Offered for Approval by the Federation's Members, August 2007

ESTUARINE RESEARCH FEDERATION
CONSTITUTION

Article I

Name

The Name of this organization shall be the Estuarine Research Federation ("the Federation" or "ERF").

Article II

Purposes

Section 1. The Estuarine Research Federation is a nonprofit organization, established to advance through education and research activities, the understanding and wise stewardship of estuarine and coastal ecosystems worldwide.

The mission of the Federation is to: promote research in estuarine and coastal ecosystems; support the education of scientists, decision-makers and the public; and facilitate communication among these groups.

Section 2. The Federation is organized exclusively for educational and scientific purposes.

Section 3. Notwithstanding any other provision of the Constitution and Bylaws, the Federation shall not carry on any other activities not permitted to be carried on: (i) by a corporation exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code of 1986, as the same may be amended or supplemented (the "Code"); or (ii) by a corporation contributions to which are deductible under Code Section 170 (c)(2).

Section 4. No substantial part of the activities of the Federation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Federation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Article III

Affiliate Societies

The Federation may recognize regional research societies or disciplinary societies that support the interests and declared objectives of the Federation as Affiliate Societies of the Federation. Societies desiring to affiliate may do so with the approval of the Federation's Governing Board.

Article IV

Membership

The Federation shall have members. Membership in the Federation is open to individuals wishing to participate in promoting the purposes of the Federation. Members join the organization upon application for membership and payment of dues.

Article V

Dues

The Federation's membership dues shall be set by the Governing Board as specified in the Bylaws.

Article VI

Governing Board

The affairs of the Federation are managed by a Governing Board. It is the Governing Board's duty to carry out the affairs and purposes of the Federation, and to this end the Governing Board may exercise all posers of the Federation, subject to the restrictions and obligations set forth by law and in the Federation's Articles of Incorporation, this Constitution and the Bylaws.

The governing Board shall consist of the Federation officers, the president of each Affiliate Society and the four Board members elected at-large by the Federation membership. The governing Board may change the number of Board members elected at-large as necessary to accommodate any change in the membership or in the number of Affiliate societies of the Federation.

The Board may appoint such additional ex officio, non-voting members of the Board and the Board shall deem necessary to accomplish the purposes of the Federation.

The Federation's President shall be the Chair of the Governing Board.

All Governing Board members must be voting members in good standing of the Federation.

Article VII

Federation Activities

In support of its mission, the Federation produces scientific publications; convenes conferences and meetings to bring together the membership and other interested individuals to present scientific findings; participates in other activities that further the education of estuarine and coastal scientists and managers at all levels; enhances communications among scientists, resource managers, decision-makers and the public; and works on related activities that carry out the business of the Federation.

Article VIII

Amendments

Constitutional amendments shall be circulated to all members. Adoption of said amendments shall be by the affirmative vote of at least a majority of the voting membership participating in the vote, provided a quorum is reached.

A majority of the membership eligible to vote shall constitute a quorum for such purposes.

Changes in the Bylaws shall be made by majority vote of the governing Board.

Article IX

Duration and Dissolution

The duration of the Federation shall be perpetual. Upon the dissolution of the Federation, and after paying or making provision for the payment of all of the liabilities of the Federation, all assets of the Federation shall be distributed for one or more of the Federation's exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose, in such manner as the Governing Board shall determine.