BY-LAWS of the VERTICAL SECTION of the National Speleological Society
1) DEFINITION OF PURPOSE:
The purpose of the VERTICAL SECTION ("SECTION") of the National Speleological Society, subject to the conditions and limitations imposed by the Articles of Incorporation and by law, shall be:

(A) To educate the members and the public, and to promote interest, in the study and science of Speleology, and to advance the protection of caves and their natural contents, and to promote fellowship among those interested therein, by performing as a Section of the National Speleological Society ("NSS");

(B) To encourage the development of safe vertical caving techniques and their application in the exploration of vertical caves.

2) MEMBERSHIP:
(A) General Requirements: - Membership in the Vertical Section is open to all individuals demonstrating an interest in the objectives of the organization and agreeing to abide by its tenets. Membership shall not be denied due to race, sex, religious affiliation, or national origin.

(B) Membership Qualifications:
(i) The Membership consists of those who attend an annual General Meeting and/or other official Vertical Section function at the Annual NSS Convention and who sign the roster with their name and email (or regular) address. The duration of membership shall be 5 years from the last meeting (function) attended, if the member's dues are not in arrears.
 
(ii) Applications for membership shall be in writing, as specified above, and shall be accompanied by dues as specified herein. On-line registration shall also be available to those who cannot attend an annual meeting (function) in a form provided by the Executive Committee.
 
(iii) Membership Classifications:
 
  1. FULL REGULAR MEMBER: Full membership is limited to members of the NSS, who have paid current dues to both the SECTION and the NSS. Full regular members will receive all rights and benefits of SECTION membership. Regular members can vote and hold office.
     
  2. SUBSCRIBER: Non-NSS members, or groups, who have paid Subscriber's dues are entitled only to receive an on-line subscription to SECTION publications.
     
(C) Annual Dues: - Dues for all membership classes shall be set by the Executive Committee, subject to approval by a majority vote of the members present at the annual SECTION meeting. The Executive Committee (or its delegates) shall endeavor to notify all members when their dues are due. Such notice may be oral or written and which notice, if not given, shall not relieve any member of the obligation to timely pay dues. The Executive Committee, with membership approval, has set the current Vertical Section dues for all membership classes to $0.00 (no cost).

3) TRUSTEES:
The Board of Trustees shall have the same membership as the Executive Committee and, for purposes of qualification, election, term of office, vacancies, powers, and duties, shall be synonymous with the Executive Committee.

4) EXECUTIVE COMMITTEE:
The affairs of the SECTION shall be governed by an Executive Committee, as designated in Article IV of the CONSTITUTION of the SECTION.

(A) An Executive Committee member must remain a member of the SECTION to remain on the Committee.

(B) Primary Duties & Responsibilities of Officers:
(i) ALL COMMITTEE MEMBERS:
- maintain a complete listing of duties of each Officer, to be available to new or prospective Committee members to guide them in fulfilling their requirements of office;
- perform other duties as required or designated by the members of the Committee;
- shall conduct all business of the SECTION in a fair and impartial manner; and
- shall maintain open communications with both Committee and SECTION members, as well as other interested parties, as needed to conduct the business of the SECTION.

(ii) CHAIRMAN:
- preside over all meetings of the SECTION;
- lead the Executive Committee in the conduct of all business; and
- ensure the proper conduct of all business of the SECTION.

(iii) VICE-CHAIRMAN:
- Assume the duties of the CHAIRMAN when that individual is not present or unable to perform the duties of the office;
- Ascend to the office of CHAIRMAN if that office becomes prematurely vacant; and
- Assist the CHAIRMAN in conducting section business and temporarily perform additional duties as directed by the CHAIRMAN.

