Establishment of Committees
6.01 The Board may adopt a resolution establishing one or more committees delegating specified authority to a committee. If the Board delegates any of its authority to a committee, the majority of the committee shall consist of Directors. The Board may delegate its power to appoint and remove members of a committee. However, the Board shall retain ultimate authority to appoint or remove members of a committee. The establishment of a committee or the delegation of authority to a committee shall not relieve the Board, or any individual Director, of any responsibility imposed by the By-Laws or otherwise imposed by law. Under no circumstances shall a committee have the authority of the Board to: (a) Amend the Articles of Incorporation.
(b) Adopt a Plan of Merger or Plan of Consolidation with another Corporation.
(c) Authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation.
(d) Authorize the voluntary dissolution of the Corporation.
(e) Invoke proceedings for the voluntary dissolution of the Corporation.
(f) Adopt a plan for the distribution of the assets of the Corporation.
(g) Amend, alter, or repeal the By-Laws.
(h) Elect, appoint, or remove a Director or Officer of the Corporation.
(i) Approve any transaction to which the Corporation is a party and that involves a potential conflict of interest as defined in paragraph 8.04, below.
(j) Take any action outside the scope of authority delegated to it by the Board.
(k) Take final action on a matter that requires the approval of the members.
Other Committees
6.02 Other committees not having and exercising the authority of the Board in the management of the Corporation may be designated and appointed by a resolution adopted by a majority of Directors at a meeting at which a quorum is present, or by the President thereunto authorized by a like resolution of the Board or by the Articles of Incorporation or by the By-Laws. Membership on such committees may, but need not be, limited to Directors. Authorization of Specific Committees
6.03 There shall be the following committees established by the By-Laws: Executive, Nominations, Program, Publications, Joint Publications, Publications Advisory, V.M. Goldschmidt Award, F.W. Clarke Award, C.C. Patterson Award, Alfred Treibs Award. Executive Committee
6.04 The Executive Committee shall consist of five (5) members, namely the current President, Vice President, Past President, Secretary and Treasurer. The Executive Committee is empowered by the Board of Directors of the Society, between meetings of the full Board, to make financial and business decisions where urgency or delicacy is important, without consulting or informing the full Board beforehand. The President, speaking on behalf of the Executive Committee, shall keep the full Board apprised of these actions in a reasonable, timely and appropriate manner. Further, where Geochemical Society funds are involved, the Executive Committee may only authorize one-time expenditures where the amount does not seriously impact the annual budget of the Society. Nominations Committee
6.05 The Nominations Committee shall consist of six (6) members, not more than one of whom shall be a member of the Board. The appointments shall be made for staggered three year terms so that one third of the members of each committee shall be replaced each year. The Chairperson of the Nominations Committee shall have voting power and shall be chosen from among the members who were members of the committee the preceding year. Program Committee
6.06 The Program Committee shall make arrangements for the scientific and technical program of the Annual Meeting with the Geological Society of America, and the Spring Meeting with the American Geophysical Union. When directed to do so, the Program Committee shall assist in the planning and organization of the V. M. Goldschmidt Conference. The Program Committee shall consist of six appointed members. Each of these members shall be appointed for a three-year term. These terms shall be staggered so that either two of the members of the committee shall be replaced each year. An annual report of the Program Committee shall be made to the Board at the Annual Meeting. Joint Publications Committee
6.07 For as long as the Corporation co-sponsors its journal jointly with the Meteoritical Society, there shall be a Joint Publications Committee. The Joint Publications Committee of the Corporation and the Meteoritical Society (the "Joint Publications Committee”) shall consist of eleven members: six (6) appointed members, and five (5) ex-officio members. (a) The appointed members of the Joint Publications Committee shall serve staggered three (3) year terms. Members of the Committee shall be jointly appointed by the presidents of the two Societies, in consultation with the Editor and the Chairperson of the Committee. One of these appointed members shall be appointed the Chairperson. No later than four months before the expiration of the Chairperson's term, an ad hoc Nominating Committee, chaired by the Executive Editor and including the Corporation and Meteoritical Society Presidents, shall proceed to nominate a successor to the Chairperson of the Joint publications Committee for approval by the Corporation's Board and the Meteoritical Society's Council. Incumbent committee members shall be eligible for re-nomination. The term of each appointee shall begin on January 1 of the year immediately following the date of their appointment.
