CONSTITUTION of the INTERNATIONAL CORAL REEF SOCIETY

1. Name
The name of the association shall be the INTERNATIONAL CORAL REEF SOCIETY (previously the International Society for Reef Studies) (referred to below as the Society).

2. Objectives
2.1 To promote global awareness of, and concern for, coral reefs and similar and associated habitats.

2.2 To promote the production of scientific knowledge and understanding of coral reefs, both living and fossil.

2.3 To disseminate scientific knowledge and understanding of coral reefs by holding or sponsoring meetings, symposia, conferences, or through other means of communication.

2.4 To publish and distribute papers, treatises, or other materials relating to coral reefs and to the business of the Society.

2.5 To contribute sound scientific advice to policy-making and public discussions about the use, management and conservation of coral reefs and similar and associated habitats.

2.6 To seek funds or other support from members of the Society, and from other sources, to further the objectives of the Society.

3. Membership
3.1 Membership in the Society shall be open to any person who supports its objectives.

3.2 All members shall be bound by the Society’s Constitution and Bylaws.

3.3 The Council may refuse any membership application and may deprive any member of membership in the Society. The affected applicant or member shall have the right to appeal.

3.4 The Council shall establish categories of membership and determine the dues and privileges for each category.

3.5 The Council may elect as Honorary Members, persons who have rendered distinguished service to the Society or to coral reef research. The number of Honorary Members shall not exceed 10 at any time, and no more than 3 may be elected in any calendar year. Honorary Members shall have all privileges of individual membership and shall pay no dues throughout their lifetimes.

3.6 All members shall have the right to attend general meetings of the Society and to vote on matters put before the general membership.

3.7 Publications or other materials produced by the Society shall be available to members and other persons under terms set by the Council, or in accordance with agreements that the Society may make with other organizations.

3.8 The Society shall have discharged its duty to a member when it dispatches meeting notices, election information, newsletters, or other materials to the most recent address supplied by the member.

4. Finances
4.1 The fiscal year of the Society shall be from January 1 to December 31.

4.2 The Society shall be financed by annual dues or other fees from its members.

4.3 Grants, gifts or donations from organizations or persons desiring to support the objectives of the Society may be solicited and accepted at the discretion of the Council.

4.4 The Society may reimburse members for expenses incurred in effecting its objectives, subject to approval by the Council.

4.5 The Council (described below) may authorize the Society or its members to provide services in return for payments, providing such services and payments advance the objectives of the Society.

4.6 The Council shall not borrow money on behalf of the Society for any purpose, including continuance of the Society.

4.7 An audit of the Society’s books and accounts shall be done by an external, impartial, professional auditor at intervals determined by the Council, but at least once every 4 years.

5. Dues
5.1 Annual dues for each category of membership shall be determined by the Council, and reviewed at the discretion of the Council.

5.2 Dues shall be payable in advance and shall be due on the anniversary of a member joining the Society, or on January 1 of each year for members who have previously paid on this date. The Council may assess an additional amount for late payment of dues.

5.3 Privileges of membership shall lapse if dues for a calendar year have not been received by 30 June of that calendar year.

6. Council
6.1 The affairs of the Society shall be managed by an elected Council which, subject to this Constitution, shall use the Society’s funds and take actions that advance the Society’s objectives.

6.2 The Council shall consist of 5 Officers (President, Vice President, Corresponding Secretary, Recording Secretary, and Treasurer), Immediate Past-President, 12 elected Councilors, ex-officio the chairs of the Society’s principal committees and chapters, and the Editors-in-Chief of any journals or newsletters published by the Society. Of the elected councilors, at least one shall be a member resident in each one of the following regions, so long as a candidate from each of these regions is forthcoming: USA & Canada, Latin America and the Caribbean, the Pacific Ocean, Australasia, Japan and China, South-east Asia, Africa, the Middle East, Europe.

6.3 No person may simultaneously occupy more than one seat on the Council.

6.4 Should the position of an Officer or Councilor become vacant between elections, the Council may appoint a member of the Society to fill that vacancy, except for replacement of the President, which is governed by Articles 8.6 and 8.8 of this Constitution.

