CONSTITUTION OF THE GULF COAST PRESERVATION SOCIETY Adopted by its founder and directors May 20, 2005 Article I. Name. The name of the society is the Gulf Coast Preservation Society. Article II. Purposes. The objectives of the Gulf Coast Preservation Society (GCPS) are to: 1. Educate the general public about environmental issues facing the Gulf of Mexico and promote the educational, scientific and managerial advancement of marine habitat; 2. gather and disseminate information to members of the Society, the public and public and private institutions, scientific, technical and management information through films, the internet, television programs, publications, RISING TIDE, and other forms of media; 3. provide scientific information, as required, on matters related to the conservation and management of marine resources. Article III. Founding. The Gulf Coast Preservation Society was founded and incorporated as a non-profit entity under United States law on May 10, 2005, at Port Charlotte, Florida, U.S.A. Article IV. Membership. Any person on the planet is qualified for full membership who is interested in maintaining and supporting a healthy marine habitat in the oceans. Members pay dues, have voting rights, receive the Society's newsletter, may be elected to office and may serve as members of Standing Committees. Any person who is actively enrolled in a degree-granting program at an institution of higher education qualifies for student membership. Student Members pay dues, have voting rights, receive the Society's newsletter, and may be elected as a Student Member-At-Large of the Board of Directors. All who are interested in the aims of the Society qualify for associate membership. Associate members may not vote and may not serve as officers or members of standing committees but have all other rights. An Emeritus member is any member who is retired from his or her professional career, is older than 65, and has been a Full Member of the Society for one or more years. Emeritus members qualify for all privileges of Full membership. Any institution may become an Institutional Member. Institutional Members receive one copy of the Society's publications and notices, but may not vote. One representative of that institution may register at Society Fundraising Events at the lower individual member rate. Corresponding Membership is available to persons qualified for Full Membership. The intent of Corresponding Membership is to improve participation in the Society by professionals and students from economically disadvantaged regions. Corresponding Members have voting rights, may be elected to office, and may serve as members of standing committees. Corresponding Members are not required to pay dues, but still may receive the Society's newsletter. Students approved as Corresponding Members have the same rights and privileges as regular Student Members. Corresponding Membership is open only to members of the media nominated by the Membership Committee or the Board of Directors, and approved by the Board of Directors. Article V. Officers. Officers include a President, a Fundraising Director, a Secretary, a Treasurer (these latter two positions may be filled by a single person who will serve as SecretaryTreasurer), and two Student Members-At-Large of the Board of Directors. These officers will be nominated at the General Business Meeting and elected by secret ballot circulated to all members as soon thereafter as is feasible. A majority of those casting ballots is required for election. Article VI. Terms of Office. The President serves a four-year term and may succeed himself or herself. The Secretary and Treasurer serve four-year terms and may be re-elected for any number of terms. The Student Members-At-Large shall serve one-year terms and may not directly succeed himself or herself. The officers will hold office until their successors are elected and qualified. Article VII. Standing Committees. These consist of a Fundraising Committee, a Scientific Advisory Committee, and a Board of Editors. The chairpersons of these committees will be appointed by the elected officers, serve two-year terms and may be reappointed for any number of terms. Article VIII. The Board of Directors. The voting members of the Board of Directors consist of the elected officers and the chairpersons of the Standing Committees and are the policy-making body of the Society. Article IX. Finances. The Society will be supported by donations, grants, annual dues of the Members, and by the proceeds of the sale of media, or such other items it may issue with the approval of the Board of Directors, and from such property or funds as it may acquire. All Directors and elected officers initially serve gratis, but eventually shall receive salaries when funds are sufficient to provide for them. The Society may hire professional staff as needed. The finances of the Society will be audited by an accredited accounting firm at least once every six years. Article X. Recall. Any officer may be removed from office at any time by a two-thirds majority of the entire membership using a secret mail ballot. Such a recall election can be called by a petition signed by 20 percent of the voting members. Chairpersons of Standing Committees serve at the pleasure of the Board of Directors. 