Constitution Of the Conchologists of America, Inc.
[Ratified as amended by the membership 9 June 2022 at Galveston, TX.]
ARTICLE I: NAME
Para. A. The name of the organization is CONCHOLOGISTS OF AMERICA, INC., a non-profit organization referred to as COA.
ARTICLE II: PURPOSE
Para. A. The purposes of this organization are to disseminate knowledge about mollusks; to encourage research on mollusks; and to increase the awareness of the need for preserving habitats and the health of molluscan populations through meetings, lectures, publications, grants, and exhibits.
Para. B. The organization will have all the general purposes enumerated in Section 202 Of the Non-For-Profit Corporation Law of the State of Florida.
Para. C. The location of the principal office is designated as the address of the Treasurer during the incumbent’s term of office.
ARTICLE III: TERMS OF EXISTENCE
Para. A. This organization exits in perpetuity.
Para. B. The organization is operated without profit. No part of the assets or income is distributed to, or inure to, the benefit of any member, officer, or other private individual. However, reasonable expenses may be reimbursed for services rendered to or for the organization affecting one or more of its purposes.
Para. C. In the event of dissolution, no member, officer, or private individual is entitled to share in the distribution of the assets, but such assets will be donated, transferred, delivered, or conveyed to one or more organizations engaged in similar activities that have qualified under Section 501 (C) (3) or corresponding provisions of the Internal Revenue Code as a non-profit organization.
Para. D. COA, being a non-partisan organization, does not endorse any candidate for political office.
ARTICLE IV: MEMBERSHIP
Para. A. Membership is open to all individuals, family households, clubs and other organizations interested in the study, collection, and/or conservation of mollusks. There is no restriction of membership by reason of age, race, creed, color, sex, religion, sexual orientation, gender identity, or country of origin.
Para. B. There are four (4) classes of membership.
1. Individual: Individual membership is open to any individual who applies and pays the dues for this class. Only persons 18 years or older are entitled to vote.
2. Family Household: Family Household membership is open to any household that applies and pays the dues for this class. A household is defined as two or more individuals living at the same address. All persons in the household 18 years or older are entitled to vote. A household receives one (1) copy of notices and publications. Only one adult member of the household may hold an elective office at any one time.
3. Organizational: Membership is open to any club, school, museum, business or organization that applies and pays the dues for this class. An organization receives one (1) copy of notices and publications. The entity of the organization is not entitled to vote.
4. Honorary: Any individual, in recognition of outstanding contributions to COA, may be elected to Honorary membership. An Honorary member need not pay dues. Full voting privileges and the right to hold office are extended only to those who were dues-paying members at the time of their election to honorary membership.
ARTICLE V: DUES
Para A. Dues: The dues for each class of membership are established by the Board of Directors subject to approval by the members at the annual meeting.
Para. B. Only persons whose dues are paid for the current year, or Honorary as defined in Article IV, Para. C. 4, are members in good standing and eligible to vote and hold office.
ARTICLE VI: MEETINGS
Para. A. The annual meeting of members is held at the annual convention.
Para. B. In the event a convention cannot be held, the Board of Directors will take the necessary steps to properly conduct business.
ARTICLE VII: OFFICERS AND BOARD OF DIRECTORS
Para. A. The elected officers are President, First Vice President, Second Vice President, Secretary, Treasurer, and Trustee.
Para. B. These officers, together with the immediate surviving Past President, constitute the Executive Committee.
Para. C. The President appoints, subject to confirmation by the Executive Committee, Committee Chairs of Standing Committees, as established in the Bylaws:
Para. D. The Executive Committee, together with the Committee Chairs and up to three (3) At-large Members, all appointed by the President with approval of the Executive Committee, constitute the Board of Directors. The Board of Directors has all the powers of the organization in the intervals between meetings. These members have full voting privileges on matters brought before the Board.
Para. E. Quorum. A simple majority of the Board shall constitute a quorum for conducting business, so long as at least three elected officers are present.
ARTICLE VIII: SPECIAL COMMITTEES
Para. A. Special committees, such as Nominating and Audit, are appointed by the President with approval of the Executive Committee.
Para. B. Special committees will report to the Board of Directors but have no vote on business brought before the Board.
ARTICLE IX. AMENDMENTS TO THE CONSITUTION AND BYLAWS.
Para. A. This Constitution may be amended in whole or in part at any annual meeting provided the entire membership is notified of such proposed revisions at least Thirty (30) days prior to the meeting.
Para. B. This Constitution may be amended at other than the annual meeting by members returning mailed ballots. Written notice of the proposed amendments and ballots are sent to all members of record. The deadline for voting is no less than forty-five (45) days after mailing the written notice.
Para. C. All amendments to the Constitution following ratifications will be published in the official COA Publication, American Conchologist.