BYLAWS
ARTICLE I - MEMBERSHIP

Section 1: Applications

Application for membership shall be in the form of a letter from a responsible officer of the candidate member institution indicating the intent of the institution to become a member of the Pacific Institutes of Marine Science (hereinafter PIMS).  A majority vote of the Executive Committee of PIMS concerning the applicant institution shall elect a candidate to membership. Payment of regular dues for the year in which the applicant institution is elected shall provide proof of membership.

Section 2: Participation

To participate in the functions of PIMS, a member institution shall have paid its dues for the current year. Current year is defined as starting January 1 and ending December 31.

Section 3: Representation
  1. The responsible director of each member institution in good standing shall either represent the organization as a delegate, or appoint an individual employed by the institution as the delegate.  Any such appointment shall be made in writing and be delivered to the President of PIMS.

  2. Individuals, other than delegates, who are regularly employed by member institutions may participate in the activities of PIMS. By appointment or election, they may serve on committees or other supporting bodies of PIMS, other than the Executive Committee.

  3. Delegates, or alternates designated by delegates, at any meeting (in person or electronic) are qualified by letters of appointment, which may be submitted by electronic mail and must be on file with the secretary or presented to the secretary prior to the meeting.

  4. If any member institution shall terminate the employment status of an individual serving as an officer, committee member, or in any other supporting capacity, then the position held by such individual shall be declared vacant as of the date of such termination, and the vacancy shall be filled in accordance with the provisions of these Bylaws.

Section 4:Voting

  1. Member institutions in good standing shall have one (1) vote. Voting shall be carried out by the appointed delegates.

  2. Electronic ballots shall be required for elections of officers or other matters before PIMS.
Section 5:Alternate Delegate

Regular delegates may appoint an alternate delegate with voting rights. Such designation may be submitted in writing or by electronic mail and be delivered to the President of PIMS prior to any meeting or electronic discussion and vote. The proxy shall be signed/submitted by the chief executive officer of the member institution or by the official delegate of record.

Section 6:Dues

  1. Membership dues shall be US $1,000.00 per year.

  2. Dues are payable before January 31 of each year. Delinquency of members shall be determined by the Secretary-Treasurer prior to the first meeting of each fiscal year. Delinquent members shall not be allowed to participate in PIMS activities as members. Failure to pay dues before December 31 of the delinquent year will result in automatic loss of membership.



ARTICLE II - COMMITTEES

Section 1:Executive Committee

  1. Voting Membership
    The Executive Committee of the Association shall consist of:
    1. The President of PIMS.
    2. The President-Elect of PIMS.
    3. The Secretary-Treasurer of PIMS.
    4. Four(4) members of the Board of Directors.
    5. The immediate Past-President of PIMS.

  2. Length of Term
    1. The length of term of an elected member of the Executive Committee shall be three (3) years. However, to assure continuity in administration and policy, two members of the initial Board of Directors shall hold terms of three (3) years, and the other two shall hold terms of four (4) years. The President and Secretary-Treasurer shall be elected for terms of three (3) years, and may be re-elected.
    2. Term of office shall start on January 1 following the election.

  3. Voting and Proxy
    1. Each member of the Executive Committee shall have one (1) vote.
    2. Voting by proxy is not authorized.

  4. Chairperson and Vice Chairperson
    1. The President of PIMS shall serve as Chairperson of the Executive Committee.
    2. The President-Elect of PIMS shall serve as Vice Chairperson of the Executive Committee.

  5. Duties
    1. To recommend the time and place of the regular meetings, which may use an electronic forum, and to designate other meetings of PIMS and to give notice thereof.
    2. To act for PIMS between meetings in all matters of business, but not matters of policy except as authorized at a regular meeting.
    3. To appoint members of standing committees such as the Nominating Committee.
    4. To undertake general arrangements and prepare the agenda for all meetings of PIMS.
    5. To promptly conduct a special election to fill the office of President-elect if it becomes vacant between regular meetings.
    6. To insure that PIMS is represented at various international forums.

