ARTICLE I

NAME

The name of this organization shall be the DESERT FISHES COUNCIL, and shall be referred to as the Council in this document.

ARTICLE II

PURPOSE AND OBJECTIVES

Section 1. Purpose. Within the framework of an entity organized exclusively for charitable, educational and scientific purposes [including distributions to organizations that qualify as exempt organizations under section 501(c)(3 ) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law)], the Council exists to provide for exchange and transmittal of information on status, protection, and management of desert fishes and their associated ecosystems.

Section 2. Definition. For the purpose of this Council, the term "desert fishes" is intended to include any endemic fish or aquatic organism, be it species, subspecies, or race, that inhabits drainages of the North American deser ts (Basin and Range Province), and additional drainage areas and indigenous fishes as determined by the Council. These drainage areas are defined as, but not necessarily limited to: Bonneville; Interbasin (including White River); Death Valley; Oregon Lake s; Lahontan; Sonoran Desert-Mexico; Sonoran Desert-U.S. (including Gila River); Chihuahuan Desert-Mexico; Chihuahuan Desert-U.S. (New Mexico and Texas); Chihuahuan Desert-Isolated Basins; Lower Colorado; and Upper Colorado.

Section 3. Objective. To stimulate and support studies in all phases of life history, ecology, conservation, management, and related intrinsic values of desert fishes and their ecosystems, including studies of introduced or exoti c species that may be detrimental to desert fishes.

Section 4. Objective. To provide a clearing house of information among all agencies, organizations, and individuals professionally engaged in work on desert fishes through appointment of work committees, preparation of bibliograp hies and abstracts, and related methods, when desirable.

Section 5. Objective. To function in a professional advisory capacity, where appropriate, on questions involving conservation, management, and protection of desert fishes and their ecosystems, and to adopt such measures that will ensure continued survival of desert fishes and maintenance of their associated ecosystems in a natural state.

Section 6. Objective. To publish symposium proceedings and transactions of meetings so as to present current information on problems relating to conservation of desert fishes and their ecosystems, and to commend outstanding actio n by the public and professionally engaged individuals in supporting the purposes of the Council.

ARTICLE III

MEMBERSHIP

Any person or organization interested in or engaged in the management, protection, or scientific study of desert fishes and their ecosystems, or some related phase of desert fish conservation, shall be considered eligible for membership upon application.

ARTICLE IV

OFFICERS

The officers of the Council shall be a President, Executive Secretary, Proceedings Editor, Membership Secretary, Program Secretary, and Eco-Region Coordinator, whose duties are described in the Bylaws (Article II).

ARTICLE V

MANAGEMENT

The Council shall be governed by an Executive Committee.

MEETINGS

An Annual Meeting of the Council shall be held.

PUBLICATIONS

The Proceedings of the Desert Fishes Council shall be published annually.

ARCHIVE

A Desert Fishes Council archive shall be maintained at the University of Nevada-Las Vegas library.

TAX EXEMPT STATUS

The affairs of the Council shall at all times be managed in such a way as to preserve and safeguard its tax-exempt status. Specifically, no part of the net earnings of the Council shall inure to the benefit of, or be distributable to it s members, officers, or other private persons, except that the Council shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes and objectives set forth in Article II hereof. No substantial part of the activities of the Council shall be in promulgating propaganda, or otherwise attempting to influence legislation, and the Council shall not participate in, or intervene in (including the publishing or distribu tion of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Council shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes and objectives of the Council, as stated in Article II.

ARTICLE X

DISSOLUTION

Section 1. Dissolution Defined. The Desert Fishes Council shall be deemed dissolved after a two-thirds vote favoring dissolution by the attending membership at any Annual Meeting, and upon cessation of all administrative function s, provided, however, that in no event shall said administrative functions continue for a period in excess of six months from the date of the dissolution vote.

Section 2. Obligations Upon Dissolution. The Dissolution Committee shall, upon the dissolution of the Council, and after paying or making provision for the payment of all of the liabilities of the Council, dispose of all of the a ssets of the Council exclusively for the purposes and objectives of the Council in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Dissolution Committee shall determine. Any such asse ts not so disposed of shall be disposed of by the appropriate Court of the county in which the principal office of the Council is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which ar e organized and operated exclusively for such purposes.

ARTICLE XI

TAX EXEMPT STATUS--ADDENDUM

Notwithstanding any other provision of these Articles, the organization shall not carry on any other activities not permitted by (a) an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) or (b) an organization which receives deductible contributions under Section 170 (c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any futu re United States Internal Revenue law).

ARTICLE I

MEMBERSHIP

Section 1. Classes. The membership of the Council shall consist of the following classes: Student; Regular (foreign or domestic); Complimentary; Family; Sustaining; Life; and Patron.

Section 2. Application. Application for membership shall be transmitted in writing to the Membership Secretary on forms provided by the Council.

Section 3. Duration. Membership is on a calendar year basis.

Section 4. Benefits. Only members may present papers at the Annual Meeting, be appointed or nominated as Council officers, and be eligible for awards and assistance granted by the Council. Each membership class is entitled to rec eive a single copy of the annual Proceedings of the Desert Fishes Council.

