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CONSTITUTION
& BY-LAWS

Our constitution and by-laws dictate the governing structure and policies of the Laurentian Chapter of the Society of Environmental Toxicology and Chemistry. Read them below!

CONSTITUTION 1995

(April 2009 Amendment)

The following document outlines the Constitution and By-Laws of the Laurentian Chapter of the Society of Environmental Toxicology and Chemistry (SETAC). The version below includes changes that were made in 2005. These changes were reviewed and approved by the Board, ratified by vote from the membership, and approved by SETAC North America.

Article I: Name​
The name of this organization shall be the Laurentian Chapter of the Society of Environmental Toxicology and Chemistry. This Chapter shall be an independent non-profit scientific and professional organization which is affiliated with the Society of Environmental Toxicology and Chemistry.

Article II: Purpose

  1. Promote research, education, training and development of the environmental sciences and specifically environmental toxicology and chemistry, hazard assessment and risk analysis. 

  2. Encourage interactions among environmental scientists and disseminate information on environmental toxicology and chemistry and its application to the science of hazard and risk assessment. 

  3. To sponsor scientific and educational programs and provide a forum for communication among professionals in government, business, academia and other segments of the environmental science community involved in the use, protection, and management of the environment and for the protection and welfare of the general public.

Article III: Membership

The membership of the Chapter must share the stated purpose of the Chapter and have applied experience and education or have conducted research in environmental toxicology and/or chemistry. Chapter membership requires the payment of dues as determined by the Chapter.

Article IV: Management and Elections

  1. The affairs of the Chapter shall be managed by the membership through a Board of Directors in accordance to the Constitution and By-laws. 

  2. The Board of Directors shall consist of nine (9) to twelve (12) voting members. The immediate past-president of the Chapter will serve as an ex-officio member of the Board of Directors. 

  3. The members of the Board of Directors shall serve a three (3) year term to be staggered so that ideally no more than 3 terms expire in any one year. 

  4. A Board of Directors shall be elected from the voting membership by the voting membership. The Officers will be elected by the Board from the members of the Board of Directors. 

  5. The Officers shall be four (4): President, Vice-President, Secretary and Treasurer. Executive positions are synonymous with Officer positions. Officers shall have the power and authority to conduct all scientific and business obligations on behalf of the Board of Directors. 

  6. The Vice-President shall be elected for a single term of one (1) year at the conclusion of which the Vice-President shall serve as President for one (1) year. 

  7. If a vacancy, except that of President occurs between terms, the Board of Directors shall appoint a successor to serve the remainder of the term. Should the post of President become vacant for any reason the Vice-President shall assume the post of President and serve the remainder of the term as acting President and shall succeed to the Presidency. 

  8. The Board of Directors shall determine the number, times and places of the Chapter meetings.

Article V: Duties

  1. The duties of the President, Vice-President, Secretary and Treasurer are those customarily performed by such officers, unless otherwise directed by the Board of Directors. 

  2. The duties of the Board of Directors shall be:

  • to manage the business, functions, programs, and activities of the Chapter;

  • to establish annually the dues for Chapter Members; 

  • to establish policy and take such action as seems desirable and appropriate to promote the objectives of the Chapter;

  • to examine the eligibility of applicants for membership and convey its finding to the Chapter, and; 

  • to appoint such committees as necessary.

Article VI: Quorum

Five (5) voting members of the Board of Directors shall constitute a quorum.

Article VII: Amendments

An amendment of the Constitution and By-laws may be proposed by the Board of Directors or the voting membership of the Chapter. An amendment is consummated and ratified when approved by the Chapter Membership and additionally approved by the Board of Directors of the Society of Environmental Toxicology and Chemistry.

Article VIII: Relationship with the Society of Environmental Toxicology and Chemistry

The Chapter is an independent non-profit scientific and professional organization which is affiliated with the Society of Environmental Toxicology and Chemistry. The Society of Environmental Toxicology and Chemistry shall have no legal, contractual nor financial responsibility of any kind for the affairs of the Chapter.