  6. Meetings
    1. Meetings of the Executive Committee shall be as follows:
      • Regular Meetings. The Executive Committee shall meet by in person or by electronic communication at least once each year.
      • Special Meetings. Special meetings of the ExecutiveCommittee may be held from time to time upon call of the Chairperson or by written request of a majority of members of the Executive Committee. At least fifteen (15) days notice of the time and place of such special meeting shall be given by electronic mail to each member of the Executive Committee. The purpose of any special meeting shall be specified in the notice.
      • A majority of members of the Executive Committee shall constitute a quorum.
    2. Meetings of the entire membership of PIMS, electronically or in person, will be held when matters of great concern arise. The call for such a meeting may be by the President or a majority of the Executive Committee.
Section 2:Standing Committees

  1. Standing committees shall be appointed by the President with the consent of the Executive Committee. Any person employed by a member institution may be appointed to a standing committee provided that notice of the appointment is transmitted to the official delegate of the member institution.

  2. Standing committees shall include, but not be limited to, the following:
    1. Nominating Committee. Appointed by the President beforeJuly 1 of each year to prepare a slate of nominations for theoffice of President-Elect and vacancies on the ExecutiveCommittee for the following year. The chairman shall be the immediate past president of PIMS. In the event he/she isunable to serve, the President may appoint any eligibleindividual as defined above.
    2. Finance Committee. Appointed for 3 years by the incoming President by January 15 of each year. Its duties are limited to the finances of PIMS.
    3. Development Committee. Appointed by the President with the consent of the Executive Committee. Shall consist of five (5) or more members, each appointed for a period of three (3) years. The responsibility of the Development Committee is raising funds to support travel and subsistence fellowships for graduate students, postdoctoral fellows and junior faculty at member institutions.
    4. Scholarship Committee. Appointed by the President with the consent of the Executive Committee. Shall consist of three (3) or more members, each appointed for a period of three (3) years. The Scholarship Committee shall be responsible for the awarding ofPIMS Fellowships to graduate students, postdoctoral fellows and junior faculty from member institutions, to be used for research or study at member laboratories in other countries. The Scholarship Committee shall announce the availability of PIMS Fellowships, collect applications, and, normally once per year, they will select awardees from amongst the applicants.
Section 3:Other Committees

Other committees may be created by the President with advice of theExecutive Committee.

Section 4:Vacancies

Vacancies occurring in any PIMS committees, other than the Executive Committee, shall be filled by persons appointed by the President with the advice and approval of the Executive Committee.




ARTICLE III - OFFICERS AND DUTIES

Section 1:President

  1. The President of PIMS shall assume the office on January 1 following three years of service as President-Elect.

  2. The President shall serve for three (3) years.

  3. The duties of the President shall be:
    1. To serve as Chairperson of the Executive Committee of PIMS;
    2. To preside at meetings of PIMS members and of the Executive Committee; and
    3. To present a President's report annually to the PIMS memberscovering activities of PIMS. This report will typically be presented via electronic media.
    4. To automatically become the Past President of PIMS for 1 year.
Section 2:President-Elect

  1. The President-Elect shall assume that office on January 1 following election.

  2. The President-Elect shall serve for three (1) years.

  3. The duties of the President-Elect shall be:
    1. To serve as the Vice Chairperson of the Executive Committee;
    2. To be responsible for all aspects of PIMS membership, including maintenance of an official delegate list;
    3. To familiarize himself/herself with the work of PIMS in order to effectively serve as the future President of PIMS;
    4. To preside at meetings of PIMS in the absence of the President;
    5. To announce at the regular meeting at which he/she assumes office of President, the chairperson of PIMS standing and other committees; and
    6. To assume the position of the President of PIMS in the event of a vacancy in the position.
Section 3:Secretary-Treasurer

