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Section 1. The name of this Corporation is the HUDSON MOHAWK PROFESSIONAL GEOLOGISTS ASSOCIATION.

Section 2. The purpose of this corporation is to reach out to area geologists, hold regularly scheduled meetings, disseminate geologic knowledge and exchange information concerning the professional practice of geology. This corporation is affiliated with the American Institute of Professional Geologists (AIPG). This affiliation with AIPG will facilitate the exchange of information regarding professional activities on a state, regional and national level; and will promote the professional development of the members of the Hudson Mohawk Professional Geologists Association.

Section 1. The Corporation shall consist of the following classes of membership

(a) MEMBER - Any person who by education and/or experience is qualified to advance the objectives of the Corporation shall be eligible for full membership. Such a person must be a graduate of an institution of collegiate standing, in which institution the major work has been done in geology or in geological sciences. In the case of a person who has not had this training but whose standing in the profession is well recognized, admission to full membership may be granted by unanimous approval of the Board of Directors.

(b) ASSOCIATE MEMBER - Any other person who is interested in the science of geology, and in the advancement of the objectives of the Corporation, and who is not eligible to be a Member, as above defined, shall be eligible to be an Associate Member. After two years' participation in the affairs of the Corporation an Associate Member may, upon application and approval of the Board of Directors or by direct action of the Board of Directors, be elevated to a Member.

(c)STUDENT MEMBER - Any full-time graduate or under-graduate college student who is studying geology shall be eligible to be a Student Member. Upon termination of full-time college work, such student membership shall cease, and application for membership as set forth herein may be made.

(d) CORPORATE MEMBER - Any corporation or organization whose activities and/or interests concern the science of geology and the advancement of the objectives of the Corporation. Corporate Membership - Admission to and continuation of membership shall be contingent upon (1) a professional interest in the science of geology. and (2) payment of dues. Rights and Privileges of Corporate Members (1) One (1) designated representative of a corporate member (not already holding an Individual Membership) shall be entitled to one vote on each matter submitted to membership vote. (2) Election to office shall be the privilege of the person designated as Corporate Representative. (3) Each Corporate Member shall have the option of designating a portion of their membership dues to help defray the expenses associated with the monthly meeting. (4) Annual dues for a Corporate Member shall be one-hundred dollars ($100) per year. (e) Only Members shall be eligible to vote. Associate Members and Student Members shall enjoy all privileges of the Corporation, except that they shall not hold office, endorse applications for membership, or vote.

Section 2. The Board of Directors from time to time shall establish the amount of dues or donation required to attain and maintain membership in the various classifications. A statement shall be mailed to each member on or before September 1 of each year for the amount of the annual dues. These dues are payable on or before October 1 of each year. Any member who shall fail to pay dues within ninety (90) days after dues become payable (or by December 31) of the year in which the statement for dues is rendered, shall be considered in arrears and will receive no further notice of meetings and shall be ineligible to vote until such arrears are paid. Such a member, in the event arrears and dues are not paid in full by one year from the December 31 aforementioned, shall be eliminated from membership in the Corporation, unless the member shall apply in writing for an extension of time for payment. This extension may be granted by unanimous vote of the Board of Directors, providing the circumstances are sufficiently extenuating. Any person who joins the Association as a new member and pays annual dues on or after April 1 shall be considered paid in full for the following fiscal year beginning July 1.

Section 3. Each candidate for admission to the Association in any of the three classes of membership shall submit to the Treasurer a formal application in the form prescribed by the Board of Directors stating his qualifications and endorsed by two members of the society who are in good standing. The Treasurer shall consider this application and pass it to the Board of Directors together with his recommendation. A three-fourths (3/4) vote of approval by the entire Board shall be required for admission. After the vote, the Board of Directors will instruct the Secretary to notify the applicant of its approval or disapproval.

Section 4. Any member not in arrears in payment of dues or other moneys due the corporation may terminate his connection with the Corporation in good standing by sending his resignation in writing to the Secretary.

Section 5. The Board of Directors may at any meeting by a three-fourths (3/4) vote of the entire Board, terminate or suspend membership of any person when they deem such action to be for the best interest of the Corporation.

Section 6. Any member who has not paid his or her dues within ninety (90) days from the due date or by December 31 of that year shall be declared in arrears, and so notified. In the event the dues has not been paid by the last day of February following such notification, the member shall be dropped from the rolls. Any member so dropped may be readmitted upon application.

Section 1. The Corporation shall conduct monthly membership meetings except during the months of June, July, and August. The annual meeting of the Corporation shall be held during the month of May for the election of officers and directors as hereinafter provided. All meetings shall be held at such time and place as the Board of Directors shall determine.

