CONSTITUTION
& BY-LAWS

BY-LAWS

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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. 

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Qualifications and benefits are as follows:

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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.

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

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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.

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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. 

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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.

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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.

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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.​

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Article VII: General Prohibitions​

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

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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. 

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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.

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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,