STANDARD OPERATING PROCEDURES NATIONAL MARINE EDUCATORS ASSOCIATION The purpose of the Standard Operating Procedures is to clarify and support the NMEA Bylaws, and establish a record of procedural decisions made by the NMEA Board of Directors. These rules shall not be written in contradiction of any existing Bylaw, and shall be reviewed every two years for relevance and applicability by the Bylaws Committee. When the Board of Directors takes action on a proposed motion, the President shall determine whether or not the approved proposal shall be included in the Standard Operating Procedures. This determination shall be recorded in the meeting minutes. The sponsor of the motion shall make every effort to recommend such inclusion in the motion statement. Generally, a proposal that affects any procedural action by NMEA over several years should be included in the Standard Operating Procedures. The Standard Operating Procedures are organized below in concert with the organization of the Bylaws for easy reference. Procedures that do not fit neatly into a Bylaw category are listed under “Other Standing Rules.” Each procedure is followed by the meeting date in which it was passed. I. II. III.

IV.

V.

CERTIFICATE OF ORGANIZATION PURPOSES MEMBERSHIP AND MEMBERSHIP MEETINGS III-1.

At the beginning of each Board Meeting, the President shall identify voting and proxy voting members present. (Annual, 1998)

III-2.

Action items from the Annual and Mid-year Board Meeting will be placed on the NMEA Web Site. (Annual, 1996)

III-3:

The NMEA Family Membership provides one set of mailings per household with the dues being $65. This membership allows a husband/wife and/or adult children living at home to have a joint NMEA membership and attend Conferences as though they were individual members. A family membership is entitled to one vote during NMEA elections. Further, this type membership is also cost-effective for the joint members and NMEA by having only one mailing per household. (Annual, 2004)

IV-1.

Officers, Board of Directors members and Chapter Representatives will make special efforts at the Annual Conference to interact with individual members who are not yet part of NMEA governance, especially new members. (Annual, 1998)

BOARD

OFFICERS AND COMMITTEES V-1.

The mission and goal of the NMEA Conservation Committee is to make known the wealth of issues that influence the wise stewardship of our aquatic and marine resources. (Annual, 1998)

V-2.

NMEA will strive to use committees as training experiences for future board members and officers, and at the same time, utilize former board members and officers, and their expertise, in committee work. To this end, NMEA will encourage: 1

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

All NMEA Committees will have a designated time to meet at the annual NMEA Conference. (Annual, 2000)



Committee chairs to recruit new committee members who are not presently board members or officers in NMEA.



The Nominations Committee will seek members for officer and board positions who have served actively in committee work. (Annual, 1997)

V-3.

The President-elect will develop a list of upcoming chapter meetings and see that it is posted in NMEA News with the Chapter Representative’s name and contact information. (Mid-year, 1996)

V-4.

The Executive Committee will meet at the National Office once each year to work on improving the administration of NMEA. (Mid-year, 1998)

V-5.

When a Board of Director runs for another office and “steps down,” the next candidate in line (with the next highest votes) will fill the term of the Board of Director “stepping down.” (Annual, 2000)

V-6.

Committee Chairs will serve for a term of three years. At that time the current NMEA President may renew the Chair position or select a new, Committee Chair. Committees will select a Committee Vice-Chair. The Committee ViceChair term is two-years, and should not coincide exactly with the term of the Committee Chair. For continuity, the Vice-Chair may become the Committee Chair if the NMEA President and all parties agree. (December Board Conference Call, 2007)

VI.

MEMBERSHIP SECRETARY

VII.

CHAPTER PRESIDENT

VIII.

CHAPTER REPRESENTATIVE VIII-1. During the term of each Chapter Representative he/she will fulfill the responsibilities which are outlined in the NMEA Bylaws (Article VIII, Section 1, "Chapter Representative's Duties") by performing the tasks described in the "Chapter Representative Guidelines" that can be found in the Board documents section of the NMEA web site. Each Chapter Representative will ensure a smooth, informative transition to any new Representative. (December Board Conference Call 2012)

IX.

CHAPTERS IX-1. To remain in “good standing” with NMEA, Chapters shall annually submit any changes to the Chapter Bylaws and Constitution and documentation of Chapter activities sufficient to verify the authentic, operational status of the Chapter. These documents shall be submitted to the National Marine Educators Office by May 31 annually. Prior to the Annual Board Meeting, the Executive Committee will review the each Chapter’s documents to verify the status of each Chapter, and 2

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report their findings to the Board in its Committee Report. (Annual 2003; revised: Annual 2004, Revised: Annual 2011) X

AFFILIATE ORGANIZATIONS

SOP-1 Organizations applying for Affiliate status shall complete the following requirements: A. Demonstrate a philosophy and dedication to promoting quality education; B. Represents an organization whose goals and purposes largely overlap or compliment those of NMEA; C. Has a constitution and/or bylaws stating its purpose, which is not in conflict with the constitution and bylaws of NMEA and contains a disbandment clause; D. Has elected officers; E. Approves a motion for affiliation with NMEA and endorses NMEA’s bylaws in accordance with the applicant organizations constitution and bylaws that describe their affiliation process; F. Is a not-for-profit 501 © (3) educational organization; G. Is in agreement that both parties are to be signatories of the following agreement of protective exclusion: PROTECTIVE EXCLUSION In this affiliation between the National Marine Educators and the ___(organization)______ both parties mutually agree to hold the other party harmless in the vent of litigation against either organization wherein the other party is not named. H.

XI.

Both parties sign an MOU stating we support each others conferences and activities and will promote each others other’s conferences and share relevant information. (Annual 2008)

MISCELLANEOUS PROVISIONS

OTHER STANDARD OPERATING PROCEDURES SOP-1. NMEA’s annual budget will be developed using the following process: In January each year, the Treasurer will provide the Executive Committee with a preliminary budget for the following year. The second draft of the budget will be presented to the full board at the mid-year meeting in March/April. Special requests from committees or NMEA members are due to the Treasurer and Finance Committee by 1 June each year so that there is time for the committee to consider their requests before the annual conference. The third draft of the budget will be presented to the board at the annual conference to be voted on at the new board meeting for provisional approval. The final budget will be voted on by the Executive Committee no later than 15 November each year in order to take into account the income generated by the annual conference. (Mid-year 2006) SOP-2.