Section 2. Special meetings of the Corporation may be called by the President or Board of Directors at any time.

Section 3. Regular or special meetings may be held jointly with other societies or associations at the discretion of the Board of Directors when such meetings will further the objects of the Corporation. Field conferences may be held when possible in lieu of regular meetings, or as special meetings. Authority shall be vested in the Board of Directors to suspend the meetings when found to be necessary.

Section 4. At any annual or special meetings of the Corporation, fifteen (15) voting members actually present or of proxy, shall constitute a quorum. No Member shall be entitled to vote at any meeting unless his dues are paid for the current year as herein provided, at least three (3) days before the meeting.

Section 5. Absent Members in good standing may vote by proxy duly filed with the Secretary not less than twenty-four (24) hours before the meeting.

Section 6. No business may be transacted at any special meeting of the Corporation unless notice of the same is contained in the call of the meeting.

Section 1. Business, property and affairs of the Corporation shall be managed and controlled by a Board of Directors composed of eleven (11) persons. One (1) director shall be the immediate past President of the Corporation. Four (4) of the directors shall be the four duly elected officers of the Corporation (President, Vice President, Treasurer, Secretary), each to serve for a one year term or until their successors are duly elected and qualified. Six (6) directors shall be elected at large, each to serve for a two year term or until their successors are duly elected and qualified. The six directors will evenly represent the seven areas of professional geologists represented by the membership. They are academics, industry, USGS, NYSDEC, NYSDOT, NYS Geologic Survey, and consultants.

Section 2. The Board of Directors shall hold an annual meeting during each calendar year immediately before the annual membership meeting, and shall hold other regular meetings at such time and place as they may determine, or at the call of the President. Special meetings of the Board of Directors may be called by three (3) of the directors. A notice of meetings shall be required only for a special meeting, in which case five (5) days notice shall be given to each director, either personally, by mail or by wire.

Section 3. The Board of Directors may appoint new members to fill vacancies in their own body to serve until the next annual meeting of the members or until the next special meeting of the members called for such purpose.

Section 4, (a) The Board of Directors may by resolution adopted at any regular or special meeting of the Board establish such standing or temporary committees as the Board shall determine from time to time and shall appoint the members to serve thereon. The Board of Directors shall have the power to delegate from time to time such duties and powers as they may deem necessary to the Chairman, or to a Vice-Chairman or any one or more members of the Board in order that the affairs of the Corporation may be transacted with promptness and dispatch. (b) The following committees shall be established:

(1) Nominations Committee - For the purpose of electing officers and directors at the annual meeting, the Board of Directors shall appoint a nominating committee by November 1 of each year. It shall consist of three (3) members, including the Chairman and if possible one member of the preceding nominating committee. Its duty shall be to select nominees for each office and to each directorship, subject to the approval of the Board of Directors. The committee shall report its selections to the Corporation at the March meeting. Additional nominations may be submitted to the Secretary by a written petition bearing the signatures of five (5) members of the corporation. Nominations will close at the April meeting, by motion or by adjournment. If no additional nominations are submitted, the Secretary at the May meeting will cast a unanimous ballot in favor of the selections of the nominating committee. If additional nominations are received, printed ballots will be mailed to the membership by the Secretary within ten (10) days following the April meeting. The election will close at the convening of the May meeting, at which meeting the results of the election shall be reported. A majority vote shall be required for election. The newly elected officers shall assume their duties June 1.

(2) Program Committee - The program committee shall have as its Chairman a member appointed by the Board of Directors who shall select his own committee members with the approval of the Board of Directors. The duties of this committee will be to plan, organize, and carry out by and with approval of the Board of Directors all meetings of the Corporation, including field trips. The program committee shall also submit to the Corporation not later than September 1 of each year, a tentative program for the ensuing year.

(3) Membership Committee - The membership committee shall have as its Chairman a member appointed by the Board of Directors who shall select his own committee members with the approval of the Board of Directors.The duties of this committee shall be to promote membership in the Corporation, to assist the Treasurer in contacting members who are in arrears in their dues, and to promote fellowship by notifying new members of their acceptance in the Association and inviting them to meetings.

(4) Communications Committee -- The Communications committee shall have as its Chairman a member appointed by the Board of Directors who shall select his or her own committee with the approval of the Board of Directors. The duties of this committee shall be to disseminate understandable and accurate information about geology to high school or grade school students, to develop a better understanding and appreciation of the role of geology in the everyday life of the Hudson/Mohawk area, and to increase public understanding and appreciation of geologists as trained professionals comparable to members of the other professions. This committee shall also arrange for all publications authorized by the Board of Directors.

Section 5. At all meetings of the Board of Directors, six (6) Directors in good standing shall constitute a quorum. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the directors and filed with the Secretary of the Corporation.

