Articles of Association and Bylaws
THE SOUTHWEST PALEONTOLOGY SOCIETY

SECTION I: NAME
The name of this organization shall be the Southwest Paleontological Society (SPS hereafter).

This organization is established as a not for profit corporate entity supporting in particular our “home museum”, the Arizona Museum of Natural History, along with other research organizations. These Articles and Bylaws are intended to reflect compliance with IRS 501c3, for a 501(c)3 that has gross receipts less than $5,000.  Please refer to the IRS webpage located at: (https://www.irs.gov/pub/irs-pdf/i1023ez.pdf) and then under the Note within the “Purpose of Form” section which discusses “Organizations may be considered tax exempt under section 501(c)(3) … having gross receipts in each taxable year of normally not more than $5,000“.  If at the time if reading, the IRS has moved the link above, a copy of the PDF can be found here: (https://app.box.com/s/9o4m0ugjs0n2hwqaki84iy2bep1bncuk   ) The meaning of terms and statements herein should be interpreted accordingly.

SECTION II: PURPOSE AND OBJECTIVES

The purpose of The Southwest Paleontological Society shall exclusively be to further the study of the paleontology and geology, as defined by IRS NTEE (National Taxonomy of Exempt Entities) code “U01”  by:

1. Providing and/or enabling scientific research, community support, and educational materials that are in the public interest, focused on the fields of paleontology and geology.

2.Assisting the Museum and other Paleontology and Geology research organizations and institutions in promoting public awareness and understanding of regional paleontology, fossils, materials and literature;

3. Maintaining a membership of professional and trained avocational paleontologists to survey, excavate, collect, prepare, document, and maintain paleontological and geological artifacts and materials;
4. Provide paleontological training to interested volunteers;
5. Assembling and maintaining a collection of fossil and geological material for public display, education and research reference;

6. Reporting or assisting in the reporting of significant paleontological findings and research in appropriate scientific journals and organizations.

7. The organization will provide an emphasis and expertise regarding paleontology and geology for the southwestern United States, in particular the state of Arizona.
8. The organization shall undertake No political activity including support for candidates, political parties, propositions, or political referenda.
9. The organization embraces, encourages, and recruits a diversity of members across age, ethnicity, beliefs, and gender.

SECTION III: OFFICERS

The elected Officers of the Southwest Paleontological Society shall be the governing body (hereafter the Board) of the organization. The Officers shall have responsibility for establishing policy with the consent of the general membership. The Officers shall also have the responsibility to conduct the business of the organization; set and conduct the agenda for general meetings; plan group activities; negotiate and contract with outside parties; publish  notifications to members; prepare and submit a financial report and other reports to the general members for approval during the annual meeting; and provide other services as requested by the general membership.

1. The Officers of the Southwest Paleontological Society shall consist of President, Vice President, Secretary, Treasurer, Past President and such other Officers, if any, as may be elected by the membership.

2. Officers shall be elected once a year at the annual meeting and shall serve until the next annual meeting.

3. All OFFICERS must be members in good standing and at least 16 years of age at the time of election.

4. The Officers in the discharge of their duties shall have the power within the limitations of the Bylaws to initiate any action which in their judgment seems necessary or expedient to further the interest of the organization and to achieve its objectives. The Officers may appropriate such sums as may be deemed advisable, within its resources and limits of the Bylaws, for the interests of the organization. The Officers shall receive no salary or recompense for their duties. Expenses incurred by the Officers during the execution of their duties shall be recompensed as approved by a majority of members present at any membership meeting.
5. Actions by the Officers may be overridden by a 2/3 majority of voting members during a general meeting.
6. Meetings of the Officers shall be called by the President. Written or oral notice of all meetings shall be given to all Officers one week prior to the meeting. Those Officers present at a duly noticed meeting shall constitute a quorum, but in no event may a quorum of Officers consist of less than two. Voting shall be by those Officers present. Meetings of the Officers shall be open to all members of the organization.
7. 7. Bank accounts under the control of the Officers shall be kept in the name of the organization. Significant expenditures, those exceeding $100.00 must be approved in advance by the Board. Based on Board approval, expenditures will require the signature of the Treasurer. An examination of accounts may be requested by the Board. A report of accounts shall be given at the annual meeting.
8. 8. If a vacancy occurs or is expected to occur among the Officers, the remaining Officers shall by a majority vote choose a member in good standing to fill the office until the next regular election.
9. All meetings of the Board of Directors shall be conducted in an orderly manner under the direction of the President or Vice President according to appropriate rules of order.
10. Officers provide their services on a volunteer basis, without compensation.
11. Out of pocket expenses incurred by SPS officers in the performance of their duties may be reimbursed in the amount incurred when approved by a majority of the Board.

SECTION IV: ELECTION AND REMOVAL OF OFFICERS

Members at the annual meeting shall nominate and elect from the membership, candidates for President, Vice President, Secretary, Treasurer, and such other Officers, if any, as they may deem necessary. These selections shall then be confirmed by majority vote of the members present.