6.5 The Council shall meet at least once a year, in person or electronically. The quorum shall consist of 7 Council members, including at least 2 Officers. Proxies shall not be counted in determining the quorum.

6.6 A Council member who is unable to attend a Council meeting may designate another member of the Council as a proxy to cast the absent member’s vote on all issues or only on specified issue(s). No Council member may act as proxy for more than 2 absent members.

6.7 Decisions shall be made by a simple majority of the votes cast. The President or, in the absence of the President, the member filling the role of President, shall have the power to break tie votes.

6.8 Minutes of Council meetings shall be distributed by the Recording Secretary to all Council members, and shall be available to any member of the Society who requests them.

6.9 The President, with the concurrence of the Council, may appoint members of the Council and of the general membership to any committee deemed necessary for advancing the Society’s objectives, and may delegate relevant powers and duties of the Council to the committee. All committees shall report to the Council.

6.10 The Council shall nominate the editor of any journal, newsletter, or other publication produced by the Society, provided that such power is exercised in accordance with any agreement between the Society and a publisher.

7. Councilors
7.1 Any financially current member of the Society may stand for election as a Councilor.

7.2 Elected Councilors shall serve a single term of 4 consecutive calendar years. After serving as a Councilor, that person shall be ineligible for re-election or appointment as a Councilor for 1 year.

7.3 A person appointed as Councilor to fill a vacancy shall be eligible to stand for election to a full term at the next election.

7.4 Councilors are elected to represent the views of the membership in decision-making. They may be assigned additional duties as specified in the Bylaws and at the discretion of the President.

8. Officers
8.1 Subject to oversight by the Council, the day-to-day business of the Society shall be conducted by the President assisted by four other officers elected by the membership.

8.2 Any financially current member of the Society may stand for election as an Officer.

8.3 Officers shall be voting members of the Council.

8.4 The term of service for an Officer shall be 4 consecutive calendar years. All Officers may be re-elected for a maximum of 2 consecutive terms in any office or sequence of offices. After serving as an Officer, that person shall be ineligible for election as an Officer or Councilor for 2 years, save that the immediate Past President shall, after completion of their term as President, serve ex-officio as a Council member for a further four years.

8.5 Election of all Officers shall not take place during a single calendar year. Which officers should be elected in which year shall be stipulated in the Bylaws.

8.6 The President shall: preside over all meetings of the Council and general membership; represent the Society in negotiations with publishers, funding agencies, or other organizations with which the Society may make financial arrangements; assign duties to Councilors; form committees, with the approval of the Council; and be an ex-officio member of all committees.

8.7 The Vice President shall: aid the President; carry out the duties of the President when the President is unable to serve; and be nominated automatically for the office of President at the end of the term as Vice President unless he/she declines the nomination.

8.8 The Corresponding Secretary shall: distribute all communications concerning affairs of the Society to members of the Council and to the general membership; prepare and dispatch ballots for elections; send an advance notice and preliminary agenda for any meeting of the general membership to all members at least 30 days in advance of such a meeting; and send advance notices of Council meetings to all Council members.

8.9 The Recording Secretary shall: record minutes at all meetings of the Council and of the general membership of the Society, and distribute them as specified in the Constitution and Bylaws; receive ballots, participate in tabulating election results, and inform the Corresponding Secretary and President of the outcomes of elections.

8.10 The Treasurer shall: handle the financial assets of the Society; receive dues, pay bills, and maintain bank account(s) in the Society’s name; prepare a financial statement by February of each year that details income and expenditures during the previous fiscal year and proposes a budget for the current fiscal year; and certify eligibility for voting, nominating candidates, holding elective positions, and constituting a quorum.

8.11 Should the Vice-President, Corresponding Secretary, Recording Secretary, or Treasurer be temporarily unable to execute the duties of office, the President, in consultation with the Council, may appoint a temporary replacement.

9. Elections
9.1 Elections shall be held biennially in a manner that ensures all members of the Society have a reasonable opportunity to cast an informed vote. Those elected shall assume their duties on the following January 1.

9.2 Any financially current member may nominate candidates for Councilors or Officers. Each nomination should be submitted to the Corresponding Secretary, and must have the concurrence of the nominee.

