Travis Audubon Society
3710 Cedar St.
Box 5
Austin, Texas 78705
512.300.BIRD (2473)
info@travisaudubon.org
3710 Cedar St.
Box 5
Austin, Texas 78705
512.300.BIRD (2473)
info@travisaudubon.org
Travis Audubon Society, Inc. By-Laws
ARTICLE I
Name, Purpose, and Offices
Section 1. Name. The name of the corporation is Travis Audubon
Society, Inc., hereinafter called the Society.
Section 2. Purpose. The purpose of the Society is to promote the
enjoyment, understanding, and preservation of birds, other wildlife,
and their habitats in Central Texas. The Society is organized
exclusively for charitable, scientific, or educational purposes within
the meaning of Section 501(c)(3) of the Internal Revenue Code, or
the corresponding sections of any future federal tax code.
Section 3. Offices. The Society shall have a registered office, and
may have other offices at such places as the Board of Directors may
from time to time determine, or as the activities of the Society may
require.
ARTICLE II
Members
Section 1. Members of the corporation. There is hereby established
a class of members called Chapter members who shall be
members of the corporation, and who shall have voting rights in
respect thereof as provided by these Bylaws. All members in this
class of membership shall be members in good standing. Only
Chapter members (otherwise known as voting members) shall be
entitled to vote on business of the Society. Each member in this
class of membership shall be entitled to one (1) vote.
Section 2. Other Classes of Members. The Board of Directors
(hereinafter Board) may establish such other classes of members
as it from time to time deems appropriate, which shall include a
class of National members. Persons or organizations in such other
classes of membership shall not be members of the corporation
and shall not have voting rights in respect thereof.
Section 3. Good standing defined. As used in these Bylaws, or in
policies and procedures, “member in good standing” shall mean a
person or an organization that has paid the required dues for the
member’s category of membership, and who has complied with the
other requirements of membership as determined by the Board of
Directors.
Section 4. Benefits, Dues and Policies. The Board may establish,
and from time to time amend, membership qualifications, benefits,
dues, and policies for each class of members established by these
Bylaws or by the Board. The Board may create, within each class of
membership, sub-classes with differing qualifications, dues, and
benefits. These may include, but are not limited to, student, family,
and corporate memberships.
Section 5. Resignation. Any member may resign by filing a written
resignation with the Secretary of the Board, which resignation shall
become effective on the date specified in the written resignation, but
in no case before the date of receipt. If no date is specified, the
effective date of the resignation shall be the date of receipt.
ARTICLE III
Meetings of Members
Section 1. Annual Meeting. There shall be an annual meeting of the
Members, which shall take place at such a time and place as is
fixed by the Board. At the annual meeting, the voting members of the
corporation shall elect Directors, and transact any and all business
that may come before the membership subject to all provisions for
notice, or waiver of notice, as provided in these Bylaws.
Section 2. Regular Meetings. There shall be regular meetings of the
members, which shall take place at such a time and place as is
determined from time to time by the Board.
Section 3. Special Meetings. Special meetings of the Society shall
be held upon call of the Board, or upon presentation of a written
petition signed by not less than twenty (20) of the voting members of
the corporation who are in good standing. The petition shall also
specify the purpose, or purposes, of the special meeting.
Section 4. Notice. Notice of the annual meeting of the Society shall
be given not less than thirty (30) days nor more than sixty (60) days
prior to the date of the annual meeting. Notice of any special
meeting of the Society shall be given at least fifteen (15) days prior to
the date of the special meeting. Notice may be given personally, by
mail to the last known address of any member, or by electronic
means with or without proof of receipt required as determined by the
Board.
Section 5. Waiver of Notice. Whenever any notice is required to be
given to any member, director or other person under the provisions
of these Bylaws, a waiver of notice in writing signed by the person or
persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such
notice. Attendance at a meeting, whether or not notice was received
by any member, director or other person entitled to such notice, shall
also constitute waiver of notice.
Section 6. Voting and Proxy. Members shall be present in person to
vote. Proxy voting shall not be allowed.
Section 7. Quorum. Twenty (20) voting members in good standing
shall constitute a quorum at any annual, regular or special meeting
of the Society.
Section 8. Membership Lists and Record Date. The Board shall
maintain, or cause to be maintained, accurate lists of members
eligible to vote at the annual meeting, or any special meeting, in
accordance with applicable law. The Board shall establish a record
date for eligibility to vote in accordance with applicable law.
ARTICLE IV
Board of Directors
Section 1. General Powers. The activities, property, monies, and
affairs of the Society shall be managed by the Board of Directors
who may exercise all such powers of the Society as are permitted by
statute, the Articles of Incorporation, and these Bylaws.
Section 2. Number. The Board shall consist of twelve (12) members,
which number may be increased or decreased from time to time by
amendment of these Bylaws, provided that the number of directors
shall not at any time be less than three (3), and that no decrease in
the number of directors shall have the effect of shortening the term
of any incumbent director.
Section 3. Qualifications and Election. Directors shall be elected at
the annual meeting of the Society in accordance with these Bylaws.
To be eligible for election, a potential director shall have been a
voting member of the corporation in good standing on or before the
record date established for eligibility to vote at the annual meeting.
Voting members in good standing may also nominate persons from
the floor, provided that all such nominees shall be voting members
in good standing.
Section 4. Term of Office. The term of office for directors shall be
three (3) years and shall begin at the first Board meeting after the
annual meeting (hereinafter election meeting.) Directors may be
elected to an unlimited number of additional terms. In the 2006
election, the Board shall appoint Directors elected under these
Bylaws as follows: one-third (1/3) shall be appointed to a term of
one (1) year; one-third (1/3) shall be appointed to a term of two (2)
years; and, one-third (1/3) shall be appointed to a term of three (3)
years. Thereafter, one-third (1/3) of the directors shall be elected or
appointed each year on a rotating basis for terms of three (3) years.