Proceeds from NMEA conference and Auction shall be distributed as follows: 

The $6,000 Conference “start-up” loan is returned to the National Office by the Conference Host. (Mid-year 2004)



The first $5000 is dedicated to NMEA conference scholarships. 3 Revised: 12/4/12 Typing edits: 2/13/08

Thirty percent of the remainder is distributed to the conference host chapter, 70% to NMEA up to the first $20,000; the remainder will be distributed 40% to the host chapter and 60% to NMEA. (Executive Board Winter Retreat, 2008) SOP-3.

The decision in 2008 to shift NMEA News from print to online produces an annual savings in the operating budget in excess of $7,000. This savings will allow NMEA Conference Scholarships to be increased to $10,000 annually as of 2009. The Members Benefits Fund was created in 2005 as an endowment fund to support NMEA Conference Scholarships, and up to 5% of the value of this fund may flow to the operating budget annually when needed to support the commitment of $10,000 for funding NMEA Conference Scholarships. In 2008, the Members Benefits Fund is in excess of $120,000, 5% of which is $6,000. Annual Conference organizers will be responsible for reimbursing NMEA $5,000, as a portion of the scholarships awarded on their behalf (an increase from $4,550), and as stipulated in SOP-2. The Scholarship Committee will have responsibility for awarding approximately fourteen, $500 scholarships for attendance at the annual conference and three, $1,000 international scholarships, with the expectation that some portion of these NMEA Conference Scholarships be used to increase participation of diverse communities as stated in the NMEA Strategic Plan (2007). If other funds are available from other organizations, the numbers of scholarships will increase accordingly, and as determined by the Executive Committee. (Executive Board Winter Retreat 2009)

SOP-4.

The National Office shall establish the following procedures: 

Implement an NMEA Calendar containing each year’s important dates such as the due date for committee and chapter reports, call for papers deadlines, NMEA News and Current deadlines, award and scholarship application deadlines, and reminders such as auction needs.



Maintain a complete menu of mailing labels for chapter representatives, board members, officers, executive committee, committee members, committee chairs, chapter presidents, chapter newsletter editors.



Maintain and distribute new member packets.



Develop and distribute new board member packets. (Executive Committee, 1997)

SOP-5.

Conference fees and membership requirements for guest speakers at NMEA conferences may be waived at the discretion of the Conference Committee. (Annual, 1993)

SOP-6.

Current articles may be duplicated digitally provided credit is given to Current and the funding agencies.

SOP-7.

Voting Board members may apply for travel funds to attend the mid-year board meeting, the annual board meeting, or the annual mid-winter retreat of the Executive Committee, limited to up to $500 per year for no more than three consecutive years. Committee Chairs may also apply for travel funds to attend the annual board meeting, if voting board members do not use such funds. Application deadline for board members to request travel funds is three months prior to the meetings. (Executive Board Winter Retreat, 2008) 4

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SOP-8.

The NMEA Board is committed to printing a minimum of four issues of Current per year including one general issue. This commitment shall be reflected in the annual budget. Every attempt will be made to find extramural funding for two or more issues of Current annually. (Annual, 2004)

SOP-9.

The NMEA Grants Policy (Attachment A) shall be followed for deciding whether to provide a letter of endorsement to a proposed project or to pursue a funding opportunity as the lead organization in a proposed project. The budget for any grant proposal will include administrative indirect costs of up to 12% as allowed by the granting agency. (Mid-year 2006)

SOP-10

Any chapter planning to host an NMEA conference should complete the Proposal to Host an NMEA Annual Conference form and submit to Conference Committee chair. In addition, the host chapter should take into consideration the recommendations listed in the attached document (Attachment B). (Annual 2006)

SOP-11.

The use of the questions concerning the composition of membership relative to formal and informal education, scientists, and others shall be incorporated into the Annual Conference registration form, the membership brochure, the online membership form, and the Conference Guidebook (Cookbook). And, these questions will be provided to chapters for their use. The questions were developed by President-Elect, Lynn Whitley and the Chapter Representatives in 2007. (Mid-year 2007)

SOP-12.

The Honorary Membership Committee, under the leadership of the immediate Past-President, and including (but not limited to) other past-presidents, shall receive nominations, conduct any necessary background research, and make recommendations (positive, negative, or neutral) to the Board as to the qualifications of each Honorary Membership candidate. The Board shall be free to accept or reject the recommendations of the committee, and in any event, the Board shall consider and vote upon each nomination as provided in Article III, Section vii of the By-Laws. (New Board Meeting 2007)

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Attachment A NMEA Grants Policy This policy describes the protocol for the development and submission of proposals in which NMEA is a partner. This policy applies to all NMEA members. The process and criteria for NMEA providing letters of support to other organizations’ proposals are summarized below. External Requests for NMEA Support Requests for NMEA support (whether in-kind or actual) should be submitted to the Grants Committee Chair and the NMEA President no less than 10 working days from when a decision is needed by a proposer; proposals requiring less time for deliberation may not be addressed unless time allows it. The President and Grants Committee Chair will review proposals first and then if they deem the effort worthy of pursuing, using the rubric below, the proposal is forwarded to the members of the Executive Committee for a final decision. Should the Executive Committee decide that NMEA’s endorsement is warranted/desired, the President will write a letter in support after seeing the final version of the proposal for which its endorsement is sought prior to submission. If endorsement is denied, the President will communicate this to the requestor in writing or by email. The following rubric should be used for deciding whether to provide a letter of support for any proposal (however small or large):  Is the PI known to NMEA? If not, what are their credentials and success rates for funding?  Do the PI’s credentials include expertise in science education?  Does the budget reflect accurately NMEA costs (even if being provided in-kind)?  Does the project help NMEA meet its goals?  Is there adequate staff to manage the project?  Does the project have an adequate evaluation plan?  Are the projected costs to NMEA matched by the anticipated benefits that NMEA members will receive?  Will NMEA retain the right to review and approve the use of its logo on all products or materials that will result from the proposed project? Proposals with NMEA as Lead or co-Lead For NMEA members who may wish to develop proposals in which NMEA is the institutional lead or colead, a brief (2-3 page) project description should be submitted to the President and Grants Committee Chair and then forwarded to the Executive Committee members for a decision. Proposed projects requiring significant NMEA participation, except for the publication of special issues of Current, should be submitted to the NMEA President and Grants Committee Chair no less than 30 days prior to the due date of the full proposal. The decision for NMEA to play a significant role in a proposed project (i.e., as institutional lead or colead) should follow the rubric that includes these evaluative questions:  Does the project help NMEA meet its goals?  Is there adequate staff to manage the project?  Does the project have an adequate evaluation plan? 6

