TOS Bylaws

Article I.  Name.

This Society shall be called The Oceanography Society (“Society”).

Article II.  Objectives.

The objectives of the Society are the development and dissemination of knowledge of oceanography, marine engineering and maritime research and such other purposes as are stated in the Articles of Incorporation.

Article III.  Membership.

1. Categories of Members. The membership of the Society shall consist of two (2) classes of members: (1) Active Members; and (2) Associate Members.

A. Active Members.

1. Qualifications. Active Members shall be interested in the advancement of the objectives of the Society and shall satisfy one (1) or more of the following criteria:

i. Hold a graduate degree in oceanography, marine engineering, or related science or engineering field;

ii. Presently enrolled in oceanography, marine engineering, or related maritime studies at an accredited institution of higher learning;

iii. Have equivalent experience, as determined by the Society’s Council, in an activity in which his or her knowledge is applied to the advancement or applications of oceanic or related sciences; or

iv. Other persons deemed, in the sole discretion of the Society’s Council, to have advanced the objectives of the Society by activities such as management, public service, policy and leadership or contributions to ocean education.

2. Rights. Only Active Members are eligible to vote on matters requiring votes from the Society’s membership as outlined in these Bylaws, the Society’s Articles of Incorporation or otherwise by law.  Only Active Members are eligible to hold office and to be members of the Council with such further limitations as may be imposed by these Bylaws.

B. Associate Members.

1. Qualifications. Those eligible to become Associate Members shall be individuals not otherwise qualified to be an Active Member, but otherwise interested in the advancement of the objectives of the Society (such as high-school students or interested members of the public), and also satisfy any additional requirements the Council may outline.

2. Rights. Associate Members do not have the right to vote on matters requiring votes from the Society’s membership as outlined in these Bylaws, the Society’s Articles of Incorporation or otherwise by law.  Additionally, Associate Members are not eligible to hold office and to be members of the Council with such further limitations as may be imposed by these Bylaws.

2. Membership Admission. The Society’s Council may establish additional criteria for admission to each category of membership in addition to subclasses of membership in a manner proscribed by the Society’s policies and procedures, provided such policies and procedures are consistent with these Bylaws.

3. Removal from Membership. Membership in the Society shall be terminated for failure to pay required dues.  Membership also may be terminated on the ground of illegal, unprofessional, or improper conduct of such nature that it conflicts with the Society’s purposes or its “Policy on Professional Integrity, Ethics, and Conduct, and Guidelines on Implementation,” as may be amended or supplemented from time to time.  An individual’s membership may be terminated on the ground of such conduct only if the individual has been notified in writing of the reason, has had opportunity for a hearing held according to procedures established by the Society’s Council, and termination of membership has been approved by the affirmative vote of two-thirds (2/3) Councilors present and entitled to vote at a duly organized meeting.

Article IV.  Dues.

The Council shall determine the amount of membership dues and assessments for each membership class, or subclass as may be applicable.

Article V.  Council.

1. Authority. The Council referred to herein shall be the Board of Directors provided for pursuant to the Articles of Incorporation and the members of the Council shall be known as Councilors.  The corporate powers of the Society shall be vested in the Council subject to the Articles of Incorporation and Bylaws of the Society.

2. Composition. The Council shall be the principal governing body of the Society. It shall consist of the President, the President-Elect, and the Immediate Past-President, and at least six (6) other Councilors elected by the voting members of the Society, in a manner determined by the Council and consistent with these Bylaws, for a term of three (3) years, with the terms of approximately one-third (1/3) of the Councilors ending each year. Councilors are eligible for re-election but not to consecutive terms, except in the case the Councilor becomes President-Elect (or by virtue of that role then President, or Immediate Past-President) or in the case of an individual filling a vacant term. The Executive Director, Corporate Secretary and Treasurer shall also be ex-officio, non-voting members of the Council.  Additional Councilors may be added beyond what is required by these Bylaws in the discretion of the Council, with the goal of having broad representation from oceanography, including ocean policy, marine engineering and ocean education.  Any such additional Councilors shall serve for a term of three (3) years, unless otherwise determined by the Council.

3. Council Appointments. The Councilors shall appoint, as needed, an Executive Director, a Corporate Secretary and Treasurer. New appointments in each case shall require an affirmative vote of a majority of those Councilors present and entitled to vote at a duly organized meeting.

4. Removal. A Councilor may be removed from the Council with or without cause by two-thirds (2/3) of the Councilors present and entitled to vote and a duly organized meeting.

5. Resignation. Any Councilor may resign at any time by delivering a written resignation to the President or President-Elect. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective.

6. Vacancies. A vacancy on the Council may be filled by the Council for the unexpired portion of the term.

7. Council Meetings. The Council shall meet at least once a year. A meeting shall also be held within thirty (30) days of a request for such meeting by the President, the Executive Director, or any four (4) voting members of the Council. Meetings of the Council may be held by the Internet or other electronic communications technology, provided that the selected systems allow participants to communicate substantially concurrently with one another, vote on matters submitted to the Council, pose questions and make comments. Any Councilor(s) participating in a meeting through such technology shall be considered to be present in person at the meeting.