Directors shall serve until the expiration of their term, resignation,
disqualification, or removal from office as provided in these Bylaws.
Section 5. Filling of Vacancies. Any vacancy in the Board shall be
filled by the affirmative vote of a majority of the remaining directors at
any regular or special meeting of the Board, provided that the notice
of the meeting shall state that the filling of vacancies is to be
considered. Any director appointed to fill a vacancy shall hold office
until the end of the term of the vacancy to which he or she was
appointed. Any vacancy created as the result of an increase in the
number of directors, shall be filled by a majority of voting members
in good standing who are present and voting at the meeting at which
the number of directors was increased. Vacancies created by an
increase in the number of directors shall be filled so as to meet the
requirements for rotation as provided in Section 4 above.
Section 6. Removal and Resignation. Any director may be removed
for cause at any regular or special meeting of the Board by an
affirmative vote of a three-fourths (3/4) majority of the number of
directors in office, provided that the notice of the meeting shall state
that removal of directors is to be considered. Any officer or director
may resign at any time by sending written notice by certified mail to
the President of the Board. The resignation shall take effect at the
time specified, but in no case before notice is received.
Section 7. Regular Meetings. Regular meetings of the Board shall
be held at such places and at such times as may be determined by
a resolution adopted by the Board and communicated to all directors
and members, subject to waiver of notice, as provided in these
Bylaws.
Section 8. Special Meetings. Special meetings of the Board shall be
held at such places and at such times as may from time to time be
determined by the Board, subject to all provisions for notice, or
waiver of notice, as provided in these Bylaws. Unless otherwise
specified in these Bylaws, any and all business may be transacted
at any regular or special meeting of the Board. Special meetings
may be called by the President, or by the written request of fifty
percent (50%) of the directors in office.
Section 9. Election Meeting. There shall be an election meeting of
the Board of Directors, which shall be the first regular Board meeting
after the annual meeting of the Society. At the meeting, the Board
shall elect officers from among the directors, and may transact any
and all business that may come before the Board, subject to all
provisions for notice, or waiver of notice, as provided in these Bylaws.
Section 10. Notice. Notice of any special meeting of the Board shall
be given to all directors at least seven (7) days prior to the date of the
special meeting. Notice may be given personally, by mail to the last
known address of any director, or by electronic means with or
without proof of receipt required as determined by the Board. Unless
otherwise required by law or these Bylaws, neither the business to
be transacted, nor the purpose of the meeting need be specified in
the notice of the meeting. In case of an emergency declared by the
Board President, the seven (7) day notice may be waived.
Section 11. Waiver of Notice. Whenever any notice is required to be
given to any director or other person under the provisions of these
Bylaws, a waiver of notice in writing signed by the person or persons
entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
Attendance at a Board meeting, whether or not notice was received
by any director or other person entitled to such notice, shall also
constitute waiver of notice.
Section 12. Quorum. At all meetings of the Board, the presence of a
majority of the number of directors in office shall be necessary and
sufficient to constitute a quorum for the transaction of business,
which number shall include any members attending by electronic
means. If at any time a director suggests the absence of a quorum,
the roll shall be taken immediately to determine if a quorum is
present. In the absence of a quorum the meeting may be adjourned
to such a time and place as determined by the Board when a
quorum will be present. No notice, other than announcement at the
meeting, shall be required to continue the meeting of the Board.
Section 13. Actions of the Board. The act of a majority of the directors
present in person at any meeting where a quorum is present shall
constitute an act of the Board of Directors, unless a different number
is specifically required by these Bylaws.
Section 14. Voting and Proxy. Directors shall be present in person to
vote, provided that with reasonable notice, a director may attend any
meeting and vote by electronic means as provided in these Bylaws.
Proxy voting shall not be allowed.
Section 15. Consent. Any action permitted or required to be taken at
any meeting of the Board may be taken without a meeting if a
consent in writing setting forth the action to be taken shall be signed
by all of the directors. Such consent shall have the same force and
effect as a unanimous vote of the Board. Consent may be obtained
in writing, by facsimile, or by e-mail.
Section 16. Attendance. With reasonable notice to the President, or
his or her designee, any director may attend any meeting of the
Board by electronic means in which all persons participating in the
meeting can hear or communicate with each other simultaneously. If
any director fails to attend any three Board meetings within one (1)
year, other than an emergency meeting, then the director shall be
deemed to have submitted his or her resignation from the Board.
The Board, for good cause shown, and upon verification, may refuse
to accept the resignation of any director.
Section 17. Compensation. No director shall receive compensation
as the result of his or her service on the Board or on any committee
of the Board. Nothing contained in this section shall prohibit any
director from receiving reimbursement for actual expenses incurred
on behalf of the Society, provided that the expense was authorized by
the Board. Nothing contained in this section shall prohibit any
director from being reimbursed for expenses incurred in attending
meetings of the Board or any committee of the Board, subject to
applicable policies and procedures on reimbursement adopted by
the Board.
ARTICLE V
Officers, Agents and Employees
Section 1. Elected Officers. The elected officers of the Society shall
be a President, a Vice-President, a Secretary, and a Treasurer.
Section 2. Election. All officers shall be elected by the Board of
Directors at the election meeting of the Board.
Section 3. Appointive Officers, Agents, and Employees. The Board
may from time to time appoint such other officers, assistant officers,
agents and employees as it deems necessary, who shall have
powers and duties as set forth in these Bylaws, or as determined
from time to time by the Board.
Section 4. Simultaneous Offices. No person shall hold more than
one of the offices designated in Section 1 above at the same time
unless the Board shall first declare an emergency, and designate
an officer to perform the duties created by the vacancy of another
officer. In no case shall the President and the Secretary be the same
person.