(b) The ex-officio members shall be the Executive Editor of Geochimica et Cosmochimica Acta, the Special Publication Series Editor, the President of the Corporation and the President of the Meteoritical Society. The ex-officio members shall take part in all discussions and their views should be included in decisions made by the Joint Publications Committee. However, the ex-officio members shall not have formal voting rights, except for the Executive Editor when the issue directly concerns Geochimica et Cosmochimica Acta.
(c) At all times, both the Corporation and the Meteoritical Society must be represented on the Joint Publications Committee by at least two persons. The subscription rate for the Corporation's journal shall be reported to the Board by the Joint Publications Committee at the Annual Meeting.
Duties of the Joint Publications Committee
6.08 The Joint Publications Committee shall have the following responsibilities: (a) To advise the Executive Editor of Geochimica et Cosmochimica Acta and to monitor the journal on a continuing basis;
(b) To approve new Associate Editors upon the Executive Editor's nomination;
(c) To negotiate contracts with the journal's publisher, such contracts, and subsequent changes therein, to be ratified by the Corporation and the Meteoritical Society;
(d) To advise the Corporation and the Meteoritical Society on any matter concerning publication; in particular, provide the Board with budget figures at the Annual Meeting so that the Board can approve subscription rates for the next year in a timely fashion;
(e) To mediate conflicts between Editors and authors. Such mediation may be initiated at either the author's or the Editor's request, but the recommendation shall take the form of advice, and not be binding;
(f) To review the state of the Corporation's journal every three years, in conjunction with the nomination of the Executive Editor.
Publications Advisory Committee
6.09 The Board may establish a special Publications Advisory Committee to consider options and to make recommendations regarding a new journal for the Corporation. The special Publications Advisory Committee would consist of six (6) members. Publications Committee
6.10 The Corporation is bound by contract to cosponsor Geochimica et Cosmochimica Acta jointly with the Meteoritical Society through December 31, 1996. After that time the Corporation and the Meteoritical Society are free to sponsor another journal, either jointly or separately. If the Corporation should opt for separate sponsorship, then a new Publications Committee will be needed, and will be set up and will operate according to 6.10 and 6.11 of these By-Laws, and Sections 6.06 and 6.07 would become null and void. 6.11 The Publications Committee of the Corporation (the "Publications Committee”) shall consist of nine members: six (6) appointed members, and three (3) ex-officio members. (a) The appointed members of the Publications Committee shall serve staggered three (3) year terms. Members of the Committee shall be appointed by the President of the Society, in consultation with the Executive Editor and the Chairman of the Committee. One of these appointed members shall be appointed the Chairperson and one shall be appointed the Vice-Chairperson. No later than four months before the expiration of the Chairperson's and Vice-Chairperson's term, an ad-hoc Nominating Committee, Chaired by the Executive Editor and including the Corporation's President, shall proceed to nominate successors to the Chairperson and Vice-Chairperson of the Joint Publications Committee for approval by the Corporations Board at their fall meeting. Incumbent committee members shall be eligible for re-nomination. The term of each appointee shall begin upon the adjournment of the Fall Meeting.
(b) The ex-officio members shall be the Executive Editor, the Special Publication Series Editor, and the President of the Corporation. The ex-officio members shall take part in all discussions and their views should be included in decisions made by the Publications Committee. However, the ex-officio members shall not have formal voting rights, except for the Executive Editor and Special Publications Series Editor when the issue directly concerns their respective publications.
(c) A recommended subscription rate for the Corporation's journal shall be reported to the Board by the Publications Committee at the Annual Meeting.
