council members may recommend changes to the Constitution or Bylaws by submitting such changes to the Secretary for consideration by the Executive Committee.
Section 6.Resolutions Committee.--The Resolutions Committee shall be composed of three members of the Council appointed by the Chair. The Resolutions Committee shall draft resolutions in the accepted form and grammar and present the resolutions for discussion and vote. Resolutions shall be passed either by (1) majority vote of the assembled membership at the annual business meeting or (2) majority vote of the Executive Committee. The Resolutions Committee, acting upon approved resolutions, shall contact the appropriate news media or public officials to provide information. Council members may recommend adoption of resolutions by submitting such to the Chair of the Resolutions Committee at least 30 days prior to the annual business meeting. Resolutions will be limited to the management, conservation and protection of southeastern fishes or their habitats, and to resolutions of gratuity or memorial.
Section 7.Proceedings Committee.--The Proceedings Committee shall be composed of the Editor, Associate Editor and three members of the Council appointed by the Chair. The Committee shall advise the Editor, who shall be the Chair of the Committee.
Section 8.Awards Committee.--The Awards Committee shall be composed of four members of the Council. The Awards Committee shall develop an awards program, and evaluate and identify qualified Council members for special recognition.
Section 9.Technical Advisory Committee.--The Technical Advisory Committee shall be composed of Council members as follows: The Executive Committee, two active field biologists from separate States, three college or university faculty members conducting research on southeastern fishes, and three individuals selected from the membership at large. It shall be the responsibility of the Technical Advisory Committee to serve upon the appointment and at the direction of the Chair in providing assistance, technical knowledge and expertise directed toward the conservation of the southeastern fishes and their habitats, and to perform other duties as outlined in the Constitution and Bylaws.
Section 10.Dissolution Committee.--The Dissolution Committee shall be an automatic committee and shall be composed of the existing officers of the Council.
Section 11.Special Committees.--Special Committees shall be appointed as needed to fulfill the purposes and objectives of the Council.
Section 12.State Reporters.--One or more State Reporters shall be appointed for each state within the areas designated under Article II, Section 1. States completely within these defined southeastern drainages include Alabama, Arkansas, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, Tennessee, Virginia, and West Virginia. States partially with southeastern drainages include Kansas (western Ozark uplands), Maryland (Potomac and Monongahela rivers), Missouri (Ozark uplands), Oklahoma (western Ouachita and Ozark uplands), Pennsylvania (Monongahela River), and Texas (east of Balcones Escarpment). If no State Reporter is available for a given state, a Reporter from a neighboring state will be assigned reporting responsibilities. The State Reporters shall function in a liaison capacity between her/his state and the Executive Committee, and as Chairs of special committees appointed by the Chair of the Council, to assist in carrying out their responsibilities.
Section 13.Tenure.--All committees and State Reporters shall serve two years with the Chair who appointed them or, in the case of special committees, until the duties assigned have been discharged. Any committee member or State Reporter may be reappointed.
Section 14.Vacancies.--In the event that a committee member or State Reporter is unable to complete her/his term of office, the Chair of the Council shall appoint a replacement for the remainder of the unexpired term.
Article IV: Meetings
Section 1.Annual Business Meeting.--The annual business meeting of the Council shall be held during the annual meeting and at the time and location determined by the Executive Committee, based on the recommendation of the Program Committee. Notice of the annual business meeting shall be given to the Secretary at least six months prior to the annual meeting. Council members shall be notified of the annual business meeting at least ninety days prior to the annual meeting.
Section 2.Quorum.--The quorum shall be over 50 percent of the indexed membership or 20 members, whichever is less.
Section 3.Meeting Rules.--The rules contained in the latest revision of Roberts' Rules of Order shall govern the Council in all cases in which they are applicable, and in which they are not inconsistent with the Bylaws or the special rules of order of the Council.
Section 4.Minutes of Meetings.--Minutes of all meetings shall be recorded by the Secretary or any member designated by the Chair.
Article V: Finances
Section 1.Finance.--Funds of the Council shall be under the supervision of the Treasurer and shall be handled by the Treasurer.
Section 2.Disbursement.--The Treasurer shall make no disbursements of the Council's funds, other than routine purchases, without authorization of the Chair. The Treasurer shall, at frequent intervals and in the name of the Council, deposit all funds of the Council in a financial institution(s) approved by the Executive Committee. The Treasurer shall balance the accounts at the end of each fiscal year and her/his report shall reflect the adjustments as required by the annual audit.
Section 3.Audit.--An audit of the Council's financial status shall be made at the end of each fiscal year by the officers of the Council.
Section 4.Bond.--The Treasurer need not be bonded.
Section 5.Funds.--Funds shall be derived from dues, special assessments, work projects and contributions.
Section 6.Dues.--Annual dues shall be an amount determined by vote of the Council at the annual business meeting and shall be payable by the annual meeting.
Section 7.Publications.--The cost for producing and distributing the Proceedings of the Southeastern Fishes Council and other publications of the Council shall be covered through dues, the sale of copies, and contributions.
Section 8.Fiscal Year.--The fiscal year of the Council shall end on December 31.
Article VI: Changes to the Constitution and Bylaws
Changes to the Constitution and Bylaws can be made at annual business meeting or by email. Proposed changes to the constitution at the annual business meeting must be voted on by members, and passed if two-thirds of the members present at the meeting support the change. Changes made by email must be voted on by the current membership of the society at the time of the vote, and passed by two-thirds majority vote of the members voting by email. Notification and proposed changes to the Constitution and Bylaws should be submitted for consideration by the Constitution Committee during the normal nine month school year (members may be out of the country for extended periods during the summer). The announced voting time will be a 10-day period stipulated in a 30-day notification of a proposed change to the Constitution and Bylaws, which will be sent by the Constitution Committee to the membership. (Revised 14 July 2006, New Orleans).

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