Section 5. Term of Office, Removal, Filling of Vacancies. Each
elected officer shall hold office for a term of one (1) year or until his
or her death, resignation, disqualification, or removal from office as
provided in these Bylaws. Each officer shall continue in office until
their successor is elected at the election meeting. A person holding
the office of President, Vice-President, or Secretary may be reelected
for a maximum of three (3) consecutive terms in the same office. A
person holding the office of Treasurer may be elected to an
unlimited number of terms. Any officer may be removed at any time
by a majority of the number of directors fixed by these Bylaws, when
in the judgment of the Board, such removal shall be deemed in the
best interest of the Society, and provided that the notice of the
meeting shall state that removal of officers is to be considered. If any
office becomes vacant for any reason, the vacancy shall be filled by
an affirmative vote of a majority of the number of directors in office.
Section 6. President. The President shall have general supervision
of the affairs of the Society; shall preside at all meetings of the
Board; shall have general authority to execute bonds, deeds and
contracts in the name of the Society; shall sign all official documents
on behalf of the Society; shall appoint all Committee Chairpersons
unless otherwise designated by these Bylaws; shall appoint such
other officers and agents as are necessary for the operation of the
Society; and in general, shall exercise all powers usually pertaining
to the President of a corporation. All powers and duties of the
President shall be subject to the provisions of the Articles of
Incorporation and these Bylaws, and to review and confirmation by
the Board in such a manner as is from time to time determined by
the Board.
Section 7. Vice-President. The Vice-President shall, in the absence
of the President, perform the duties of President of the Society, and
shall have such other powers and duties as may from time to time
be determined by the Board.
Section 8. Secretary. The Secretary shall keep and maintain all
records of the Society unless otherwise specified in these Bylaws;
shall see that proper notice is given for all meetings of the Board;
shall keep, or cause to be kept, accurate and true records of all
proceedings of meetings of the Board; shall ensure that minutes of
the previous meeting(s) and all related documents are sent to
directors at least seven (7) days prior to the next meeting; shall keep
and maintain all policies and procedures; and in general, shall
exercise all powers usually pertaining to the Secretary of a
corporation. All powers and duties of the Secretary shall be subject
to the provisions of the Articles of Incorporation and these Bylaws,
and to review and confirmation by the Board in such a manner as is
from time to time determined by the Board.
Section 9. Treasurer. The Treasurer shall be the chief financial and
accounting officer of the Society; shall have active control of, and be
responsible for, all accounts and finances of the Society; shall
supervise all vouchers and requests for payment by the Society
including records pertaining thereto; shall prepare or cause to be
prepared accurate and understandable monthly financial reports of
the finances of the Society; shall prepare or cause to be prepared
financial statements and related documents; shall have supervision
of the books and accounts of the Society; shall ensure that regular
and accurate audits are performed according to financial practices
and procedures applicable to the Society; shall recommend
depositories and financial institutions to the Board; shall have care
and custody of all monies, funds and securities of the Society and
shall ensure that all funds are deposited in such depositories as
are selected by the Board; shall be responsible for the collection of
all accounts payable to the Society; shall keep or cause to be kept
full and accurate accounts of all expenditures and disbursements by
the Society; shall have the power to endorse all checks, drafts, notes
or other financial instruments payable to the Society; shall give or
cause to be given proper receipts for all payments to the Society;
and in general, shall exercise all powers usually pertaining to the
Treasurer of a corporation. All powers and duties of the Treasurer
shall be subject to the provisions of the Articles of Incorporation and
these Bylaws, and to review and confirmation by the Board as
determined from time to time by the Board.
Section 10. Other Powers and Duties. In addition to the powers and
duties enumerated above, the elective and appointive officers,
agents, or employees of the Society shall perform such other duties,
and have such other powers as are provided in the Articles of
Incorporation, these Bylaws, and the policies and procedures
adopted by the Board, or as are otherwise determined from time to
time by the Board.
ARTICLE VI
Committees of the Board
Section 1. Executive Committee. There is hereby created an
Executive Committee of the Board whose membership shall be the
President, the Vice-President, the Secretary, and the Treasurer.
Section 2. Powers and Duties of the Executive Committee. The
Executive Committee shall have the authority to act on behalf of the
Society in the intervals between Board meetings, shall be
responsible for recruiting, hiring and evaluating employees of the
Society in consultation with the Board, and shall have such other
powers and duties as may from time to time be determined by the
Board. The Executive Committee shall keep accurate records of its
proceedings and report all actions to all directors on the Board. All
actions of the Executive Committee shall be subject to review and
confirmation by the Board in such a manner as is determined from
time to time by the Board.
Section 3. Nominating Committee. There is hereby created a
Nominating Committee which shall consist of five (5) members,
which shall include the immediate past President, a current
member of the Board, and three (3) current Chapter members who
are chosen by the Executive Committee with Board approval. The
immediate past President shall serve as chairperson of the
Nominating Committee. In the event that there is no immediate past
President, the Executive Committee shall name a member of the
Board who shall serve as the chairperson of the Nominating
Committee.
Section 4. Powers and Duties of the Nominating Committee. The
Nominating Committee shall conduct an annual skills and needs
assessment of the Board; shall be responsible for identifying,
screening and recommending qualified potential Board members to
the Board; shall nominate one (1) person from among the voting
members in good standing for each position on the Board that is to
be filled at the annual meeting; shall maintain a sufficient pool of
qualified potential Board members to allow for normal replacement
and unforeseen vacancies; shall develop Nominating Committee
policies and procedures subject to the approval of the Executive
Committee, followed by approval of the Board; and shall meet as
needed to discharge its powers and duties.