9.3 The Council may nominate candidates for Councilors and Officers. The Council should select candidates to achieve broad international representation and broad scientific coverage across disciplines.

9.4 All members who are financially current 15 days before the ballot is distributed shall be eligible to vote.

9.5 Should there be more nominations than positions to be filled, the Corresponding Secretary shall ensure that a ballot is distributed to every voting member of the Society. The ballot shall contain the names of all candidates for each position, including those elected because the number of nominations equaled the number of positions.

9.6 The candidates who receive the most votes, up to the number of vacancies, shall be declared elected.

9.7 Procedures for resolving a tie vote shall be stipulated in the Bylaws.

9.8 The Corresponding Secretary shall report the names of elected Officers and Councilors to the Council and the general membership.

9.9 The results of an election may be disputed by any member(s) of the Society. The member(s) must state the cause(s) of dispute in writing to the President, to be received no more than 15 days after the results of the election have been sent to all members of the Society. The President shall inform members of the Council of the dispute in time for the Council to adjudicate the dispute before offices are assumed on January 1. Should the Council reject the disputed claim, the President shall inform the disputing member(s) and the elected Councilor(s) or Officer(s) shall assume office normally. Should the Council accept the disputed claim, the President shall inform the membership, and a new election for the disputed position(s) shall be held. The incumbent(s) in the disputed position(s) shall remain in office until the new election is completed.

10. Committees
10.1 The Society may, with the approval of the Council, establish one or more committees composed of Councilors and/or other members of the Society to conduct particular aspects of its business.

11. Regional Groups and Societies
11.1 The Society may, with the approval of the Council, establish one or more regional groups, or make agreements with pre-existing regional societies with similar objectives.

12. General Meetings
12.1 A general meeting open to all members of the Society shall be held at least every 4 years.

12.2 Members shall be given at least 30 days notice of general meetings, and the minutes and outcomes of the meeting shall be communicated to the general membership.

12.3 Any 2 members of the Society may propose issues to be voted on at a general meeting of the Society.

12.4 Any 5 members of the Society may request the President to hold an extraordinary general meeting at least 60 days in advance of that meeting. Should more than one extraordinary general meeting be requested in a calendar year, the President shall work with the Council to ensure coordination among them.

12.5 The quorum for a general or extraordinary meeting shall be a minimum of 40 members or 25% of the membership, whichever is less. In addition, at least 1 Officer and 2 Councilors must be present.

13. Bylaws
13.1 The Council shall establish Bylaws to implement the articles of this Constitution, and may review and revise them at its discretion. The Bylaws shall not alter the intended meaning of the Constitution nor circumvent its provisions.

13.2 Additional Bylaws, or changes to the existing Bylaws, may be proposed in by any 10 financially current members of the Society. Such proposals must be circulated to all members by the Corresponding Secretary at least 30 days in advance of a vote. Voting may be by a ballot of the entire membership, or by those present at a general meeting of the Society. Approval shall be by a simple majority of members voting.

14. Amendment of the Constitution
14.1 This Constitution may be amended by a vote of the members of the Society, providing that the scientific and other objectives of the Society are not altered.

14.2 Amendments to the Constitution must be proposed by at least 15 financially current members of the Society. The Corresponding Secretary shall circulate the proposed amendments to all members at least 30 days in advance of a vote. Approval shall be by a two-thirds majority of members voting, provided that at least 40% of members vote. Should fewer than 40% of the members vote, the amendment shall automatically fail.

15. Dissolution
15.1 The Society may be dissolved following approval of a resolution to that effect at a general meeting of the Society.

15.2 Upon dissolution of the Society, any funds remaining after all financial obligations have been paid shall be applied or transferred, subject to the constraints of law, to some charitable or scientific purpose determined at the meeting in which the resolution to dissolve the Society is passed.

16. Language
The official language of the Society shall be English.

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BYLAWS of the INTERNATIONAL CORAL REEF SOCIETY

1. Categories of Membership
1.1 Individual Member: Privileges include one hard-copy or on-line subscription to “Coral Reefs,” one on-line subscription to “Reef Encounter,” and one vote on Society business.

