CONSTITUTION AND BYLAWS OF
THE SOCIETY FOR ORGANIC PETROLOGY

Adopted at the organizational meeting March 10, 1984
Incorporating revisions approved through August, 2007

CONSTITUTION

Article I: Name

The name of this organization is The Society for Organic Petrology.

Article II: Purpose

To consolidate and foster the organizational activities of scientists and engineers involved with coal petrology, kerogen petrology, organic geochemistry and related disciplines through the creation and perpetuation of a formal organization for organic petrology.

Article III: Objectives

1. To stimulate interest and promote research in organic petrology among members, and among scientific disciplines.
2. To provide a forum, disseminate information, and provide educational opportunities in organic petrology.
3. To work for acceptable classifications of all types of sedimentary organic matter.
4. To promote state-of-the-art technologies in organic petrology.
5. To enhance professional and scientific interactions among all scientists and engineers.
6. To inspire the highest standard of professional ethics of its members.

Article IV: Membership

1. The membership of the Society shall consist of persons, corporations and organizations concerned with the promotion of the Society's objectives.
2. Membership classifications, qualifications and duties and privileges shall be established in the Bylaws of the Society.

Article V: Government

The government of this Society shall be vested in a Council. Membership on the Council and the election process, terms of office, and specific duties and responsibilities of Council members, as well as other matters relevant to the Council, shall be as provided in the Bylaws of this Society. Any responsibility and authority of government of this Society not otherwise specified in these governing documents shall be reserved to the Council.

Article VI: Bylaws

The Bylaws as appended hereto are hereby adopted and may be amended, enlarged or reduced as provided in the Bylaws.

Article VII: Amendments

This constitution can be amended by a two-thirds (2/3) majority vote of respondents by mail ballot. Amendment proposals can be made by the Council or by a petition signed by ten percent of the Members of the Society. Proposed amendments must be ratified by the Council before submission to a vote by the Members.

BYLAWS

Article I: Membership Classes and Eligibility

1. Members shall be classified as follows:
• A. Member - a person whose professional activities or interests are in keeping with the objectives of the Society.
• B. Honorary Member - a person distinguished in a scientific discipline of significance to the Society.
• C. Institutional Members - Institutional Members shall be those firms, institutions of higher learning, or other organizations interested in fostering the science of organic petrology. Institutional Members shall have the right to appoint a person as their designated representative. Such a person does not have to be a Member. Institutional Members shall enjoy all the privileges of the Society except that they, or their representatives, shall not hold office or vote. Notwithstanding any of the above limitations, a designated representative of an Institutional Member, who is also an individual Member, may so continue to exercise his/her membership rights and privileges on his/her own behalf.

Article II: Procedures for Election to Membership

1. A person desiring membership in TSOP must petition Council on an approved membership application. The applicant must be informed of Council's acceptance or rejection as soon as practicable.
2. Honorary Members are elected for life by a majority vote of the Council after being nominated by a committee.

Article III: Dues

1. Annual dues shall be determined by the Council and shall be assessed on a calendar year basis.
2. Annual dues are waived for Honorary Members.
3. Institutional Members shall pay an annual membership cost to be determined by Council.
4. Annual dues are payable in advance on or before the first day of each calendar year. Notice of dues will be sent with the newsletter in the third quarter of each calendar year. A Member who fails to remit by January 1 should be considered in arrears until he/she remits, and any member still in arrears on April 1 will be dropped from membership. Members may be reinstated upon payment of current dues and no membership application will be required provided such reinstatement occurs within one (1) year.
5. Any Member in arrears as defined in Section 4 above shall not receive any Society publications.
6. All dues are payable in United States or Canadian currency.

Article IV: Duties and Privileges of Members

1. Members in good standing, defined as a Member not in arrears as defined in Article III, Section 4 of the Bylaws, shall have the privilege of holding office, voting, serving on Society Committees, and transacting the business of the Society.
2. Honorary Members shall have all the privileges of membership.
3. Institutional Members in good standing shall receive all publications of the Society.

Article V: Council

1. Council shall be composed of:
1. President
2. Vice-President
3. Secretary
4. Treasurer
5. Two (2) Councilors
6. Editor
2. The Council shall have ultimate executive control and management of affairs and funds of this Society. Duties include planning for an annual meeting, elections, determination of applicant qualifications and membership, administering funds for the benefit of the Society, and any other duties required to accomplish the objectives of the Society.
3. The Council shall meet at the annual meeting and at the call of the president. Robert's Rules of Order shall apply at all Council meetings and a simple majority of Council Members shall constitute a quorum. No proxy votes or alternates are allowed. Council members may act on Society matters by mail, telephone, or electronic communication (e.g. E-mail, or World Wide Web site) if needed.

