Board of Directors Policies

GEOLOGICAL SOCIETY OF NEVADA (GSN)
BOARD OF DIRECTORS POLICY MANUAL V.6 (February, 2010)

Article I. Meetings

Section 1. The Board of Directors shall meet in person a minimum of four times per year at Regular Meetings in August, November, February and May. The location and time of the four Regular Meetings per year shall be set at the last Regular Meeting of the year for the next year and then published in the next GSN Newsletter. If determined necessary, the Board of Directors may schedule additional in-person meetings.

Section 2. Special meetings of the Board of Directors may be called by the Chair, or the GSN President as specified in Article II, Section 3. A quorum of the Board of Directors must be present to hold a special meeting. Special meetings may either be in person or by conference call.

Section 3. Regular Meetings of the Board of Directors shall include, but not be limited to the following; determining whether a quorum is present, reviewing and approving the agenda, reviewing and approving the minutes of the previous meeting(s), review reports of the committees, and reviewing and acting on such other business as the Board of Directors determines necessary. Other meetings of the Board of Directors shall include, but not be limited to the following; determining whether a quorum is present, reviewing and approving the agenda, and reviewing and acting on such other business as the Board of Directors determines necessary.

Section 4. All actions of the Board of Directors shall be conducted by the Chair through a motion from a member of the Board of Directors, a second from a member of the Board of Directors, the completion of any additional discussion by the Board of Directors, and then a voice vote by the Board of Directors. All actions by the Board of Directors shall be by a simple majority of the members of the Board of Directors present at the time the determination of a quorum is made.

Article II. Board of Directors Chair

Section 1. The Chair of the Board of Directors shall serve one year terms that are coincident with the GSN fiscal year. An Elected Member of the Board of Directors may serve multiple terms as long as he (she) is an Elected Member of the Board of Directors.

Section 2. The Chair shall be elected at the last meeting of the fiscal year and then serve for the subsequent fiscal year. Nominations for the chair shall be made at the last meeting of the fiscal year and the nominated person(s) shall be willing to serve. More than one person may be nominated; however, each member of the Board of Directors may nominate one person. The election shall be by voice vote. The individual receiving the most votes shall be elected. Should there be a tie for the most votes, then subsequent voice votes for the individuals that tied for the most votes shall be taken until one individual receives the most votes.

Section 3. Should a vacancy in the Chair occur, then the President of GSN shall call a special meeting of the Board of Directors to elect a new Chair and conduct other such business of the Board of Directors that may be determined necessary by the Board of Directors or the new Chair.

Section 4. The Chair of the Board of Directors, or a designee, shall be responsible for the following; conducting the meetings of the Board of Directors, drafting and distributing the meeting agenda, distributing the minutes of the meetings of the Board of Directors, attend the meetings of the GSN Executive Committee, preparing summaries of the Regular Meetings of the Board of Directors for the GSN Newsletter.

Article III. Committees

Section 1. The Board of Directors shall establish standing committees as determined necessary by the Board of Directors. The committees shall be responsible for conducting the primary work of the Board of Directors. The work and recommendations of the committees shall be reviewed and approved by the Board of Directors. For special projects or the completion of short term needs, the Board of Directors may create ad hoc groups that report to the Chair. A committee and the chair of that committee shall be created through an action of the Board of Directors.

The Board of Directors has determined that the following six committees are necessary for the function of the Board of Directors; Audit Committee, Nomination Committee, Policy Committee, Fiscal Committee, Symposium Committee, and GSN Foundation Committee. Each committee shall conduct such work as they or the Board of Directors determines necessary and report to the Board of Directors at each of the four Regular Meetings of the Board of Directors.

Section 2. The Audit Committee shall be responsible for an annual review of the financial records of the GSN, the GSN Foundation, and the GSN Symposium at the end of each symposia. Review of the financial records shall include, but not be limited to, a sampling of the income and expense records and an assessment of actual income and expenses versus the budget projections. In addition, the committee shall assess GSN’s management of the records of the GSN. The Assessment shall be presented to the Board of Directors at the February Regular Meeting.

Section 3. The Nominating Committee shall consist of the current GSN President and the most recent past President of the GSN and the current Presidents of the Elko, Winnemucca, and Southern Nevada Chapters of the GSN. The Chair will be the most recent past President of the GSN.

The Nominating Committee shall poll the GSN membership and all current GSN office holders to develop a ballot of qualified GSN members to serve on the GSN Executive Committee and the Elected Member positions of the GSN Board of Directors for the next fiscal year. The ballot shall be presented to the Board of Directors at the February Regular Meeting.

Any member in good standing shall be eligible to serve on the GSN and Chapter Executive Committees. Candidates for the Board of Directors are limited to active GSN members who have served as officers of any of the GSN or Chapter Executive Committees. Any member in good standing may nominate candidates for any of the positions that are available.

