BYLAWS OF THE RIVER MANAGEMENT SOCIETY
As Approved November, 1996
As Amended October 12, 2003
As Amended February 9, 2004
As Amended December 12, 2005
As Amended April 10, 2006
As Amended February 6, 2008

Article I - Membership

Section 1 - Eligibility
Any individual presently or previously employed in river management, planning, education, or research activities shall be eligible for regular voting membership in the Society and shall be called a Professional Member. All voting members shall enjoy full membership rights and privileges, including, but not necessarily limited to, voting, subscriptions to Society periodicals, service on committees, and nomination and election to any office as provided in these bylaws. Individuals ineligible to be regular voting members may apply to become nonvoting Associate Members. Associate Members shall be entitled to Society periodicals and may attend meetings and workshops sponsored by the Society. Offices and/or organizations may also apply for membership and shall be referred to as Organizational Members. Organizational Members shall be entitled to Society periodicals and may attend meetings and workshops sponsored by the Society. A special category for Students shall be maintained at a minimal membership rate. Students shall be entitled to Society periodicals and may attend meetings and workshops sponsored by the Society.

Section 2 - Applications
Applications for membership shall be transmitted to the Secretary on forms provided by the Society.

Section 3 - Resignations and Terminations
Resignation from membership should be transmitted in writing to the Secretary. A member who has resigned in good standing may reapply for membership by writing directly to the Secretary. Such members shall retain their original date of membership.

Section 4 - Suspensions
Members of the Society may be suspended or terminated by the Executive Committee for conduct that is deemed adverse to the interests of the Society. Prior to taking action, the Executive Committee must notify the member and offer an opportunity for the member to explain his or her actions. A member whose dues are in arrears for one hundred and twenty days shall be automatically suspended.

In the event a member of the Board of Directors (Board) is perceived as failing to fulfill his or her responsibilities to the Society as listed in Appendix A and B, the Board member may be subject to removal from office by the Board through the following process:

A member of the Board must move for a vote of “no confidence” in the Board member for specific failures to fulfill the duties of the office. Following a second on the motion, the Board must vote on the motion.

If by a simple majority vote, the Board finds it has “no confidence” in the Board member the RMS President shall then notify the Board member and offer an opportunity to remedy his or her failure to meet the responsibilities of the office. Specific actions and timelines for compliance with board responsibilities shall be documented in writing to the affected member.

If the board member fails to materially comply with the required actions within the specified timeline, a Board member may call for removal of the member by a two-thirds majority vote of the Board.

If a Board member removed from office by this process is a chapter president, the chapter president serving on the Executive Committee shall work with the remaining chapter officers to either appoint a chapter president or facilitate an election. If a chapter reelects the removed individual the Board cannot take further action.

Article II - Management of the Society

Section 1 - Officers
The elected officers of the Board shall be a President, Vice President, Secretary, Treasurer and Chapter Presidents. The Board shall also include the Immediate Past President who shall serve as an Ex-Officio advisor for one year following his/her term. The Board may also appoint Ex-Officio Board Members for the purpose of providing needed expertise to the Board. Ex-Officio Board Members are non-voting members appointed by a decision of the Board. No salary shall be paid to officers or advisors. Officers shall hold office for a period of three years. Outgoing officers shall hold office until the end of the calendar year in which the election was held. Incoming officers shall begin holding office starting the January 1 following elections. At no time may the voting members of the Board be larger than fifteen members. At such time that the number of Chapter Presidents on the Board reaches eleven, the Board shall create a regional structure for the purpose of electing Chapter representatives to the Board.

Section 2 - Election of Officers
The President, Vice President, Secretary and Treasurer of the Society shall be elected by the general membership from a list of candidates forwarded by the Awards and Election Committee. Additional candidates may be nominated by any member of the Society, provided that such nominations reach the Chairperson of the Awards and Election Committee at least thirty days prior to the election. All Professional and Lifetime Members of the Society shall be eligible for election to any office. The Awards and Election Committee shall strive to ensure that there is equal representation between local, state and federal agencies and other membership groups. Terms of officers in each Chapter shall be determined by the general membership of that Chapter.