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    

Are the projected costs to NMEA matched by the anticipated benefits that NMEA members will receive? What are the credentials with respect to science education of the individual PI who will lead or co-lead the project on behalf of NMEA? What is the success rate for funding for the individual PI who will lead or co-lead the project on behalf of NMEA? Does the budget reflect accurately NMEA costs (even if being provided in-kind)? Will NMEA retain the right to review and approve the use of its logo on all products or materials that will result from the proposed project?

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Attachment B NMEA Chapter Considerations for Hosting an NMEA Conference 1. Consider ease by which conference attendees can reach the host site via air or car. 2. Consider who your fiscal agent will be, the role your fiscal agent will play, and make sure they are fully prepared to handle conference finances and reporting requirements. Consider using a budget similar to the example included here (Note: Figures used in the example budget are only estimates and are to be used as an example only). Consider whether or not conference insurance is needed. 3. Consider the role that the conference host would need the NMEA National Office to play in the conference, i.e. will the Office be handling conference registration? 4. Conference hosts should make every attempt not to extend the conference over two work weeks and concurrent sessions should not extend more than three days. Pre- or post-conference workshops and field trips should receive particular consideration in this decision, as they are components of all meetings and can lengthen the conference when placement of these events causes conference attendees to stay extended periods of time when these events may not be of interest and/or open to all those attending. In addition, the following events are standing components of all NMEA conferences and need to be configured into the conference schedule:  Long Range Planning Meeting (takes place before the NMEA Board Meeting)  Finance Committee Meeting (takes place before the NMEA Board Meeting)  NMEA Board Meeting (takes place before the official start of the conference)  Board Dinner (usually takes place the night after the NMEA Board meeting)  New NMEA Board Meeting (takes place towards the end of the conference, but not on the last day of the conference)  Past Presidents’ Circle Meeting (usually takes an hour)  NMEA Committee Meetings (each of the NMEA Committees will need a place to meet during the conference for at least 1 ½ hours).  NMEA Chapter Meetings (each NMEA Chapter meets during the conference for an hour).  NMEA Business Meeting (includes Conference ‘Teaser’ for next year’s upcoming conference) and NMEA Awards Celebration  Sea Grant Workshop (a day-long workshop typically held at NMEA Annual Conferences by SG Educators) 5. Consider number of rooms available for breakout concurrent sessions and number of rooms available for large groups, including the entire group of conference attendees (for Conference Announcements, Keynote Address and Special Symposia, the Business Meeting, Awards Celebration, Auction, and other events). 6. Consider placement in overall conference agenda and location of Committee Meetings and Chapter Meetings so as to enable as many NMEA members to participate as are interested. 7. Consider whether or not the conference host has access to dorm space and hotels near the proposed conference site and easy access to inexpensive meals. 8. Consider environmentally-friendly practices, i.e., recycling, paper versus plastic. 9. Consider using the Standard Conference Registration Form and Conference Program (as they become available) and how you will advertise the conference to others outside of the NMEA membership. Consider media contacts. 8

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10. Consider a cap on registration fees, and attempt, when possible to keep them close to approximately $350 for full conference registration. 11. Consider that a representative will need to attend the NMEA Executive Committee meeting held in the winter prior to the annual summer conference.

Proposal to Host an NMEA Annual Conference

A. Proposed Host Organization:_________________________________________________ Street Address: _______________________________________________ City: _______________________________

State:_____Zip: __________

B. Contact Person: _____________________________________________ Street Address : _______________________________________________ City: _______________________________ State:_____Zip:___________ Business Telephone:__________________ Home Telephone:___________ Fax: :__________________ e-mail Address: ________________________________________________

C. Proposed Chairperson(s): ______________________________________ Proposed Co-hosts/Co-sponsors: __________________________________ Proposed Site and Description:____________________________________ _____________________________________________________________ _____________________________________________________________ _____________________________________________________________

D. Capacity (# persons): _______________________________________________

E. Logistical Support: Food and Catering, Lodging, A/V Services, Transportation, Keynote Speakers, Entertainment (describe in full)

F. Fiscal Agent and Responsible Party: __________________________________________

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G. When does the Host Chapter plan to present its proposal to the NMEA Board? Mid-year NMEA Board Meeting

Year____________

NMEA Annual Board Meeting

Year ___________

Please send completed form to: Conference Committee Chair Justine Glynn Gulf of Maine Research Institute 350 Commercial Street Portland, ME 04101 Email: [email protected] Phone: 207-228-1627 (office); 207-228-1626 (voice mail) Fax: 207-772-6855

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Suggested Budget Format for an NMEA Conference Income NMEA Registration fees (based on 275 participants@ $300 Interest Other (list donations, grants, etc.) Approximate Total

Expenses Marketing/Publicity Publications Mailing Costs Copying Clerical Costs Room/Building Rental Liability Insurance Field Trip Costs Food/Lodging Speakers Fees Audio-Visual Expenses Other

Repayment of the Board's seed money

6,000 82,500 ? ? 88,500

1,500 10,000 4,000 2,000 1,500 2,500 300 3,500 30,000 2,000 2,000 3,000 61,300 6,000 67,300

Note: These amounts are only approximations. They do not include payment for conference coordination by an institution. Cost estimates based on 1996 figures).

