ARTICLE I.  NAME.

The name of this organization shall be the North American Lake Management Society, hereinafter designated as the Society and abbreviated "NALMS."


ARTICLE II. PURPOSE.

The purpose of the Society is to forge partnerships among citizens, scientists, and professionals to foster the management and protection of lakes and reservoirs for today and tomorrow.


ARTICLE III. OBJECTIVES.

The objectives of the Society are:

Section 1. To facilitate the exchange of information on the technical and administrative aspects of  managing lakes and their watersheds.

Section 2. To promote public awareness of lake ecosystems.

Section 3. To encourage public support for national, state or provincial, and local programs promoting management of lakes and their watersheds.

Section 4. To provide guidance to public and private agencies involved in or planning management activities for lakes and their watersheds.

Section 5. To improve the professional status of all persons engaged in any aspect of managing lakes and their watersheds.

Section 6. To identify needs and encourage research on lake ecology and watershed management.


ARTICLE IV.  MEMBERSHIP.

The membership of the Society shall consist of individuals and organizations whose interests are consistent with the objectives of the Society.


ARTICLE V.  BOARD OF DIRECTORS.

Section 1. The affairs of the Society shall be managed by a Board of Directors, hereinafter designated as the Board, under such rules as the Board may determine, subject to the specific conditions of this Constitution and the By‑laws.

Section 2. The Board shall consist of the President, President‑elect, Treasurer, Secretary, Past President, one (1) At-Large Director, one Student Director elected by student members of the Society, and twelve (12) Regional Directors to be elected by the membership of the Society to represent geographic areas as specified by the By‑laws.   Directors will be elected as specified in the By‑laws.

Section 3. An Annual Meeting of the Board shall be held during the Annual Symposium of the Society, or at such other time as the Board may select.

Section 4. Each Board member shall strive to achieve the purposes and objectives of the Society and shall act upon the business of the Board in a conscientious and timely manner.  Regular attendance at meetings of the Board and the Society by all Officers and Directors is expected.


ARTICLE VI.  OFFICERS.

Section 1. The President shall have general supervision of the affairs of the Society. He/she shall preside at all conferences of the Society and meetings of the Board. He/she shall appoint the members of all Committees, and shall serve as ex‑officio member of all Committees. He/she shall perform such other duties as may be assigned by the Board.

Section 2. The President‑elect shall assist the President and shall preside at conferences and meetings of the Board in the absence of the President. He/she shall succeed to the position of President upon completion of his/her term and shall act as President in the event of the resignation of the President. He/she may serve as an ex‑officio member of any and all Committees. He/she shall perform such other duties as may be assigned by the Board.

Section 3. The Treasurer shall be responsible for the financial affairs of the Society. He/she shall oversee the receipt of all funds paid to the Society and shall pay all bills incurred by the Society, as authorized by the Board. He/she shall make a report at the Annual Meeting of the Board on the financial affairs of the Society. He/she shall be bonded as required by the Board and shall perform such other duties as may be assigned by the Board.

Section 4. The Secretary shall prepare minutes of all meetings of the Society and the Board. He/she shall perform such other duties as may be assigned by the Board.

Section 5. The Past President shall serve on the Board for one year following his/her term as President. In the event of his/her resignation, the Board may reappoint the previous Past President to serve the remainder of the term.


ARTICLE VII.  EXECUTIVE COMMITTEE.Between meetings of the Board, the affairs of the Society shall be conducted by the Officers as the Executive Committee, as provided in the By‑Laws.


ARTICLE VIII. AMENDMENTS.

Section 1. Amendments to this Constitution may be proposed through the By‑Laws Committee, by a majority of the Board or its Executive Committee, or by written petition of at least ten percent (10%) of the active members of the Society.

Section 2. Proposed amendments shall be considered by the By‑Laws Committee, which may make a report and recommendations to the membership. Proposed amendments shall be submitted to the entire membership at least thirty (30) days before the date of the Annual Meeting of the Society.

Section 3. Amendments may be adopted by two‑thirds (2/3) vote of the active membership present at the Annual Meeting of the Society or voting on written ballots.

SECTION A.  ACTIVITIES.

