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Adopted by Sea Grant Association
March 18, 2003

Sea Grant Association Bylaws

Article 10 - General Provisions
    Allocation of Funds
    Grants
    Execution of Contracts
    Loans
    Gifts
    Investments
    Voting of Securities Held by the Corporation
    Books and Records
    Depositories
    Signatories
    Annual
    Fiscal Year
    Minutes of Meetings and Historical Documents
    Corporate Seal

Section 1. Allocation of Funds. The Board of Directors shall have general authority over the use of the Corporation's funds.

Section 2. Grants. The Board of Directors may prospectively or retroactively authorize any officer or officers, agent or agents, in the name, and on behalf, of the Corporation, and in the administration of an approved program, to make any grants or contributions or provide financial assistance in furtherance of the purposes of the Corporation as stated in its Articles of incorporation to any qualified individuals or organizations.

Section 3. Execution of Contracts. The Board of Directors, except as otherwise provided in these Bylaws, my prospectively authorize any officer or officers, agent or agents, in the name, and on behalf, of the Corporation, to enter into any contract, or execute and deliver any instrument as may be necessary to carry out the purposes of the Corporation. Any such authority may be general or confined to specific instances. The Board of Directors shall approve all contracts requiring the commitment of corporate funds of more than $2,500. The president may approve the execution of contracts of $2,500 or less.

Section 4. Loans. The Board of Directors may authorize any officer or agent of the Corporation to: (i) obtain loans and advances at any time for the Corporation from any bank, trust company, firm, corporation, individual or other institution; (ii) make, execute and deliver promissory notes bonds or other certificates or evidences of indebtedness of the Corporation; and (iii) pledge and hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances. Such authority conferred by the Board of Directors may be general or confined to specific instances. The Corporation shall not make any loan to any director, officer or member of the Corporation.

Section 5. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the purposes of the Corporation.

Section 6. Investments. The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner and to invest and reinvest any funds held by it according to the judgment of the Board of Directors. The Board of Directors is restricted to the prudent investments which a director is or may hereafter be permitted by law to make.

Section 7. Voting of Securities. Held by the Corporation. Stocks and other securities owned by the Corporation shall. be voted in person or by proxy as the Board of Directors may specify. In the absence of any direction by the Board of Directors, such stocks and securities shall be voted as the president my determine.

Section 8. Financial Books and Records. There shall be kept at the principal office of the Corporation correct books of accounts of all the business and transactions of the Corporation, to which each member shall have access.

Section 9. Depositories. The funds of the Corporation not otherwise employed shall from time to time be deposited to the order of the Corporation in such banks trust companies or other depositories as the Board of Directors my select, or as may be selected by any one or more officers at agents of the Corporation to whom such power may from time to time be delegated by the Board of Directors.

Section 10. Signatories. All checks, drafts and other orders for payment of money out of the funds of the Corporation, and all notes and other evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer and countersigned by the president of the corporation.

Section 11. Annual Audit. The Board of Directors may require an annual audit be made of the books and accounting records of the Corporation.

Section 12. Fiscal year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

Section 13. Minutes of Meetings and Historical Documents. Copies of the minutes of the meetings of the Corporation, copies of correspondence of note, and other documents of historical significance are to be filed annually by the officers of the Corporation in the Sea Grant archives within the Pell Marine Sciences Library of the University of Rhode Island, where, with due control, they will be available to scholars.

Section 14. Corporate Seal. The Corporation shall have a corporate seal with its name, year of incorporation and the words "Corporate Seal State of Rhode Island" inscribed thereon The seal shall be in the custody of the secretary and used by him or her, or any other officer so authorized by the Board of Directors, by causing it, or a facsimile thereof, to be impressed, affixed or reproduced otherwise on any instrument or document as may be required by law, these Bylaws, the Board of Directors or president. The presence or absence of the seal on any instrument, or its addition thereto, shall, not affect the character, validity or legal effect of the instrument in any respect.

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