Section 1. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer, who shall be elected annually at the annual meeting of the membership, and such assistant secretaries and assistant treasurers and other officers as the Board of Directors may determine from time to time. All officers shall be elected annually at or by the annual meeting of the Corporation, as herein provided, and shall serve for a term of one (1) year or until their successors are duly elected and qualified. Any vacancy in any of the offices shall be filled by the Board of Directors.

Section 2. The President shall preside at all meetings of the Board of Directors and of the membership; he/she shall have the general and active management of the business of the Corporation during the recess of the Board of Directors; he/she shall see that all orders and resolutions of the Board of Directors are carried out and shall have the general superintendence and direction of all officers of this Corporation; he/she shall submit a report of the operations of the Corporation for each fiscal year to the Board of Directors and members at their annual meeting; and he/she shall be an ex-officio member of all standing committees.

Section 3. The Vice-President shall be vested with all of the powers and shall perform all of the duties of the President should that office become vacant, or in the President's absence, and shall have such other duties as may from time to time be determined by the Board of Directors.

Section 4. The Secretary shall prepare and keep proper books and records pertaining to his office and shall give notice of all meetings of the Board of Directors and/or of the members. He/she shall keep minutes of all meetings, shall fix the corporate seal to all documents when so required. notify each applicant of the Board's decision on his application for membership, and perform such other duties as may be assigned to him by the Board of Directors.

Section 5. The Treasurer shall receive all moneys belonging to the Corporation and shall deposit the same to the credit of the Corporation in such banks as may be designated by the Board of Directors to be paid out only by checks signed in such manner as may be determined by the board. He/she shall make a complete and accurate report of the finances of the Corporation at each annual meeting of the members and/or directors or at any other time upon request. The books of the Treasurer shall at all times be open to the members of the board; the Treasurer shall also be in charge of membership files and mailing lists. The Treasurer shall furnish no bond unless the Board of Directors otherwise directs.

Section 1. This Corporation may be dissolved by a vote of the majority of all of the members of the Board of Directors at a meeting duly called and held for that purpose. In the event of the dissolution of this organization, any assets remaining after the payment of all debts, expenses and charges shall be distributed by the Board of Directors in furtherance of the purposes of this organization to such one or more exempt charitable or educational organizations and none of the assets of the Corporation shall be paid to or inure to benefit of any member thereof.

Section 1. The Corporation shall indemnify every present and former director or officer, his heirs, executors and administrators against expenses and liabilities reasonably incurred by him in connection with any action. suit or proceeding to which he/she may be made a party by reason of his being or having been a director or officer of this Corporation or of any other corporation or organization, in which capacity he/she was serving at the request of the Corporation, except in relation to matters as to which he/she shall be finally adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct; in the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement, as to which the organization is advised by the counsel that the person to be indemnified did not commit such a breach of duty. The foregoing right of indemnification shall not be exclusive of any other right to which any such officer or director may be entitled.

Section 1. The fiscal year of the Corporation shall be July 1 to June 30 of each year.

Section 1. These by-laws may be altered, amended or repealed by a vote of the majority of the members of the Board of Directors present, a quorum for such purposes being a majority of the whole Board, at any annual or special meeting; provided, however, that written notice of said meeting and a copy of the proposed amendment shall be sent to the members on the Board at least twenty (20) days in advance of the meetings.

Section 1. The Board of Directors or other body shall present annually to members a report, verified by the President and Treasurer or by a majority of the directors or members of such other body (the report need not be certified by a certified public accountant), showing in appropriate detail the following:(1) the assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year immediately preceding the date of the report; (2) the principal changes in assets and liabilities including trust funds, during the year immediately preceding the date of the report; (3) the revenue or receipts of the Corporation, both unrestricted and restricted to particular purposed, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation; (4) the expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation; (5) the number of members of the Corporation as of the date of the report, together with a statement of increase or decrease in such number during the year immediately preceding the date of the report, and a statement of the place where the names and addresses of the current members may be found. The annual report of the Board of Directors or other body shall be filed with the minutes of the meetings of members.

Section 2. Inasmuch as the Board of Directors of the Corporation are or may be persons of large, diversified business interests, and are likely to be connected with other corporations with which from time to time the Corporation may have business dealings, no contract or other transaction between the Corporation and any other corporation or organization shall be affected by the fact that the directors of this Corporation are interested in, or are directors, officers or directors of such other corporations or organizations, provided such directors disclose such interest to the Board of Directors.

Section 3. Roberts Rules of Order shall govern in all questions not covered by the Constitution and By-Laws.

Section 1. The corporate seal of the Corporation shall be a circular seal in the form impressed heron.