1.2 Family Member (for additional persons in the same family unit as an Individual or Sustaining member): Privileges include dues at a discounted rate, one vote on Society business, and only online access to “Coral Reefs” and“Reef Encounter.”

1.3 Student Member (for persons enrolled in an institution of higher learning): Privileges include online access to “Coral Reefs,” one subscription to “Reef Encounter,” and one vote on Society business.

1.4 Sustaining Member: This category may be held as an Individual or as a Family membership. Privileges include all benefits of Individual or Family membership, plus annual listing of the member’s name(s) in “Reef Encounter,” plus any other benefits approved by Council.

1.5 Honorary Member: Privileges include all benefits of Individual membership for his/her lifetime, without paying dues.

2. Dues
2.1 The annual subscription rates for all membership categories will be listed on the Society’s webpage and in the journal “Coral Reefs.” Dues cover a calendar year, and paid members will receive all publications appropriate to the membership category for that year.

3. Refusal of Membership
3.1 A person whose application for membership is refused or cancelled by the Council may appeal to the next general meeting of the Society, whose decision shall be final.

4. Elections
4.1 Elections shall be held biennially, in the last quarter of the second year, and offices shall be assumed on January 1 of the following.

4.2 The election of Vice President and Corresponding Secretary shall take place in one election, and that of President, Recording Secretary and Treasurer in the alternate election.

4.3 Half the Councilors should be elected in alternate elections.

4.4 Nominations for Officer or Councilor shall be made by at least 1 member of the Society (who may be the candidate), and include a statement from the candidate of qualifications for that position, objectives while in that position. This information shall reach the Corresponding Secretary not less than 15 days preceding the holding of an election.

4.5 The Corresponding Secretary shall ensure that ballots are distributed to every voting member of the Society not less than 30 days before it is due to be returned. A list of retiring Councilors and Officers and the statements of qualifications from all candidates shall be included with the ballot.

4.6 Ballots that are duplicates, spoiled, or arrive after the deadline shall not be counted. Should a ballot contain votes for more candidates for an office than the number of vacancies to be filled, the ballot shall be considered void for that office, but votes for other offices on that ballot shall be tallied. Write-in votes shall not be allowed.

4.7 The Recording Secretary and at least 1 other member of the Council who is not a candidate in that election shall count or verify the votes.

4.8 Should a vote be tied, members of the Council shall vote to determine the winner. This special balloting shall be conducted by the Corresponding Secretary within 30 days of the original election. The candidate who receives the most votes shall be declared elected.

4.9 The Corresponding Secretary shall report the names of those elected to the Council no more than 15 days after the date of the election, and to all members of the Society no more than 30 days after the date of the election.

4.10 To ensure that there is adequate representation on the Council by members from different regions, the candidate with the most votes from each region that does not already have a resident of that region on the Council shall be deemed to be elected over any candidate from a region that already has an elected council member, even though the latter may have received more votes in the ballot of members.

4.11 If for a period of a year or more a person who has been duly elected as an Officer of the Society or as a member of the Council fails to take part in a single one of the relevant meetings or conference calls for which notice has been circulated without providing in writing a reasonable explanation for their absence then that person shall be presumed to have resigned from their office or council position.

5. General Meetings
5.1 A notice informing members of any general meeting of the Society shall include at least the time and place of the meeting, and a preliminary agenda for the meeting.

6. Indemnification
6.1 The Society will indemnify each Councilor and/or Officer for any liability or reasonable expense incurred by the Councilor or Officer by reason of any of his or her acts or omissions in his or her official capacity in the management of the Society and its affairs, except in the case of (a) willful misconduct, (b) gross negligence, (c) a violation of criminal law (unless the Councilor or Officer had no reasonable cause to believe that his or her conduct was unlawful), (d) a willful failure to deal fairly with the Society or its members in connection with a matter to which the Councilor or Officer has a material conflict of interest, or (e) a transaction from which the Council or Officer derived an improper personal profit or benefit. Such indemnification shall extend to reasonable fees of attorneys incurred in the defense of the Councilor or Officer in any legal proceeding, if he or she was a party to the proceeding because of his or her position as Councilor or Officer.