NERACOOS Executive Committee


 President - Malcolm Spaulding, University of Rhode Island

Vice President - Peter Smith, Bedford Institute of Oceanography

Secretary - Cheryl Zimmerman, Marine and Oceanographic Technology Network & FarSounder, Inc.

Treasurer - Linda Mercer, Maine Department of Marine Resources

Executive Committee Terms of Reference

Role

The role of the Executive Committee is to exercise powers of the Board of Directors for issues that arise between regularly scheduled Board meetings or when it is not practical or feasible for the Board to meet. The Executive Committee shall act only in the intervals between meetings of the Board of Directors and shall, except to the extent otherwise provided herein or determined by the Board of Directors, have all the authority of the Board of Directors other than to:

 

  1. amend the articles of incorporation;
  2. adopt a plan of merger or consolidation;
  3. sell or dispose of all or any substantial portion of the property and assets of NERACOOS;
  4. voluntarily dissolve NERACOOS or revoke such dissolution;
  5. amend the bylaws of NERACOOS;
  6. fill vacancies as provided in these by laws;
  7. amend or repeal any resolution of the Board of Directors;
  8. award grants or contracts pursuant to Section 19, unless specifically authorized by the Board of Directors on a case-by-case basis;
  9. hire or fire an executive director, if any; or 
  10. adopt any instrument required by these bylaws to be adopted by the Board of Directors

 

Membership

The Executive Committee of the Board of Directors shall consist of the President, the Vice-President, the Secretary and the Treasurer serving as ex officio members, and such other members of the Board as may be appointed by the Board.  The President or his/her designated member of the Executive Committee will chair the Executive Committee.

Meetings

The President or any two other members of the Executive Committee may call a meeting of the Executive Committee.  The President or other persons calling the meeting shall give or cause to be given written notice to each member of the Executive Committee of the date, time, place, and purpose of the meeting at least two days before the scheduled meeting.  A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting thereof.

Decisions

At each meeting of the Executive Committee all questions and business shall be determined by a majority vote of those present, or without a meeting by majority consent in writing.

Communication

The Executive Committee may communicate by telephone, by e-mail, in person, or by any means appropriate for the business at hand.

The Executive Committee shall keep full and complete records of all meetings and actions, which shall be reported to and open to inspection by the public.