The Society encourages conferences, workshops, and seminars, and may sponsor or co‑sponsor such events as appropriate.  The Society will provide its members with a newsletter and other informational material on a schedule approved by the Board.  The Society may also provide a bulletin or technical journal.  In addition to providing a medium for exchange of information between its members, the Society will attempt to share information with decision makers and with the broader public.

SECTION B.  MEMBERSHIP CATEGORIES.

The Society is open to academic, professional, and nonprofessional individuals, institutions, and organizations sharing a common commitment to environmentally sound lake management.  Each member, whether an individual or an organization, shall be entitled to one vote, and to other rights of membership, upon payment of dues. Annual dues and membership categories shall be reviewed and determined by the Board subject to the ratification of the majority of the members present and voting at the Annual Meeting of the Society.

SECTION C.  MEETINGS.

Subsection 1. An Annual Meeting of the Society shall be held during the Annual Symposium of the Society at the time and place approved by the Board.  Notice of such meetings, including date, time and place, shall be provided at least 30 days prior to the meeting.

Subsection 2.  At meetings of the Board of Directors, a quorum shall consist of a majority of its members.

Subsection 3: The Executive Committee may act during intervals between meetings of the Board of Directors, subject to the Board’s control and direction.  The Executive Committee shall have and may exercise all of the authority and powers of the Board of Directors subject to such limitations as the Board may impose. Unless specifically authorized by the Board of Directors by resolution approved by the affirmative vote of a majority of the Directors, the Executive Committee shall not have the authority and power to authorize the sale or other disposition of all or substantially all of the property and assets of NALMS or to authorize a voluntary dissolution of NALMS or a revocation thereof.  At meetings of the Executive Committee, a quorum shall consist of a majority of its members.

Subsection 4: A meeting of the Board of Directors or Executive Committee by means of communication through which the Directors may simultaneously hear each other during the meeting is a Board of Directors or Executive Committee meeting if the same notice is given of the meeting as would be required for any meeting during which the Board or Executive Committee was physically in the same location and if the number of Directors participating in the meeting is a quorum. Participation in a meeting by this means will constitute personal presence at the meeting.

Subsection 5: Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed or electronically authorized by the number of Directors who would be required to take the same action at a meeting of the Board of Directors at which all Directors were present.  All Directors must be notified immediately, electronically or by mail, of its text and effective date.  The written action is effective when signed by the required number of Directors, unless a different effective time is provided in the written action.

SECTION D.  RULES OF ORDER.

All meetings of the Society and the Board shall be conducted in accordance with the latest edition of "Robert's Rules of Order."

SECTION E.  COMMITTEES.

Standing Committees of the Society shall be a Policy Committee, a Nominating Committee, a Publication Committee, an Executive Committee, a Budget Committee, a Constitution and By-laws Committee, and such other committees as the Board may see fit to establish.  The Board may also establish such ad hoc committees as may be needed to accomplish specific tasks of the Society.

SECTION F. NOMINATIONS AND ELECTIONS.

Subsection 1.  Nominations for Officers and Directors for the following year shall be received by the Nominating Committee at least ninety (90) days before the date of the Annual Meeting of the Board. The Committee shall submit a ballot including its nominations of one or more candidates for each office to be filled. All candidates shall be members of the Society.

Subsection 2. The Nominating Committee shall nominate at least one candidate for those Officers and At-Large Directors whose terms expire and for Regional Directors residing in each of the four geographic regions with incumbent Directors whose terms expire.

Subsection 3. Officers and At-Large Director shall be elected by plurality vote of all members of the Society voting, with all members of the society being eligible to vote for officers and the At-Large Director. Notifications shall be sent by e-mail to all members with e-mail addresses on file with the NALMS office and shall include instructions for electronic balloting. Any member without e-mail access may request that a paper ballot be mailed to them up to a date thirty (30) days before the date of the Annual Meeting of the Board. All electronic ballots shall be cast and all paper ballots shall be postmarked at least fifteen (15) days before the date and time of the call-to-order of the Annual Meeting of the Board.

Subsection 4. The Regional Directors shall be elected to the Board by the plurality vote of all members of the Society residing in their respective geographic regions as defined in Section G and voting.  The Student Director will be elected by a plurality vote of all student members of NALMS that cast ballots.  Notification and voting procedures will be as specified in Subsection 3, except that only members of the region for which a director is being elected may vote in that regional director election and only student members can vote for the Student Director.

