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Sea Grant Association Bylaws

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Adopted by Sea Grant Association
March 18, 2003

Sea Grant Association Bylaws

Article 6 - Committees
    Designation
    Program Mission Committee
    External Relations Committee
    Nominating Committee
    Resource and Finance Comittee
    Special Events Committee
    Standards and Ethics Committee
    Powers
    Term
    Meetings
    Quorum / Action

Section 1. Designation. The Board of Directors shall have the following standing committees: the Program Mission Committee; the External Relations Committee; the Nominating Committee; the Resources and Finance Committee; the Special Events Committee; the Standards and Ethics Committee; and such other committees as it may deem necessary and proper. The Board of Directors may also designate from time to time advisory committees as deemed necessary and proper. Individuals, other than directors or delegates of members, who are employed by Regular or Associate Members, may serve on advisory committees, or may participate as nonvoting members of board committees.

Section 2. Program Mission Committee. The Program Mission Committee has primary responsibility for the accomplishment of the Sea Grant mission. It serves the membership through the development of ideas, documents, policies, and procedures which are then referred to the Board of Directors and the members for adoption and action. The duties of the Program Mission Committee shall include:

1. Consider and recommend policy, procedures, and collective activity that will enhance the effectiveness of the National Sea Grant Program;
   
   
2. Consider and recommend policy and procedures that will enhance the Sea Grant university-government partnership;
   
   
3. Advise and assist in the collection and assembly of information that elucidates the progress and impact of Sea Grant program network;
   
   
4. Recommend issues for consideration by other committees, the Board of Directors, and/or the members;
   
   
5. Provide liaison with, nurture, and encourage faculty and professional leadership in pursuit of the Sea Grant mission; and
   
   
6. Recommend the formation of subcommittees and special committees to expedite progress towards the goals of the Association and the Sea Grant mission.

The voting members of the Program Mission Committee shall consist of the Chair of the Committee, who shall be elected for that purpose by the members of the Corporation; the president-elect; and four delegates elected by the members of the Corporation to represent the four mission areas of the Corporation: research, marine extension, communications, and education.

The Program Mission Committee shall also have the following ex officio, nonvoting members: the chair of the Marine Extension Assembly, the chair of the Sea Grant Communicators Steering Committee, the chair of the Sea Grant Educators' Network, the chair of the Sea Grant Fiscal Officers Network, and the elected representative of other Sea Grant groups recognized by the SGA; representatives of affiliate organizations with which a Memorandum of Understanding with the Association exists; and the president of the Corporation.

Section 3. External Relations Committee. The External Relations Committee advises and assists the president of the Corporation with issues and activities associated with government relations and with new and developing activities with foundations, industry, and nongovernmental organizations. The duties of the External Relations Committee shall be to:

1. Assist the president of the Corporation in representing the Corporation in the area of federal relations;
   
   
2. Advise and assist the president and the Board of Directors on developing partnerships with government, foundations, industry groups, and nongovernmental organizations;
   
   
3. Advise and assist the president in interacting with NOAA and its Sea Grant Office on common Congressional and agency agenda items, while providing a separate avenue of effort and strategy where the partnership may be constrained by administrative policy;
   
   
4. Maintain a close working liaison with the Board on Oceans and Atmosphere of the National Association of State Universities and Land Grant Colleges and other organizations with common interests; and
   
   
5. Staff the Corporation's federal government relations effort, including:

   a. developing and implementing strategy for Congressional and other federal relations efforts in consultation with the Board of Directors;
   
   b. recommending duties to members;
   
   c. gathering and disseminating information;
   
   d. preparing and arranging for presentation of Congressional testimony;
   
   e. responding to relevant legislative and agency inquiry;
   
   f. preparing position papers and briefing materials;
   
   g. recommending to the Board of Directors purchase of service arrangements where necessary;
   
   h. recommending to the Board of Directors alternative or additional affiliations and/or staffing arrangements as the need arises; and
   
   i. recommending to the members and the Board of Directors the formation of subcommittees and special committees that will expedite the Corporation's external relations goals.

The voting members of the External Relations Committee shall consist of the Chair of the Committee, who shall be appointed by the president and confirmed by the members of the Corporation; the president of the Corporation; the president-elect of the Corporation; and two or three delegates appointed by the president, which appointment shall be confirmed by the members of the Corporation.

Section 4. Nominating Committee. The Nominating Committee shall prepare a slate of candidates for all elected positions, which shall include not less than two candidates per office. For committees with multiple at-large positions, the Nominating Committee may recommend staggered terms. The Nominating Committee shall be chaired by the immediate past president of the Corporation, and shall include two additional delegates appointed by the president and confirmed by the members of the Corporation. In the event the past president shall be unable to serve, the president may appoint another delegate as Chair, subject to the approval of the Board of Directors.