2 Article XI. Order of Succession. Vacancies of offices will be filled until the next election by succession in the following order: President-elect, Secretary, Treasurer, Senior Student MemberAt-Large, Junior Student Member-At-Large. An officer who succeeds to the position of President-elect will not succeed to the Presidency but will be replaced by election. Article XII. Changes in the Constitution and Bylaws. The Constitution may be modified by a majority vote of the entire membership by secret ballot. The Bylaws may be modified by a majority of the Board members present and voting by secret ballot at any scheduled general meeting of the board. Article XIII. Dissolution. Upon winding up and dissolution of the Corporation, after paying or adequately providing for the debts and obligations of the Corporation, the remaining assets shall be distributed to any non-profit fund, foundation or corporation, which is organized and operated exclusively for charitable, educational or religious and/or scientific purposes and which has established its tax-exempt status under Section 501(C)(3) of the United States Internal Revenue Code. Article XIV. Tax Exemption. The Society is incorporated as a non-profit organization, with tax-exempt status, based in the state of Florida, USA. Notwithstanding any other provisions of these articles, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from United States federal income taxes under Section 501(C)(3) of the United States Internal Revenue Code of 1954. ________________________________ Date: May 20, 2005 Lawrence Bestor, Founder and Director Date: May 20, 2005 David Baker, Director ________________________________ Date: May 20, 2005 Melissa Vanderbilt, Director 3 BYLAWS OF THE GULF COAST PRESERVATION SOCIETY As amended and adopted 18 May 2006 Article I. Duties of Officers. Section 1.1. President The President is the executive officer of the Society and will: Preside over general meetings of the membership and meetings of the Board of Directors. Direct the operations of the Society. The President will ensure that written invitations are issued to members to serve on Society committees. The President will direct the issuance of written invitations to those individuals elected as Honorary Members of the Society. The President-elect will work with the Fundraising Event and Program Committee Chairs to ensure that all upcoming Fundraising Events are organized and also to ensure that options for the next Fundraising Events are available. At the beginning of each new term of office, the incoming and outgoing Presidents jointly will conduct an internal audit of Society financial affairs. All past Presidents are automatically members of the Board of Directors, but do not have voting privileges. All officers must be Society members at the time of nomination and during their period of service. Section 1.2. President-elect The president-elect will: (a) Assume the duties of the President in his/her absence. (b) Serve as a member of the Board of Directors. (c) Succeed to the presidency at the completion of the President's term of office. (d) The President-elect will verify election results by making a second count of ballots and reporting the results to the Board of Directors. Section 1.3. Secretary The Secretary will: (a) Keep and report minutes of all meetings of the Board of Directors and the business meetings of the general membership. (b) Receive, process and maintain a complete file of Society correspondence. (c) Maintain an historical record of the Society. (d) Maintain a current roster of Members, Honorary Members and Associate Members and advise the Society of changes in their address or status. 4 (e) Maintain and disburse supplies of back issues of Society publications and maintain a complete archive of all Society publications. The Secretary will work with the Nominations/Elections Committee Chair to prepare and mail or email ballots. (f) Serve as a member of the Board of Directors. In the event the offices of Secretary and Treasurer are vested in a single person, this person will have a single vote in the deliberations of the Board of Directors. (g) Transfer all records and files to his or her successor upon completion of a term of office. (h) The Secretary and Fundraising Chairman will provide to the President and Board of Directors one or more options for organizers and locations of all Fundraising Event. After approval by the Board, a presentation by the organizers will be made to the Membership at the General Business Meeting conducted at the Annual Fundraising Event. These presentations should include details about costs, Fundraising Events dates, modes of travel to the site, facilities and organizers. If there is more than one proposed Fundraising Events site, the Board will select the venue by majority vote on the election ballot. Section 1.4. Treasurer The Treasurer will: (a) Collect all donations, funds, dues and other monies of the Society and maintain accurate accounts of such funds. (b)The Treasurer monitors monies received by the Society's publications Editors from monthly account statements and helps resolve any financial problems that members encounter. (c) Countersign all checks issued for payment by the Society. (d) Disburse Society funds for amounts of a hundred dollars per person or less upon receipt of proper business invoices covering legitimate Society business. Bills of between one hundred and ten thousand dollars can be paid by the Treasurer upon approval of the President. Bills of more than ten thousand dollars require the approval of the Board of Directors. (e) Notify the Members and Student Members of the fees due the Society and notify the members of any delinquencies. (f) Provide a financial statement of the Society annually to meetings of the Board of Directors. (g) Prepare and present a complete report of Society finances at each general business meeting of the Society. (h) The treasurer's report will be internally audited every two years. The past President will initial the report of all transactions to verify his prior approval of all expenses. The President-elect will witness and approve the final audit figures. (i) Prepare annually a projected budget for the Society and present it to the Board of Director’s meetings. (j) Under direction of the President and Board of Directors supervise Society investments. (k) Transfer all records and files to his or her successor upon completion of a term of office. (l) The Treasurer prepares an annual financial statement concurrent with the preparation of the Society's annual tax statement. 