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Attachment C So you want to be a Chapter of NMEA? Things to consider before applying for Chapter status… A. What does it mean to be a Chapter of NMEA? A Chapter of NMEA is a group of like-minded marine and aquatic educators, scientists, and professionals who share the mission of the National Marine Educators Association to “make known the world of water, both fresh and salt.” A Chapter is a formal, professional, nonprofit* organization run by a Board of Directors and supported by an active and engaged membership. At a minimum, a Chapter’s Board should include: 1. President 2. Secretary 3. Treasurer 4. Membership Chair Every Chapter must also have a Chapter Representative that serves as a voting member of the NMEA Board. This Rep may be the President or may hold a separate Board position. Depending on the size of the area served, Chapters may also create Regional Officers to enhance the communication and functioning of the organization. Chapters provide resources, professional development, and professional networking opportunities to their members. They create meetings, workshops, conferences, and communication tools that support and improve the state of marine and aquatic education in their region. Please see the relevant excerpt pertaining to Chapters from NMEA’s Bylaws in Appendix A. * All NMEA Chapters must function as nonprofit organizations as defined under the provisions of Chapter 501(c)(3) of the United States Internal Revenue Service Code. NMEA recognizes that not all potential Chapters (e.g., Chapters with international membership) will be eligible to apply for official designation. For more information: http://1.usa.gov/uA8G11 B. Why do you want to start a Chapter? What might you hope to accomplish? Although there is a social component to Chapter activities, a Chapter is not a social club. A group interested in forming a new Chapter of NMEA should identify a specific need or set of needs in marine and aquatic education in their region that can best be addressed by the formation of a new Chapter. For example, are the education standards in your state woefully lacking in ocean science content? Do the educators in your area need professional development opportunities in marine science? These or other needs might form the foundation for justifying the formation of a new Chapter. C. Is there a Chapter already established nearby that might include your group? Several Chapters cover more than a single state within their service area. Great Lakes Aquatic and Marine Educators (GLEAMS) includes seven Midwestern states. The Northwest Aquatic and Marine Educators (NAME) includes three. Is there a Chapter in a neighboring state that your group might join? If you do not feel you have the critical mass for forming a new Chapter, or, if the issues and challenges you face are similar, this may be a good option. D. Do you have the resources and interest to sustain a Chapter? Make no mistake, running a Chapter takes passion, dedication, energy, and time. Many groups have the first three in buckets, but can’t squeeze out enough of that most important fourth ingredient. To create and sustain a Chapter, you should be sure you have the commitment of 10-12 dedicated educators to serve in leadership positions during your formative years. These individuals must be willing to dedicate the time and resources necessary to meet multiple times every year, in a variety of locations. These Revised: 12/4/12 12 Typing edits: 2/13/08

individuals should have the support of their schools or organizations.Creating a new Chapter will also require a commitment of resources. Meetings, mailings, travel, web hosting, etc. will all require some level of funding. This could be generated through initial fundraising efforts, donated by partner organizations, or requested in-kind. The primary sources of funding for most Chapters are memberships and conferences, but these pools will not be available to you initially. Finally, will you have sufficient interest from educators in your area to support a Chapter and its activities? To answer this question, you may consider making a presentation at a like-minded organization’s regional conference, or conducting a needs assessment survey.

Make sure these elements are in place before moving forward… 1. People to sit in officers’ seats This means a minimum of four people (see A above) willing to commit time to the process over a two-year period. 2. Ability (resources) to attend NMEA Board meetings, Annual Conference The individual serving the role of Chapter Representative should be available to participate in two NMEA Board meetings and four conference calls per year. The one-day NMEA Mid-Year Board meeting is held at the National Science Teachers Association national conference (usually in March); the one-day NMEA Annual Board Meeting is held at the beginning of each annual NMEA conference, usually in late June, July, or early August. 3. Seed funds Your seed funding should be sufficient to cover the cost of an organizational summit (see below), initial communications (mailings, web hosting), with possibly some support for officer travel. The amount of initial funding will vary with the scope of your proposed organization. Your seed funding may come in the form of committed in-kind contributions by participating organizations and cooperating businesses.

If you have decided that starting a new Chapter is the best option and you are ready to start the process… Contact the NMEA Office The first step is to contact the National Office to notify them of your intention to found a new marine/aquatic organization with the ultimate goal to become a regional Chapter of NMEA, and schedule an appointment with President Elect to discuss your group’s readiness to start the process and NMEA’s readiness to accept new Chapters. You can contact the National Office through http://www.marine-ed.org. If the decision is made to move forward, NMEA will assign a Mentor Chapter to help guide you through the process. Hold an organizational summit Once you have the green light, invite a group of interested marine/aquatic educators to hold an organizational summit. During this meeting, you will write your bylaws and articles of incorporation. You will also select an initial slate of officers to include: 1. President 2. Secretary 3. Treasurer 4. Membership Coordinator In Appendix B, you will find a sample agenda for your summit. Appendix C contains important sample documents (e.g., sample by-laws, articles of incorporation, etc.) You will find job descriptions for each position included in the sample by-laws document in Appendix C. Your organization may (and probably should) choose to modify these descriptions to fit your situation. You may also consider Board members at-large, regional directors, editor/community manager, or other relevant Board positions. Your Revised: 12/6/07 Typing edits: 2/13/08

organization will eventually also need an NMEA Representative, though this spot could be filled initially by the President. These positions should be two-year appointments to see the set-up of a new Chapter through to conclusion. At this initial gathering, your group should also set goals to include: 1. Regular Board meetings (advise: quarterly). These could be a combination of face-to-face and phone/Web meetings. 2. Planned attendance of NMEA Board meetings and conference calls (including the annual conference). 3. Recruitment targets (including a goal for a percentage of membership also in NMEA). 4. A conference, meeting, or workshop of some scale on the anniversary of your organizational summit. 5. The potential to host a national conference within 10 years. 6. The creation of some kind of communication strategy…newsletters, web site, social media. Application for Chapter status After two years as a successful independent organization, your group may be eligible to apply for full Chapter status with NMEA if the following conditions have been met: 1. Full slate of officers has been established and maintained. 2. Organizational summit goals 1-6 (above) have been met. If the above conditions have been met, your Chapter may fill out the Chapter application packet in Appendix D and submit it with the required attachments to the NMEA National Office. Your application will be reviewed by NMEA’s Chapters Committee and either returned for action or provisionally accepted pending a presentation and full vote of the Board at either the mid-year or annual meeting. After acceptance, new Chapters will undergo a period of probation lasting up to two years. Probationary status will be assessed annually during the established annual Chapter review conducted by the NMEA Board pursuant to the organization’s Bylaws. After two years of probation, the NMEA Board may, at its discretion, elect to disband or merge a new Chapter if the Chapter is unable to demonstrate an ability to: 1. Maintain a full slate of officers 2. Maintain communication with its members 3. Display good attendance at required NMEA Board activities 4. Maintain a stable membership