1. The offices of Vice President, Secretary and Treasurer may be combined at the discretion of the Officers and consent of the general membership.
2. 2. Any Officer may be removed at any time by majority vote of the Officers, but must be confirmed by majority vote of those members present at the next general meeting.

SECTION V: DUTIES OF OFFICERS

The Officers of the Southwest Paleontological Society shall have the following duties:

1. The President shall preside at all meetings of the organization. He/she shall be the organization representative to the Foundation of the Arizona Museum of Natural History. He/she shall appoint a Chairperson and other members of each standing and special committees. The President may co-sign checks, drafts and notes.
2. The Vice President shall preside at meetings of the organization in the absence of the President. He/she shall be an ex-officio member of all committees. The Vice President may co-sign checks, drafts and notes
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3. The Secretary shall keep the minutes of all meetings and, shall be custodian of the records of the organization. He/she shall keep a roll of the members. He/she shall issue membership identification cards to all members in good standing upon their joining and again annually upon renewal of membership.
4. He/she shall keep a numerical record of attendance at all meetings, survey projects, excavation projects, and other projects. He/she shall conduct correspondence for the organization and shall notify the Officers and general membership by Email of scheduled meetings or activities.
5. The Treasurer shall be controller of the accounts of the organization. The

Treasurer shall issue and sign all checks. He/she shall make collections and disbursements under the supervision of the President and shall prepare such other reports as the Officers may direct. He/she shall prepare and submit a summary financial report at each meeting of the Officers. The accounts of the organization shall be audited when directed by the Board. A complete annual report shall be prepared and delivered to the general membership at the annual meeting. All account records will be made available to any member so requesting when the Board agrees.

6. The Past President shall attend meetings of the Officers and shall assist the Officers as requested.

SECTION VI: MEMBERSHIP

1. There shall be a minimum of two (2) classes of membership: Individual and Family. An individual membership refers to a single paying member. A family membership includes members of a household enrolled under a group membership rate. Each individual member or family membership shall be informed by Email as to proposed meetings and the activities of the Society. All members may participate in activities at a discounted rate. Individual and family members over the age of 16 shall have voting privileges.
2. No member shall participate in the unlawful excavation, collection, or trade of any paleontological, archaeological, or historic site or artifact.

Such activity shall be cause for dismissal from the organization. All activities, performed in conjunction with the organization, shall be for the accomplishment of one or more of the objectives of the organization as set forth in Section II of these Bylaws. All excavation, collection, and maintenance of paleontological and geological artifacts and materials are to be performed in a controlled and scientific manner.

3. The Officers may, by 2/3 majority vote, expel from the organization any member whose acts are contrary to the ideals, objectives, and accepted standard of the organization, or who otherwise uses his/her membership improperly.

SECTION VII: MEETINGS

All meetings of the Southwest Paleontological Society shall be conducted in an orderly manner under the direction of the President or Vice President according to appropriate rules of order.

1. The Annual meeting shall be held at least once a year in January or as otherwise agreed by the Board.
2. General membership and special meetings shall be called as proposed by the President and as approved by the majority of the Officers.

SECTION VIII: DUES AND FUNDS

1: The fiscal year shall be January I through December 31. Dues shall be due in January and delinquent on March 1. Members delinquent in their dues are to be notified by Email of their delinquency. All delinquent memberships will lapse on

April 1. Dues received after October 1 shall be considered as dues paid for the ensuing year. The Officers shall be responsible for establishing a schedule of dues to be paid by each class of membership.

2. 2. Special activity fees may be established by the Officers to cover the costs of field trips and educational costs and to raise additional funds. Such events are to be open to the public with members receiving discount rates.
3. The Officers may raise additional funds through other special activities for that purpose with the consent of a majority of the members present at a general meeting.

SECTION IX: COMMITTEES

The Officers shall establish such standing and special committees as it deems necessary with consent of the general membership. Delegation of authority to committees shall not relieve the Officers of any responsibility imposed by these Bylaws.

SECTION X: DOCUMENTATION, MAINTENANCE AND PUBLICATION

All notes, collections and other materials controlled by the organization shall be maintained at and by the Arizona Museum of Natural History or other qualified public institution as designated by the Museum. The organization shall encourage the timely publication of the results of all surveys, excavations, collections, or other research projects. Publications of the organization may be purchased at a rate to be set by the Officers for each publication.

SECTION XI: RATIFICATION AND AMENDMENTS

These Bylaws shall be tentatively ratified by the Board at their next meeting after submission. These Bylaws shall be ratified by majority vote at the next general membership meeting.

1. 1. Amendments to the Bylaws may be proposed by any member of the organization. All amendments shall be by 2/3 majority of members then present when convened at a meeting called for that purpose.

SECTION XII: DISSOLUTION

Upon dissolution of the organization, the Officers shall, after payment of all liabilities of the organization, dispose of all remaining assets to  such other certified 501c3 organizations, that have an NTEE code of B01,U01,U36, or U50,  as the SPS officers deem appropriate .