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Constitution & By-Laws
Proposed By-Laws changes were approved by the membership at the March 13, 2003, Regular Meeting. These changes were approved by the Meadowlark Audubon Board of Directors
on Jan. 2, 2003.
Meadowlark Audubon Society Constitution and By-Laws
Adopted March 18, 1999; Amended March 13, 2003
* ARTICLE I
This organization shall be known as the Meadowlark Audubon Society (hereinafter called SOCIETY)
* ARTICLE II
Section 1. The purpose and objectives of this SOCIETY shall be to engage exclusively in any such educational, scientific, literary, historical and charitable pursuits as are set forth in its Certificate of Incorporation, if any, and or are the purposes and objectives of National Audubon Society, Inc., (hereinafter called NATIONAL SOCIETY), of which this SOCIETY shall function as a Chapter, and said purposes and objectives shall conform to the provisions of Section 501 (c) (3) of the Internal Revenue Code.
Section 2. This SOCIETY is not organized, nor shall it be operated for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits or dividends to the members thereof, or to any private shareholder or individual. The property, assets, profits and net income of this SOCIETY shall never inure to the benefit of any director, officer, or member thereof, or to the benefit of any private shareholder or individual. Upon the dissolution, or upon abandonment, the assets of this SOCIETY remaining after payment of, or provision for, all debts and liabilities of this SOCIETY, shall be donated to NATIONAL SOCIETY or its successor(s), or to such corporation or corporations, association of associations, fund or funds, or foundation or foundations as the NATIONAL SOCIETY or its successor(s) may designate to receive said assets, subject to the order of a Court as provided by law; provided, however, that none of such assets shall be donated to any organization other than one organized and operated exclusively for one or more of the purposes set forth in Section 501 (c) (3) of the Internal Revenue Code of 1954 or corresponding provisions of any subsequent Federal Tax laws.
* ALL SECTIONS WITH AN ASTERISK ARE REQUIRED AS SUGGESTED TO BE INCLUDED IN THE APPROVED CONSTITUTION BEFORE THE NATIONAL AUDUBON SOCIETY WILL GRANT A CHARTER TO THE FORMING ORGANIZATION. LIKEWISE, THESE SECTIONS CANNOT BE REMOVED LATER.
* ARTICLE I
Section 1. Any person interested in the purposes and objectives of this SOCIETY is eligible to apply for membership.
Section 2. The classes of membership of this SOCIETY shall be the same as the voting classes of individual Membership maintained by the NATIONAL SOCIETY and shall include: Regular Member, Family Member, Student Member, Sustaining Member, Supporting Member, Contributing Member, Donor Member, Life Member, Dual Life Member, and such other voting classes of individual Membership as may be established by the NATIONAL SOCIETY.
Section 3. The membership dues shall be as established by the NATIONAL SOCIETY.
Section 4. All members of this SOCIETY shall enjoy all the rights and privileges accorded to the members of both this and the NATIONAL SOCIETY, except as otherwise provided hereinafter.
Section 5. Each member shall have the right to cast one vote at the annual meeting and at any regular or special meeting of members on any motion that may be properly brought before such meeting, including the election of Officers and Directors. Members in the class of Family Membership and in the class of Dual Life Membership, as well as the members in any other class of Membership whose annual dues are higher than those established for the class of Family Membership, shall be entitled to two votes per family, provided that at least two members of the family are present in person at the time of voting.
Section 6. Membership dues shall be payable at the time of application and, in the case of Regular, Family, Student, Sustaining, Supporting, Contributing, and Donor members, yearly thereafter. In the case of Life members and Dual Life members, dues shall be paid in full in one sum, except as may be provided otherwise in the By-Laws of the NATIONAL SOCIETY.
Section 7. Should renewal of membership dues not be paid within six month after due date, a member so in default shall be dropped forthwith from the rolls.
* Section 1. Regular meetings of members shall be held on the Second Thursday of January through May, and September through November, but such regular meetings shall be held not fewer than six times in any calendar year as required.
Section 2. The annual meeting of members shall be held on the Second Thursday of April each year.
Section 3. Notice of the annual meeting, special meetings, and regular meetings, at which SOCIETY business is to be transacted, shall be given not less than thirty (30) days nor more than fifty (50) days before the date of the meeting. Such notice is given when deposited in the United States mail, with postage thereon prepaid, and directed to the member at his address as it appears on the record of members, at such other address as he may request in writing to the Secretary of this SOCIETY, or to his e-mail address. Notice of such meetings may be published in the SOCIETY'S newsletter or other regular publication, provided such publication is mailed or e-mailed according to the provisions stated herein above.
Section 4. Notice of a special meeting of members shall state the purpose for which the meeting is called.
Section 5. The lesser of either one-fourth (1/4) of all voting members or ten (10) voting members, shall constitute a quorum at any meeting of members at which SOCIETY business is to be conducted. The members may be present in person or by proxy.