  1. The Secretary-Treasurer of PIMS shall assume office on January 1 following election.

  2. The Secretary-Treasurer shall maintain records of PIMS for conducting the business of PIMS.

  3. The Secretary-Treasurer shall be a member of the Finance Committee.

  4. The duties of the Secretary-Treasurer shall be:
    1. To assist the President in the processing of correspondence and maintaining files of correspondence, official PIMS records, committee assignments, historical information and other such documents pertaining to the business of PIMS;
    2. Responsible for keeping all accounts for the preparation of an annual financial statement to be presented to the members, for assisting in the preparation of each annual budget, for depositing all member and associate member dues for safekeeping and for all other PIMS receipts and disbursement;
    3. Responsible for maintaining and filing appropriate tax returns and for assuring that the appropriate legal instruments of PIMS are on file with appropriate government agencies/authorities;
    4. Prepare and transmit invoices for annual membership dues no later than November 30 of each year. Dues shall be sent to the Secretary-Treasurer; a record of receipt shall be prepared by the Secretary-Treasurer and properly recorded for deposit;
    5. To assist in preparations for such meetings and preparing minutes thereafter for distribution to the Executive Committee; and
    6. Other such duties as the President may assign.



ARTICLE IV - FINANCIAL AFFAIRS

Section 1:

Contracts requiring the commitment of over $200.00 of PIMS funds shall be approved by the Executive Committee and signed by the President.

Section 2:

Items under $200.00, the Secretary-Treasurer is authorized to encumber and disburse PIMS funds. Approval to encumber and to pay PIMS funds in excess of $200.00 shall be obtained from the Executive Committee if these expenditures are not established as line items within the annual budget. For budgeted items such as travel stipends and scholarships, disbursal shall be made by the Treasurer.

Section 3:

PIMS may maintain both checking and saving accounts.

Section 4:

Signature authority for bank account(s) and other deposits of PIMS is vested in the Secretary-Treasurer and the President of PIMS.




ARTICLE V - ELECTION OF PRESIDENT-ELECT AND MEMBERS-AT-LARGE OF THE EXECUTIVE COMMITTEE

Section 1:Candidates

Candidates for the office of President-Elect, Secretary-Treasurer and Board of Directors shall be regular delegates of PIMS.

Section 2:Nominations

Candidates shall be nominated by the Nominating Committee which shall be struck by the Executive Committee. Notice of such nominations shall be given by the Nominating Committee to all members at least thirty (30) days prior to the meeting during which the election shall take place. Additional candidates may be nominated by regular members at the in-person or electronic meeting during which the election shall take place.

Section 3:Election

The officers shall be elected from among the nominees by majority vote during the last regular (in-person or electronic) meeting of PIMS each year.

Section 4:Vacancies

In the event of a vacancy in the position of President-Elect, Secretary- Treasurer, or Member-at-Large of the Executive Committee, the following procedure will be followed to fill the unexpired term:
  1. The Executive Committee shall direct the Nominating Committee to prepare a slate of nominees from the delegates of the regular members of PIMS.

  2. The slate of nominees shall be distributed by mail to all regular member delegates not more than thirty (30) days after the occurrence of the vacancy.

  3. The vote shall be by mail ballot. The regular members may vote for persons other than those given on the ballot by writing in the name on the ballot. In order to count, a ballot must be received by the Nominating Committee not more than thirty (30) days after the day ballots are mailed. The ballots shall indicate that a ballot received after a certain date (to be stated in the ballot) shall not count. The ballots shall be counted immediately after the close of voting and the results shall be known to the membership without delay.

  4. In the event that no candidate receives a majority of the votes cast, a special runoff election shall be conducted between the two candidates who received the most votes. The special runoff election shall be conducted by the Nominating Committee according to the rules for special elections stated above. The candidate receiving the majority of votes in the special election or runoff election, if needed, shall be elected.




ARTICLE VI - AMENDMENTS

These Bylaws may be amended at any duly constituted meeting of PIMS (in-person or electronic) at which a quorum is present by a two-thirds (2/3) vote of the regular member delegates present. Notice of proposed amendments shall be electronically mailed at least thirty (30) days prior to the meeting to each member institution. Copies of the proposed amendment shall be made available to all delegates prior to the start of the meeting. Such notice shall include the exact wording of the proposed amendment and shall include the name(s) and address(es) of the proponent(s). However, changes can be made to the proposed amendment language at the meeting.




ARTICLE VII - CONSISTENCY

These Bylaws, as amended, shall govern PIMS in all cases in which they are not inconsistent with the Articles of Organization of record.