Vermont Cavers' Association

Constitution and By-Laws of the Vermont Cavers Association

I.    The name of this organization shall be the Vermont Cavers Association of the National Speleological Society.

II.    A. The purpose of the association shall be the same as that of the National Speleological Society; which is to promote interest in and to advance in any and all ways the study and science of speleology, the protection of caves, and their natural contents, and to promote fellowship among those interested therein, particularly with respect to Vermont caves.

III.    B. The Vermont Cavers Association is a non-profit organization. No part of the net earnings of the Vermont Cavers Association shall inure to the benefit of or be distributable to its members, trustee, officers, or other private persons. Except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of the purpose set forth in the article giving definition of purpose herein.

IV.       A. The Vermont Cavers Association shall be governed by an Executive Committee, made up of the following officers elected annually by the Association members:

1. President
2. Vice President
3. Secretary
4. Treasurer

           B. The Executive Committee shall have complete power to manage the business of the Association, to formulate by-laws, to raise funds in any manner not inconsistent with the policies of the NSS, and to perform all other necessary functions.
   
            C. Decisions or actions of the Executive Committee may be overruled by a two-thirds majority vote of the Association members present at a warned meeting.

V.     Executive Committee meetings and general meetings shall be held at such times and places as are determined by the Committee. A petition signed by two-thirds of the association membership shall be mandatory upon the Executive Committee to call a special meeting for the purpose stated in the petition.

VI.     Full membership is limited to members of the National Speleological Society.

VII.     The Constitution and by-laws of the National Speleological Society shall be binding to the Vermont Cavers Association. Any action inconsistent therewith shall be null and void.

VIII.     Amendments to this constitution may be proposed either by the Executive Committee or by a petition of ten-percent of members in good standing. Adoption of the amendment(s) shall require a two-thirds vote of the members voting, either in person or by absentee ballot. Providing that notice of the meeting and the contents of the amendment shall have been announced to the membership by mail or at a meeting at least thirty days prior to the time when the vote is taken. Provided the total number of votes cast is at least twenty percent of the membership and includes at least two members who are not serving on the Executive Committee. The vote may be taken either at a meeting or by mail ballot.

I. Membership --- Benefits and Responsibilities

A.     There shall be the following classes of membership; regular, regular family, and honorary.
1.        Regular Member: this category applies to any individual who agrees to abide by the stated purpose of the VCA and who is current in payment of membership dues. Each regular member is entitled to all benefits of membership.
2.    Regular Family Member: this category applies to two or more individuals who share the same mailing address. Each Regular Family member will have full rights of a Regular Member with the following exceptions:
a.     A regular Family membership will count as two members for the purpose of a quorum, and only two votes will be allowed per family.
b.     Only one copy of the VCA Newsletter will be sent to each family address.
3.      Honorary Member: this category applies to businesses, organizations, and non-caving individuals that share in the same goals and objectives as the VCA as they relate to Vermont caves. Examples include, but are not limited to: A demonstrated connection to the administrative structure of the NSS, Northeastern Regional Organization (NRO), or Northeastern Cave Conservancy (NCC); Chair of other grottoes belonging to the NRO; Owners of Vermont caves who agree to work with the VCA toward the goals and objectives of the VCA; Businesses or organizations that provide significant support to VCA activities.
a.     Honorary Members are approved by the Executive Committee of the VCA and are not required to pay annual dues to maintain their status.
b.     Honorary Members are not eligible to vote on VCA business.
c.     Honorary Members shall receive one copy of the VCA Newsletter

B.     Members are encouraged to provide a cave trip report to the Newsletter Editor on all cave trips they take sponsored by the Association and are encouraged to make reports on all other trips.
C.     Members are strongly encouraged to write an article for publication in the bimonthly newsletter.

II. Elections

A.    Elections shall be held annually at the first regular meeting of the calendar year or as close to then as possible.
B.    Nominations for officer shall be determined by a Nominating Committee appointed by the Chairman. Nominations of the Committee will be announced prior to the first regular meeting of the calendar year. Any member may also make a nomination for office at any time prior to the election.
C.    Officers shall be elected in order from the highest to lowest, and the winner of each office shall be announced before the elections of the next office. Any candidate losing one office may run for another office. A person may hold no more than one elected office.

