Management of the Corporation
4.01 The Board shall direct all affairs and activities of the Corporation, including expenditure of its funds. Number. Qualification. and Tenure of Directors
4.02 The number of Directors shall be seventeen (17). Directors need not be residents of Texas. The seventeen directors shall be composed of: The President, the Vice-President, the Secretary, the International Secretary, the Treasurer, the Special Publication Series Editor, the Geochemical News Editor, the Executive Editor of the Society’s journal, Geochimica et Cosmochimica Acta, and the Chair and Secretary of the Society’s Organic Geochemistry Division as exofficio members of the Board (the "Ex-Officio Directors”). There shall be additionally six non-Officer/Directors (the "Non-Officer/ Directors”). The Ex-Officio Directors, Non-Officer/Directors and the most recently retired President of the Corporation shall constitute the Directors (the "Directors”). At least two Non-Officer/Directors shall have their principal place of professional residence outside of North America, and at least two Non-Officer/Directors shall have their principal place of professional residence in North America. The Ex-Officio Directors shall serve as Directors during their term of executive office. Nomination of Non-Officer/Directors
4.03 The Nominations Committee shall call for nominations for Non-Officer/Directors from qualified, eligible Geochemical Society members. The Nominations Committee shall consider these nominees, and if desired, submit nominations of their own. After consideration, the committee shall decide on at least two nominations for each Non-Officer/Director opening on the Board. The Nominations Committee shall ensure that their principal place of professional residence is as mandated in Section 4.02. The Nominations Committee shall be encouraged to achieve balanced representation on the Board with respect to scientific discipline, region, gender, and race. The Board shall vote to accept or reject the nominations from the Nominations Committee. If certain nominations are deemed to be unacceptable by the Board, then the Nominations Committee put forward replacement nominees within 30 days. Election of Non-Officer/Directors
4.04 If the Board accepts the nominations put forward by the Nominations Committee, then each of the Non-Officer/Directors shall be elected by a plurality vote of the membership of the Corporation for a term of four years. Terms for the Non-Officer/Directors shall be staggered such that elections occur every two years, and such that half of the Non-Officer/Directors rotate off of the Board at each election. The election will take place by email ballot, with votes tallied by the Geochemical Society Business Office Manager and an impartial observer. Each elected Non-Officer/Director shall take office on January 1 of the year following their election to the Board. Each Non-Officer/Director shall hold office until a successor is elected and qualified. A Non-Officer/Director may not be elected to succeed himself or herself as a Non-Officer/Director. The Ex-Officio Directors of the Corporation, upon taking their respective offices, shall be Directors. Only the most recently retiring President shall be a Director. Vacancies
4.05 Any vacancy occurring in the Board shall be filled by the Board. A vacancy shall be filled by the affirmative vote of a majority of the remaining Directors, even if it is less than a quorum of the Board or if it is a sole remaining Director. A Director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by election at the Annual Meeting or at a special meeting of members called for that purpose. Annual Meeting of the Board
4.06 The annual meeting of the Board (the "Board's Annual Meeting”) may be held without notice other than the By-Laws. The Board's Annual Meeting shall be held at the same place as the Annual Meeting. Regular Meetings
4.07 The Board may provide for regular meetings by resolution stating the time and place of such meetings. The meetings may be held either within or without the State of Texas and shall be held at the Corporation's registered office if the resolution does not specify the location of the meeting. No notice of regular meetings of the Board is required other than a resolution of the Board stating the time and the place of the meeting. Special Meetings
4.08 Special meetings of the Board may be called by or at the request of the President or any two Directors. A person or persons authorized to call special meetings of the Board may fix any place within or without the State of Texas as the place for holding a special meeting. The person or persons calling a special meeting shall notify the Secretary of the information required to be included in the notice of the meeting. The Secretary shall give notice to the Directors as required in the By-Laws. Notice
4.09 A written or printed notice of any special meeting of the Board shall be delivered to each Director not less than seven nor more than thirty days before the date of the meeting. The notice shall state the place, day and time of the meeting, who called the meeting and the purpose or purposes for which the meeting is called. Quorum
4.10 In meetings of the Board, a quorum shall consist of a simple majority of the 17 Directors. The presence of a Director by proxy shall not be counted in determining the existence of a quorum. The Directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough Directors leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of Directors required to constitute a quorum. If a quorum is not present at any time during a meeting, a majority of the Directors present may adjourn and reconvene the meeting one time without further notice. In the event that action must be taken in the absence of a quorum of the Board, the President may convene an emergency executive committee (the "Emergency Executive Committee”). The members of the Emergency Executive Committee shall be the President, Secretary and the Treasurer. If one of these is not able to attend, the President may appoint some other member of the Board as a replacement. Such Emergency Executive Committee shall have the power to act on behalf of the Board, but each of its actions is subject to ratification by a full quorum of the Board at its next meeting following such action, or by mail if necessary. Duties of Directors
4.11 Directors shall exercise ordinary business judgment in managing the affairs of the Corporation. Directors shall act as fiduciaries with respect to the interest of the members. In acting in their official capacity as Directors of the Corporation, Directors shall act in good faith and take action as they reasonably believe to be in the best interest of the Corporation and that are not unlawful. In all other instances, the Board shall not take any action that they should reasonably believe would be opposed to the Corporation's best interests or would be unlawful. A Director shall not be liable if, in the exercise of ordinary care, the Director acts in good faith relying on written financial and legal statements provided by an accountant or attorney retained by the Corporation. Actions of the Board
4.12 The Board shall try to act by consensus. However, the vote of a majority of Directors present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board unless the act of a greater number is required by law or the By-Laws. A Director who is present at a meeting and abstains from a vote is not considered to be present and voting for the purposes of determining the decision of the Board. For the purpose of determining the decision of the Board, a Director who is represented by a proxy in a vote is considered present. Proxies
4.13 A Director may vote by proxy executed in writing by the Director. No proxy shall be valid after three (3) months from the date of its execution. Compensation
4.14 Directors may receive salaries for their services. The Board may adopt a resolution providing for payment to Directors of a fixed sum and expenses of attendance, if any, for attendance at each meeting of the Board. A Director may serve the Corporation in any other capacity and receive compensation for those services. Any compensation that the Corporation pays to a Director shall be commensurate with the services performed and reasonable in amount. Removal of Directors
4.15 The members may vote to remove a Director at any time, only for good cause. Good cause for removal of a Director shall include the unexcused failure to attend three consecutive meetings of the Board. A meeting to consider the removal of a Director may be called and notice given following the procedures provided in the By-Laws. The notice of the meeting shall state that the issue of possible removal of the Director will be on the agenda. The Director shall have the right to present evidence at the meeting as to why he or she should not be removed, and the Director shall have the right to be represented by an attorney at and before the meeting. At the meeting, the Corporation shall consider possible arrangements for resolving the problems that are in the mutual interest of the Corporation and the Director. A Director may be removed by the affirmative of a majority of the members. The removal of a Director who is an Ex-Officio Director shall also operate to remove that person from their executive office.
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