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Article 1 - Name and Purpose
Article 2 - Membership
Article 3 - Officers
Article 4 - Executive Board
Article 5 - Election of Officers
Article 6 - Quorum
Article 7 - Meetings
Article 8 - Parliamentary Authority
Article 9 - Amendments

Article 1 - Name and Purpose

1.1 Name:
This organization shall be known as the Minnesota Geotechnical Society.
1.2 Purposes:
The purposes of the Minnesota Geotechnical Society are to provide a forum for geotechnical knowledge, to encourage communication with other technical disciplines, and to serve as a body of opinion on geotechnical affairs.

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Article 2 - Membership

2.1 Qualification for membership:
Membership in the society shall be open to all persons having a sincere interest in the purposes stated above.
2.2 Membership:
Membership in the society may be drawn from, but will not be limited to, persons engaged in activities related to civil engineering, engineering geology, soil science, and land conservation and planning.
2.3 Member:
Any person interested in the purposes of the Minnesota Geotechnical Society, who is willing to uphold its policies and subscribe to its constitution and by-laws, may become a member upon payment of dues, as hereinafter provided. Any person whose dues are more than six months in arrears may be dropped from membership by the membership committee.
2.3.1 The privilege of holding office, introducing motions, debating, and voting shall be limited to members of the society whose dues are paid.
2.4 Enrollment:
An annual enrollment of members shall be conducted. Additional members shall be accepted at any time.
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Article 3 - Officers

3.1 Officers:
The officers of the society shall be the President, Vice President, Secretary, Treasurer, Program Chair, ASCE Liason, and Regional Representatives. These officers shall be duly constituted members of the society. The officers shall either work or reside in the State of Minnesota. Their term of office shall be one year.
3.1.1 The President shall have the responsibility of presiding at all meetings, of adhering to the constitution and by-laws, of representing the society in its affairs, of appointing special committees, and of providing the leadership and authority required to maintain an active and vital society.
3.1.2 The Vice President shall act as president in the event of the president's absence, shall act as parliamentarian at all meetings of the society, represent MGS at the Minnesota Geotechnical Conference planning committee meetings, and shall serve as the chairman of all special committees.
3.1.3 The Secretary shall compose and distribute notices of all meetings and society affairs and will provide certificates of attendance to the membership following each scheduled event. The Secretary shall be the recorder at all planning meeting and will distribute minutes of the meeting to the officers in a timely manner. The Secretary shall maintain a chronological record of all meetings of the society acting as the organizations historian. The Secretary shall assist the Vice President as required.
3.1.4 The Treasurer shall handle all finances of the society, shall at all times maintain a complete financial record, shall collect dues and disburse funds. The Treasurer shall present a financial report at the annual meeting.
3.1.5 The Program Chair shall organize the meetings, which includes coordinating with an agreed upon speaker, coordinating with the agreed upon meeting place for dinner selections and social functions. The Program Chair is also responsible for arranging a social hour sponsor, and securing all necessary equipment for the speaker’s presentation.
3.1.6 The Regional Representative shall organize the meetings, which includes coordinating with an agreed upon speaker, coordinating with the agreed upon meeting place for dinner selections and social functions. The Regional Representative is also responsible for arranging a social hour sponsor, and securing all necessary equipment for the speaker’s presentation. The Representative will announce speakers at each meeting and may organize committees to help with the duties. The Regional Representative has the full support of the board and may utilize the Program Chair, Secretary and Treasurer as necessary for publicizing meetings. The Regional Representative is responsible for getting membership dues and meeting fees to the Treasurer for deposit into the MGS account. All funds generated in the region will be accounted for accordingly. The Region will abide by all other articles in the constitution.
3.1.7 The ASCE Liason shall function as the Chair for the Geotechnical Committee of the Minnesota Section of ASCE and shall represent MGS in matters pertaining to ASCE. The ASCE Liason shall coordinate with ASCE and the University of Minnesota in planning the MGS/ASCE joint meeting to be held in conjunction with the University of Minnesota Annual Geotechnical Engineering Conference.
3.2 Duties:
All officers shall perform the duties prescribed in the parliamentary authority in addition to those outlined in this constitution and by-laws, and those assigned from time to time. They shall deliver to their successors all official material of the society within ten days following the annual meeting.
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Article 4 - Executive Board