BOARD OF DIRECTORS
Section 1. The control and conduct of the business of the SOCIETY shall be vested in its Board of Directors. The Board, along with the other Officers, shall be responsible for assuring that the SOCIETY fulfill its Required Chapter Activities, as they appear in the "Chapter Policy statement" in order to maintain the SOCIETY'S status as a fully-certified Audubon chapter. The Board shall include no fewer than five (5) elected Directors and, ex-officio with full voting rights, the elected officers of the SOCIETY.
Section 2. The Directors shall be elected for the term of one year, or until the following annual meeting, whichever comes first, by a majority or plurality (see footnote 1.) of the voting members of the SOCIETY present in person or by proxy at the annual meeting of members.
[Footnote (1.) to article III, Section 2. Plurality: an excess of votes over those cast for an opposing candidate when there are two candidates; a number of votes cast for a candidate in a contest of more than two candidates that is greater than the number cast for any other candidate, but not more than half the total votes cast.]
Section 3. There is no limit on the number of consecutive terms a member of the Board may serve.
Section 4. If by reason of resignation or death, or for any other reason, vacancies exist whereby the Board has not the full complement of Directors, the Board may proceed to elect a Director or Directors to fill such vacancies, and the Director or Directors so elected shall serve until the next annual meeting of members.
* Section 5. There shall be at least five regular meetings of the Board of Directors in any one calendar year, not more than one regular meeting in any one month. The dates for the regular meetings shall be determined by the Board at its first regular meeting following the annual meeting of members.
Section 6. A Special meeting of the Board shall be called by the President or by the Secretary upon request of the majority of the Board. Notice of a special meeting may be given in person or by telephone not less than three (3) nor more than twenty (20) days prior to the date of the meeting or, if by mail, not less than ten (10) nor more than twenty (20) days prior to the date of the meeting.
Section 7. A majority of the number of elected Board Members and Officers shall constitute a quorum at any meeting of the Board.
Section 8. The President or, in his absence, the Vice President, shall act as Chairman at any meeting of the Board. In the absence of both the President and the Vice President, the Board shall designate any other member of the Board to act as Chairman at such meeting.
Section 1. The Officers of the SOCIETY shall be a President, a Vice-President, a Secretary, and Treasurer, and such other Officers as may be determined by the Board of Directors.
Section 2. The President shall hold office for a two (2) year term, or until his successor is elected. All other Officers shall serve for one (1) year terms, or until their successors are elected. There is no limit on the number of consecutive terms an Officer may serve.
Section 3. The Officers shall be elected for their respective terms by a majority or plurality of the voting members of the SOCIETY present, in person, or by proxy, at the annual meeting of members.
Section 4. If by reason of resignation or death, or for any other reason, an office shall become vacant, the Board may proceed to elect, by majority vote, an Officer to fill such vacancy until the next annual meeting of members.
Section 5. The President shall direct and administer the affairs of the SOCIETY as its executive head and shall supervise all phases of its activities, subject to instruction by the Board. He shall also be an ex-officio member of all committees. He shall preside at all meetings of members and of the Board. He, along with the other Officers and Board of Directors, shall be responsible for assuring that the SOCIETY fulfill its Required Chapter Activities, as they appear in the "Chapter Policy statement" in order to maintain the SOCIETY'S status as a fully-certified Audubon chapter.
Section 6. The Vice-President shall assist the President to carry out his duties. In the absence of the President, the Vice-President shall direct and administer the affairs of the SOCIETY and supervise all phases of its activities, subject to instructions by the Board, and shall preside at meetings of members and of the Board.
Section 7. The Secretary shall keep a record of all proceedings of the SOCIETY and of the Board of Directors. He shall send notice of all meetings. He shall preserve the seal of the SOCIETY, if any, and affix it to all documents requiring the seal of the SOCIETY, and shall attest to the same. The Secretary also shall conduct all the correspondence of the SOCIETY except such correspondence as, by instructions of the Board or at the discretion of the President, shall be conducted by another officer of the SOCIETY. He shall preserve all correspondence of the SOCIETY.
Section 8. The Treasurer shall have custody of the SOCIETY'S funds. He shall disburse such funds as may be ordered by the Board. He shall report to the Board of Directors at its regular meetings or as requested. He shall prepare an annual report on the financial condition of the SOCIETY with a proposed budget for the coming year for distribution to the members at the annual meeting of members and shall forward a copy of each report to the NATIONAL SOCIETY.
Section 9. All checks and drafts of the SOCIETY may be signed by the Treasurer, the President, or the Vice President. Two signatures are required, except as otherwise authorized by resolution of the Board.
Section 1. The Board of Directors shall annually appoint, not later than six (6) months prior to the next annual meeting of members, a Nomination Committee, to consist of no fewer than three (3) members. The names of the members of the Nomination Committee shall be made known to the members through the SOCIETY'S newsletter or other publication, or by mail, or at a regular meeting of members, not later than one (1) month after the Nomination Committee has been constituted. Suggestions for nominations of Officers and Directors may be submitted to the Nomination Committee by any member of the SOCIETY.
