Article VI. Meetings
Section 1. Place of Meetings
Board meetings shall be held at such place within the geographical region of the Chapter that has been designated from time to time by resolution of the Board of Directors. Any Board meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all Board members participating in such meeting can hear one another.
Section 2. Regular and Annual Meetings
a. The Board of Directors shall determine the number, times, and places of the regular meeting of the Chapter. There shall be at least four (4) meetings of the Board of Directors in each year.
b. One meeting each year shall be designated the Annual Meeting. At this
meeting, there shall be a business meeting for the Chapter's membership for reports of Officers, for a report on the election of Officers, for the nomination for Board of Directors, and for other items of business.
Section 3. Special Meetings
Special meetings of the Board of Directors may be called by the President, or any other Officer, and such meetings shall be held at the place designated by the person or persons calling the meeting.
Section 4. Conduct of Meetings
Meetings of the Board of Directors shall be presided over by the President of the Chapter or, in his or her absence, by the Vice-President of the chapter or,
in the absence of these persons, by a Chairperson chosen by the absentee President or Vice-President. The Secretary of the Chapter shall act as secretary of all meetings of the Board, provided that, in his / her
absence, the presiding Officer shall appoint another person to act as Secretary
of the Meeting.
Meetings shall be governed by Roberts Rules of Order, as such rules may be
revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws.
Section 5: Quorum
A simple majority of the voting members of the Board of Directors shall constitute a quorum; a simple majority of the voting members of the Executive Committee shall constitute a quorum.
Article VII: Amendments
An amendment of these By-Laws may be proposed in writing by the Board of Directors or the voting membership of the Chapter. An amendment is consummated and ratified when approved by a quorum vote of the Board of Directors and additionally approved by the Board of Directors of the Society of Environmental Toxicology and Chemistry.
Article VIII: Relationship with the Society of Environmental Toxicology and Chemistry
The Chapter is an independent nonprofit scientific and professional organization that is affiliated with the Society of Environmental Toxicology and Chemistry. The Society of Environmental Toxicology and Chemistry shall have no legal, contractual, or financial responsibility of any kind for the affairs of the Chapter.
Before the Chapter publishes technical information or otherwise publicly issues any statement upon a policy matter that purports to represent the opinion of the Society of Toxicology and Chemistry, it must obtain the consent of the Board of Directors of the Parent Society. The Chapter also agrees that from time to time the Society may restrict, limit, or prohibit the use of its name, logo, and acronym by the Chapter in certain publications, meetings, or similar activities involving communication with the public.
The Chapter also will not conduct any meetings or conferences that conflict with the Parent Society.
Article IX: Procedures
Procedures and other items not specified in this Constitution or in the By-Laws or by action of the Board of Directors shall be in accordance with Robert's Rules of Order.
Article X: Dissolution
Dissolution of the Chapter, for any cause, shall follow the same procedure as Constitutional amendments. The selection of the successor organization must be approved by a two-third (2/3) vote of the Board of Directors of the Chapter and a two-thirds (2/3) vote of the Parent Society's Board of Directors and named in the Board of Directors minutes and its articles of dissolution, but need not be named in the motion of the petition for dissolution.