ARTICLE II

OFFICERS AND COMMITTEES

Section 1. President. The President shall have general direction of the Council officers. The President shall appoint, with the assistance of the Executive Committee, Chairs of all Committees, and shall be an ex-officio member of all Committees. The President shall preside at meetings of the Executive Committee and Council.

Section 2. Executive Secretary. The Executive Secretary shall serve as general business manager and ombudsperson for the Council, and shall record the minutes of its meetings. Furthermore, the Executive Secretary shall be respons ible for receiving and disbursing all funds of the Council. A report concerning activities of this office, and an auditing of accounts during the preceding year, shall be made by the Executive Secretary to the Council at the Annual Business Meeting, and a t any time requested by the President. In the event the President cannot serve in the capacity designated, the Executive Secretary shall serve pro-tempore.

Section 3. Membership Secretary. It shall be the responsibility of the Membership Secretary to collect and account for all membership dues payments, and to maintain the membership directory and mailing database. The Membership Se cretary will provide data from the membership database to members and others, as approved by the Executive Committee, and will transmit membership dues to the Executive Secretary on an annual basis. The Membership Secretary will also provide a report to t he Executive Committee and to the Council during the Annual Business Meeting.

Section 4. Proceedings Editor. It shall be the responsibility of the Proceedings Editor to receive and compile abstracts and resolutions submitted by members as potential presentations at the Annual Meeting, and to transmit these in accordance with a predetermined deadline to the Program Secretary. The Proceedings Editor will also insure that abstracts and articles from the Annual Meeting are published on an annual basis in the Proceedings of the Desert Fishes Council. The Proceedings Editor will provide a report to the Executive Committee and to the Council during the Annual Business Meeting.

Section 5. Program Secretary. It shall be the responsibility of the Program Secretary to announce the Annual Meeting to members, and to organize resulting abstracts into an interesting and informative program. The program agenda shall be given to the Executive Secretary at least 30 days prior to the meeting date. The Program Secretary will provide an activities report to the Executive Committee and to the Council during the Annual Business Meeting.

Section 6. Eco-Region Coordinator. It shall be the responsibility of the Eco-Region Coordinator to function as a liaison between the Executive Committee and the Eco-Region Chairs. In this capacity, the Eco-region Coordinator will provide a report to the Executive Committee and to the Council during the Annual Business Meeting.

Section 7. Eco-Region Chairs. Shall be appointed by the Executive Committee to represent each drainage area designated under the Constitution (Article II, Section 2), and from other areas of interest to the Council. Eco-Region Ch airs will compile synopses of conservation, research, and management endeavors in their respective regions for presentation at the Annual Meeting. Eco-Region Chairs will also insure rapid dissemination of Council information among members within and among areas, and will assist the Executive Secretary in responding to information requests of a specific regional or local nature.

Section 8. Local Committee. Shall be composed of a chairperson and two members of the Council selected by the Executive Committee to make necessary arrangements that will promote the success of a meeting. Complete information per taining to arrangements shall be given to the Executive Secretary at least 90 days prior to the Annual Meeting. The chair of the Local Committee will provide a report to the Executive Committee and to the Council regarding the status of the upcoming meeti ng.

Section 9. Student Awards Committee. Will consist of a chairperson and two members of the Council selected by the Executive Committee to decide by majority rule at each Annual Meeting the recipients of the The Carl L. Hubbs Award and The Frances Hubbs Miller Award (By-Laws Article IV Section 7). Award recipients will be announced at close of the Annual Meeting. The chair of the Student Awards Committee will provide a report to the Executive Committee and to the Council at the Ann ual Business Meeting subsequent to the year the awards were made.

Section 10. Miscellaneous Committees. Shall be appointed as needed to fulfill the needs of the Council in pursuing its Objectives and Purposes (Constitution Article II).

Section 11. Accountability. All Committees shall be accountable to the Council President.

Section 12. Tenure. All committees shall serve until new Committees are appointed in their stead, or until their assigned duties have been discharged.

MANAGEMENT

Section 1. Executive Committee. Shall be composed of the officers of the Council (Constitution Article 4) and the immediate Past President of the Council.

Section 2. Obligation. The Executive Committee shall conduct its affairs to conform with the provisions of the Constitution and Bylaws. The Executive Committee is authorized to act for the Council between meetings and shall repor t its interim actions to the members at the succeeding Annual Business Meeting. Any action of the Executive Committee may be overridden by a two-thirds majority vote of the membership during the Annual Meeting.

Section 3. Restriction. The Executive Committee will insure that all publicity shall be restricted to Council action, programming, awards and announcements. At no time will publicity be released that would discredit any person or organization.

Section 4. Nomination. The Executive Committee shall recommend nominees for officers of the Council during the Annual Meeting in odd-numbered years.

Section 5. Floor Nominees. Members may offer additional nominations from the floor during the Annual Meeting in odd-numbered years. Such nominees must be present at the Annual Meeting and must formally accept the nomination from the floor.