Subsection 5.  The terms of the President and President‑Elect shall be for one (1) year, or until their successors are elected and qualified. The terms of the Treasurer and Secretary shall be for two (2) years, or until their successors are elected and qualified.  The Treasurer and Secretary shall be elected in alternate years to provide for staggered terms for these offices; the Treasurer will be elected in odd-numbered years and the Secretary will be elected in even-numbered years.  The Treasurer and the Secretary may succeed themselves for only one (1) additional term.  The terms of the Treasurer and the Secretary shall begin with the new fiscal year. The terms of all other elected positions shall begin at the conclusion of the Annual Meeting of the Society.  The terms of the Regional and At-Large Directors shall be for three (3) years, or until their successors are elected and qualified, and they may not succeed themselves.  The Student Director will be elected to a one-year term, and Student Directors may succeed themselves to serve a maximum of three (3) consecutive one-year terms.

SECTION G.  REGIONS FOR DIRECTORS.

Members of the Board of Directors shall be elected from the following geographical areas in accordance with the Constitution:

Region 1:  Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, Vermont.

Region 2:  New Jersey, New York, Puerto Rico

Region 3:  Delaware, District of Columbia, Maryland, Pennsylvania, Virginia, West Virginia.

Region 4:  Alabama, Florida, Georgia, Kentucky, Mississippi, North Carolina, South Carolina, Tennessee.

Region 5:   Illinois, Indiana, Michigan, Minnesota, Ohio, Wisconsin.

Region 6:   Arkansas, Louisiana, Mexico, New Mexico, Oklahoma, Texas, and all other areas not in the United States or Canada.

Region 7:   Iowa, Kansas, Missouri, Nebraska.

Region 8:   Colorado, Montana, North Dakota, South Dakota, Utah, Wyoming.

Region 9:   Arizona, California, Hawaii, Nevada.

Region 10:  Alaska, Idaho, Oregon, Washington.

Region 11:  New Brunswick, Newfoundland, Nova Scotia, Ontario, Prince Edward Island, Quebec.

Region 12:  Alberta, British Columbia, Manitoba, Northwest Territories, Saskatchewan, Yukon Territory.

SECTION H.  TERMS FOR DIRECTORS.

Regional Directors shall be elected according to the following schedule:

Beginning in 2010 and every three (3) years thereafter: Regions 1, 3, 5, 9 and the At-Large Director
Beginning in 2011 and every three (3) years thereafter: Regions 4, 7, 8, 11Beginning in 2011 and every year thereafter: Student Director
Beginning in 2012 and every three (3) years thereafter: Regions 2, 6, 10, 12

SECTION I.  VACANCIES.

The President shall fill any vacancies by appointment. Any Director who moves out of the region he/she represents shall be required to resign as a Director deemed to have vacated his/her position.  Upon recommendation of the President, the Board of Directors may declare vacant the position of any Director who has failed to attend or provide a proxy for two or more meetings of the Board.

SECTION J.  COMPENSATION.

The Board shall serve without pay, but may be reimbursed actual expenses while on Society business subject to the availability of funds. Within the budget constraints and program directions set by the Board, the President may contract for services and supplies, including the hiring of full- or part‑time secretarial assistance or other limited‑term staff. Required expenditures such as bonding for the Treasurer shall be paid by the Society.

SECTION K.  FISCAL YEAR.

The fiscal year of the Society shall end on December 31st of each year.

SECTION L.  NON‑PROFIT STATUS.

The Society shall be organized as a non‑profit corporation in accordance with Title 13‑B, Maine Revised Statutes Annotated, Section 403, and Section 501(c)(3) of U.S. Internal Revenue Code.

SECTION M.  EXECUTIVE DIRECTOR AND STAFF.

The Board may employ an Executive Director and/or Professional Staff, who shall work under the general supervision of the Board.  The Board shall establish personnel policies governing the conditions of employment for all staff.

SECTION N.  BUSINESS OFFICE.

The Society will maintain a business office and support staff to conduct the daily affairs of the Society.  The business office will provide a summary of activities and required actions to the Executive Committee as requested by the Board.

