Proposed Constitution
Information on Proposed Constitution
The Federation's current Constitution and Bylaws were written in the mid-1970’s during simpler, less litigious times. We have made minor amendments since then, but generally paid it little heed until the Board began regular strategic planning in 2004.
While looking to this august document for guidance about current topics, we discovered that new laws and interpretations require that we make revisions to both documents to bring them into compliance with current laws. We employed the law firm of Venable LLP for help with this. Venable is respected for its service to non-profit organizations like ours.
The constitutional revisions that are needed are minor, but important to the powers that be. Because several contemporary provisions now required by the Internal Revenue Service and the State of South Carolina (the state whose laws we follow) were missing from the first Constitution, rather than extensively revise and amend that document, we have written a new one that contains most of the contents of the former one, but adds the things that the IRS and state law now require nonprofit organizations to have in such documents. Getting all this together has been a long process. We got it a lot more complicated for a while, now we are back to simple and straightforward.
Assuming that the membership approves the new Constitution, the Federation will continue to run as it has. Daily operations will continue to be handled by Headquarters with oversight by the Presidents and the Treasurer. Planning, review of operations and progress and strategic matters will continue to be managed by the Governing Board.
Things added in the new Constitution are: explicit acknowledgement of the IRS codes that apply to our nonprofit status; removal of the requirement that amendments must be circulated to members by snail mail; an acknowledgement that no substantial part of our operations will be for lobbying; simplification of the language recognizing the existence of Affiliate Societies; allowance of disciplinary Affiliates; more detail in the section on duration and dissolution. The Purposes section now contains language from the mission statement that was adopted by the Board in 2006.
Not changed in the new Constitution is our member's responsibility to elect the Board members and officers and to vote on any changes to the Constitution. Like the first Constitution, the new one leaves most details about the daily management of the society in the Bylaws. Also unchanged is the provision that the Bylaws are amended by vote of the Governing Board.
The lawyers have assured us that if the name Coastal and Estuarine Research Federation is approved that it can become the Federation's name whether or not the new Constitution is approved.
Copies of the first Constitution and the current Bylaws are available on this web site. Please contact Joy or Janet at Headquarters if you would like for us to mail a paper copy to you.