(iv) SECRETARY-TREASURER:
- tape record the proceedings of all meetings;
- keep, read, and distribute minutes of all meetings of the SECTION;
- shall distribute the Minutes of all SECTION meetings to the Committee members within thirty (30) days;
- answer inquiries and prepare the general correspondence of the SECTION;
- have charge, custody, and responsibility for all funds of the SECTION;
- maintain the SECTION's bank account(s);
- disburse funds as required to conduct the proper business of the SECTION;
- maintain an accurate, up-to-date ledger of all financial transactions of the SECTION's funds;
- maintain an up-to-date listing of the SECTION's members, subscribers, and exchanges;
- maintain records and audits of prior years; and
- prepare the annual Secretary's Report, Treasurer's Report, and Report to the NSS Internal Organization Committee, in a timely fashion.

(v) EDITOR:
- assemble, prepare, edit, publish in electronic format, and distribute NYLON HIGHWAY;
- shall publish at least one issue of NYLON HIGHWAY annually;
- arrange for suitable printing of the "Annual Volume" hardcopy of each issue of the NYLON HIGHWAY, if sales exist to warrant such a printing;
- maintain and distribute a library of back issues;
- shall publish the Minutes of all SECTION meetings exactly as received from the Secretary-Treasurer, as they represent the only record of meeting business;
- shall avoid derogatory and/or political articles;
- shall send controversial articles to at least one other Executive Committee member before printing for review and recommendation as to the appropriateness for publication;
- maintain an accurate, up-to-date ledger of all financial transactions pertinent to the Editor's office; and
- submit all receipts for expenditures annually to the Secretary-Treasurer.

(vi) AT-LARGE MEMBERS:
- provide necessary assistance to the Chairman, Secretary-Treasurer, and Editor in the conduct of SECTION business; and
- conduct the business of any Committee member who becomes incapacitated during the year.

(vii) CONTEST COORDINATOR:
- conduct the vertical contests, as designated by the Executive Committee, pursuant to Section 5)(C) of these By-Laws; and
- provide necessary assistance to the Chairman, Secretary-Treasurer, and Editor in the conduct of SECTION business.

(viii) VERTICAL TECHNIQUES WORKSHOP COORDINATOR:
- conduct the vertical techniques workshop, as designated by the Executive Committee, pursuant to Section 5)(D) of these By-Laws; and
- provide necessary assistance to the Chairman, Secretary-Treasurer, and Editor in the conduct of SECTION business.

(ix) EDUCATION COORDINATOR:
- compile educational materials and conduct special training workshops, as designated by the Executive Committee, pursuant to Section 5)(E) of these By-Laws; and
- provide necessary assistance to the Chairman, Secretary-Treasurer, and Editor in the conduct of SECTION business.

(C) Election of Officers: - Members of the Executive Committee shall be elected as designated in Article IV of the CONSTITUTION of the SECTION.
(i) Nominations: - The Executive Committee, or a Nominating Committee appointed by the Executive Committee, will search for qualified applicants for the offices of the Executive Committee from within the SECTION membership. Only Full members are permitted to hold office. Open nominations will be accepted from the floor prior to the elections at the Annual SECTION meeting. Nominees must consent to having their name placed in nomination.
 
(ii) Terms of Office: - shall run until closure of the annual meeting at the NSS Convention. Terms and Duties of officers elected at the meeting will not commence until after that meeting.
 
(iii) Order of Election: - Election of the Secretary-Treasurer will be held first. Elections for the At-Large Committee Members will then be held, with unsuccessful candidates from the first contest eligible to run.
 
(iv) Chairman: - The Chairman shall be selected by the elected Executive Committee from the At-Large Committee Members.
 
(v) Vice-Chairman: - After selection of the Chairman, the Vice Chairman shall be selected by the elected Executive Committee from the remaining At-Large Committee members.
 
(D) Removal/Resignation of Officers: - Any officer may resign at any time by giving written notice to the Executive Committee, to the Chairman, or to the Secretary-Treasurer of the SECTION. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any officer may be removed with or without cause by a two-thirds (2/3) majority vote of the full membership of the SECTION present at a regular meeting, provided that removal is specified in advance of the meeting as a purpose of that meeting.