5 (m) Upon request, the Treasurer will provide financial statements to potential funding agencies for support of Society activities, such as a Fundraising Event or Special Publication. Section 1.5. Student Members-At-Large (a) One of the two Student Members-At-Large will be designated by the President as Society Parliamentarian and will be the senior Student Member-At-Large. (b) Student Members-At-Large are nominated by the staff and selected by the President. Article II. Duties of the Board of Directors. The Board of Directors is the executive body of the Society. It will, among other duties, appoint chairpersons of standing committees, suggest locations for future general meetings to the membership, propose dues adjustments and other fees to the general membership, pass on the suitability of publications, position papers, or statements to be issued in the name of the Society, decide on motions of censure or expulsion, supervise Society finances, handle legal aspects of Society operation and assist the president in carrying out the executive work of the Society. The Board of Directors should convene no less than annually, by telephone conference call or in person. The Secretary will schedule and coordinate all meetings of the Board of Directors. Article III. Membership of the Standing Committees. The Chairpersons of Standing Committees shall propose committee members for approval by the Board of Directors. Members of the Standing Committees serve at the pleasure of the Chairperson during his or her term of office. Article IV. Charges of Standing Committees. Section 4.1. Fundraising Committee The Fundraising Committee solicits donations, directs fund raising activities, and receives new membership applications and may itself propose new members. Section 4.2. Committee of Scientific Advisors The Scientific Advisory Committee is charged with advising the Board of Directors on matters related to the preservation and sustainable management of resources in the Gulf of Mexico, and with providing to the Board of Directors such scientific information as may be requested. Section 4.3. Board of Editors The Board of Editors is responsible for the development, selection, design, editing, publication and distribution of such publications as the Society may sponsor. Section 4.4. Investment Committee The Treasurer will chair an ad hoc Investment Committee to handle long-term Society investments and significant financial considerations. This committee will report to the Board of Directors and to the Membership at the General Business Meetings. Article V. Votes. 6 Section 5.1. All votes of the Society on matters not specified in the Constitution or Bylaws will be decided by a simple majority of those voting. Section 5.2. Tie votes in general meetings or in meetings of the Board of Directors will be broken by the presiding officer. Tie votes in Standing Committee meetings will be broken by the Chairperson. Section 5.3. Regardless of the number of candidates running for a particular office, the individual who receives that most votes shall be elected. Article VI. Rules of Procedure. All meetings will be governed by Roberts' Rules of Order. Article VII. Quorum. Ten percent of the voting membership will constitute a quorum of the Society and three members a quorum of the Board of Directors. Article VIII. Resolutions. Section 8.1. Resolutions will be received by the Board of Directors at any time. Resolutions concerned with matters of science or policy received more than two months before a general meeting and approved by the Board of Directors for submission to the members will be open for discussion at that meeting. Those resolutions concerned with matters of science or policy received less than two months prior to the next general meeting will not be discussed at that meeting but, if approved by the Board of Directors for submission to the members, may later be submitted to the membership for a vote. Section 8.2. Each resolution must contain the following information before it can be considered: (1) a short statement of the need for the resolution; (2) accurate scientific documentation concerning the circumstances of the resolution; (3) a list of proposed recipients of the resolution. Section 8.3. The Board of Directors will refer the resolutions to the appropriate Standing Committee for study, after which it will be approved, denied or recommended for emendation by the Board of Directors. If approved, it will be submitted to the membership, along with a short documented discussion of the reason for the resolution, for a vote. A two-thirds majority of those voting is required for ratification. Section 8.4. Once the resolution has been released by the Society the appropriate Standing Committee will be instructed to determine the effect of the resolution and to recommend further action by the Board of Directors. Section 8.5. Resolutions of recognition may be presented and voted upon at a general meeting. A two-thirds majority is required for passage. 