Section 6. Balloting. When more than one nominee exists for an office, written ballots shall be received by the Executive Secretary from members present at the Annual Council Meeting, and shall be counted by the Executive Secreta ry and two members appointed by the President. Balloting for an individual nominee (a single candidate for an office) may be taken by a show of hands or indicated by voice.

Section 7. Alternate. If the office of Executive-Secretary is being contested, the President will fill the obligations of Balloting.

Section 8. Election. The nominee receiving the largest number of votes (a plurality) shall be declared elected. No one may hold two elective positions simultaneously in the Council.

Section 9. Term of Office. All elected officers of the Council will assume duties 1 January following their election in an odd-numbered year, and will serve for two calendar years.

Section 10. Vacancies. Vacancies among officers shall be filled by majority vote of the Executive Committee.

Section 11. Resolutions. Members may submit resolutions to the Council by following the same instructions and deadlines established to submit abstracts for the Annual Meeting. Resolutions shall be discussed by the assembled membe rship at the Annual Business Meeting and ratified by majority vote.

Section 12. Limitations. Resolutions will be limited to subjects directly pertaining to management, conservation, and protection of desert fishes and their ecosystems, or to gratuity or memorial.

Section 13. Recommendations. Council members may recommend changes to the Constitution or Bylaws by submitting such changes to the Executive Secretary for consideration at the Annual Business Meeting.

Section 14. Acceptance. Constitution and Bylaws changes must be voted on and passed by two-thirds majority vote of the assembled membership at the Annual Business Meeting.

Section 15. Files. The Executive Secretary shall maintain a file containing: Constitution and Bylaws, minutes of all meetings, correspondence pertinent to Council affairs, all committee reports, financial statements and records, and any other material judged by the Executive Committee as pertinent

MEETINGS

Section 1. Annual Meeting. The Annual Meeting of the Council shall be during the first three weeks of November at a site determined by the Executive Committee.

Section 2. Location. The Annual Meeting will rotate sequentially between three locations in western North America:.(a) Death Valley National Park; (b) a site to be determined in western United States; and (c) a site to be determi ned in Mexico.

Section 3. Meeting Notice. Notification of such meetings shall be given to the Executive Secretary at least six months prior to the Annual Meeting. Council members shall be notified at least ninety days prior to the Annual Meetin g.

Section 4. Quorum. The quorum shall be 20 members.

Section 5. Meeting Rules. The rules contained in the latest revision of Roberts' Rules of Order shall govern the Council in all cases where they are applicable, and when they are not inconsistent with the Bylaws or the special ru les of order of the Council.

Section 6. Order of Business. The order of business at the Annual Business Meeting, unless changed by a majority vote of assembled members, shall be as follows:

1 Minutes of the previous Annual Business Meeting.

2. Minutes of the most recent Executive Committee Meeting.

3. Report of the Executive Secretary.

4. Report of the Membership Secretary.

5. Report of the Proceedings Editor.

6. Report of the Program Secretary.

7. Report of the Eco-Region Coordinator.

8. Report of the Chaiarperson, Student Awards Committee.

9. Report of the Chairperson, Local Committee.

10. Election of Officers (in odd-numbered years).

11. Resolutions.

12. Old Business.

13. New Business.

Section 7. Minutes of Meetings. Minutes of all meetings shall be recorded by the Executive Secretary or any member designated by the President.

Section 8. Student Awards. Two student awards will be presented at each Annual Meeting: The Carl L. Hubbs Award for best overall student paper, and The Frances Hubbs Miller Award for best paper presented by a Mexican student. Stu dents must be members of the Council and must indicate their desire to compete for an award at time of abstract submittal.

ARTICLE V

FINANCES

Section 1. Finance. Funds of the Council shall be under the supervision of the Executive Secretary.

Section 2. Fiscal Year. The fiscal year Council shall end on September 30.

Section 3. Disbursement. The Executive Secretary shall deposit all funds of the Council in a bank approved by the Executive Committee, at frequent intervals, and in the name of the Council. The Executive Secretary shall be respon sible for disbursement of Council's funds. The Executive Secretary shall balance accounts at end of each fiscal year, and report to the Executive Committee and the Council those adjustments as required by the annual audit.

Section 4. Audit. An audit of the Council's financial status shall be made at the end of each fiscal year by the officers of the Council.

Section 5. Bond. The Executive Secretary need not be bonded.

Section 6. Funds. Funds shall be derived from dues, special assessments, work projects, and contributions.

Section 7. Dues. Annual dues shall be fifteen dollars for Student Membership, twenty-five dollars for Regular Membership (foreign or domestic), thirty-five dollars for Family Membership, thirty-five dollars for Sustaining Members hip, and 25 times the annual Regular Membership dues for Life Membership. Patron Membership is available to companies and corporations for a single payment of one thousand dollars ($1,000). All memberships are payable on a calendar year basis. Complimenta ry memberships are gratis.

Section 8. Publication. The cost of producing and distributing the Proceedings of the Desert Fishes Council shall be covered through dues, the sale of copies, and contributions.