Section 3 - Executive Committee Members
The Board shall direct its day-to-day responsibilities and activities through an Executive Committee composed of the President, Vice President, Secretary, Treasurer and one Chapter President elected annually by the Chapter Presidents. The President shall serve as Chairperson of the Executive Committee. The Chapter President shall serve as the liaison between Chapter Presidents and the Executive Committee.

Section 4 - Elections
All officers shall be elected by the voting membership every three years.

Section 5 - Vacancies
Any vacancy occurring in the Executive Committee, except for the Chapter President position shall be filled by Presidential appointment from a list of candidates submitted by the Board. Should the position of President be vacant, said office shall be filled by a majority vote of the Executive Committee from a list of candidates submitted by the Board. Should the Chapter President position be vacant, the Chapter Presidents shall elect a replacement from the Chapter Presidents currently holding office. The term of an appointee shall coincide with the remaining term of the previous officeholder.

Section 6 - Expenses of the Board of Directors
The members of the Board may be reimbursed from the funds of the Society for their traveling expenses for the purpose of attending meetings.

Article III - Powers and Duties of Society Officers

Section 1 - The President
The President shall preside at all the meetings of the Society and shall represent all the interests of the Society. The President shall provide direction to paid staff. The President may serve as a committee liaison.

Section 2 - The Vice President
The Vice President serves in the absence of the President, is chair of the Scholarship Committee, a member of the Finance and Budget Committee, and may serve as a committee liaison.

Section 3 - The Secretary
The Secretary shall be responsible for correspondence, preparation of the minutes of Society meetings, and maintaining all records of the Society. The Secretary has the authority and responsibility to review and approve membership applications submitted under Article I, Sections I and II, subject to the review of the Executive Committee upon request. The Secretary may serve as a committee liaison.

Section 4 - The Treasurer
The Treasurer, under the direction of the Board, shall collect and disburse all funds of the Society except those for which other provision shall have been made in the bylaws or through a vote of the Executive Committee. All funds, securities and other investments of the Society shall be deposited in the name of the Society in the custody of a bank or trust company designated by the officers. The Treasurer shall keep records of all receipts and disbursements and other financial transactions and of the funds, securities and other investments of the Society. At least annually, the Treasurer shall submit for Board review and approval a listing of payments, disbursements and transfers of funds. The Treasurer shall submit an official annual report to the Board. An annual report shall be published in the last newsletter of the year. The annual report shall be made available to members upon request and at the member’s own expense. The Treasurer is a member of the Finance and Budget Committee and may serve as a committee liaison.

Section 5 - The Immediate Past President
The Immediate Past President shall provide continuity for the Society by serving for one year as an Ex-Officio Advisor.

Section 6 - Execution of Instruments
Agreements, conveyances, transfers, obligations, certificates and other instruments and documents may be executed and delivered, or accepted on behalf of, the Society by the President or his/her representative, provided, however, that all expenditures involving moneys or obligations of $500 or more must first be submitted to the Executive Committee for approval.

Article IV - Board of Directors Meetings

Section 1 - Meetings
The Board shall meet at least once a year but may meet more often as determined by the Executive Committee. Notice of Board meetings shall be given by the Secretary to all Board members by appropriate medium at least 30 days prior to the meeting.

Section 2 - Decisions
A simple majority of the voting members of the Board shall comprise a quorum. A Chapter President unable to attend a meeting may appoint another officer of that Chapter to represent the Chapters interests. That representative shall have full voting rights for that meeting. No proxy votes are allowed. Decisions of the Board shall be determined by a simple majority vote of those members comprising the quorum.