Section 2. The Nomination Committee shall nominate candidates for Officers and Directors to succeed those whose terms expire at the next annual meeting. The Committee's report shall be presented to the membership at a regular meeting of members not later than one (1) month nor earlier than two (2) months prior to the annual meeting.
Section 3. Nothing contained herein shall be construed to prevent nominations of Officers and Directors from the floor at the annual meeting.
Section 1. The President, with the approval of the Board of Directors, shall appoint chairmen of Standing Committees who, in turn, may select their own committee members with recommendations and suggestions from the Board. Terms of office shall be for one (1) year, or until their successors are appointed. There is no limit on the number of consecutive terms Committee chairmen or members may serve.
Section 2. The President, with the approval of the Board of Directors, may appoint Special or Task Force Committees whose terms of office will be determined by the length of the assignment to be done.
Section 3. The Standing Committees may be as follows and may include such other committees as may be constituted by the Board of Directors to carry out the functions of the SOCIETY:
The Conservation Committee shall keep informed on local, state and national governmental policies and actions affecting the natural environment and conservation of natural resources. It shall draft and recommend the SOCIETY'S conservation policy to the SOCIETY'S Board of Directors. It shall carry out the conservation policy as approved by the Board and endeavor to coordinate the actions of the SOCIETY with the policy and activities of the NATIONAL SOCIETY insofar as conservation measures and policies of national scope are concerned. It shall keep the NATIONAL SOCIETY informed of such actions.
* EDUCATION COMMITTEE
The Education Committee shall maintain close contact with the Environmental Information and Education Division of the NATIONAL SOCIETY. It shall encourage schools and colleges within the SOCIETY'S territory to conduct courses in, or otherwise stress, natural history, ecology and conservation. The Committee shall conduct, or cause to be conducted, workshops in furthering the educational objectives and programs of the NATIONAL SOCIETY. It shall, through other means, inform and educate the public about the natural environment.
The Energy Committee shall keep informed of private and public energy policies and practices and promote rational strategies for energy development and use, stressing conservation and renewable energy sources. It shall engage in and encourage energy education programs within its community emphasizing the need for ecologically sound energy development practices and conservation measures.
FIELD TRIP COMMITTEE
The Field Trip Committee shall plan, organize and arrange for the proper conduct of field trips that may be participated in by members of the SOCIETY and others interested in the purposes and aims of the SOCIETY.
The Finance Committee shall plan the annual budget of the SOCIETY, assist the Treasurer in the preparation of financial reports, and make recommendations and carry out plans for obtaining financial support for the SOCIETY. A financial statement must be sent to the NATIONAL AUDUBON SOCIETY each year by either the Treasurer or Finance Committee.
* MEMBERSHIP COMMITTEE
The Membership Committee shall maintain close contact with the Membership Department of the NATIONAL SOCIETY. It shall keep the SOCIETY'S membership records and shall conduct membership campaigns to enroll new members. It shall endeavor to retain those members who have become delinquent in the payment of their dues. Whenever possible a Membership Committee comprised of more than one individual should be formed; the work of the Committee should be shared among its members.
* PROGRAM COMMITTEE
The Program Committee shall make all plans and arrangements for the regular meetings, except for matters relating to SOCIETY business that may be transacted at such meetings. The Committee shall make arrangements for lectures, discussions, and such other events as may promote interest in and appreciation of conservation, ecology and natural history.
* PUBLICITY COMMITTEE
The Publicity Committee shall publicize, through newspapers, radio, TV and other publicity media, the purposes, aims and programs of the SOCIETY.
This SOCIETY shall not enter into any commitments binding upon the NATIONAL SOCIETY without written authorization by the NATIONAL SOCIETY, nor shall the NATIONAL SOCIETY, without written authorization by this SOCIETY, enter into any commitments binding upon this SOCIETY.
This SOCIETY may terminate its status as a Chapter of the NATIONAL SOCIETY upon six (6) months' notice in writing to the NATIONAL SOCIETY, and the NATIONAL SOCIETY may terminate the status of this SOCIETY as a Chapter of the NATIONAL SOCIETY upon six (6) months' notice, in writing, to this SOCIETY. In the event of such notice of termination by either this SOCIETY or the NATIONAL SOCIETY, the allocation of dues by the NATIONAL SOCIETY to this SOCIETY shall cease on expiration of the six (6) months' period. However, members of this SOCIETY shall remain members of the NATIONAL SOCIETY for the balance of the term for which dues have been paid.
This Constitution and By-Laws may be amended by a two-thirds (2/3) majority vote of members present in person or by proxy at any regular or special meeting of members duly called pursuant to the provisions of ARTICLE II, Section 3 and Section 4, herein above. The notice of such meeting shall recite the wording of each proposed amendment.
In procedural matters not covered by these By-Laws, Robert's Rules of Order shall govern.
Section 1. This Constitution and By-Laws shall be construed under the laws of the State of Wyoming.
Section 2. The masculine pronoun, as used herein above, shall mean the masculine or feminine, wherever applicable.
(End of Current Constitution and By-Laws)
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