Duties of the Publications Committee
6.12 The Publications Committee shall have the following responsibilities: (a) To advise the Executive Editor and the Special Publications Series Editor and to monitor the publications on a continuing basis;
(b) To approve new Associate Editors upon the Executive Editor's nomination;
(c) To negotiate contracts with the journal's publisher, such contracts, and subsequent changes therein, being subject to ratification by the Corporation;
(d) To advise the Corporation on any matter concerning publication; in particular, provide the Board with budget figures at the Annual Meeting so that the Board can approve subscription rates for the next year in a timely fashion;
(e) To mediate conflicts between Editors and authors. Such mediation may be initiated at either the author's or the Editor's request, but the recommendation shall take the form of advice, and not be binding;
(f) To review the state of the Corporation's journal every three years, in conjunction with the Executive Editor.
Geochemistry Fellows Selection Committee
6.13 The European Association of Geochemistry (EAG) and the Geochemical Society (GS) established, in 1996, the honorary title of Geochemistry Fellow, to be bestowed upon outstanding scientists who have, over some years, made a major contribution to the field of geochemistry. Existing and new Urey, Goldschmidt and Treibs Medal winners become Fellows automatically. Up to ten (10) new Fellows may be named each year. Only under unusual circumstances, approved in advance by the governing bodies of the Geochemical Society and the European Association for Geochemistry, may more than ten Fellows be named in any one year. (a) Nominations will be sought and recommendations for election made by a committee (Fellows Selection Committee) of 8 persons, 4 from GS, and 4 from EAG. This Committee will include six (6) appointed members, and the President of each society as ex-officio members. The appointed members are to be jointly selected by the society Presidents from a list of names suggested by the Council / Board of each society. Each member of the Selection Committee may serve for two years. Each year four new members of the Committee will replace departing members (including Presidents). The Selection Committee should include non-Fellows, although it would be preferable if it were Chaired by a Fellow. The Chair should be replaced each year by a member who has already served for one year. The Chair of the Committee will be selected by the Presidents.
(b) Any member of either society can nominate Fellows by right. No individual may be elected a Fellow, except as a result of having previously won the Urey, Goldschmidt or Treibs Medal, while they are serving either on the Selection Committee or as a Council / Board member of EAG or GS. The Selection Committee may not themselves nominate individuals, but may actively solicit nominations from others. Members of the Selection Committee and Council / Board may not vote on any nomination where there is a clear conflict of interest. In the event that the EAG Council and the GS Board differ over the ratification of a nomination, the Executive Committee of the Goldschmidt Forum (the Presidents and Vice Presidents of EAG and GS) will resolve the issue.
(c) Nominations will include: A citation of no more than two pages describing the contribution(s) the individual has made to geochemistry, and up to three letters of support from members of either society.
(d) Requests for nominations will be made in the spring and summer of each year. The inauguration of Fellows will take place at the Goldschmidt Conference immediately following election.
Award Committees
6.14 There shall be four (4) award committees, the V. M. Goldschmidt Award Committee, the F. W. Clarke Award Committee, the C.C. Patterson Award Committee, and the Alfred Treibs Award Committee (the "Award Committees”). (a) The V. M. Goldschmidt Award Committee, the C.C. Patterson Award Committee, and the F. W. Clarke Award Committee shall each consist of six (6) members who shall be appointed for staggered three (3) year terms. At least one (1) member of each of the V. M. Goldschmidt and F. W. Clarke Award Committees shall be from outside North America. In each of the V. M. Goldschmidt, C.C. Patterson, and F. W. Clarke Award Committees, one of the two members whose term is closest to expiration shall be appointed to serve as Chairperson. The Chairperson shall be eligible to vote and ties shall be resolved by the Board. Membership of these committees shall be broadly representative of the range of interests of the Corporation. Members are not eligible to vote on a nominee if there is a conflict of interest, such as being a member of the same institution or university as the nominee, or having been or being a dissertation supervisor or graduate student of the nominee.