Before the Chapter publishes technical information or otherwise publicly issues any statement upon a policy matter which purports to represent the opinion of the Society of Environmental Toxicology and Chemistry, it must obtain the consent of the Board of Directors of the Society.

The Chapter also agrees that from time to time the Society may restrict, limit, or prohibit the use of its name by the Chapter in certain publications, meetings or similar activities involving communications with the public. The Chapter also will not conduct any meetings or conferences which conflict with the National Annual Meeting of the Society of Environmental Toxicology and Chemistry.

Article IX: Dissolution

Dissolution of the Chapter, for any cause, shall follow the same procedure as Constitutional amendments.

All funds and other assets of the Chapter, including any rights to funds, present or future, contingent or actual, shall be irrevocable, assigned and transferred to any successor organization which has among its principal purposes the encouragement, development and dissemination of knowledge in the environmental sciences, and has qualified as an independent non-profit organization. Such activities or any amendments thereto need not be the only purpose of the successor organization.

The selection of the successor organization must be approved by a two-thirds (2/3) vote of the Board of Directors of the Chapter and a two-thirds (2/3) vote of the Board of Directors of the Society of Environmental Toxicology and Chemistry.

BY-LAWS

Article I: Membership​

  1. Application for Chapter Membership shall be made on an application authorized by the Board of Directors. 

  2. Each Officer (President, Vice-President, Treasurer and Secretary) of the Board of Directors must also be a member of the Society of Environmental Toxicology and Chemistry. Other Board members are encouraged to also be members of the Society of Environmental Toxicology and Chemistry. 

Qualifications and benefits are as follows:

  1. Qualifications

(a) Must share the stated purpose of the Chapter;
(b) must have applied experience, education or conducted research in environmental toxicology and/or chemistry, and;
(c) must pay Member dues.

 

   2. Benefits

(a) May vote, and;
(b) may hold office, serve on the Board of Directors.

Membership is not necessary for participation in Chapter functions, programs and activities, however non-member fees may apply.

Article II: Dues and Finances

  1. All dues shall be established annually by the Board of Directors. 

  2. Any member, in arrears in Chapter dues for one year will lose membership in the Chapter. 

  3. The fiscal year of the Chapter shall correspond to the calendar year. 

  4. A member must pay their dues annually.

  5. The Board of Directors may authorize any Officer to enter into any contract or to execute and deliver any instrument in the name of or on behalf of the Chapter, and such authority may be general or confined to specific instances. 

  6. If a cheque, draft or money order for payment of money in the name of the Chapter is less than $700, the Treasurer alone is authorized to sign for the monies. If the amount is greater than $700, a second signature by another authorized Board member is required. 

  7. All funds of the Chapter, not otherwise employed, shall be deposited from time to time to the credit of the Chapter in such banks or other depositories as the Board of Directors may select. 

  8. The annual budget shall be subject to approval by the Board of Directors. 

  9. An audit of the Chapter books and accounts shall be completed and presented to the Board of Directors periodically as determined by the Board.

Article III: Elections and Formation of Committees

  1. A Board of Directors shall initially consist of (9) to twelve (12) voting members, and the recommended number is 11 voting members. An odd number is recommended to prevent a tie vote. The immediate past president shall serve as a non-voting ex-officio member for one year. 

  2. The terms of the Board members shall be staggered so that approximately one-third of the positions require re-election each year. A total of nine to twelve positions are involved; therefore three to four terms will expire each year for three years. 

  3. The President will appoint a Nominating Committee of not less than three (3) Board members. Nominations for the Board will be made by the Nominating Committee, and by membership petition. A nomination by membership petition is considered valid if the person fulfills the qualifications of a Board membership and has been named by five (5) or more voting members. The list of nominees prepared by the Nominating Committee will be submitted to the Board for approval. The Officers shall submit the nominees for the Board to the membership for election. 