7 Article IX. Meetings. General meetings of the membership will be held at least every other calendar year and will be announced to all members by mail at least two months in advance. Article X. Honorary Members. Honorary Members may be elected by a two-thirds vote of the Members voting upon unanimous recommendation by the Board of Directors, in recognition of distinguished service to marine biology or marine habitat. Honorary Members have all the privileges of Members but are exempt from dues. No more than twenty (20) Honorary Members may be enrolled at one time. Article XI. Geographic Coverage of the Society. The Society is open to persons throughout the world. Article XII. Financial Matters and Seal Section 7.1. Financial Reporting. The Treasurer will give a detailed accounting of the financial status of the Society at each General Business Meeting of the Society. Section 7.2. Compensation. The Officers and Directors of GSPC shall receive for their services such compensation as the Board may determine. Section 7.3. Certain Officers to Give Bonds. Every Officer, agent or employee of GSPC, who may receive, handle or disburse money for its accounts or who may have any of GSPC's property in his or her custody or be responsible for its safety or preservation, may be required, at the discretion of the Board to give bond, in such sum and with such sureties and in such form as shall be satisfactory to the Board, for the faithful performance of his or her duties and for the restoration to GSPC in the event of that person's death, resignation, or removal from office, of all books, papers, vouchers, monies and other property of whatever kind in his or her custody belonging to GSPC. Section 7.4. Bank Withdrawals. The Board may authorize Officers or employees of GSPC to make withdrawals from bank accounts maintained by GSPC. All withdrawals for amounts in excess of $5,000 shall require the signature of two authorized Officers. Section 7.5. Corporate Seal. The seal of TOC shall be circular in form and shall bear the name "Gulf Coast Preservation Society, Inc." and the words and figures "CORPORATE SEAL, Florida, 2005." Article XIII. Member’s Dues. Annual dues are $75 for Full Membership, $50 for Student Membership, $50 for Emeritus Membership, and $100 for Institutional Membership. Dues are $2,500 for Life Membership payable in one installment or four consecutive annual payments of $625. All dues are to be paid in U.S. dollars. Membership, other than Life, is for a calendar year. Article XIV. Fiscal Year. The fiscal year of the Society will begin the first day of the calendar year. Article XV. Order of Business. The order of business at business meetings will be as follows: reading and approval of the 8 minutes of the last business meeting. Treasurer's report, proposals for honorary membership, nomination of officers, reports and recommendations of the Board of Directors, consideration of amendments to the bylaws. Standing Committee reports, awards, discussion of resolutions, new business and adjournment. Article XVI. Indemnification. Section 16.1. GSPC shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of GSPC) by reason of the fact that he or she is or was a Director or Officer of GSPC, or is or was serving at the request of GSPC as a Director or office of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney's fees), trust, or other fines, and amount paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of GSPC, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of GSPC, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 16.2. GSPC shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of GSPC to procure a judgment in its favor by reason of the fact that he or she is or was a Director or Officer of GSPC, or is or was serving at the request of GSPC as a Director or Officer of another corporation, partnership, joint venture, trust, or the enterprise, against expenses (including attorney's fees) actually and reasonably incurred by him with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of GSPC and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of his duty to GSPC unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 16.3. To the extent that a Director or Officer of GSPC has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 16.1 or 16.2, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by him or her in connection therewith. Section 16.4. Any indemnification under Section 16.1 or 16.2 (unless ordered by a court) shall be made by GSPC only as authorized in the specific case upon a determination that indemnification of the Director or Officer is proper in the circumstances because he or she had met the applicable standard of conduct set forth in Sections 16.1 or 16.2. Such determination shall be made (1) by the Board by a majority vote of a quorum consisting of Directors who were 9 not parties to such action, suit or proceeding, or, if such a quorum of disinterested Directors so directs, (2) by independent legal counsel in a written opinion. Section 16.5. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by GSPC in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the Director, Officer, employee, or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by GSPC authorized in this section. Section 16.6. The indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, bylaw, agreement, vote of disinterested Directors, or otherwise, both as to action in his official capacity while holding such office. The indemnification provided by these Bylaws shall continue as to a person who has ceased to be a Director or Officer and shall inure to the benefit of the heirs, executors, and administrators of such a person. -----------------------------------------------------------------------------------------------------GENERAL POLICIES OF THE GULF COAST PRESERVATION SOCIETY Elected Officers Composition of the Board of Directors will be selected by a biennial election. The new Board of Directors will assume duties on 1 July following the election. The Board of Directors will meet annually and hold a board meeting the day preceding the Annual Fundraising Event. Travel expenses to annual board meetings will be paid at the discretion of the Board. Scheduling and location of Board meetings will be determined by the President in consultation with the Board. The incoming Board of Directors shall review the performance and composition