Section 5. Other Committees. The President, or the Board, may
establish such other committees as are necessary for the operation
of the Society. All other committees shall have only those powers
and duties specifically designated by the Board, and shall perform
such tasks and activities as may from time to time be determined by
the Board. The Board shall determine requirements for notice and
records for all other committees at the time of establishment of the
committee.
ARTICLE VII
Indemnification of Officers and Directors
Section 1. Indemnification. The Society shall indemnify an officer or
director of the Society against reasonable expenses incurred by the
officer or director in connection with any proceeding in which the
officer or director is named as a defendant or respondent because
he or she is, or was, an officer or director of the Society, subject to
the limitations in the Articles of Incorporation and these Bylaws.
Section 2. Conditions. The Society shall have no obligation to
indemnify an officer or director if the officer or director is found liable
for:
a breach of the officer’s or director’s duty of loyalty to the corporation;
an act or omission not in good faith that constitutes a breach of duty
of the officer or director to the corporation;
an act or omission that involves intentional misconduct or an
intentional violation of the law;
a transaction from which the officer or director received an improper
benefit, whether or not the benefit resulted from an action taken
within the scope of the officer’s or director’s office; or,
an act or omission for which the liability of an officer or director is
expressly provided for by an applicable statute.
Section 3. Limits. The Board may adopt, and from time to time
amend, reasonable limits on the expenses of any officer or director
for whom indemnification is provided.
ARTICLE VIII
Miscellaneous Provisions
Section 1. Benefits Prohibited. No part of the net income of the
Society shall inure to the benefit of any private shareholder or
individual; no dividends shall be paid; and no part of the income of
the Society shall be distributed to its officers or directors except as
specified in Article IV, Section 17.
Section 2. Loans to Officers and Directors. No loans shall be made
by the Society to any officer or director for any reason at any time.
Section 3. Fiscal Year. The fiscal year of the Society shall be fixed,
and may be changed from time to time, by resolution of the Board.
Section 4. Relationship with National. The relationship between this
Chapter and the National Audubon Society shall be governed by the
National Audubon Society’s chapter policies.
Section 5. Policies and Procedures. The Board shall have the
authority to adopt such policies and procedures as the Board may
from time to time determine, or as the activities of the Society may
require. These documents shall be presented upon request from
any Chapter member or as required by law.
ARTICLE IX
Dissolution
Section 1. Process. The corporation may be dissolved by resolution
approved by a majority of the directors in office, even though less
than a quorum, or a sole remaining director. The resolution shall
then be submitted to the voting members of the corporation in good
standing, which shall require the affirmative vote of two-thirds (2/3) of
the members present and voting thereon. After providing for the
payment of all debts, the satisfaction of all liabilities, and the
expenses of dissolving the corporation, any assets remaining upon
dissolution of the corporation shall be disposed of by the remaining
directors in accordance with the provisions of the Articles of
Incorporation and applicable law.
Section 2. Benefits Prohibited. No part of the cash or assets of the
corporation shall inure to the benefit of any current or former director
or officer, or any current or former employee, or any current or former
member.
ARTICLE X
Amendments to Bylaws
Section 1. Amendments. These Bylaws may be altered, amended,
or repealed, or new Bylaws adopted at any time pursuant to the
provisions of these Bylaws.
Section 2. Amendments by the Membership. Any member of the
Society in good standing may propose an amendment to these
Bylaws by submitting the amendment in writing along with a petition
signed by no fewer than twenty (20) members in good standing to
the President pursuant to policies and procedures adopted by the
Board.
Section 3. Amendments by the Board. The Board may propose
amendments to any provisions of these Bylaws. Changes are
subject to the requirements for notice and approval contained in
these Bylaws.
Section 4. Areas of Amendment Reserved to the Membership. The
following areas of these Bylaws may be altered, amended, or
repealed only by an affirmative vote of the membership, subject to
the requirements for notice and approval contained in these Bylaws.
Article II, Section 1. Voting rights of the class of members who are
members of the corporation;
Article IV, Section 2. Number of directors;
Article IV, Section 3. Election of directors;
Article IV, Section 4. Term of office of directors;
Article IV, Section 5. Filling vacancies due to an increase in the size
of the Board; and,
Article X, Section 4. Areas of amendment reserved to the
membership.
Section 5. Notice and Approval of Amendments: Amendments
Reserved to the Membership. Amendments to areas of these
Bylaws reserved to the membership may be approved by mail, or at
any meeting of the Society. In the case of approval by mail, the
mailing shall include a copy of all proposed amendments and
instructions on voting procedures. In the case of approval at a
meeting of the Society, the notice of the meeting shall be given at
least fifteen (15) days in advance, shall state that amendments to
the Bylaws are to be considered, and shall include a copy of the
proposed amendments. Announcement of the proposed
amendment or amendments shall also be published in the last
newsletter preceding the mailing or meeting. Approval by either
method shall require an affirmative vote of a majority of the voting
members who voted thereon.
Section 6. Notice and Approval of Amendments: Amendments Not
Reserved to the Membership. Amendments proposed by the Board
or membership petition may be approved at any meeting of the
Board of Directors, provided that the notice of the meeting shall be
given seven (7) days in advance, shall state that amendments to the
Bylaws are to be considered, and shall specify which articles are
being changed. Approval of the amendment or amendments shall
require an affirmative vote by a three-fourths (3/4) majority of the
number of directors in office. Members shall be notified of any
amendments in a timely manner. Amendments proposed by
membership petition that are not approved or resolved by the Board
may be presented to the membership in accordance with Section 5
of this article and pursuant to policies and procedures adopted by
the Board.
Section 7. Effective Date. All amendments to these Bylaws shall go
into force and effect upon the date of approval, unless a later
effective date is specified in the amendment.
