I. GOAL

The goal of the Ohio River Basin Consortium for Research and Education is to promote inter-institutional research and education in water-related concerns and other environmental issues in the Ohio River Basin.

II. OBJECTIVES

1. Establish an effective mechanism for coordinating inter-institutional research and education on environmental issues in the Ohio River Basin.

2. Stimulate new research directions and areas of research funding for Consortium members.

3. Identify areas that merit new research and support in the Ohio River Basin.

4. Encourage cooperation in research among Consortium members.

5. Establish and maintain an information base on environmental research and education in the Ohio River Basin.

6. Foster opportunities and respond to needs for multi-institutional research and education on various aspects of water-related environmental problems in the Ohio River Basin.

III. MEMBERSHIP

A. Requirements for Membership

Membership is open to non-profit institutions, for-profit corporations, government/public agencies, or individuals. The categories of membership and their terms and conditions are prescribed as follows:

1. Institutional Member – Open to any university or non-profit institution active in environmental research and/or education in the Ohio River Basin.

2. Corporate Member – Open to any for-profit corporation with a comprehensive environmental research program in the Ohio River Basin.

3. Individual Member – Open to any individual supporting the goal and objectives of the Consortium.

4. Cooperating Member – Open to any college, community college, government agency, or corporation active within the Ohio River Basin.

5. Corporate Sponsor – Any corporation active within the Ohio River Basin which supports the aims of the Consortium and wishes to be involved in an advisory or supportive role, but is may not be active in research or education and/or does not wish to share in the governance of the Consortium.

Application for membership in the Consortium is open to new members at any time during the year. Membership for new Institutional, Corporate or Cooperating Members, or Corporate Sponsors will be accepted by a unanimous vote for the Executive Committee and followed by ratification by majority vote of the Board of Trustee.

B. Benefits of Membership

1. Research and Education Mission

In pursuit of the Consortium objectives in cooperative research and/or educational activities, priority will be extended to Institutional Members. These activities include collaborative research projects, development and coordination of inter-institutional cooperative research proposals, and written recommendations or support for individual institutional research proposals.

2. Symposia, Workshops or other meetings

In pursuit of the Consortium objectives in educational and information dissemination of activities, priority will be extended to institutional members and corporate members/sponsors for hosting or sponsoring symposia, workshops or other meetings.

3. Governance

Institutional and Corporate Members shall have the major role in the affairs and governance of the Consortium as described in Article V of these By-Laws.

1. Registration, Publication or other fees

A reduction in registration, publication or other fees assessed by the Consortium will be extended to all members, as defined under Article III in the By-Laws, in contrast to the full price fees for other individuals, organizations or agencies.

I. MEMBERSHIP FEES

Annual fees for each membership category shall be established by the Board of Trustees. A participating member may withdraw from the Consortium at any time, giving ninety days prior notice to the Board of Trustees through the Executive Director.

II. BOARD OF TRUSTEES

The affairs of the Consortium will be managed by its Board of Trustees. The Board of Trustees will be made up of:

A. Three representatives from each Institutional or Corporate Member, two of whom will come from within its organization and one who will come from an outside organization. Each representative will have one vote.

B. One representative from each Cooperating Member, carrying one vote. The total number of representatives from this group is not to exceed one-fourth of the total number of members of the Board of Trustees. If the number of Cooperating Members exceeds this limitation, an election will be held by representatives of the Cooperating Members prior to a board of Trustees meeting to select representative Cooperating members to meet these limitations.

Sponsors and Individual Members do not have direct representation on the Board, although they may serve as outside representatives for Institutional or Corporate members.

Institutional, Corporate and Cooperating Members may appoint an alternative member to the Board. This alternate can vote in place of an absent representative Board member from his or her organization, and can serve on any committee.

For all matters in the conduct of business by the Board of Trustees requiring a vote, each Institutional and Corporate Member may cast all votes, described in Article V, paragraph (A) of the By-Laws via individual representatives or via proxy votes.

From its voting members the Board of Trustees will elect, by majority vote, a chair, a Secretary-Treasurer and four additional members to serve as an Executive Committee for terms of two years. The Chair will serve one year as Chair-elect followed by two years as Chair.

A quorum for the transaction of the regular business of the Board of Trustees shall consist of a simple majority of the entire Board.

The Board of Trustees will hold an annual meeting at a site approved by a majority vote.

III. EXECUTIVE COMMITTEE

The Executive Committee will be composed of six members elected by the Board of Trustees plus the Chair-elect, if any, as a non-voting observer. The Chair of the Board of Trustees will act as the Chair of the Executive Committee. When it becomes impossible for one of the elected members of the Executive Committee to complete the two-year term, the Executive Committee shall appoint an individual from the body of the Board of Trustees to complete the unexpired term.

The Executive Committee will meet at the call of its Chair. A majority of members must be present in person (or by telephone call) for the transaction of business. The Executive Committee will select, by unanimous vote, the Executive Director (see Article VII). The Executive Committee will select, by unanimous vote, the manner in which research proposals, awards, grants or contracts will be administered by the Consortium, and will oversee the activities of the Executive Director.

IV. EXECUTIVE DIRECTOR

The Executive Director shall be the chief operating officer of the Consortium and shall be responsible to the Board of Trustees through the Executive Committee. The Executive Director will conduct the day-to-day affairs of the Consortium with authority to execute legal documents for the Consortium.

The Executive Director shall prepare agendas for the annual meeting of the Board of Trustees and provide information to the Board members prior to the meeting.

With the approval of the Executive Committee, the Executive Director may hire additional staff as may be necessary to carry out the functions of the Consortium.

V. COMMITTEES

The Executive Committee will approve the establishment and membership of necessary committees and/or committee Chairs to carry out the functions of the Consortium. Recommendations for these committees can come from any of the Trustees or from the Executive Director.

VI. AMENDMENT OF BY-LAWS

No amendment of these By-Laws shall be valid except upon unanimous approval of the Executive Committee and the approval of the Board of Trustees through a majority vote.