If a new Chapter is not the best solution… There are other options for obtaining comparable networking and professional development benefits… 1. Join an existing NMEA Chapter (see C above). 2. Join another local network. In addition to your NMEA membership, you may consider joining a like-minded professional organization with a local network. North American Association of Environmental Educators (NAAEE) – has affiliate network

http://eelink.net/pages/NAAEE+Affiliates+Network National Association for Interpretation (NAI) – has a regional network

http://www.interpnet.com/about_nai/regions_sections.shtml National Science Teachers Association (NSTA) – has state chapter network

http://www.nsta.org/about/collaboration/chapters/ 14

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Audubon Society -has many local chapters

http://vwwv.audubon.org/search-by-zip Master Naturalists- There are Master Naturalist training programs throughout the country. This link lists many of them, but an Internet search may be the easiest way to find a local program.

http://vwwv.uwex.edu/ces/csreesvolmon/VolunteerMonPrograms/MasterNaturalistProgr ams.html

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Appendix A Excerpt from NMEA’s Bylaws (pages 10-12) To read the By-Laws and other NMEA documents in full, please visit http://www.marine-ed.org/office. ARTICLE VII. CHAPTER PRESIDENT. Section 1. CHAPTER PRESIDENT'S DUTIES. The Chapter President is responsible for: 1) providing the President-elect, Membership Secretary and Editor with the name and address of the newly elected Chapter Representative to sit on the Association Board; 2) providing documentation to the Association regarding eligibility for Chapter status; 3) providing upon request by the Association President for review Chapter membership scrolls, budgets, Constitution and description of activities; and 4) forwarding to each Chapter Representative nominee the duties of that office. ARTICLE VIII. CHAPTER REPRESENTATIVE. Section 1. CHAPTER REPRESENTATIVE'S DUTIES. The Chapter Representative is responsible for: 1) representing the interests of their Chapter to the Association and for insuring the regular flow of information between the Chapter and the Association; 2) serving on the Standing Committee on Chapters and recommending guidelines for the relationship between the Association and its Chapters; 3) meeting with Committee on Chapters at least once per year at the annual meeting and reporting to Association members at the annual meeting on Committee plans, activities, and concerns; 4) submitting to the Chair of the Committee on Chapters twice per year (by 1 February and 1 June ) a report of Chapter activities and concerns to be summarized and presented as an overview of the Chapters by the Chair to the Board at the mid-year and annual meetings; 5) presenting a brief summary of Chapter activities to the Board at the annual meeting; 6) sharing with other Chapter Representatives ideas and advice regarding successful Chapter activities, functions, and fund raising efforts; 7) establishing procedures and recommendations for the manner in which Chapters should elect their Representatives in the future; 8) communicating with Chapter members via Chapter newsletter, and/or reports at Chapter meetings on recommendations from the Board as to how the Chapter can support the Association goal, and vice-versa, and relevant Association decisions, resolutions and election results; 9) mailing the Chapter newsletter to all other Chapter Representatives and for reviewing other Chapters' newsletters and communicating relevant information from them to Chapter members; and 10) sending timely quarterly reports to NMEA News Editor. Section 2. SELECTION AND TERM. One Chapter Representative is elected from the membership of each chapter and serves as a voting member of the Board. ARTICLE IX. CHAPTERS. Section 1. DESIGNATION. Regional and local organizations may be designated as Chapters of the Association by the Board. Section 2. QUALIFICATIONS. Chapters may be any active non-profit organization with a significant number of members and shall comply with Chapter 501(c)(3) of the United States Internal Revenue Service Code of 1954 and shall support the purposes of the Association, Article I of these By-Laws. Section 3. PERIODIC REVIEW. The constitution, by-laws, current membership list, and other records of the Chapter shall be available for periodic review at the request of the Association Board. Section 4. DUES. Chapters may assess local dues upon their members. Section 5. STANDING COMMITTEE. A Standing Committee on Chapters shall be established by the Board which shall include a representative from each chapter and such members as are designated by the President of the Association. This committee shall recommend guidelines for the relationship between the Association and its Chapters. These guidelines shall be subjected to approval by the Board of the Association. 16

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Section 6. STATUS. Chapter status may be revoked for any cause by a vote of two-thirds (2/3) of the Board present at two consecutive Board meetings. Section 7. NMEA'S BOARD. Each Chapter shall have one (1) position on the Association's Board. Chapter Representatives are in addition to the number of other Board members elected at-large by the Association's membership as set forth in Article IV, Section 1. Section 8. NOTIFICATION. The Chapter President will provide the Association President and Membership Secretary with the name and address of the newly elected Chapter Representative in writing prior to the beginning of the Chapter Representative's term of office. The Chapter Representative may not participate as a Board member in the absence of such notification.

Revised: 12/6/07 Typing edits: 2/13/08

Appendix B Sample Agenda for an Organizational Summit To be conducted over 1-2 days. 1. Introductions of attendees 2. Review of NMEA Presented by an active member of the organization, an NMEA Board member, or a member of your Mentor Chapter 3. Review of Chapter requirements Presented by the summit organizers, an NMEA Board member, or a member of your Mentor Chapter 4. Vote to proceed 5. Open discussion to establish organizational structure 6. Brainstorming session/discussion to create Mission, short-term goals 7. Break-out groups to draft By-Laws and Articles of Incorporation 8. Open call for nominations of officers 9. Approval of initial slate of officers and organizational documents 10. Establish action plan/next steps

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Appendix C Sample Documents 1. Florida Marine Science Educators Association (FMSEA) By-Laws (includes job descriptions for Board positions) 2. FMSEA Articles of Incorporation 3. FMSEA Membership Form 4. FMSEA Board Meeting Agenda Web site reference: http://www.fmsea.org 5. Mid-Atlantic Marine Educators Association (MAMEA) By-Laws 6. MAMEA Board Officer's Duties 7. MAMEA Membership Brochure 8. MAMEA “Standing Rules” Web site reference: http://www.mamea.org

Revised: 12/6/07 Typing edits: 2/13/08

BY- LAWS FLORIDA MARINE SCIENCE EDUCATORS ASSOCIATION INC (A Corporation Not-For-Profit) PREAMBLE: This Corporation, Florida Marine Science Educators Association, shall be governed by its Articles of Incorporation as certified by the State of Florida, and may use “FMSEA” as its official name on any and all documents.