These Bylaws were adopted by a majority of the Board of Directors
at a meeting held on the 13th day of January, 2005, and were
subsequently adopted by a majority of the Chapter members who
were in attendance at a meeting held on the 17th day of February,
2005.
ARTICLE I
Name, Purpose, and Offices
Section 1. Name. The name of the corporation is Travis Audubon
Society, Inc., hereinafter called the Society.
Section 2. Purpose. The purpose of the Society is to promote the
enjoyment, understanding, and preservation of birds, other wildlife,
and their habitats in Central Texas. The Society is organized
exclusively for charitable, scientific, or educational purposes within
the meaning of Section 501(c)(3) of the Internal Revenue Code, or
the corresponding sections of any future federal tax code.
Section 3. Offices. The Society shall have a registered office, and
may have other offices at such places as the Board of Directors may
from time to time determine, or as the activities of the Society may
require.
ARTICLE II
Members
Section 1. Members of the corporation. There is hereby established
a class of members called Chapter members who shall be
members of the corporation, and who shall have voting rights in
respect thereof as provided by these Bylaws. All members in this
class of membership shall be members in good standing. Only
Chapter members (otherwise known as voting members) shall be
entitled to vote on business of the Society. Each member in this
class of membership shall be entitled to one (1) vote.
Section 2. Other Classes of Members. The Board of Directors
(hereinafter Board) may establish such other classes of members
as it from time to time deems appropriate, which shall include a
class of National members. Persons or organizations in such other
classes of membership shall not be members of the corporation
and shall not have voting rights in respect thereof.
Section 3. Good standing defined. As used in these Bylaws, or in
policies and procedures, “member in good standing” shall mean a
person or an organization that has paid the required dues for the
member’s category of membership, and who has complied with the
other requirements of membership as determined by the Board of
Directors.
Section 4. Benefits, Dues and Policies. The Board may establish,
and from time to time amend, membership qualifications, benefits,
dues, and policies for each class of members established by these
Bylaws or by the Board. The Board may create, within each class of
membership, sub-classes with differing qualifications, dues, and
benefits. These may include, but are not limited to, student, family,
and corporate memberships.
Section 5. Resignation. Any member may resign by filing a written
resignation with the Secretary of the Board, which resignation shall
become effective on the date specified in the written resignation, but
in no case before the date of receipt. If no date is specified, the
effective date of the resignation shall be the date of receipt.
ARTICLE III
Meetings of Members
Section 1. Annual Meeting. There shall be an annual meeting of the
Members, which shall take place at such a time and place as is
fixed by the Board. At the annual meeting, the voting members of the
corporation shall elect Directors, and transact any and all business
that may come before the membership subject to all provisions for
notice, or waiver of notice, as provided in these Bylaws.
Section 2. Regular Meetings. There shall be regular meetings of the
members, which shall take place at such a time and place as is
determined from time to time by the Board.
Section 3. Special Meetings. Special meetings of the Society shall
be held upon call of the Board, or upon presentation of a written
petition signed by not less than twenty (20) of the voting members of
the corporation who are in good standing. The petition shall also
specify the purpose, or purposes, of the special meeting.
Section 4. Notice. Notice of the annual meeting of the Society shall
be given not less than thirty (30) days nor more than sixty (60) days
prior to the date of the annual meeting. Notice of any special
meeting of the Society shall be given at least fifteen (15) days prior to
the date of the special meeting. Notice may be given personally, by
mail to the last known address of any member, or by electronic
means with or without proof of receipt required as determined by the
Board.
Section 5. Waiver of Notice. Whenever any notice is required to be
given to any member, director or other person under the provisions
of these Bylaws, a waiver of notice in writing signed by the person or
persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such
notice. Attendance at a meeting, whether or not notice was received
by any member, director or other person entitled to such notice, shall
also constitute waiver of notice.
Section 6. Voting and Proxy. Members shall be present in person to
vote. Proxy voting shall not be allowed.
Section 7. Quorum. Twenty (20) voting members in good standing
shall constitute a quorum at any annual, regular or special meeting
of the Society.
Section 8. Membership Lists and Record Date. The Board shall
maintain, or cause to be maintained, accurate lists of members
eligible to vote at the annual meeting, or any special meeting, in
accordance with applicable law. The Board shall establish a record
date for eligibility to vote in accordance with applicable law.
ARTICLE IV
Board of Directors
Section 1. General Powers. The activities, property, monies, and
affairs of the Society shall be managed by the Board of Directors
who may exercise all such powers of the Society as are permitted by
statute, the Articles of Incorporation, and these Bylaws.
Section 2. Number. The Board shall consist of twelve (12) members,
which number may be increased or decreased from time to time by
amendment of these Bylaws, provided that the number of directors
shall not at any time be less than three (3), and that no decrease in
the number of directors shall have the effect of shortening the term
of any incumbent director.
Section 3. Qualifications and Election. Directors shall be elected at
the annual meeting of the Society in accordance with these Bylaws.
To be eligible for election, a potential director shall have been a
voting member of the corporation in good standing on or before the
record date established for eligibility to vote at the annual meeting.
Voting members in good standing may also nominate persons from
the floor, provided that all such nominees shall be voting members
in good standing.
Section 4. Term of Office. The term of office for directors shall be
three (3) years and shall begin at the first Board meeting after the
annual meeting (hereinafter election meeting.) Directors may be
elected to an unlimited number of additional terms. In the 2006
election, the Board shall appoint Directors elected under these
Bylaws as follows: one-third (1/3) shall be appointed to a term of
one (1) year; one-third (1/3) shall be appointed to a term of two (2)
years; and, one-third (1/3) shall be appointed to a term of three (3)
years. Thereafter, one-third (1/3) of the directors shall be elected or
appointed each year on a rotating basis for terms of three (3) years.