8. Quorum. One-third (1/3) of the number of Councilors then in office and entitled to vote shall constitute a quorum for the transaction of any business at a meeting of the Council.  If at any meeting of the Council there is less than a quorum present, the majority of those present may adjourn the meeting to a designated date, time and place where any such business that could have been transacted at the meeting originally called may be transacted without further notice.

9. Actions of the Council. The action of a majority of the Councilors that are present and entitled to vote at a meeting at which quorum is present shall be the action of the Council, unless a greater number is required by law, these Bylaws, or the Society’s Articles of Incorporation.  Notwithstanding the foregoing, any action required or permitted to be taken by the Council may be taken without a meeting if all of the Councilors entitled to vote with respect to the subject matter consent in writing (or by email) to such action.

Article VI.  Committees.

1. Creation. The Council may create such committees as may be deemed desirable in carrying out the purposes of the Society.  Such committees shall be elected or appointed in such manner as may be determined by the Council and shall have such lawful duties as may be specified by the Council.  An individual may be a member of any such committee if such individual is a member of the Society. Such individual need not be an Officer or Councilor of the Society, but if so, the committee shall not exercise the powers of the Council.

2. Publication. The names, purposes, membership, and terms of office of members of all Committees established by the Council shall be published in the Society’s official publication established pursuant to Article XII or provided electronically to members.

Article VII.  Officers.

1. Officers of the Society. The Officers of the Society shall be the President, President-Elect, Immediate Past-President, Executive Director, Corporate Secretary, and Treasurer.

A. Elected Officers: The President-Elect shall be elected by the members in a manner determined by the Council and consistent with these Bylaws.  The President-Elect shall serve a term of two (2) years.  Upon the expiration of the President-Elect’s term, the President-Elect shall automatically succeed to the office of President and shall serve as President for a term of two (2) years.  Upon the expiration of this term as President, the President shall then automatically succeed to the office of Immediate Past-President for a term of two (2) years.  Following that term, he/she/they shall no longer serve as an Officer on the Society’s Council for a period of at least three (3) years.

B. Appointed Officers: The Council shall appoint two (2) Active Members of the Council to serve as Corporate Secretary and Treasurer for a term of (2) years, which may be renewed. The Corporate Secretary and Treasurer shall be ex-officio, non-voting members of the Council.

C. Ex-Officio Officers: The Society’s Executive Director shall be an ex-officio, non-voting member of the Council.

2. Concurrent Service. More than one (1) appointed office may be held by any individual. However, the President or Executive Director shall not also serve as the Treasurer.

3. Removal. Removal of the President, President-Elect, or Immediate Past-President, Corporate Secretary, and Treasurer shall be, with or without cause, upon the affirmative vote of at least two-thirds (2/3) of those Council members present and entitled to vote.

4. Resignation. Any Officer may resign at any time by delivering a written resignation to the President or President-Elect. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective.

5. Vacancies. A vacancy in any office may be filled by the Council for the unexpired portion of the term, with the exception that in the event the vacancy is in the office of President shall be filled by the President-Elect for the remainder of the unexpired term.  In the event of a vacancy in the office of President-Elect, the vacancy shall be filled by the Council for the remainder of the unexpired term, either by appointed by the Council or, at the Council’s election, through a special election of voting members arranged for the purposes of selecting a President-Elect.

6. Duties. The Officers of the Society shall have the following duties, rights, and responsibilities:

A. The President shall preside at all meetings of the members of the Council and shall perform such other duties and exercise such other powers as shall from time to time be assigned by the Council.

B. The President-Elect shall preside, in the absence of the President, at all meetings of the members of the Council and shall perform such other duties and exercise such other powers as shall from time to time be assigned by the Council.

C. The Executive Director shall, unless authority is given to other officers or agents to do so, execute all contracts and agreements on behalf of the Society which are authorized by the Council. It shall be his or her duty to carry out the orders of the Council.  In the absence of the President and the President-Elect, the Executive Director shall preside at meetings of the members and the Council.

D. The Corporate Secretary shall have such powers and duties as are customary in a corporation of this type and shall be responsible for such duties as assigned by the Council.

E. The Treasurer shall be responsible for the financial aspects of the Society and shall have such powers and duties as are customary in a corporation of this type and shall be responsible for such duties as assigned by the Council.

Article VIII.  Compensation.

Councilors and members of any committee shall not be compensated for services as Councilors or committee members, but may be reimbursed, as authorized by the Council, for actual and reasonable expenses incurred in performing duties assigned to them by the Council.

Article IX.  Meetings of Members.

1. Annual Meeting. There shall be an annual business meeting of the members held at such time and place as may be designated by the Council.

2. Special Meetings. A special meeting of the members may be called by the President or the Council or may be called by the Executive Director upon petition signed by at least five percent (5%) of the members eligible to vote on the preceding May 1. Any special meeting called by the Executive Director pursuant to petition of members shall be held within ninety (90) days of the petition for such meeting at a time and place designated by the Council. The Executive Director shall give notice of the meeting not less than thirty (30) days before the date on which the meeting is to be held.  No other business outside of the purposes identified on the notice shall be conducted.

