PARKERSBURG AREA GROTTO

CONSTITUTION

Updated May 13th 2008

I. The name of this organization shall be the Parkersburg Area Grotto of the National Speleological Society.

II. The purposes of this organization shall be the same as those of the National Speleological Society, namely, to promote interest in and advance in any and all means the study and science of speleology; the protection of caves and their natural contents; and to promote fellowship among those interested therein, with the additional purpose of organizing NSS members in the Mid Ohio Valley, to better promote the objectives of the NSS.

III. Executive Committee

(1) The Grotto shall be governed by an Executive Committee made up of the following officers, all members of the NSS, and elected annually for one-year terms as provided in the bylaws:

(a) President
(b) Vice-President
(c) Secretary 
(d) Treasurer 
(e) One member at large

(2) The Executive Committee shall have complete power to manage the business, to raise funds in any manner not inconsistent with the policies of the NSS, and to perform all other necessary functions.

(3) Decisions or actions of the Executive Committee may be overruled by a two-third majority vote of the members.

IV. Executive Committee Meetings

(1) Executive Committee and general meetings shall be held at such times and places as are determined by the Committee.

(2) A quorum in the Executive Committee is a majority of its members.

V. Full membership is limited to members of the NSS.

Vl. The Constitution and Bylaws of the National Speleological Society shall be binding on the grotto. Any action inconsistent therewith shall be null and void.

VII. The grotto is a non profit organization. No part of the net earnings of the group shall inure to the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the grotto shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of the purposes set forth in the constitution of the grotto. No substantial part of the activities of the grotto shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the grotto shall not participate in, intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these bylaws, the group shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501( c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future U.S. Internal Revenue law) or (b) by a corporation, contributions to which are deductible under Section 170 ( c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future U.S. Internal Revenue Law).

VIII. In the event of dissolution of the grotto,

(1) Any NSS property held by the grotto shall revert to the NSS.

(2) All assets remaining after meeting outstanding liabilities shall be assigned to the NSS.  However, if the named recipient is not then in existence or is no longer a qualified distributee, or unwilling or unable to accept the distribution, the assets of this organization shall be distributed to a fund, foundation, or corporation organized and operated exclusively for the purposes specified in Section 501 ( c)(3) or the Internal Revenue Code of 1954 (or the corresponding provision of any future U.S. Internal Revenue law).

IX. Amendments to this constitution may be proposed either by the Executive Committee or by a petition of ten percent of the members in good standing. Adoption of the amendments shall require a two-thirds vote of the members voting, either in person or by absentee ballot, provided that notice of the meeting and the content of the amendments shall have been announced to the membership at least thirty days prior to the time at which the vote will be taken.