Constitution Of the Conchologists of America, Inc.
[Amended with unanimous approval of COA Board 7/7/08]

ARTICLE I: NAME

Para. A. The name of the organization is CONCHOLOGISTS OF AMERICA, INC., A non-profit organization referred to as COA.

ARTICLE II: PURPOSE

Para. A. The purposes of this organization are to disseminate knowledge about mollusks, to encourage research on mollusks, and to increase the awareness of the need for preserving habitats and the health of molluscan populations through meetings, lectures, publications, grants and exhibits.

Para. B. The organization will have all the general purposes enumerated in Section 202 Of the Non-For-Profit Corporation Law of the State of Florida.

Para. C. The location of the principal office is designed as the address of the Treasurer during the incumbent’s term of office.

ARTICLE III: TERMS OF EXISTENCE

Para. A. This organization exits in perpetuity.

Para. B. The organization is operated without profit. No part of the assets or income is distributed to, or inure to, the benefit of any member, officer, or other private individual. However, reasonable expenses may be reimbursed for services rendered to or for the organization affecting one or more of its purposes.

Para. C. In the event of dissolution, no member, officer, or private individual is entitled to share in the distribution of the assets, but such assets will be donated, transferred, delivered, or conveyed to one or more organizations engaged in similar activities that have qualified under Section 501 (C) (3) or corresponding provisions of the Internal Revenue Code as a non-profit organization.

Para. D. COA, being a non-partisan organization, does not endorse any candidate for political office.

ARTICLE IV: MEMBERSHIP

Para. A. Membership is open to all individuals, family households, clubs and other organizations interested in the study, collection, and/or conservation of mollusks. There is no restriction of membership by reason of race, creed, color, sex, religion, or country of origin.

Para. B. There are four (4) classes of membership.

1. Individual
2. Family Household
3. Organizational
4. Honorary

Para. C. 1. Individual: Individual membership is open to any individual who applies and pays the dues for this class. Only persons 18 years or older are entitled to vote.

2. Family Household: Family Household membership is open to any household which applies and pays the dues for this class. A household is defined as two or more individuals living at the same address. Only persons 18 years or older are entitled to vote. A household receives one (1) copy of notices and publications. Only one adult member of the household may hold an elective office at any one time.

3. Organizational: Membership is open to any club, school, museum, business or organization which applies and pays the dues for this class. An organization receives one (1) copy of notices and publications. The entity of the organization is not entitled to vote.

4. Honorary: Any individual, in recognition of outstanding contributions to COA, may be elected to Honorary membership. An Honorary member need not pay dues. Full voting privileges and the right to hold office are extended only to those who were dues-paying members at the time of their election to honorary membership.

ARTICLE V: DUES

Para A. Dues: The dues for each class of membership are established by the Board of Directors subject to approval by the members at the annual meeting.

Para. B. Only persons whose dues are paid for the current year, or Honorary as defined in Article IV, Para. C. 4, are members in good standing and eligible to vote and hold office.

ARTICLE VI: MEETINGS

Para. A. The annual meeting of members is held at the annual convention.

Para. B. In the event a convention cannot be held, the Board of Directors will take the necessary steps to properly conduct business.

ARTICLE VII: OFFICERS AND BOARD OF DIRECTORS

Para. A. The elected officers are President, Vice President, Secretary, Treasurer, and Trustee.

Para. B. These officers, together with the immediate surviving Past President, constitute the Executive Committee.

Para. C. The President appoints, subject to confirmation by the Executive Committee, Committee Chairmen such as:

1. Membership
2. Editor, American Conchologist
3. Finance
4. Academic Grants
5. COA Awards
6. Publications
7. Public Relations
8. Archives (Historian)
9. Property Management
10. Convention Coordination

Para. D. The Executive Committee, together with no less than one-half of the Committee Chairmen and up to three (3) At-large Members, all appointed by the President with approval of the Executive Committee, constitute the Board of Directors. The Board of Directors has all the powers of the organization in the intervals between meetings. These members have full voting privileges on matters brought before the Board.

ARTICLE VIII: SPECIAL COMMITTEES

Para. A. Special committees, such as Nominating and Audit, are appointed by the President with approval of the Executive Committee.

Para. B. Special committees will report to the Board of Directors but have no vote on business brought before the Board.

ARTICLE IX. AMENDMENTS TO THE CONSITUTION AND BYLAWS.

Para. A. This Constitution may be amended in whole or in part at any annual meeting provided the entire membership is notified of such proposed revisions at least Thirty (30) days prior to the meeting.

Para. B. This Constitution may be amended at other than the annual meeting by members returning mailed ballots. Written notice of the proposed amendments and ballots are sent to all members of record. The deadline for voting is no less than forty-five (45) days after mailing the written notice.

Para. C. The Bylaws may be amended by the Board of Directors at any time, subject to the approval of members attending the annual meeting or by mailed ballot.

Para. D. All amendments to the Constitution and Bylaws following ratifications will be published in the official COA Publication, American Conchologist.