Definitions Annual Meeting: The annual meeting for the corporation shall take place during the Annual Conference Directors: Body of elected or appointed members who jointly oversee the activities of the organization. Members: Individuals listed in the membership roles of the organization that have fulfilled all financial obligations to FMSEA Officers: Members of the Board of Directors, elected or appointed by the Board, holding the positions of President, President Elect, Secretary, Membership Secretary and Treasurer Proxy: A person authorized to act for another for the purposed of attendance or voting. Written Communications: Shall be defined as mail, facsimile or email. .

ARTICLE I Officers The principal office of the corporation shall be established and maintained as designated in the Articles of Incorporation. The corporation may also have offices at such other places within or without the State of Florida as the Board of Directors (hereinafter, “Board”) may from time to time establish.

ARTICLE II Members 1. Place of Meetings. Meetings of the Members of the FMSEA shall be held at such place within or without the State of Florida as the Board shall authorize. 2. Annual Meeting. The annual meeting of Members shall be held during the Annual Conference with the Board establishing the day or days of the meeting. 3. Special Meetings. Special meetings of the Members may be called by the Board or by the President via written communication to Members. A meeting requested by the Members shall be called for a date not less than ten nor more than one hundred twenty days after a request is made. The Secretary shall issue the call for the meeting unless the President, Board or Members shall designate another to make said call. 4. Notice of Meetings. Written communication of each meeting of Members shall state the purpose of the meeting and the time and place of the meeting. Notice shall be mailed to each voting member at his last address as it appears on the records of the corporation, not less than ten nor more than sixty days before the date set for such meeting. Such notice shall be sufficient for the meeting and any adjournment thereof. 5. Record Date. The Board may fix a record date not more than sixty days prior to the date set for a meeting of Members as the date of which the Members of record who have the right to and are entitled to notice of and to vote at such meeting and any adjournment thereof shall be determined.

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6. Voting. Every Member shall be entitled at each meeting and upon each proposal presented at each meeting to one vote in his name on the books of the corporation on the record date as fixed by the Board. If no record date was fixed, on the date of the meeting the book of records of Members shall be produced at the meeting upon the request of any Member. Upon the demand of any Member, the vote for Directors and the vote upon any question before the meeting shall be by ballot collected via written communication. All elections for Directors shall be decided by plurality vote; all other questions shall be decided by majority vote. 7. Quorum. The presence, in person or by proxy of 10% of the current membership entitled to vote shall constitute a quorum. 8. Membership List. After fixing a record date for a meeting, the corporation shall prepare an alphabetical list of the names of all its Members who are entitled to notice of a Membership meeting. This list shall be available for inspection by any Member on the day of the meeting. 10. Committees. As required by the Board of Directors or by the President of the Corporation, committees may, from time to time, be developed to address issues brought forth by the Board, the President, or a Member of the Corporation. Any Member, voting or non-voting, may be chosen, at the discretion of the Board of Directors or the President of the Corporation, to serve on said committee.

ARTICLE III Directors 1. Board of Directors. The business of the Corporation shall be managed and its corporate powers exercised by a Board of Directors (hereinafter, “Directors”) each of whom shall be of full age. It shall be necessary for Directors to be Members. The Board shall consist of seven officers ( President, PresidentElect, Secretary, Membership Secretary, Treasurer, the immediate past-President, and National Marine Educators Association (NMEA) representative), Regional Directors and the following appointed, nonvoting Board Members; the editor of the FMSEA journal (The Littoral Drift, or any successor journal), webmaster and historian. 2. Election of Directors. Directors shall be elected at the annual meeting of the Members and each Director shall hold office until his successor has been elected and qualified, or until the Director’s prior resignation or removal. 3. Duties. The Duties of the members of the board shall be outlined in the Standard Operating Procedures of the Corporation and updated as the Board deems necessary. 4. Vacancies. If the office of any Director, member of a committee or other office becomes vacant, the remaining Directors in office, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until a successor shall be duly chosen. 5. Newly Created Directorships. The number of voting Directors may be changed by amendment of the By-Laws by the affirmative vote of a majority of the Directors, though less than a quorum, or by the affirmative vote of a majority in interest of the Members, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional Directors may be chosen at such meeting to hold office until the next annual election and their successors are elected and qualify. 6. Resignation. A Director may resign at any time by written communication to the Board, the President or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective. 2

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7. Attendance. Each Director is required to attend all Meetings of the Board of Directors. Due to extenuating circumstances, the President may excuse a Director from attendance. Excused absences can not exceed one meeting per year. 8. Quorum of Directors. A majority of the voting Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting until a quorum is obtained and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. 9. Place and Time of Board Meetings. The Board may hold its meetings at such other places either within or without the State of Florida as it may from time to time determine. 10. Regular Annual Meeting. A regular meeting of the Board shall be held during the Annual Conference of the Members at the place of such Annual Conference of Members. 11. Notice of Meeting of the Board. Regular meetings of the Board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the Board shall be held upon notice to the Directors and may be called by the President upon three days notice to each Director either personally or written communication; special meetings shall be called by the President or by the Secretary in a like manner on written request by two Directors. 12. Executive and other Committees. The Board, by resolution, may designate two or more members to one or more committees, which, to the extent provided in said resolution of the current Standard Operating Procedures, may exercise the powers of the Board in the management of the business of the corporation. At least one Director will be a member of each Committee established. 13. Compensation. No compensation shall be paid to Directors, as such for their services, but by resolution of the Board, for any expenses for actual attendance, at each regular or special meeting of the Board may be authorized. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore. 14. Membership Dues. The Board, from time to time and by resolution, may establish the dues for all types of members for the upcoming fiscal period.

