Bylaws

Offices

The principle office of the corporation shall be located at its principal place of business or such other place as the Board of Directors (“Board”) may designate. The corporation may have such other offices, either within or without the State of Washington, as the Board may designate or as the business of the corporation may require from time to time.

Classes of Members

There shall be two categories of membership in the Pacific Estuarine Research Society (PERS).

Regular members are persons whose professional activities are consistent with the purpose of the organization.

Honorary members are persons whose outstanding contributions in estuarine research have been recognized by nomination of the Board and ratification by two-thirds majority of those regular members present and voting at a regular business meeting. Honorary members are elected for life and do not pay dues.

Submission of $10.00 US or foreign currency equivalent per year in dues to PERS shall constitute membership in the Society.

Dues

Dues shall be proposed by the Board and adopted by simple majority of the members present and voting at an annual meeting. Dues for the calendar year are payable in January to the Secretary/Treasurer. New members may be accepted at any time, but after October 1st they are considered paid for the next calendar year. Members in arrears will be billed by the Secretary/Treasurer. Members in arrears more than one year will be dropped from the Society on February 15th.

Voting Rights

Each member entitled to vote with respect to the subject matter of an issue submitted to the members shall be entitled to one vote upon each issue.

Each person entitled to vote in an election of Directors may cast one vote for as many persons as there are Directors to be elected and for whose election such member has a right to vote.

Annual Meeting

Meetings shall be held annually in the spring of the year or at the discretion of the Board. Attendance at the meetings shall be limited to members in good standing, except that visitors may attend with the approval of the Board or the President. Only PERS members may vote at meetings.

Special Meetings

The President or the Board may call special meetings of the members for any purpose.

Place of Meetings

All meetings of members shall be held at the annual meeting or at such other place within and without the State of Washington designated by the President or the Board.

Notice of Meetings

The President or the Board shall cause to be delivered to each member entitled to notice or to vote at the meeting, either personally or by an electronic mailing list. The date for the next meeting is also discussed at the annual meeting.

ARTICLE 3. BOARD OF DIRECTORS

General Powers

The affairs of the corporation shall be managed by a Board of Directors.

Number

The Board shall consist of not less than four (4) nor more than twelve (12) Directors, the specific number to be set by resolution of the Board. The number of Directors may be changed from time to time by amendment of these bylaws, provided that no decrease in the number shall have the effect of shorten the term of any incumbent Director.

Qualifications

Directors shall be members of the corporation and elected officers and those appointed by the elected officers. Directors may have such other qualifications as the Board may prescribe by amendment to these Bylaws.

Election of Directors

Initial Directors

The initial Directors named in the Articles of Incorporation shall serve until the first annual meeting of members in which their terms as officers expire.

Successor Directors

Successor Directors shall be elected every two year at the annual meeting of members as their terms as officers expire.

Term of Office

Unless a Director dies, resigns or is removed, he shall hold office until the next election at the annual meeting of the Board or until his or her successor is elected, whichever is later.