(E) Vacancies:
(i) At-Large Elected positions that become vacant during the year between annual section business meetings shall remain vacant until the next election.
 
(ii) If the office of Secretary-Treasurer becomes vacant, the Executive Committee will appoint one of the remaining elected members to assume the Secretary-Treasurer duties until the next annual election.
 
(iii) If the position of Chairman becomes vacant, the Vice Chairman will ascend to that position in accordance with paragraph 4) (B) (iii) of these bylaws.
 
(iv) If the position of Vice-Chairman becomes vacant, the Elected members of the Executive Committee will elect a replacement from the remaining At-Large Committee members, to serve until the end of the current term.
 
(v) If an Appointed member position becomes vacant, the Elected members of the Executive Committee may appoint a replacement to serve in that position until the end of the current term.
 
5) SPECIAL COMMITTEES:
(A) Convention Vertical Coordinator: - The Executive Committee will appoint annually a Coordinator for the NSS Convention. Any suitable SECTION member may be selected for this position. The duties of the Convention Vertical Coordinator shall include inspecting the site of the next NSS Convention and communicating with both the NSS Convention Committee and the various VERTICAL SECTION event chairpersons to ensure that proper facilities and equipment are available for all SECTION activities and that the event chairpersons are adequately informed about facilities, etc.

(B) SECTION Representatives: - The Executive Committee may appoint interested members in good standing as VERTICAL SECTION Representatives. Representatives are expected to attend regional meetings and other local events to talk to vertical cavers and to sell SECTION memberships and back issues of NYLON HIGHWAY. Representatives are appointed and dismissed by the Executive Committee, acting as a whole, and may resign at any time by notifying the Committee.

(C) Vertical Contest Committee: - The Vertical Contest Committee will have complete authority over, and responsibility for, the annual NSS Convention vertical contests, subject to the following conditions:
(i) The VERTICAL SECTION Executive Committee will elect the Contest Committee Coordinator annually.
(ii) The Contest Committee Coordinator will appoint the other members of the Contest Committee annually.
(iii) All procedures developed by the Vertical Contest Committee are subject to approval by the Executive Committee.
The functions of the Vertical Contest Committee will include, but not be limited to, establishing and publishing the rules of the contest, organizing and running each annual contest, publishing the results of each contest, and maintaining complete contest records.

(D) Vertical Techniques Workshop Committee: - The SECTION may organize and hold a Vertical Techniques Workshop at the annual NSS Convention. This Workshop is to give novice participants hands-on experience with basic vertical practices. It also provides SECTION members an opportunity to improve their own instructional skills.
(i) The VERTICAL SECTION Executive Committee will elect the Vertical Techniques Workshop Coordinator annually.
(ii) The Vertical Techniques Workshop Coordinator will plan, organize, and conduct the Workshop. The Coordinator will appoint qualified SECTION members to serve as instructors for the Workshop.
(iii) All procedures and curricula developed for the Vertical Techniques Workshop are subject to approval by the Executive Committee.

(E) Vertical Training Committee: The VERTICAL SECTION shall establish a recommended standard written lesson plan for use in training novice ropework classes. An additional plan will be established for intermediate ropework classes. The VERTICAL SECTION Executive Committee will elect the Education Coordinator annually.

(F) Vertical Section Awards Committee: - The Vertical Section Chairman shall appoint an Awards Committee Chairman who may, in turn, select additional Committee members to assist in carrying out the responsibilities of that Committee. The Awards Committee's responsibilities are to:
* Review nominations and recommend approval or disapproval;
* Determine the applicable award/recognition;
* Obtain such an award and/or develop the recognition means; and
* Ensure that such award/recognition is distributed.

6) CONDUCT & PRACTICES:
(A) Officers and Trustees of the SECTION shall serve without compensation.