ARTICLE IV Officers 1. Officers, Election and Term. a. Any officer elected by the membership or appointed by the Board may be removed by the Board if not fulfilling their duties as outlined by the By-laws and Standard Operating Procedures. b. In the event of death, resignation or removal of an officer, the Board in its discretion, may elect or appoint a successor to fill the unexpired term. c. The same person may hold any two or more offices. 2. President. The President is the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of the President of the corporation. The President shall, in addition: a. Preside at all meetings and be the official representative of FMSEA b. Serve as a member and Chairperson of the Board of Directors c. Exert leadership effecting purposes of FMSEA and fulfilling directives of the Board of Directors. d. Appoint committees and designate the chairperson of said committees. e. Serve as ex-officio member of all committees f. Promote membership in FMSEA

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g.

Any additional duties as outlined by the Standard Operating Procedures

3. President- Elect. During the absence or disability of the President, the President-Elect shall have all powers and functions of the President. In addition, the President-Elect shall: a. Succeed the President at the close of the annual meeting following the election of a successor b. Serve as a member of the Board of Directors c. Any additional duties as outlined by the Standard Operating Procedures 4. Secretary. During the absence or disability of the President and the President-Elect, the Secretary shall, at the bequest of the Board, function as the President. a. The Secretary shall attend all meetings of the Board and of the Members, record and document all votes and minutes of all proceedings, give cause to be given notice of all meetings of Members and of meetings and special meetings of the Board b. Serve as a member of the Board of Directors c. Promote membership in FMSEA d. Update the Standard Operating Procedures as directed by the Board of Directors e. Any additional duties as outlined by the Standard Operating Procedures 5. Membership Secretary. During the absence or disability of the Secretary, the membership Secretary shall have all the powers and functions of the Secretary. In addition, the Membership Secretary shall: a. Maintain an accurate membership roster of current and past members including names and addresses of each member b. Prepare or cause to be prepared and available at each meeting of Members a certified list in alphabetical order of the names of members entitled to vote thereat c. Promote membership in FMSEA d. Serve as a member of the Board of Directors e. Any additional duties as outlined by the Standard Operating Procedures 6. Treasurer. The Treasurer is the chief financial officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of the Treasurer of the Corporation. The Treasurer shall, in addition: a. Have custody of the corporate funds and securities, keep full and accurate accounts or receipts and disbursements in the corporate books b. Deposit all money and other valuables in the name and of the credit of the Corporation in such depositories as may be designated by the Board. c. Disburse funds of the corporation as may be ordered or authorized by the Board and preserve proper vouchers for such disbursements. d. Render to the President and Board at the regular meetings of the Board, or whenever they require it, an account of all transactions made as Treasurer and of the financial condition of the corporation. e. The Treasurer shall also render a full financial report at the annual meeting of Members if so requested. f. Promote membership in FMSEA g. Serve as a member of the Board of Directors h. Any additional duties as outlined by the Standard Operating Procedures The Treasurer may also request and shall be furnished by all corporate officers and agents with such reports and statements as he may require as to all financial transactions of the corporation, and perform such other duties as are designated by the Standard Operating Procedures or as from time to time are assigned by the Board. 7. National Marine Educators Association Representative. The NMEA Representative will serve as the communications liaison between NMEA and the Corporation. In addition, the NMEA Representative shall: a. Shall assume all of the responsibilities of the position as required by the Bylaws of the NMEA. b. Promote membership in FMSEA Revised: 12/4/12 4 Typing edits: 2/13/08

c. d.

Serve as a member of the Board of Directors Any additional duties as outlined by the Standard Operating Procedures

8. Tenure of Officers. The office of the President and President-Elect shall commence with the close of the member’s annual meeting and shall terminate with the close of the subsequent Member’s annual meeting. The office of the Secretary shall be two years from the close of the Member’s annual meeting. The office of the Treasurer, Membership Secretary, and NMEA Representative shall be three years from the close of the Member’s annual meeting.

ARTICLE V Regional Directors 1. Regional Directors. Regional Directors shall be elected from the Members-at-large, one from each of the Regions the boundaries of which are outlined in the Standard Operating Procedures. The initial regions will be designated as follows: North West Central Panhandle

Northeast Southwest

East Central Southeast

2. Election and Term of Regional Directors. Regional Directors shall be elected at the annual meeting of Members and each Regional Director elected shall hold his office until his successor has been elected and qualified, or until the Regional Director’s prior resignation or removal. The term of the Regional Director shall be two years commencing at the close of the Annual Meeting. Elections of Regional Directors shall be staggered such that a minimum of three new Regional Directors are caused to be elected at each Annual Meeting thereby providing an overlap of Members functioning as senior and junior Regional Directors. 3. Regional Directors. Corporation: a. b. c. d. e. f.

Shall represent their respective Region to the Board and Members of the

Promote new membership in FMSEA Submit Regional reports and articles suitable for publication in the FMSEA journal Provide Regional workshops for the respective Regional members. Provide a means by which Regional Members can network and exchange ideas Serve as a member of the Board of Directors Any other duties as may be prescribed by Standard Operating Procedures

4. Proxies. Regional directors may send another FMSEA Member to one Board meeting per year.

ARTICLE VI Appointed Board Members The Board shall include three appointed, non-voting Board members; the Editor of the FMSEA journal (The Littoral Drift, or any successor journal), Webmaster and Historian. 1. Appointment and Term. The editor of the FMSEA journal, webmaster and historian, shall be appointed by the Board of Directors from the Members at large to serve a term three consecutive years.

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2. Vacancies. If the office of the Editor, Webmaster or Historian becomes vacant, the remaining Board of Directors in office, by a majority vote, may appoint any qualified Member to fill such vacancy, who shall hold office for the unexpired term and until a successor shall be duly chosen. 3. Removal of Editor. The Editor, Webmaster, or Historian may be removed from office with or without cause by a vote of a majority of the Board. 4. Resignation. The Editor, Webmaster, or Historian may resign at any time by written communication to the Board, the President, or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective. 5. Attendance. The Editor, Webmaster, and Historian shall attend all meetings of the Board of Directors as seen necessary according to the meeting agenda.

ARTICLE VII Nominations and Elections The election of officers and the Board of Directors shall be administered from a nominating committee. The President-Elect or his designee shall chair this committee. The nominating committee shall request nominations from the membership. Prior to the election, the nominating committee shall name all candidates for each elective office. In order to be eligible for office all nominees must be Members in good standing. At the annual meeting the Members shall elect Officers and Regional Directors as described herein.