SECTION O.  AFFILIATES

Subsection 1.  There shall be allowed the opportunity for the acceptance of any state, provincial, territorial or regional lake management group as an affiliate of the Society.  The purpose and objectives or mission statement of said affiliates shall be consistent with those of the Society as contained in Articles II and III of the Constitution. Affiliates shall also demonstrate a willingness to partner with NALMS on activities that promote environmentally sound lake and reservoir management.

Subsection 2.  Affiliates may be established by petition to the Board in accordance with rules, policies, and procedures adopted by the Board.  The approval of any affiliate of the Society shall require a two‑thirds vote of the Board.

Subsection 3. An affiliate organization shall be a Society member as defined in Section B of the By-Laws. Additional benefits, rights or requirements may be set by the Board as a membership category under the rules set forth in Section B of the By-Laws.

The Board shall periodically review each affiliates’ status and reserves the right to revoke said status by two thirds (2/3) vote of directors present.

Subsection 4.  Each affiliate may maintain its own policies and procedures regarding local membership categories and dues structure.

SECTION P.  AMENDMENTS.

The By‑Laws may be amended by two‑thirds (2/3) of the members present and voting at any annual Meeting of the Society.  If notice of the By‑Law amendments is provided at least thirty (30) days prior to the Annual Meeting, a majority of those present and voting shall be required to adopt amendments.


INDEMNIFICATION

Section 1.  Right to Indemnification.

Any person who was, is or is threatened to be made a party to any action or proceedings, whether civil or criminal (including an action by or in the right of this Corporation or any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which any Director or officer of the Corporation served in any capacity at the request of this Corporation), by reason of the fact that he or she, his or her testator or intestate, is or was a Director or officer of this Corporation, or served such other corporation, partnership, joint venture, trust employee benefit plan or other enterprise in any capacity, shall be indemnified by this Corporation against all judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred in connection with the defense or appeal of any such action or proceeding, and against any other amounts, expenses and fees similarly incurred; provided that no indemnification shall be made to or on behalf of any Director or officer where indemnification is prohibited by applicable law or in case of gross negligence or willful misconduct on the part of a Director.  This right of indemnification shall include the right of a Director or officer to receive payment from this Corporation for expenses incurred in defending or appealing any such action or proceeding in advance of its final disposition; provided that the payment of expenses in advance of the final disposition of an action or proceeding shall  be made only upon delivery to this Corporation of an undertaking by or on behalf of the Director or officer to repay all amounts so advanced if it should be determined ultimately that the Director or officer is not entitled to be indemnified.  The proceeding right of indemnification shall be a contract right enforceable by the Director or officer with respect to any claim, cause of action, action or proceeding accruing or arising while this by‑law shall be in effect.

Section 2.  Authorization of Indemnification.

Any indemnification provided for by Section 1 shall be authorized in any manner provided by applicable law or, in the absence of such law:

(a)  by the Board of Directors acting by a quorum of Directors who are not parties to such action or proceeding, upon a finding that there has been no judgment or other final adjudication adverse to the Director or officer which establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial  profit or other advantage to which he or she was not legally entitled, or

(b)  if a quorum under clause (a) is not obtainable by the board the opinion in writing of independent legal counsel that indemnification  is proper in the circumstances because there has been no such judgment or other final adjudication adverse to the Director or officer.

Section 3.  Right of Claimant to Bring Suit.

If a claim of indemnification is not paid in full by this Corporation within ninety days after a written claim has been received by the Corporation, the claimant may at any time thereafter after such date bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall also be entitled to recover the expenses of prosecuting such claim.

Section 4.  Non‑Exclusivity of Rights.

The rights conferred on any person under this Article shall not be exclusive of any other right which may exist under any statute, provision of the Certificate of Incorporation, by‑law, agreement, or otherwise.

Section 5.  Insurance.

Subject to the laws of Wisconsin, this Corporation may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the Corporation against any expense, liability or loss of the general nature contemplated by this section, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the laws of Wisconsin.

Section 6.  Severability.

It is the intent of this Corporation to indemnify its officers and Directors to the fullest extent authorized by the laws of Wisconsin as they now exist or may hereafter in the future be amended.  If any portion of this Article shall for any reason be held invalid or unenforceable by judicial decision or legislative amendment, the valid and enforceable provisions of this Article will continue to be given effect and shall be construed so as to provide the broadest indemnification permitted by law.

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