(B) National Speleological Society: - The "Policy for Internal Organizations" as approved by the Board of Governors of the National Speleological Society shall (as provided by Article VII(A) of the NSS By-Laws) determine the privileges and responsibilities of this Section vis--vis the NSS and its affiliates to the extent, but only to the extent, that the provisions of that Policy are not inconsistent with state laws or with Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.

(C) The SECTION will use all legal avenues available to urge producers of speleo equipment to ensure that all their products are safe.

(D) The VERTICAL SECTION does not endorse equipment.

(E) Advertisements are allowed in the NYLON HIGHWAY, provided that all potential advertisers are treated fairly, no advertiser is allowed more than one page of ad per issue, and all ads are clearly distinguishable as such.

(F) All VERTICAL SECTION contest lengths shall be in meters.

(G) Any purchase of over $100.00 or a purchase that might be considered controversial in regards to SECTION activities must be approved by the SECTION's Executive Committee.

7) AWARDS AND RECOGNITION:
The VERTICAL SECTION may present an award to, or otherwise recognize, a person, persons, or group for an outstanding contribution in promoting, supporting or advancing the sport or technical aspects of vertical caving.

(A) Any member of the VERTICAL SECTION Executive Committee may nominate a person, persons, or group for an award/recognition. Nominations must be in writing together with a brief summary of justification. Such nominations are to be provided to the VERTICAL SECTION Awards Chairman.

(B) The VERTICAL SECTION Awards Committee Chairman, within 60 days of receipt of the nomination, shall forward the results of his Committee's recommendations to the VERTICAL SECTION Executive Committee. The VERTICAL SECTION Executive Committee, by majority vote, shall approve or disapprove the Awards Committee's recommendations.

(C) Awards to the recipients will be presented in a timely and appropriate manner and, wherever possible, will be presented at a meeting attended by fellow cavers.

8) FISCAL YEAR and AUDIT:
The SECTION's Fiscal Year shall run from July 1 to June 30. The Executive Committee shall conduct an audit of the Treasurer's accounting of the SECTION's finances after the close of the Fiscal Year, no later than the end of the NSS Convention. The Audit Committee shall consist of the Treasurer and at least one other qualified individual, as appointed by the Chairman. Results of the audit will be reported in the next available issue of NYLON HIGHWAY.

9) PARLIAMENTARY AUTHORITY AND RULES OF ORDER:
(A) MEETINGS: Conduct of regular (face-to-face) meetings of the VERTICAL SECTION and of the Executive Committee (EC) shall be governed by the current edition of Robert's Rules of Order Newly Revised, when it is applicable, and when it is not inconsistent with the VERTICAL SECTION CONSTITUTION, By-Laws, or Articles of Incorporation. To facilitate business in rare cases, the EC may decide to relax these rules of order, i.e. Suspend the Rules as provided for in Robert's Rules of Order itself. Special meetings may be conducted as necessary to conduct SECTION business.
 
(i) The annual regular meeting of the VERTICAL SECTION at the NSS convention will be scheduled by the Chairman or the Executive Committee in coordination with the convention staff. Additional special meetings of the VERTICAL SECTION may be called by majority vote of the EC, or by the written request of 51% of the current SECTION members. Notice of the special SECTION meeting must be emailed and/or postal-mailed to all members no less than 30 days prior to the date of the meeting.
 
(ii) Regular meetings of the Executive Committee normally occur during the week of the annual NSS Convention. Regular or special EC meetings will be scheduled by the Chairman or may be called by three or more EC members.
 
(iii) Quorums: The quorum for a regular or special meeting of the VERTICAL SECTION shall be ten or more members. The quorum for regular or special meetings of the Executive Committee shall be a majority of the EC members.
 