Directors shall serve until the expiration of their term, resignation,
disqualification, or removal from office as provided in these Bylaws.
Section 5. Filling of Vacancies. Any vacancy in the Board shall be
filled by the affirmative vote of a majority of the remaining directors at
any regular or special meeting of the Board, provided that the notice
of the meeting shall state that the filling of vacancies is to be
considered. Any director appointed to fill a vacancy shall hold office
until the end of the term of the vacancy to which he or she was
appointed. Any vacancy created as the result of an increase in the
number of directors, shall be filled by a majority of voting members
in good standing who are present and voting at the meeting at which
the number of directors was increased. Vacancies created by an
increase in the number of directors shall be filled so as to meet the
requirements for rotation as provided in Section 4 above.
Section 6. Removal and Resignation. Any director may be removed
for cause at any regular or special meeting of the Board by an
affirmative vote of a three-fourths (3/4) majority of the number of
directors in office, provided that the notice of the meeting shall state
that removal of directors is to be considered. Any officer or director
may resign at any time by sending written notice by certified mail to
the President of the Board. The resignation shall take effect at the
time specified, but in no case before notice is received.
Section 7. Regular Meetings. Regular meetings of the Board shall
be held at such places and at such times as may be determined by
a resolution adopted by the Board and communicated to all directors
and members, subject to waiver of notice, as provided in these
Bylaws.
Section 8. Special Meetings. Special meetings of the Board shall be
held at such places and at such times as may from time to time be
determined by the Board, subject to all provisions for notice, or
waiver of notice, as provided in these Bylaws. Unless otherwise
specified in these Bylaws, any and all business may be transacted
at any regular or special meeting of the Board. Special meetings
may be called by the President, or by the written request of fifty
percent (50%) of the directors in office.
Section 9. Election Meeting. There shall be an election meeting of
the Board of Directors, which shall be the first regular Board meeting
after the annual meeting of the Society. At the meeting, the Board
shall elect officers from among the directors, and may transact any
and all business that may come before the Board, subject to all
provisions for notice, or waiver of notice, as provided in these Bylaws.
Section 10. Notice. Notice of any special meeting of the Board shall
be given to all directors at least seven (7) days prior to the date of the
special meeting. Notice may be given personally, by mail to the last
known address of any director, or by electronic means with or
without proof of receipt required as determined by the Board. Unless
otherwise required by law or these Bylaws, neither the business to
be transacted, nor the purpose of the meeting need be specified in
the notice of the meeting. In case of an emergency declared by the
Board President, the seven (7) day notice may be waived.
Section 11. Waiver of Notice. Whenever any notice is required to be
given to any director or other person under the provisions of these
Bylaws, a waiver of notice in writing signed by the person or persons
entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
Attendance at a Board meeting, whether or not notice was received
by any director or other person entitled to such notice, shall also
constitute waiver of notice.
Section 12. Quorum. At all meetings of the Board, the presence of a
majority of the number of directors in office shall be necessary and
sufficient to constitute a quorum for the transaction of business,
which number shall include any members attending by electronic
means. If at any time a director suggests the absence of a quorum,
the roll shall be taken immediately to determine if a quorum is
present. In the absence of a quorum the meeting may be adjourned
to such a time and place as determined by the Board when a
quorum will be present. No notice, other than announcement at the
meeting, shall be required to continue the meeting of the Board.
Section 13. Actions of the Board. The act of a majority of the directors
present in person at any meeting where a quorum is present shall
constitute an act of the Board of Directors, unless a different number
is specifically required by these Bylaws.
Section 14. Voting and Proxy. Directors shall be present in person to
vote, provided that with reasonable notice, a director may attend any
meeting and vote by electronic means as provided in these Bylaws.
Proxy voting shall not be allowed.
Section 15. Consent. Any action permitted or required to be taken at
any meeting of the Board may be taken without a meeting if a
consent in writing setting forth the action to be taken shall be signed
by all of the directors. Such consent shall have the same force and
effect as a unanimous vote of the Board. Consent may be obtained
in writing, by facsimile, or by e-mail.
Section 16. Attendance. With reasonable notice to the President, or
his or her designee, any director may attend any meeting of the
Board by electronic means in which all persons participating in the
meeting can hear or communicate with each other simultaneously. If
any director fails to attend any three Board meetings within one (1)
year, other than an emergency meeting, then the director shall be
deemed to have submitted his or her resignation from the Board.
The Board, for good cause shown, and upon verification, may refuse
to accept the resignation of any director.
Section 17. Compensation. No director shall receive compensation
as the result of his or her service on the Board or on any committee
of the Board. Nothing contained in this section shall prohibit any
director from receiving reimbursement for actual expenses incurred
on behalf of the Society, provided that the expense was authorized by
the Board. Nothing contained in this section shall prohibit any
director from being reimbursed for expenses incurred in attending
meetings of the Board or any committee of the Board, subject to
applicable policies and procedures on reimbursement adopted by
the Board.
ARTICLE V
Officers, Agents and Employees
Section 1. Elected Officers. The elected officers of the Society shall
be a President, a Vice-President, a Secretary, and a Treasurer.
Section 2. Election. All officers shall be elected by the Board of
Directors at the election meeting of the Board.
Section 3. Appointive Officers, Agents, and Employees. The Board
may from time to time appoint such other officers, assistant officers,
agents and employees as it deems necessary, who shall have
powers and duties as set forth in these Bylaws, or as determined
from time to time by the Board.
Section 4. Simultaneous Offices. No person shall hold more than
one of the offices designated in Section 1 above at the same time
unless the Board shall first declare an emergency, and designate
an officer to perform the duties created by the vacancy of another
officer. In no case shall the President and the Secretary be the same
person.