  4. The Board of Directors shall be responsible for the formation and dissolution of all standing committees and for the election of officers. 

  5. The President may form ad hoc committees which serve at his/her discretion or term of office. 

  6. The Chapter officers will provide day-to-day executive direction and guidance to the Chapter. 

Article IV: Meetings

  1. The Board of Directors shall determine the number, times and places of the regular meetings of the Chapter. 

  2. At least four (4) weeks before the Annual General Meeting, the Officers shall send to each member a notice of the time and place of each meeting. 

  3. One meeting shall be designated the Annual Meeting. At this meeting, there shall be an open session with the membership for reports on Board and Chapter activities. 

  4. The Board of Directors shall determine rules relative to the conduct of scientific sessions. 

  5. There shall be at least one (1) meeting of the Board of Directors in each year. 

  6. The President shall convene the Board of Directors at a special meeting whenever the affairs of the Society require it. 

  7. A request to the President made in writing, signed and approved by three (3) members of the Board of Directors shall render the convocation of the Board obligatory.

Article V: Relationship with the Society of Environmental Toxicology and Chemistry

  1. The Chapter is an independent non-profit scientific and professional organization which is affiliated with the Society of Environmental Toxicology and Chemistry. The Society of Environmental Toxicology and Chemistry shall have no legal, contractual nor financial responsibility of any kind for the affairs of the Chapter.

  2. Before the Chapter publishes technical information or otherwise publicly issues any statement upon a policy matter which purports to represent the opinion of the Society of Environmental Toxicology and Chemistry, it must obtain the consent of the Board of Directors of the Society.

  3. The Chapter also agrees that from time to time the Society may restrict, limit, or prohibit the use of its name by the Chapter in certain publications, meetings or similar activities involving communication with the public. The Chapter also will not conduct any meetings or conferences which conflict with the National Annual Meeting of the Society of Environmental Toxicology and Chemistry.

Article VI: Amendments

An amendment of the Constitution and By-laws may be proposed by the Board of Directors or the voting membership of the Chapter. An amendment is consummated and ratified when approved by the Chapter membership and additionally approved by the Board of Directors of the Society of Environmental Toxicology and Chemistry.​

Article VII: General Prohibitions

Notwithstanding any provision of the Constitution and By-laws which might be susceptible to a contrary construction:

  1. The Chapter shall be organized for scientific and educational purposes. 

  2. The Chapter shall be operated for scientific and educational purposes. 

  3. No part of the net earnings of the Chapter shall or may, under any circumstances, inure to the benefit of any private shareholder or any individual. 

  4. No substantial part of the activities of the Chapter shall consist of carrying on propaganda. 

  5. The Chapter shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. 

  6. The Chapter shall not be organized or operated for profit. 

  7. The Chapter shall not: 

  • lend any part of its income or corpus, without the receipt of adequate Security and reasonable rate of interest to; 

  • pay any compensation in excess of a reasonable allowance for salary or other compensation for personal services actually rendered to; 

  • make any part of its services available on a preferential basis to; 

  • make any purchase of securities or any other property, for more than adequate consideration for money on monies worth from; 

  • sell any securities or other property for less than adequate consideration for money or monies worth to, or; 

  • engage in any other transactions which result in substantial diversions of its income or corpus to any officer, member of the Board, or contributor of the Chapter. 

The prohibitions contained in Item 7 do not mean to imply that the Chapter may make such loans, payments, sales or purchases, to anyone else, unless such authority be given or implied by other provisions of the Constitution or By-laws.

Article VIII: Distribution and Dissolution

Upon dissolution of the Laurentian Chapter, the Board of Directors shall distribute the assets and incurred income to one (1) or more organizations as determined by the Board of Directors of the Chapter and the Board of Directors of the Society of Environmental Toxicology and Chemistry, which organizations shall meet the limitations described in Item 1 to 8 inclusive of Article VI, immediately preceding,

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