of all committees and recommend committee membership and duties. The Student Member-at-Large must be enrolled in a degree granting institution at the time of his/her nomination. This Student Member-at-Large will be a spokesperson for the concerns and goals of the student members of the Society. Committees All committee members must be Society members during their period of service. Mailing lists of Society members cannot be distributed without approval of the Board of Directors. The Fundraising and Scientific Program Committees will maintain written guidelines of their procedures for an historical record of Fundraising events. Nomination procedures will ensure that the Society maintains an international and diverse composition by providing a variety of candidates for election relative to gender, nationality and 10 area of scientific expertise. At least one of the officers, directors, or Advisory Board members shall be a non-North American member. Ad hoc committees may be established by the Board of Directors, but Standing Committees must be approved by a vote of either the Membership or the Board of Directors and added to Constitution Article VII and Bylaws Articles III and IV. COMMITTEE POLICIES Board of Editors RISING TIDE RISING TIDE publishes significant new information resulting from original research and observations about environmental issues affecting the Gulf of Mexico, overall health, marine populations and ecological relationships. The Society endorses the principle that experiments using live animals should be undertaken only for the purpose of advancing knowledge. Consideration should be given to the appropriateness of experimental procedures, species of animals used and number of animals required. All animal experimentation reported in RISING TIDE must be conducted in conformity with the relevant animal care codes and research permits of the country in which the study is conducted. The Editor will refuse manuscripts in which evidence of adherence to such codes is not apparent. RISING TIDE publishes (l) Articles: important original research; (2) Review Articles: critical appraisals which place recent research in a new conceptual framework; (3) Notes: short communications on current research, important preliminary findings or new techniques; (4) Opinion: an invited contribution on a selected topic; (5) Letters: communications in response to papers previously published in RISING TIDE, opinion, interpretation and new information on all topics of interest to Society members. Articles, Review Articles and Notes are subject to peer review. Any Letter challenging published results or interpretations is transmitted to the author of the published work with an invitation to respond. The letter and its response are published simultaneously. Letters are judged by the Editor on appropriateness of the subject and interest to readers. A Guide for Authors appears in the January issue of RISING TIDE each year. The guide should be consulted before preparing any manuscript for submission to RISING TIDE. All manuscripts must be accompanied by a cover letter stating: (1) that the work is original; (2) that the same work has not been published previously; (3) that the work is not currently under consideration for publication elsewhere; (4) that all authors have seen and approved the final manuscript; and (5) that any person cited as a source of personal communication has approved such citations. Authors submitting a manuscript do so on the general understanding that if it is accepted for publication, copyright of tile article, including the right to reproduce the article in all forms and 11 media, shall be assigned exclusively to The Gulf Coast Preservation Society. The Society will not refuse any reasonable request by the author for permission to reproduce, in whole or part, his/her contribution to RISING TIDE. Authors must grant permission to the Society’s Board of Directors to publish or reproduce in any media any article submitted, and are asked to pay charges of $15.00 (US) per printed page or part thereof in RISING TIDE. In the event that funds for page charges are not available to the author from research or agency funds, a waiver of page charges will be granted by the Society upon application to the Editor. Payment of page charges thus is not a requirement for publication in RISING TIDE. However, all reproduction rights shall be granted to the Society prior to use. The editor appoints a Board of Associate Editors as needed to provide guidance and assistance with editorial policies and responsibilities. Associate Editors serve staggered terms as determined by the Editor, with the concurrence of the Board of Directors. One member of the Board of Associate Editors is designated Deputy Editor. The Deputy Editor functions as editor when the Editor is on extended travel status. Policy on Special Publications of The Gulf Coast Preservation Society The Gulf Coast Preservation Society regards its newsletter, RISING TIDE, as a primary avenue of information about environmental issues facing the Gulf of Mexico. Occasionally, a body of information on a particular aspect of marine study is inappropriate for publication in RISING TIDE. Examples include monographic reports which are too long for publication in the RISING TIDE; edited collections of review articles on various aspects of a particular subject; or edited collections of papers addressing a particular topic where there is a justifiable need to keep the papers together, rather than publish them separately as RISING TIDE articles. To meet these needs, the Society has established a Special Publication Series. The Board of Editors of RISING TIDE has final responsibility for the scientific content of publications in the Special Publications Series. The Board of Directors of the Society makes the final