Section 4. The Policy Committee shall develop and from time to time recommend modifications to the Board of Directors Policies, which must be approved through an action of the Board of Directors. As determined necessary by the Board of Directors, the Policy Committee shall modify the Board of Directors Policies. In addition, the Policy Committee shall be responsible for the review of, and recommendations to the Board of Directors on, all GSN governing documents. The Policy Committee shall also consider recommendations to the Board of Directors to modify the number of elected members of the Board of Directors.

Section 5. The Fiscal Committee shall be responsible for the review of, and recommendations to the Board of Directors on, GSN’s annual budget and operating plan. The Fiscal Committee shall determine the minimum content of the annual budget and operating plan. The Fiscal Committee shall also do the following: 1) develop five year budget forecasts for GSN; 2) use the forecasts to assess the annual budgets and operating plans, and; 3) consider recommendations on dues structures and levels.

In addition, the Fiscal Committee shall be responsible for regular assessments of GSN’s investment accounts and assets. As part of these assessments and the five year forecasts, the Fiscal Committee shall make recommendations on the amount of financial reserves GSN should maintain in the investment accounts and assets. The Fiscal Committee shall provide oversight on the GSN Symposium budgets and ongoing financial management. This oversight shall be coordinated with the Symposium Committee.

Section 6. The Symposium Committee shall consist of, at a minimum, the Chair(s) and Treasurer of the next symposium. The Symposium Committee shall provide reports at each Regular Meeting of the Board of Directors on the status of the symposium, including annual expenses and income relative to the approved budget. To initiate the next symposium, the Symposium Committee shall submit a proposal to the Board of Directors for consideration and approval. Within six months of the approval of the proposal the Symposium Committee shall submit to the Board of Director a complete budget for the consideration and approval by the Board of Directors.

Section 7. The Foundation Committee shall provide a recommendation at the February Regular Meeting of the Board of Director of the next Chair of the GSN Foundation Board of Directors. Subsequent to the vote on the Chair of the GSN Foundation Board of Directors, the Foundation Committee shall work with the Chair of the GSN Foundation to identify the remainder of the next GSN Foundation Board of Directors, who are to be voted upon at the May Regular Meeting of the Board of Directors. The Foundation Committee will also coordinate with the Chair of the GSN Foundation on the agenda for the GSN Foundation’s annual meeting, which include a vote on the GSN Foundation Officers. The GSN Foundation’s annual meeting occurs as a special session of the GSN Board of Directors during the May Regular Meeting. The Foundation Committee shall also provide recommendations on GSN’s involvement with the GSN Foundation.

Article IV. Adjunct Organizations

Section 1. The formation of an Adjunct Organization may be proposed to the Board of Directors by any GSN member. The proposal for the creation of the Adjunct Organization shall include the purpose of the organization and how the organization will further the objectives of the GSN. The Board of Directors shall consider the proposal and take action on the proposal. Should the proposal be approved, then the future Adjunct Organization shall work with the Policy Committee to develop by-laws for the Adjunct Organization and present the by-laws for consideration and action by the Board of Directors. Upon approval of the by-laws the Adjunct Organization shall commence operation.

Section 2. All Adjunct Organization shall have by-laws approved by the Board of Directors. Each Adjunct Organization shall work with the Policy Committee to develop and review their by-laws to ensure that they are consistent with GSN Constitution and GSN By-Laws. All Adjunct Organization by-laws shall be reviewed, and have action taken, by the Board of Directors.

Section 3. Should the Policy Committee determine that an Adjunct Organization is not operating consistent with the objectives of the GSN, then the Chair of the Board of Directors shall initiate the process of dissolution of that Adjunct Organization. The Board of Directors shall at their next Regular Meeting of the Board of Directors consider the dissolution action. The consideration shall consist of a presentation by the Chair on the facts and findings of the Policy Committee on the determination that the Adjunct Organization is not operating consistent with the objectives of the GSN, and then a presentation by the president of the Adjunct Organization under consideration. Based on these presentations, the Board of Directors shall determine whether the Adjunct Organization should be dissolved. The determination shall be by a simple majority vote of a quorum of the Board of Director. The decision of the Board of Directors is effective immediately. All assets of the dissolved Adjunct Organization shall be immediately delivered to the Chair of the Board of Directors.

Article V. Removal of Officers

Section 1. When the GSN Executive Committee determines that one of the GSN Officers has engaged in actions that are inappropriate with the objectives of the GSN and the President, or the Vice President if the President is the individual under consideration, and other members of the GSN Executive Committee that the GSN Executive Committee determines are appropriate request the Chair to present the facts and findings at a Regular Meeting of the Board of Directors, the Chair shall schedule the presentation for the next Regular Meeting. Based on the facts and findings presented to the Board of Directors, the Board of Directors shall take action as to whether they have any objections to the GSN Executive Committee proceeding with the removal action. The determination shall be through a simple majority vote.