(iv) Proxies: Proxies will be accepted at all meetings and may be counted for quorum purposes.
  1. All proxy authorizations shall be in writing. Email proxies are acceptable. The authorization may designate alternate proxy holders by name, or by method of appointment, to serve if the named holder is absent.
  2. A "specific proxy" as to a particular question must specifically identify that question and instruct the proxy holder to vote for or against the particular question or candidate, or specifically authorize the proxy holder to exercise his/her discretion regarding that particular question, or otherwise set forth a method to determine how to vote on that particular question (including, but not limited to, obtaining telephonic instructions).
     
(v) Minutes: A written record of the minutes of all SECTION and EC meetings shall be published annually in the VERTICAL SECTION's on-line publication, the NYLON HIGHWAY.
 
(B) Special Rules of Order for the conduct of business by email:
(i) The Executive Committee may decide to hold special meetings by email, hereinafter referred to as "e-meetings", as necessary to conduct SECTION business at other times throughout the year.
 
(ii) E-meetings may be called either by the SECTION Chair or 3 or more members of the Executive Committee.
 
(iii) E-meetings will take place using the process outlined below.
 
(iv) Each e-meeting shall address one issue only. If additional issues need to be addressed, a separate meeting for each issue shall be called.
 
(v) The e-meeting shall be chaired by the SECTION Chair. If the SECTION Chair is unavailable, the meeting chair shall be the Secretary/Treasurer, unless another Executive Committee member is designated by the SECTION Chair to act in that capacity for a specific meeting. The meeting secretary (MS) shall be the Secretary/Treasurer unless otherwise designated by the meeting chair.
 
(vi) The rules applying to the conduct of regular meetings shall also apply to e-meetings with the following exceptions:
  1. The Motion to Table rule shall be suspended for 72 hours (3 days) immediately following the announcement of the start of the discussion period by the meeting chair. Following the suspension period, any Motion to Table brought forth shall be disposed of within 48 hours (2 days).
  2. The motion to Call the Question rule shall be suspended and replaced with the rules in Items (vii) e, f, and g, below.
     
(vii) The order of business shall be as follows:
  1. The SECTION Chair shall send a notification to all the EC members stating the reason for calling the e-meeting and providing an outline of the issue to be discussed. The SECTION Chair should also state in the notification if another EC member will be designated to act as meeting chair and/or MS for the meeting. The meeting shall not begin until the meeting chair has received acknowledgement of the meeting from a quorum of EC members. The meeting chair will make an additional attempt by telephone to contact all EC members who have not acknowledged the meeting within a reasonable period of time.
     
  2. The notification from the SECTION Chair shall contain a unique subject line identifying the topic of the e-meeting. This unique subject line shall be used in all communications related to this e-meeting to aid in tracking. Any EC member sending a public communication relating to an e-meeting must send it simultaneously to all EC members.
     
  3. Motions shall be presented, seconded, and opened for discussion by following the same rules and procedures followed in regular meetings with the exceptions noted above.
     
  4. Once a motion has been seconded, the meeting chair shall then start a discussion period which shall be open for a minimum of 5 days.
     
  5. At the end of the discussion period, unless the Executive Committee votes to extend the discussion or call the question sooner, the meeting chair shall then start the voting period by submitting the motion to a vote by the members. The voting period shall be open for a minimum of 4 days or until the number of returned votes is sufficient to determine the outcome of the vote. Any votes submitted during the discussion period cannot be counted - the member must submit the vote again during the voting period.
     
  6. Each voting member shall send his/her vote to all members of the Executive Committee. The MS shall tally the votes and announce the results at the end of the voting period along with a list showing the vote of each member. If a motion to hold a secret ballot had previously been passed, each voting member shall send his/her vote only to the meeting chair and the MS. The MS shall then announce only the results of the vote.
     
  7. Once the voting results are announced, the meeting chair shall declare the e-meeting closed.
     
  8. A written record of the vote shall be recorded in the minutes of the e-meeting.

(Revised June 29, 2014)

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