4.1 Composition and actions:
The executive board shall be composed of the current officers and the immediate past president of the society. Agreement of a majority of the executive board members is necessary for executive board actions.
4.2 Duties:
4.2.1 The executive board shall act as the membership committee. The membership committee has the right to review membership applications at the time of application request.
4.2.2 The executive board shall approve all programs, meeting places and meeting times.
4.2.3 The executive board, or a nominating committee appointed by the executive board, shall prepare a list of candidates for elections.
4.2.4 The executive board, or special committee will meet at lest 2 months prior to the start of the meeting season to plan topics, speakers, short courses and meeting locations. A review of the proposed program will be conducted and voted on by the executive board if a special committee is utilized.
4.3 Funds control:
The executive board shall control all funds and property of the society. They may appoint an auditing committee to examine and verify the accounts prior to presentation of the Treasurer's report at the annual meeting. Costs in excess of $2,500.00 shall need 2/3 approval by the members present at a scheduled meeting.
4.4 Vacancy replacement:
Should a vacancy occur in the executive board, a member may be appointed to fill the vacancy by the executive board for the balance of the term. This appointment shall be subject to ratification by the members at the next scheduled meeting.
4.5 Term:
The members of the executive board shall serve a period of one year commencing after the last meeting of the previous year or until their successors are installed.
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Article 5 - Election of Officers

It is the intent of this constitution that continuity of officers is desirable. Candidates for office shall be selected so as to provide a reasonable succession whenever possible.
5.1 Nomination procedures:
5.1.1 At least ten days prior to the date set for the annual meeting, the Secretary shall send to each member the names and qualifications of those nominated for each office of the society.
5.1.2 At the time of the notice described above, the Secretary shall call attention to the following clause: "Further nominations may be made over the signatures of three members of the society, with the acceptance in writing of the nominee. Such nominations must be in the hands of the Secretary at least three days before the annual meeting."
5.2 Election:
Officers shall be elected at the annual meeting.
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Article 6 - Quorum

6.1 Quorum:
Twenty members present shall constitute a quorum for transaction of business at any official meeting of the society.
6.2 Power of members:
A two-thirds majority of a quorum shall make all decisions of the society not specifically delegated to the executive board. Among other decisions, these shall include allocation of single expenditures in excess of the amount listed in Section 4.3, recording an opinion of the society, dismissal of officers, and amendments to the constitution and by-laws.
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Article 7 - Meetings

7.1 Official meeting definition:
An official meeting shall be one approved by the executive board and one for which written notification of the meeting has been mailed to all members seven full calendar days prior to the time of the meeting.
7.2 Annual Meeting:
The official meeting held in May of each year shall be designated as the annual meeting for the purposes of election of officers and presentation of required annual reports.
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Article 8 - Parliamentary Authority

Robert's Rules of Order Revised shall govern this society in all cases to which they are applicable and in which they are not inconsistent with this constitution and its by-laws.

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Article 9 - Amendments

9.1 Procedures:
This constitution may be amended only by the following procedures:
9.1.1 Amendment(s) to this constitution and its by-laws may be proposed by the board, a committee appointed by the executive board, or a petition signed by ten members. The proposed amendment(s) shall be distributed to the membership in writing and will also be available on the official website no less than 30 days prior to vote.
9.1.2 The proposed amendment(s) shall be announced with the notification of the official meeting prior to the meeting at which action on the amendment is to be taken.
9.1.3 The proposers of an amendment shall submit the proposed amendment, in writing, no less than 45 days prior to vote, to the executive board. The proposers of an amendment(s) shall make a presentation at an official meeting. The amendment will then be voted on at the subsequent official meeting.
9.1.4 A two-thirds majority of a quorum shall be necessary to amend this constitution or its by-laws.
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