3. Quorum. A quorum for the transaction of business at any business meeting of the Society’s members shall be at least ten (10) members who are eligible to vote on May 1 of that year.  The affirmative vote of a majority of the members present and eligible to vote shall be required for the resolution of any question.

The Council may make other rules for meetings not inconsistent with the Articles of Incorporation or Bylaws.

4. Meetings by Remote Communications. The annual meeting and any special meetings of the members may be held by means of the Internet or other electronic communications, provided that the selected systems allows participants to communicate substantially concurrently with one another, vote on matters submitted to the membership, pose questions and make comments.

Article X.  Nomination and Election of Elective Officers and Councilors.

1. Actions without a Meeting. Any action that may be taken at any annual or special meeting of members may be taken without a meeting if, at the election of the Council, the Society delivers a ballot, whether by print or electronic means, to every member entitled to vote on the matter.

2. Candidate Nominations. The Council shall arrange for the nomination of candidates for each elective office and Council position to be filled and the designated election day.

Nominations also may be made by petition signed by at least twenty (20) members eligible to vote, provided that the petition is received by the Executive Director together with the written consent of the nominee no later than one hundred and fifty (150) days prior to the annual meeting.

3. Advance Notice. At least thirty (30) days prior to the election day the Executive Director shall provide to each member eligible to vote a ballot containing the names of the nominees for elective office and the Council.  The ballot may also contain any questions for the Society’s voting members as designated by the Council.

4. Voting Procedures. The ballots must be received by the Executive Director at the headquarters of the Society by the designated election day. Each member eligible to vote shall be entitled to one (1) vote for President-Elect and one (1) vote for each Council vacancy to be filled. The candidate receiving the highest number of votes cast for each Council vacancy and for President-Elect shall be declared elected.

In the event of any tie vote between two (2) or more candidates for any office, including that of President-Elect, the Council shall choose between said candidates by secret ballot.

5. Additional Authority. The Council may adopt additional procedures governing elections that are consistent with the Articles of Incorporation and these Bylaws.  These additional procedures shall be announced to the members in a timely fashion.

Article XI.  Fiscal Year.

The fiscal year of the Society shall commence on the first day of October and end at the end of the thirtieth day of September of the following year.

Article XII.  Publications.

The Society shall issue an official publication and such additional journals, papers, books and the like as may be authorized by the Council.

Article XIII.  Indemnification of Officers, Councilors, and Employees.

1. Indemnification. To the fullest extent authorized by the District of Columbia Nonprofit Corporation Act, the Society shall indemnify and hold harmless any person who was or is a party, is threatened to be made a party, or is otherwise involved in any proceeding by reason of the fact that he or she is or was a Councilor, officer, employee or agent of the Society or was serving at the request of the Society as a Councilor, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The term “proceeding” shall include any action, suit, or proceeding, whether civil, criminal, administrative or investigative. The indemnification shall cover all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred in connection with any such proceeding. This provision shall apply whether the basis of such proceeding is alleged action in an official capacity or in any other capacity as a Councilor, officer, employee or agent unless the Executive Committee determines that the individual’s actions constituted willful misconduct or gross negligence.  No indemnification provided for herein shall be made unless authorized in accordance with D.C. Code § 29-406.55.

2. Authorization Required. The Society shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person, but only if the proceeding (or part thereof) was authorized by the Council.

3. Expenses. Expenses incurred by a Councilor, officer, employee, or agent in any such proceeding shall be paid by the Society in advance of the final disposition of such proceeding upon receipt of any undertaking by or on behalf of such Councilor, officer, employee, or agent to repay such amount if it shall ultimately be determined by the Council that he or she is not entitled to be indemnified by the Society.

4. Non-exclusivity. The right to indemnification and the advancement of expenses conferred in this Bylaw shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, agreement, vote of disinterested members of the Council, or otherwise.

5. Insurance. The Society shall maintain liability insurance, at its expense, with a limit of coverage of not less than $200,000 per individual claim and $500,000 per total claims that arise from the same occurrence.

6. Heirs, Executors and Administrators. The right to indemnification or advancement of expenses conferred by these Bylaws shall be contract rights, and such rights shall continue as to an indemnitee who has ceased to be a Councilor, officer, employee, or agent and shall inure to the benefit of the indemnitee’s heirs, executors, and administrators.

Article XIV.  Limitation of Liability of Officers and Councilors.

To the fullest extent that the District of Columbia Nonprofit Corporation Act permits elimination or limitation of the liability of Councilor, officers, employees, or agents, no such person shall be liable for monetary damages in any proceeding as the term is defined in the District of Columbia Nonprofit Corporation Act.

Article XV.  Amendments to the Bylaws. 

Amendments to these Bylaws may be proposed by any Councilor or submitted to the President in a petition signed by at least two percent (2%) of the members eligible to vote. The proposed amendment shall be adopted upon the affirmative vote of two-thirds (2/3) of the Councilors entitled to vote at a duly organized meeting.