III. Expulsions, Resignations, and Vacancies

A.    Members may be expelled from the Association by unanimous decision of the Executive Committee for the following reasons:

1.    Willful misuse of Association property.
2.    Willful disregard of basic safety rules.
3.    Willful action contrary to the NSS conservation policies.
4.    Officers may be removed by the Executive Committee for failure to attend two consecutive general meetings without assuring that the duties of their office are filled.

B.    Members subject to expulsion must be notified, in writing, of the specific charges at least two weeks prior to an open meeting of the Executive Committee specifically called for the purpose of expulsion. The specific charges must also be stated to the general membership at a regular meeting at least two weeks prior to the Executive Committee meeting.
C.    Any member subject to expulsion may demand and shall be granted a personal hearing before the Executive Committee.
D.    Association officers must submit a written resignation to the Executive Committee when resigning their posts. All association property in the possession of the resigning officer or officer whose term has expired must be turned over to the President or Secretary.
E.    All vacancies other than for the office of President shall be filled through appointment by the Executive Committee.

IV. Duties of Officers

A.  President --- The President shall:
1.     Preside over regular bimonthly association meetings and Executive Committee meetings.
2.    Call an Executive Committee meeting and special Association meetings.
3.     Lead or appoint a leader for Association field trips.
4.     Appoint committees and committee heads, as he deems necessary.
5.    Represent or appoint a representative for the Association in matters of public relations.

B.  Vice President --- The Vice President shall:
1.    Assume the responsibilities of the President when the President is unable to preside.
2.    Shall act as or appoint an activity coordinator. Activities include, but are not limited to,  trips, guest speakers, slide shows, and videos.

C.  Treasurer --- The Treasurer shall:
1.    Collect all dues and fees, pay Association debts, and keep a complete accounting of all Association finances.
2.    Submit bi-monthly financial reports to the Executive Committee for presentation at each regularly scheduled Association meeting.
3.    Submit an annual financial report to the membership at the first regular Association meeting of calendar the year.

D.  Secretary – The Secretary shall:
1.    Transcript all official Association correspondence except that of special committees.
2.    Keep minutes of association meetings and Executive Committee meetings.

E.  The Executive Committee
1.    The Executive Committee meetings are optional.

F.  Parliamentary Authority
1.    Robert’s Rules of Order, as revised, shall govern all procedural questions arising at meetings.

 V. General Meetings

A.     There shall be a minimum of six general meetings per year.
B.     A quorum at a general meeting shall be ten percent of the total membership.
C.    All elections shall take place at a general meeting.


VI. Official Association Business

A.     All Official Association affiliated activities must be approved by the executive committee.

VII. Dues – Members Type – Gifts

A.    Dues shall be due at the first regular meeting of each year. Members shall be dropped from the rolls for failure to pay dues by March 1st of the given year.
B.    The Executive Committee may waive the annual membership fee for any member based on just cause. These members shall maintain Regular Member status.
C.    Gifts or contributions to the Association may be accepted and distributed by the Executive Committee for any uses compatible with the purpose of the Association.

VIII. Association Funds

A.    Association funds shall be kept in a general account. Bank checks shall require the signature of the Treasurer or President.
B.    The Executive Committee must approve expenditures of Association funds.

IX. Amendments to the by-laws

A.    Proposed amendments to the Vermont Cavers Association By-Laws must be presented at a regular Association meeting, announced in the Association monthly notice and approved by a two thirds favorable vote of the members present at the next scheduled meeting. No change may conflict with the Association Constitution.

X. Dissolution

A.    Any NSS property shall revert to the National Speleological Society in the event of dissolution. Also in the event of dissolution, the assets of the Vermont Cavers Association shall be turned over to the Vermont Chapter of the Nature Conservancy. However, if the named recipient is not then in existence or no longer is a qualified distributee, the assets of this organization shall be distributed to a fund, foundation, or organization deemed to be appropriate by the Executive Committee.