decision on any expenditure of Society funds for publications. Authors or editors considering publication of their material in the Special Publications Series should contact the Editor of RISING TIDE as early as possible to ascertain the suitability of the proposed work as a Special Publication. A set of guidelines to assist potential contributors to this series is available from the Editor for Special Publications. RISING TIDE The RISING TIDE newsletter will be published at least quarterly and distributed to all Society members. The newsletter provides reports of news, issues, opportunities, symposia, Fundraising events, workshops, and other topics of general interest to the membership, along with reports of standing and ad hoc committees, and questionnaires and ballots relating to Society activities and business. The newsletter also provides texts of Society Presidential Letters on various issues of concern to the membership. The newsletter may include Letters to the Editor originally submitted to RISING TIDE if, in the opinion of the Editor and the President, that such letters are appropriate for inclusion in the newsletter. The RISING TIDE may accept advertising relating to scientific books, materials and equipment at the discretion of the Editor. 12 Membership Committee The Membership Committee is responsible for promoting membership in the Society. The Membership Committee shall: 1) Maintain correspondence with current and proposed Society members, approve membership applications, nominate new Corresponding Members to the Board of Directors, ensure that appropriate fees are collected and forward all related transactions to the Society's publisher. 2) Work directly with the publisher to handle questions regarding membership in the Society, receipt of Society publications and subscription renewal procedures. 3) Conduct membership drives with other societies to encourage new and former members to join the Society. 4) Make periodic and annual changes in the membership application forms which are circulated to members and potential members through the Society or by other means. 5) Develop and maintain the Society's Membership Directory (currently updated annually), which contains current addresses, telephone numbers and e-mail addresses for all members, as well as the Society's Constitution, Bylaws, Policies, Society Officers, Committee Chairs, Fundraising events information, and Honorary Members. Committee of Scientific Advisors The Committee of Scientific Advisors is charged with advising the Board of Directors on matters related to the preservation and enlightened management of marine habitat in the Gulf of Mexico, and with providing to the board requested scientific information. The Committee of Scientific Advisors will work closely with other elements of the Board and Society members (such as in the production of the newsletter) to keep all members informed of current and relevant issues of interest and to ensure that the information provided is based on the best available scientific information. Editorial responsibility for scientific and technical matters in the newsletter may be delegated by the Editor to the Committee of Scientific Advisors as required. In such cases the President assists the Committee in reviewing and editing newsletter content. The Committee of Scientific Advisors is responsible for researching, drafting and submitting Presidential Letters to the Board of Directors for its review and publication in the newsletter. Presidential Letters are a mechanism to provide timely scientific comment on issues where there is strong scientific support, and where the majority of the Society's membership likely would hold the same scientific opinion. Fundraising Committee The Fundraising Committee, with concurrence of the Board of Directors, is responsible for making all necessary arrangements for the upcoming Fundraising events, and any associated 13 workshops, concerts, or symposia, including scheduling and arranging celebrities, experts, housing and meeting facilities for the events and talent, travel arrangements, banquets, and other event-related amenities. The Fund raising Committee shall: 1) Schedule oral and poster presentations; schedule business meetings, coffee and lunch breaks; arrange for souvenir memorabilia; prepare Fundraising announcements, abstract books, programs, etc.; solicit vendors; raise local funds; and make decisions about possible day trips. 2) Adjust program structure to meet local conditions, with the concurrence of the Scientific Program Committee and the Board of Directors. 3) Register all participants at Fundraising events. 4) After each Fundraising Event, provide the Treasurer with a financial accounting of fundraising expenses and spending. 5) Any Fundraising proceeds will be turned over to the Treasurer, a portion of which shall be used as "start up" money for the next Fundraising Event. Investment Committee The Treasurer will chair an ad hoc Investment Committee to handle long-term Society investments and significant financial considerations. This committee will report to the Board of Directors and to the Membership at the General Business Meetings. International Relations Committee The ad hoc International Relations Committee develops mechanisms to ensure active involvement of scientists and students from countries other than the U.S. and Canada in the Society. The Committee addresses issues of international interest, particularly those pertaining to costs associated with participating in Society meetings and accessing Society publications, such as membership fees, awards, and distribution of RISING TIDE to libraries. AMENDMENTS These Bylaws may be amended by the affirmative vote of a majority of the entire Board. ________________________________________ Corporate Secretary May 18, 2006 Date 14