Letter to the Membership of the Alaska Geological Society from the Board of Directors

 

Dear Members,

The purpose of the Alaska Geological Society as written in the original 1958 Bylaws is:

ARTICLE II.
PURPOSE

The purpose of this Corporation, hereinafter referred to as “the Society”, is to promote interest in and understanding of geology and the related earth sciences and to provide a common organization for those individuals interested in geology and the related earth sciences.

To this end, for many years, AGS has 1) distributed a newsletter that announces upcoming geoscience-related events, lectures, meetings, and volunteer opportunities like the science olympiad and judging of science fairs, 2) organized monthly geoscience lectures for the non-field season months of the year, 3) held annual technical conferences that alternate between Anchorage and Fairbanks to promote student involvement, 4) organized fieldtrips which were held annually until AAPG's insurance policy no longer covered field trips, and 5) distributed scholarships to deserving graduate and undergraduate students doing geology projects in Alaska.
At present, the Alaska Geological Society administers 2 scholarship funds: the AGS Scholarship, and the Don Richter Memorial Scholarship. In 2005, when AGS was approached by the Richter family to host a scholarship in Don's name, we discovered in our Bylaws that we are a 501c6 nonprofit, which means that no contributions to AGS are tax-deductible. A 501c6 is a nonprofit that advocates for political purposes, and since that is not our purpose or our practice -- we are focused on advancing the knowledge of Alaskan geology -- the AGS Board of Directors voted to change to a 501c3 nonprofit, which is a tax status that allows tax deductible contributions. The Board would like to have a 501c3 tax status so that we can grow our scholarship funds for 3 reasons: 1) to be able to receive tax-deductible contributions, and matching contributions from employers, 2) to increase the scholarship accounts to the point where they are self-sustaining, and 3) to increase the size of the scholarships we can afford to award. (At present, we have a annual budget that allows us to give awards in the $500 to $1000 range.)

The membership voted to make the change to a 501c3 nonprofit in December of 2004 by a voice vote, but the Board subsequently decided we should have an official ballot vote. The membership voted overwhelmingly for the change to a 501c3 by ballot in December 2008. In January 2009, we sent our application to change to a 501c3 to the IRS. IRS replied with a qualified rejection -- we need to add some specific language to our bylaws to meet the IRS requirements for 501c3 nonprofit tax status. We have now added this language to our Bylaws, and in this special edition of the newsletter, you can read the updated bylaws. We had the Foraker Group lawyers review our new 2009 Bylaws draft, and they suggested we add some language on conflict of interest and indemnification of Board members. The Board has deliberated for 3 months on the details of these changes, and has finally produced a long overdue update of the 1958 bylaws.

In a nutshell, the changes the Board has unanimously voted to make include:

  1. Addition of conflict of interest language in Article V Directors, Section 13, and in Article VI Officers, section 11.
  2. Addition of Article IX Indemnification, to protect members of the Alaska Geological Society from lawsuits against actions performed in good faith on behalf of the Society. This would include, for example, board members and field trip leaders.
  3. Updated definitions of AGS member and board meetings procedures, records management, duties of officers, board members, and committees, and fiscal management.
  4. A new Article XII defining the scholarships and the process by which they are awarded.
  5. The IRS-required changes, which include language in Articles V and VI, conflict of interest and the disposition of AGS funds with respect to AGS Board and committee members , language in Article XI Disposition of Assets, Article X, Fiscal Management, and in XII, the disposition of scholarship funds. The main concern of IRS is how AGS legally safeguards its funds to be spent only on the purposes for which they are intended.

To show you all the corrections we made line by line would be impossible in the newsletter venue -- but both sets of Bylaws area available on our website so that you can compare them if you wish to do so http://www.alaskageology.org/bylawschanges.htm .

Now it is your turn. The Membership must vote to Approve or Disapprove these amendments to the AGS bylaws in order for them to be adopted (or not). Please take the time to read through the 2009 Bylaws draft, determine whether you approve of them or not, and vote on the ballot included in this newsletter. If you have any questions, or would like a set of these mailed to you, please contact Sue Karl, Bylaws Committee chair, at 907-786-7428, or skarl@usgs.gov.

We, the Board, appreciate your time and attention to this matter.

May 2009

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