Section 5. Resources and Finance Committee. The Resources and Finance Committee shall be responsible for the oversight of the Corporation's resources and financial matters. The Committee shall:

1. Recommend to the Board of Directors contractual arrangements for a financial audit;
   
   
2. Review and verify the financial records and accounts of the Corporation in years when a contracted audit has not been conducted; and
   
   
3. Assist the president in resource matters such as arranging for office space, retirement programs, and related issues of employees of the Corporation.
   
   
4. Oversee, in conjunction with the Treasurer, management of the Corporation's financial investments and see that a report on their Status is presented to the Board at each of its meetings.

The Resources and Finance Committee shall include the Chair of the Sea Grant Fiscal Officers or his/her designee, plus a delegate appointed by the president and confirmed by the members of the Corporation, who shall be the chair. The president may appoint additional members as necessary and appropriate to carry out the work of the Committee during peak times, such as the annual audit.

Section 6. Special Events Committee. The Special Events Committee shall be responsible for recommendations relating to awards of the Corporation, for Sea Grant Week activities, and other special events of the Corporation. Specifically, its duties include, but are not limited to, the following:

1. Recommend candidates for the Sea Grant Association Award and an appropriate time and location for the award to be presented. The committee may recommend more than one candidate for consideration by the Board of Directors, but a preliminary nominee shall be identified. In arriving at candidates for this and other awards, the Special Events Committee may avail itself of the advice of an Awards Sub-Committee. The President, taking cognizance of the recommendations of the Special Events Committee, is to appoint any such Awards Sub-Committee.
   
   Nominees for the SGA Award shall have made direct demonstrable contributions through research, education/training, advisory, or public service activities which embody Sea Grant concepts, or have been effective users of Sea Grant products. It is inappropriate to nominate current administrators from Sea Grant institutions or persons currently in the executive or legislative branches of the government; however, such persons are eligible for consideration once they no longer occupy such positions.
   
   
2. This Committee, when it deems it appropriate, may recommend to the Board of Directors the bestowal of Special Recognition Awards, and Sea Grant Association Partnership Awards, honors distinct from the Sea Grant Association Award.
   
   
3. Make arrangements for the recognition of outstanding students either through the Corporation or in partnership with professional societies.
   
   
4. Carry out the planning of the program for Sea Grant Week at meetings of the Corporation involving broad membership participation. For these events, the committee membership shall be expanded to include a representative of the host institution and others at the discretion of the president.
   
   
5. The Special Events Committee is charged with the maintance of a comprehensive listing of the recipients of each of the awards bestowed by the Sea Grant Association. This responsibility may be delegated to an Awards Sub-Committee.
   
   The members of the Special Events Committee shall be appointed by the president and confirmed by the members of the Corporation.

Section 7. Standards and Ethics Committee. The Standards and Ethics Committee shall be responsible for recommendation and oversight of rules of conduct, conflict of interest, personal ethics of delegates, and issues associated with the ethics of granting. Specifically, its duties shall include, but not be limited to, the following:

1. Develop standards and rules of conduct relating to conflicts of interest, personal ethics, and issues relating to the ethics of the awarding of grants to be submitted to the delegates for approval;
   
   
2. Bring to the attention of the president issues of concern relating to delegate ethical behavior with recommendations for appropriate action; and
   
   
3. Bring to the Board of Directors, and if deemed necessary to the members of the Corporation, issues of concern relating to the ethical behavior of Corporation directors.

The members of the Standards and Ethics Committee shall be appointed by the president and confirmed by the members of the Corporation.

Section 8. Powers. Each Committee shall have, and may exercise, such powers not inconsistent with the Rhode Island Nonstock Corporation Act, the Articles of Incorporation or these Bylaws, as authorized by the Board of Directors. The designation of any such Committee and delegation thereto of authority shall not operate to relieve the Board of Directors of any responsibility imposed upon it by law. The members of a committee shall act only as a committee.

Section 9. Term. Members of a Committee shall serve for a term of two years or until their earlier resignation, removal with or without cause, or death, or until the Committee shall sooner be terminated. Vacancies on Committees shall be filled by the president with the advice of the Board of Directors.

Section 10. Meetings. Meetings of a Committee may be held within or without the State of Rhode Island, and may be held by means of telephone conference. A majority of any such Committee may fix the time and place of its meetings. Each committee shall keep records of its actions, and report such actions to the Board of Directors and the president.

Section 11. Quorum/Action. A majority of the then serving members of any Committee shall constitute a quorum. Any action of the majority of those present at a meeting at which a quorum is present shall, be deemed the action of the Committee, except when a committee has only two members, then any action must be by unanimous consent.

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