ARTICLE VIII Affiliates FMSEA may associate or affiliate with any other organization(s) that qualify under Section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law).

ARTICLE IX Execution of Instruments All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person as the Board may from time to time designate. All checks, drafts or other order for payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board.

ARTICLE X Fiscal Year The fiscal year shall begin on July 1st of each year and end on June 30 of the following year.

ARTICLE XI 6

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Notice and Waiver of Notice

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1. Sufficiency of Notice. Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing same in a United States Postal Service post office mail collecting container in a sealed postage-paid wrapper, addressed to the person entitled thereto at the last known post office address, and such notice shall be deemed to have been given on the day of such mailing. Members not entitled to vote shall not be entitled to receive notice of any meeting except where otherwise provide by statute. 2. Waivers. Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of any law or under the provisions of the Articles of Incorporation of the corporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE XII Construction Whenever a conflict arises between the language of the By-Laws and the Articles of Incorporation, the Articles of Incorporation shall govern.

ARTICLE XIII Amendments FMSEA reserves the right to amend, alter, change or repeal any provision contained in these By-Laws, or in any amendment hereto, or to add any provision to these Articles of Incorporation or to any amendment hereto, in any manner now or hereafter prescribed or permitted by the provisions of any applicable stature of the State of Florida, provided that said amendments, alterations, changes or articles repealed dot not affect the not-for-profit status granted under IRS section 501(c)(3) and all rights conferred upon the membership in these Articles of Incorporation or any amendment hereto are granted subject to this reservation. The By-Laws may be amended, altered, changed or repealed at a special meeting of the membership called for that purpose, or at a regular meeting of the Membership provided proper notice has been made as specified in the By-Laws of the intention to amend, alter, change or repeal these By-Laws by a two-thirds (2/3) favorable vote of those voting Members present provided notice was made fourteen (14) days prior to the vote.

ARTICLE XIV Parliamentary Authority Robert’s Rules of Order, Newly revised, shall govern FMSEA in all cases.

ARTICLE XV Dissolution of the Corporation The Corporation may be dissolved by a three quarters (3/4) favorable vote of all the voting Members attending a duly constituted special meeting or annual meeting of the Corporation provided that the notice of the proposed dissolution, together with the full text thereof and the names and addresses of the proponent(s) was properly made at least sixty (60) days prior to the vote to dissolve the Corporation. In the event of dissolution or termination of the Corporation, title to and possession of all of the property of 8

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the Corporation shall pass forthwith to such organization dedicated to similar purposes and qualified for exemption under Section 501(c)(3) of the United States Internal Revenue Service Code of 1954, as amended, or under such successor provision of the Code as may be in effect at the time of the Corporation’s dissolution or termination, as the Board of the Corporation shall deem best qualified to carry on the function of the Corporation.

ARTICLE XVI Emergency By-Laws 1. Conduct of Business Without Meetings. Pursuant to Florida Statue 607.0207 the Corporation adopts the following By-Laws, which shall be effective only if a quorum of the Directors of the Corporation cannot be readily assembled because of some catastrophic event. 2. Calling a Meeting. In the event of such catastrophic event, any member of the Board shall be authorized to call a meeting of the Board. Such member calling and emergency meeting shall use any means of communication at their disposal to notify all other members of the Board of such meeting. 3. Quorum. Any one member of the Board shall constitute a quorum of the Board. The members of the Board meeting during such an emergency may select any person or persons as additional Board members, officers or agents of the Corporation. 4. Indemnification. The members of such emergency Board are authorized to utilize any means at their disposal to preserve and protect the assets of the corporation. Any action taken in good faith and acted upon in accordance with these By-Laws shall bind the corporation; and the corporation shall hold harmless any Director, officer, or agent who undertakes an action pursuant to these By-Laws. 5. Termination of Emergency By-Laws. the emergency period.

These emergency By-Laws shall not be effective at the end of

Florida Marine Science Educators Association By-Laws 9

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Al{TICLES OF Ir CORPORA'fiON OF FLORIDA lVIARINE SCIENCE EDUCATORS ASSOCIATION, INC. (A Corporation Not-For-Profit)

We, the undersigned, have associated ourselves together, and do hereby associate omselves together, for the purpose of becoming incorporated under tile laws of1l1e Staie ofFlmida as a corporation not-for-profit pursuant to the following Artjcles of Incorporation.

A.R.TICLE I Name The name of this corporation shall be the Florida Marine Science Educators Association. Inc. From hereon the name of the corporation may be abbreviated as FMSEA.

A..RTICLEI1f :Mission Statement The Mission of the Florida lv1arine Science Educators .1-\.ssociation, Inc. is to provide a. medium for til\exchange of ideas, infommtion and resources for the promotion a11.d betterment of marine education in Florida and to create a public avvareness of Flmida 's fragile coastiine tllmugh on-going education and connnunit-y involvement.

ARTICLE ill Purpose and Objectives ln keeping within the f:ra.ll.le-..vork established by !l1e IVtission Statement, Lllc plL.'"IJOSe of FIVISEA is to encourage ' or hereafter prescribed or pennitted hy the provisions of any applicable statute of the State of Florida. provided that said amendments, alterations, changes or a..ri.icles repealed do no!affect tl1e not-for-profit status granted under IRS section 50 I (c)(3) and all rights confened upon the membership in tliese /\nicles of h1corporation or any amendment hereto are granted subject to this reservation. The Articles of Incorporation may be amended, altered, changed or repealed at a special meeting of the membership called for Ulat pmvose, or at a regular meeting of the membership provided proper notice has been made as specified in the By-Lmvs ofthe intention to amend, alter, change or repeal these Articles of Incorporation by a three-quarter (3/4) favorable vote of those present

ARTICLE x\r llidemni.fication FMSEA shall indemnify a director or officer of the Corporation who was ·whoUy successful, on the merits or othenvise, in the defense of any proceeding to which the director or officer '''as a party because the director or officer is or was a director or officer of FlviSEA against reasonable atiomey fees and expenses incurred by the director or officer in cmmection ·with the proceeding. FMSEA may indemnii}' an individual made a pa.'1y to a proceeding because the individual is or was a director, officer or agent ofFMSEA against liability if authmized in the specific c..