Section 5. Term of Office, Removal, Filling of Vacancies. Each
elected officer shall hold office for a term of one (1) year or until his
or her death, resignation, disqualification, or removal from office as
provided in these Bylaws. Each officer shall continue in office until
their successor is elected at the election meeting. A person holding
the office of President, Vice-President, or Secretary may be reelected
for a maximum of three (3) consecutive terms in the same office. A
person holding the office of Treasurer may be elected to an
unlimited number of terms. Any officer may be removed at any time
by a majority of the number of directors fixed by these Bylaws, when
in the judgment of the Board, such removal shall be deemed in the
best interest of the Society, and provided that the notice of the
meeting shall state that removal of officers is to be considered. If any
office becomes vacant for any reason, the vacancy shall be filled by
an affirmative vote of a majority of the number of directors in office.
Section 6. President. The President shall have general supervision
of the affairs of the Society; shall preside at all meetings of the
Board; shall have general authority to execute bonds, deeds and
contracts in the name of the Society; shall sign all official documents
on behalf of the Society; shall appoint all Committee Chairpersons
unless otherwise designated by these Bylaws; shall appoint such
other officers and agents as are necessary for the operation of the
Society; and in general, shall exercise all powers usually pertaining
to the President of a corporation. All powers and duties of the
President shall be subject to the provisions of the Articles of
Incorporation and these Bylaws, and to review and confirmation by
the Board in such a manner as is from time to time determined by
the Board.
Section 7. Vice-President. The Vice-President shall, in the absence
of the President, perform the duties of President of the Society, and
shall have such other powers and duties as may from time to time
be determined by the Board.
Section 8. Secretary. The Secretary shall keep and maintain all
records of the Society unless otherwise specified in these Bylaws;
shall see that proper notice is given for all meetings of the Board;
shall keep, or cause to be kept, accurate and true records of all
proceedings of meetings of the Board; shall ensure that minutes of
the previous meeting(s) and all related documents are sent to
directors at least seven (7) days prior to the next meeting; shall keep
and maintain all policies and procedures; and in general, shall
exercise all powers usually pertaining to the Secretary of a
corporation. All powers and duties of the Secretary shall be subject
to the provisions of the Articles of Incorporation and these Bylaws,
and to review and confirmation by the Board in such a manner as is
from time to time determined by the Board.
Section 9. Treasurer. The Treasurer shall be the chief financial and
accounting officer of the Society; shall have active control of, and be
responsible for, all accounts and finances of the Society; shall
supervise all vouchers and requests for payment by the Society
including records pertaining thereto; shall prepare or cause to be
prepared accurate and understandable monthly financial reports of
the finances of the Society; shall prepare or cause to be prepared
financial statements and related documents; shall have supervision
of the books and accounts of the Society; shall ensure that regular
and accurate audits are performed according to financial practices
and procedures applicable to the Society; shall recommend
depositories and financial institutions to the Board; shall have care
and custody of all monies, funds and securities of the Society and
shall ensure that all funds are deposited in such depositories as
are selected by the Board; shall be responsible for the collection of
all accounts payable to the Society; shall keep or cause to be kept
full and accurate accounts of all expenditures and disbursements by
the Society; shall have the power to endorse all checks, drafts, notes
or other financial instruments payable to the Society; shall give or
cause to be given proper receipts for all payments to the Society;
and in general, shall exercise all powers usually pertaining to the
Treasurer of a corporation. All powers and duties of the Treasurer
shall be subject to the provisions of the Articles of Incorporation and
these Bylaws, and to review and confirmation by the Board as
determined from time to time by the Board.
Section 10. Other Powers and Duties. In addition to the powers and
duties enumerated above, the elective and appointive officers,
agents, or employees of the Society shall perform such other duties,
and have such other powers as are provided in the Articles of
Incorporation, these Bylaws, and the policies and procedures
adopted by the Board, or as are otherwise determined from time to
time by the Board.
ARTICLE VI
Committees of the Board
Section 1. Executive Committee. There is hereby created an
Executive Committee of the Board whose membership shall be the
President, the Vice-President, the Secretary, and the Treasurer.
Section 2. Powers and Duties of the Executive Committee. The
Executive Committee shall have the authority to act on behalf of the
Society in the intervals between Board meetings, shall be
responsible for recruiting, hiring and evaluating employees of the
Society in consultation with the Board, and shall have such other
powers and duties as may from time to time be determined by the
Board. The Executive Committee shall keep accurate records of its
proceedings and report all actions to all directors on the Board. All
actions of the Executive Committee shall be subject to review and
confirmation by the Board in such a manner as is determined from
time to time by the Board.
Section 3. Nominating Committee. There is hereby created a
Nominating Committee which shall consist of five (5) members,
which shall include the immediate past President, a current
member of the Board, and three (3) current Chapter members who
are chosen by the Executive Committee with Board approval. The
immediate past President shall serve as chairperson of the
Nominating Committee. In the event that there is no immediate past
President, the Executive Committee shall name a member of the
Board who shall serve as the chairperson of the Nominating
Committee.
Section 4. Powers and Duties of the Nominating Committee. The
Nominating Committee shall conduct an annual skills and needs
assessment of the Board; shall be responsible for identifying,
screening and recommending qualified potential Board members to
the Board; shall nominate one (1) person from among the voting
members in good standing for each position on the Board that is to
be filled at the annual meeting; shall maintain a sufficient pool of
qualified potential Board members to allow for normal replacement
and unforeseen vacancies; shall develop Nominating Committee
policies and procedures subject to the approval of the Executive
Committee, followed by approval of the Board; and shall meet as
needed to discharge its powers and duties.
Section 5. Other Committees. The President, or the Board, may
establish such other committees as are necessary for the operation
of the Society. All other committees shall have only those powers
and duties specifically designated by the Board, and shall perform
such tasks and activities as may from time to time be determined by
the Board. The Board shall determine requirements for notice and
records for all other committees at the time of establishment of the
committee.