(b) The Alfred Treibs Award Committee shall consist of five (5) members to be appointed by the Executive Committee of the Organic Geochemistry Division. One member shall be retired each year and a new member appointed for a four-year term. Each fourth year two members will retire and be replaced by two new members for four-year terms. In each year, the member whose term is closest to expiration shall be appointed by the OGD Executive Committee to serve as Chairperson of the Treibs Award Committee. Membership of the Alfred Treibs Award Committee shall be broadly representative of the range of interests of the Organic Geochemistry Division.
Goldschmidt Forum Executive Committee
6.15 A Goldschmidt Forum was organized on March 31, 1996 between the Geochemical Society (GS) and the European Association of Geochemistry (EAG). Its goal is to promote, initiate, and coordinate initiatives that are favorable for the development of geochemistry worldwide. (a) The Goldschmidt Forum is managed by an Executive Committee composed of the President and Vice President of the GS and the President and President Elect of the EAG. They represent their society / association according to their individual by-laws.
(b) The Goldschmidt Forum organizes every year a Goldschmidt Conference. Normally, the location alternates between North America and Europe. The decisions as to the location as well as the person(s) responsible and comprising the organizing committee are made by the Goldschmidt Forum Executive Committee on the basis of a proposal made by GS when the meeting is in North America, and EAG when the meeting is held in Europe. When it is decided to hold the Goldschmidt Conference on another continent, the following Goldschmidt Conference will be held in either North America or Europe, whichever is due to host the conference when the insertion occurred. The normal alternation will then re-commence.
(c) The financial support/logistics for the Goldschmidt Conference will be set up by the organizing committee under the guidance of the GS when the conference is in North America, and the EAG when the conference is in Europe. Other problems will be handled by the Goldschmidt Forum Executive Committee.
Committee Chairperson and Vice-Chairperson
6.16 One member of each committee shall be designated as the Chairperson of the committee and another member of each committee shall be designated as the Vice Chairperson. The Chairperson shall call and preside at all meetings of the committee. When the Chairperson is absent, is unable to act, or refuses to act, the Vice Chairperson shall perform the duties of the Chairperson. When a Vice-Chairperson acts in place of the Chairperson, the Vice-Chairperson shall have all the powers of and be subject to all the restrictions upon the Chairperson. Notice of Meetings
6.17 Written or printed notice of a committee meeting shall be delivered to each member of a committee not less than seven (7) nor more than thirty (30) days before the date of the meeting. The notice shall state the place, day, and time of the meeting, and the purpose or purposes for which the meeting is called. Quorum
6.18 One half of the number of members of a committee shall constitute a quorum for the transaction of business at any meeting of the committee. The committee members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough committee members 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 committee members required to constitute a quorum. If a quorum is not present at any time during the meeting, the Chairperson may adjourn and reconvene the meeting one time without further notice. 6.19 Committees shall try to take action by consensus. However, the vote of the majority of committee members present and voting at a meeting at which at quorum is present shall be sufficient to constitute the act of the committee unless the act of a greater number is required by law or the By-Laws. A committee member who is present at a meeting and abstains from a vote is not considered to be present and voting for the purpose of determining the act of the committee. Proxies
6.20 A committee member may vote by proxy executed in writing by the committee member. No proxy shall be valid after eleven (11) months from the date of its execution. Compensation
6.21 Committee members may receive salaries for their services. The Board may adopt a resolution providing for payments to committee members of a fixed sum and expenses of attendance, if any, for attendance at each meeting of the committee. A committee member may serve the Corporation in any other capacity and receive compensation for those services. Any compensation that the Corporation pays to a committee member shall be commensurate with the services performed and shall be reasonable in amount. Committee Vacancies
6.22 Unless otherwise noted, each member of a committee shall continue to serve on the committee until a successor is appointed. However, the term of a committee member may terminate earlier if the committee is terminated or if the member dies, ceases to qualify, resigns, or is removed as a member. A vacancy on a committee may be filled by an appointment made in the same manner as an original appointment. A person appointed to fill a vacancy on a committee shall serve for the unexpired portion of the terminated committee member's term. Rules
6.23 Each committee may adopt rules for its own operation not inconsistent with the By-Laws or with rules adopted
by the Board.
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