Article VI. Removal of Elected Board Members

Section 1. Any member of the Board of Directors may propose at a Regular Meeting of the Board of Directors that an Elected Member of the Board of Directors has engaged in actions that are inappropriate with the objectives of the GSN. The Board shall deliberate the proposal and determine if a removal action is appropriate. Should the Board of Directors determine that a removal action should be initiated for an Elected Members of the Board of Directors for actions that are inappropriate with the objectives of the GSN, then the Chair of the Board of Directors, or an otherwise designated Elected Member of the Board of Directors, if the Chair is the individual under consideration, shall initiate the process of removal of that member. If the determination is make to initiate the removal action, the Board of Directors shall also identify who, in addition to the Chair of the Board of Directors, or an otherwise designated Elected Member of the Board of Directors, if the Chair is the individual under consideration shall make the presentation for removal to the GSN Executive Committee.

Section 2. If the GSN Officers do not object to the removal action, the Board of Directors shall at their next Regular Meeting of the Board of Directors consider the removal action. The consideration shall consist of a presentation by the Chair, or an otherwise designated Elected Member of the Board of Directors if the Chair is the individual under consideration, on the facts and findings of the Board of Directors on the determination of action that are inappropriate with the objectives of the GSN, and then followed by a presentation by the member of the Board of Director under consideration for removal. Based on these presentations, the Board of Directors shall determine whether the actions of the Elected Member of the Board of Directors shall warrant the removal of that individual as an Elected Member of the Board of Directors. The determination shall be by a simple majority vote of a quorum of the Board of Director. The Elected Member of the Board of Directors under consideration is not eligible to vote in this determination. The decision of the Board of Directors is effective immediately.

Article VII. Board and Officer Vacancies

Section 1. Should one or more vacancies occur in the Elected Members of the Board of Directors or the GSN Executive Committee that is not scheduled for election or the Board of Directors has not yet approved a slate of candidates for the next election, and the GSN Executive Committee nominates a qualified individual to fill the position for the remainder of the term, then the GSN President shall request the Chair to schedule a presentation at the next Regular Meeting of the Board of Directors. The Chair shall place the presentation on the agenda. After the presentation by the GSN President, the Board of Directors shall then vote on the nomination put forth by the GSN Executive Committee. The vote shall be by a simple majority of a quorum of the Board of Directors. The decision of the Board of Directors shall be effective immediately.

Article VIII. Records Management

Section 1. The records of Board of Directors shall be managed in a manner that maintains the integrity of the records for future use and retrieval. The GSN shall maintain a secure location for the storage of Board of Directors records. GSN records to be maintained indefinitely include paper copies of voting records, the minutes of the meetings, and GSN governing documents.

Article IX Honorary Members

Section 1. The Board of Directors shall review and approve/disapprove all nominations for Honorary Members recommended to it by the EC.

Section 2. The Board of Directors will accept for consideration the nomination of any member who meets the following subjective qualifications:

a. A long career in the geological sciences or a related field

b. Long term association and membership in the Geological Society of Nevada

c. A long-term history of accomplishment in the geological sciences or support of the Society

Section 3. Each nomination recommended by the EC for approval by the BOD must be accompanied by a document approved by the Executive Committee and including the following:

a. Name of Nominee

b. Membership Status

c. Statement of reasons for qualification as an Honorary Member

d. Brief Biography including a history of GSN involvement and contributions

e. Statement that the nominee agrees to be so honored

Article X Special Committees for Symposia and other large special events

 Section 1. At any time, an ad hoc committee of GSN members may recommend to the Board of Directors of the GSN the creation of a Special Committee to organize and manage a major symposium or other large special event of timely and topical interest. Such recommendation to include:

a. The general theme of the event

b. The proposed approximate timing of the event

c. The name of the general chair who will recruit others as necessary

d. Any request for “seed money” required to carry out the functions of the committee

Upon approval/acceptance of the above, the Board of Directors shall establish the Special Committee, with a title appropriate to the event being planned, to function during the period of the planning, execution and closure of the event, with oversight by the BOD.

Section 2. The chairman of the Special Committee will report to the BOD at each of its quarterly meetings.

Section 3. As soon as practicable following the formation of the Special Committee, the BOD shall direct the Treasurer of the GSN to provide a check for the approved “seed money”. The Special Committee shall establish a checking account, if appropriate, and all monies will be deposited in that account. Following the event, all monies shall be turned over to the Treasurer of the GSN and the checking account shall be closed.