Article V - Committees

Section 1 - Committees
The President shall appoint standing committees with the concurrence of the Executive Committee and may appoint special committees as may from time to time be deemed necessary. All such committees shall be advisory in character and shall report to and act under the direction of the President. Each committee, with the exception of the Scholarship and Finance and Budget committees, shall be assigned a Board liaison. Each committee shall communicate with the Board via the liaison assigned to that committee. Each Chapter President and Ex-Officio Advisor shall serve as a Board liaison to a committee(s) for at least one of every three years during their tenure on the Board. The Society may reimburse the members of such committees for the traveling expenses incurred when attending regular meetings of their committees authorized by the Executive Committee.

Section 2 - Duties
The duties of each standing committee and of each special committee shall be determined by the Board. Each standing and special committee, unless specified otherwise in its committee charter, shall elect a chairperson. The Chairperson shall report committee activities, in writing, to the Board annually via its liaison.

Section 3 - Board Liaisons
Each standing and special committee shall include a member of the Board who shall serve as a non-voting member of the committee and be the designated liaison to the Board. Liaisons shall report regularly to the Board on committee activities, present the committee’s annual report at the Board meeting, and serve as the conduit for information and direction from the Executive Committee and the Board to the committee and its members.

Article VI - Finances

Section 1 - Fiscal Year
The fiscal year of the Society shall coincide with the calendar year.

Section 2 - Annual Dues
Dues shall be remitted to the Secretary or his/her designee at a one year interval. To retain membership in the Society, all members must pay dues as determined by the Board. Dues shall be set by the Board and apportioned between the National Office and the Chapters in a proportion determined by the Board.

Section 3 - Arrears
Members whose dues have not been paid after their anniversary date shall be deemed in arrears, and they shall not be entitled to the rights and privileges of Society membership, including the receipt of Society publications, until such dues have been paid. Members whose dues have not been paid for one hundred and twenty days after their anniversary date shall be suspended from membership in the Society. A member who has been suspended for nonpayment of dues may reapply for membership by writing the Secretary. Such members, when reinstated, shall resume their former status as of the current date.

Section 4 - Bequests
The President may accept gifts and bequests on behalf of the Society, provided that such donations do not carry any implication of any special consideration toward any outside interest group regarding river management policy. These gifts and bequests are subject to final approval by the Executive Committee.

Article VII - Publications

Consistent with the stated purposes of the Society, arrangements for the publication and distribution of media, including, but not limited to, a river digest, newsletter, and/or journal shall be provided to all members. The Society may also arrange for publication of scholarly and other papers such as symposium proceedings, memoirs, special volumes, or other media for the transmittal of information about river management. Each Chapter shall appoint an individual to assist with the work of producing publications through such tasks as critical reviewing.

Article VIII - Chapters

Section 1 - Chapters
Members may, with the approval of the Executive Committee, organize as Chapters of the Society. Each Chapter shall be known as “The _________ Chapter” of the Society. All members residing within the geographical limits of a Chapter shall automatically be members of that Chapter. Additionally, Chapters may incorporate as their own nonprofit association with approval of the Board. For instance, Canada is incorporated as its own nonprofit corporation for fund raising and tax purposes.

Section 2 - Chapter Bylaws
Each Chapter shall adopt its own bylaws consistent with the constitution and bylaws of the Society.

Section 3 - Chapter Meetings
Each Chapter may organize meetings as a part of, and in association with, Society meetings and at other times as determined by its officers.

Section 4 - Finances
Each Chapter may make its own arrangements for the raising of the necessary funds for the proper conduct of its operations, so long as such fund raising actions do not imply any special consideration to an outside interest group. This shall be approved by the Executive Committee. The President of each Chapter, or his/her representative, shall give an annual written report to the Board. The report shall briefly describe the activities of the Chapter during the previous year and include a summary of the financial status of the Chapter. The chapter accounting form shall be submitted by each chapter treasurer to the RMS Treasurer at the end of each calendar year.

Article IX - Amendment of Bylaws

The bylaws must be ratified by the Board. Amendments may be made to the bylaws by a majority of the Board. Such amendments must be consistent with the constitution of the Society.