ARTICLE VII
Indemnification of Officers and Directors
Section 1. Indemnification. The Society shall indemnify an officer or
director of the Society against reasonable expenses incurred by the
officer or director in connection with any proceeding in which the
officer or director is named as a defendant or respondent because
he or she is, or was, an officer or director of the Society, subject to
the limitations in the Articles of Incorporation and these Bylaws.
Section 2. Conditions. The Society shall have no obligation to
indemnify an officer or director if the officer or director is found liable
for:
a breach of the officer’s or director’s duty of loyalty to the corporation;
an act or omission not in good faith that constitutes a breach of duty
of the officer or director to the corporation;
an act or omission that involves intentional misconduct or an
intentional violation of the law;
a transaction from which the officer or director received an improper
benefit, whether or not the benefit resulted from an action taken
within the scope of the officer’s or director’s office; or,
an act or omission for which the liability of an officer or director is
expressly provided for by an applicable statute.
Section 3. Limits. The Board may adopt, and from time to time
amend, reasonable limits on the expenses of any officer or director
for whom indemnification is provided.
ARTICLE VIII
Miscellaneous Provisions
Section 1. Benefits Prohibited. No part of the net income of the
Society shall inure to the benefit of any private shareholder or
individual; no dividends shall be paid; and no part of the income of
the Society shall be distributed to its officers or directors except as
specified in Article IV, Section 17.
Section 2. Loans to Officers and Directors. No loans shall be made
by the Society to any officer or director for any reason at any time.
Section 3. Fiscal Year. The fiscal year of the Society shall be fixed,
and may be changed from time to time, by resolution of the Board.
Section 4. Relationship with National. The relationship between this
Chapter and the National Audubon Society shall be governed by the
National Audubon Society’s chapter policies.
Section 5. Policies and Procedures. The Board shall have the
authority to adopt such policies and procedures as the Board may
from time to time determine, or as the activities of the Society may
require. These documents shall be presented upon request from
any Chapter member or as required by law.
ARTICLE IX
Dissolution
Section 1. Process. The corporation may be dissolved by resolution
approved by a majority of the directors in office, even though less
than a quorum, or a sole remaining director. The resolution shall
then be submitted to the voting members of the corporation in good
standing, which shall require the affirmative vote of two-thirds (2/3) of
the members present and voting thereon. After providing for the
payment of all debts, the satisfaction of all liabilities, and the
expenses of dissolving the corporation, any assets remaining upon
dissolution of the corporation shall be disposed of by the remaining
directors in accordance with the provisions of the Articles of
Incorporation and applicable law.
Section 2. Benefits Prohibited. No part of the cash or assets of the
corporation shall inure to the benefit of any current or former director
or officer, or any current or former employee, or any current or former
member.
ARTICLE X
Amendments to Bylaws
Section 1. Amendments. These Bylaws may be altered, amended,
or repealed, or new Bylaws adopted at any time pursuant to the
provisions of these Bylaws.
Section 2. Amendments by the Membership. Any member of the
Society in good standing may propose an amendment to these
Bylaws by submitting the amendment in writing along with a petition
signed by no fewer than twenty (20) members in good standing to
the President pursuant to policies and procedures adopted by the
Board.
Section 3. Amendments by the Board. The Board may propose
amendments to any provisions of these Bylaws. Changes are
subject to the requirements for notice and approval contained in
these Bylaws.
Section 4. Areas of Amendment Reserved to the Membership. The
following areas of these Bylaws may be altered, amended, or
repealed only by an affirmative vote of the membership, subject to
the requirements for notice and approval contained in these Bylaws.
Article II, Section 1. Voting rights of the class of members who are
members of the corporation;
Article IV, Section 2. Number of directors;
Article IV, Section 3. Election of directors;
Article IV, Section 4. Term of office of directors;
Article IV, Section 5. Filling vacancies due to an increase in the size
of the Board; and,
Article X, Section 4. Areas of amendment reserved to the
membership.
Section 5. Notice and Approval of Amendments: Amendments
Reserved to the Membership. Amendments to areas of these
Bylaws reserved to the membership may be approved by mail, or at
any meeting of the Society. In the case of approval by mail, the
mailing shall include a copy of all proposed amendments and
instructions on voting procedures. In the case of approval at a
meeting of the Society, the notice of the meeting shall be given at
least fifteen (15) days in advance, shall state that amendments to
the Bylaws are to be considered, and shall include a copy of the
proposed amendments. Announcement of the proposed
amendment or amendments shall also be published in the last
newsletter preceding the mailing or meeting. Approval by either
method shall require an affirmative vote of a majority of the voting
members who voted thereon.
Section 6. Notice and Approval of Amendments: Amendments Not
Reserved to the Membership. Amendments proposed by the Board
or membership petition may be approved at any meeting of the
Board of Directors, provided that the notice of the meeting shall be
given seven (7) days in advance, shall state that amendments to the
Bylaws are to be considered, and shall specify which articles are
being changed. Approval of the amendment or amendments shall
require an affirmative vote by a three-fourths (3/4) majority of the
number of directors in office. Members shall be notified of any
amendments in a timely manner. Amendments proposed by
membership petition that are not approved or resolved by the Board
may be presented to the membership in accordance with Section 5
of this article and pursuant to policies and procedures adopted by
the Board.
Section 7. Effective Date. All amendments to these Bylaws shall go
into force and effect upon the date of approval, unless a later
effective date is specified in the amendment.
These Bylaws were adopted by a majority of the Board of Directors
at a meeting held on the 13th day of January, 2005, and were
subsequently adopted by a majority of the Chapter members who
were in attendance at a meeting held on the 17th day of February,
2005.
By-Laws