Article VI: Officers

1. The officers of this society shall be as follows: president, vice-president, secretary, treasurer, two councilors and an editor. Terms of office shall begin at the close of the annual business meeting.
2. The president shall be the chief executive officer of the Society and shall preside over all meetings of the Society and Council.
3. The vice-president shall perform such duties as may be assigned by the president, act in the office of president if the president is absent or unable to serve, and assume the office of president in the event of a vacancy for any cause. Following the procedure specified in Article VII (1), the vice-president would normally be appointed as president for the succeeding term.
4. The secretary shall be responsible for recording the actions of the Council. In the absence of both the president and vice-president, the duties of presiding officer shall be performed by the secretary.
5. The treasurer shall supervise the receipt of all funds and, under the direction of the Council, be responsible for all disbursements of funds of the Society.
6. The councilors shall perform specific duties as directed by the Council.
7. The editor shall be responsible for all publications.
8. The president, vice-president, secretary, treasurer and councilors shall each serve two year terms. The terms of the secretary and treasurer may be extended by the president with the approval of Council for one or more additional terms up to a maximum total term of six years. One (1) councilor shall be elected each year. None of the councilors shall be eligible for an immediate second term in the same office.
9. The editor shall be elected to serve a one-year term and may be re-elected for successive one year terms.
10. The Council shall select one individual to fill any interim vacancy occurring in the offices of secretary, treasurer, councilor, or editor. An individual to fill a vacancy occurring in the office of vice-president shall be elected by ballot of the membership through a special election called by the Council. The ballot will be received and submitted by post, email, or another designated method approved by Council, based on the preference of the Member. That ballot shall contain the names of two qualified Members nominated by the Council.

Article VII: Election of Officers

1. The president shall appoint a nominating committee of not less than three (3) Members, one (1) of whom shall be designated as Chairman and none of whom shall be members of the Council. The Members should be selected from the Society and should be representative of the disciplines included in the membership. Except as permitted in Article VII (2), the president shall instruct the committee to submit the names of at least two (2) qualified nominees for each of the offices of vice-president, secretary, treasurer, and councilor that will fall vacant during the current year.
2. Subject to Council resolution and with the agreement of the incumbent, Council may direct the nominating committee to put the vice-president forward as the sole candidate for the position of president in the year that it is required. With the agreement of the incumbent and subject to Article VI (8) and (9), Council may also direct the nominating committee to put the secretary, treasurer, or editor forward as the sole candidate for re-election to the same position in the year that such election is required. Election of officers for each year shall be completed six (6) weeks prior to the annual meeting.
3. The president shall appoint a Ballot Committee of not less than three (3) Members, one (1) of whom shall be designated as Chairman. The Ballot Committee shall be responsible for the preparation, distribution, receipt and counting of all ballots requiring a vote by Members. In the case of election of officers, a ballot and a biography of each nominee shall be sent to voting Members. Members who choose to vote electronically will receive and submit their ballot by email, or another designated method approved by Council. Members who choose to receive paper ballots will receive them and submit them by post. All ballots shall be returned to the Ballot Committee Chairman and shall be counted by the Ballot Committee within seven (7) days following the designated closing date. Results of balloting shall be promptly reported by the Ballot Committee Chairman to the president who will in turn report ballot results to Council and the candidates.
4. A plurality of the votes received for any office shall constitute election. In the event of a tie, a vote of the Council shall prevail.
5. Nominees for all elective offices shall be Members in good standing or Honorary Members. Nominees for the position of President should be Members who have previously served or are currently serving on Council.

Article VIII: Business Procedures

1. The Council shall appoint committees, arrange TSOP representation with other groups, production of journals, special publications, short courses, and symposia and conduct day-to-day business. The affairs of the Society shall be managed by its elected Council who must be Members in good standing.
2. The Council is responsible for the annual budget, which shall be based on the calendar year.
3. The Council shall cause an audit of the Society's financial records to be performed at the conclusion of a treasurer's term of office and prior to installation of a newly elected treasurer.
4. In the event of the dissolution of the Society, the assets remaining after discharge of all liabilities, shall go for charitable, scientific or educational purposes in strict compliance with exemption provided under Section 501(c)6 of the Internal Revenue Code of 1954. Under these circumstances, no Member of the Society shall have any right of interest in the assets of the Society.

Article IX: Publications

1. The Council is authorized to provide for publications in keeping with the objectives of the Society.

Article X: Awards

1. The Council shall have the responsibility for establishing an awards committee, approve the recipients of awards, and accord them appropriate recognition.

Article XI: Committees and Representatives

1. The Council shall have the authority to establish, direct and dissolve standing committees of the Society.
2. The appointment of Chairmen shall be at the direction of the president and approved by Council.
3. Ad hoc committees may be appointed by the president upon approval of the Council to consider specific questions, or conduct specific studies.
4. Committee chairmen and the representatives shall submit an annual written report to the Council.

Article XII: Annual Meeting

1. One meeting of the Society each year shall be designated as the Annual Meeting. The Council shall designate the time and place of the meeting.
2. At the Annual Meeting there shall be a business meeting, at which time Council may present to the Members present items of business for information, recommendation, discussion or vote.

Article XIII: Professional Ethics

1. Members of the Society are expected to maintain the highest level of professional ethics. Any Member of the Society who is found guilty by due legal process of a legal infraction that includes a breach of professional ethics shall have his/her membership in the Society automatically terminated.

Article XIV: Amendments

1. Amendments to these Bylaws may be proposed by the following means: resolution of the Council, or written proposal signed by ten percent of the voting Members of the Society.
2. Proposed amendments shall be approved by the Council, which then shall submit such amendments to the Members by mail ballot, or to the Members present at the annual business meeting, and shall be passed by a two-thirds affirmative vote of the Members voting.