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BY-LAWS OF THE MISSOURI BREAKS CHAPTER OF THE NATIONAL AUDUBON SOCIETY, INCORPORATED

 

(as amended 14 March, 1996, 12 September, 2002 and October 10, 2002)

 

ARTICLE I. DEFINITIONS

 

Section 1. Whenever the word Society is used it shall refer to this Corporation. National Society shall refer to the National Audubon Society.

 

ARTICLE II. RELATIONSHIP WITH NATIONAL AUDUBON SOCIETY CHAPTER POLICY

 

Section 1. 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.

 

Section 2. This SOCIETY may terminate its status as a Chapter of the NATIONAL SOCIETY, and the NATIONAL SOCIETY may terminate the status of this SOCIETY as a Chapter of the NATIONAL SOCIETY, pursuant to procedures set forth in the 2001 Audubon Chapter Policy adopted by the NATIONAL SOCIETY’S Board of Directors on December 8, 2001.

 

ARTICLE III. MEETINGS

 

Section 1. Regular meetings of the Society shall be held on the fourth Thursday of each month selected by the Board of Directors between September and May inclusive with the exception of November and December.

 

Section 2. The annual meeting of the Society shall be held on the fourth Thursday of April of each year at which time new officers will be elected, installed and take office.

 

Section 3. One-tenth of the members in good standing shall constitute a quorum for the transaction of business at any duly called regular or special meeting.

 

Section 4. Special meetings may be called by the president, or pursuant to resolution of the Board. Ten (10) days written notice of such special meeting, stating objectives thereof, shall be given each member at his last known post office address.

 

ARTICLE IV. BOARD OF DIRECTORS

 

Section 1. The control and conduct of business of the Society shall be vested in its board of Directors. The Board shall determine the policies of the Society. The Board shall include:

 

a. The elected officers.

b. Chairmen of the Standing Committees and six (6) Directors at large elected by the members for terms of three (3) years; provided, however, that it is intended that the Directors shall serve staggered terms. At the first election, two (2) Directors shall be elected for a term of one (1) year and thence shall be elected for terms of three (3) years thereafter. Two (2) Directors shall be elected for terms of two (2) years and thereafter shall be elected for terms of three (3) years thereafter and two (2) Directors shall be elected for terms of three (3) years and then for three (3) years thereafter.

 

Section 2. Regular meetings of the Board shall be held on the second Thursday of each month that a membership meeting is scheduled except December.

 

Section 3. One-third (1/3) of the membership of the Board shall constitute a quorum to do business at any meeting.

 

Section 4. Special meetings of the Board may be called by the President or upon request of the majority of the membership of the Board.

 

ARTICLE V. OFFICERS

 

Section 1. The elected officers of the Society shall be a President, a Vice President, a Treasurer, and Recording Secretary. All officers shall be elected by the membership.

 

Section 2. All elective officers shall serve for two (2) year terms.

 

Section 3. A vacancy in the office of President or in any other office shall be filled by a majority vote of the Board of Directors present and voting at a meeting of the Board. The person chosen shall hold office until the next annual meeting at which time the vacancy shall be filled in the regular manner. In the case of a vacancy in the office of the President occurring during the term of the Vice President, the latter shall immediately succeed to the office of President and shall be eligible for reelection [to a full term]. Elections to fill other vacancies shall only be for the completion of the unexpired term.

 

Section 4. The President shall be President of the Society, Chairman of the Board of Directors, and an exofficio voting member of all committees and shall perform all other duties associated with the office of President.

 

Section 5. The Vice President shall assist the President in the carrying out of his duties and shall preside at all meetings in the absence of the President.

 

Section 6. The Recording Secretary shall keep a record of all proceedings of the Board and the Society and assist with correspondence of the Society.

 

Section 7. The Treasurer shall have custody of the Society's funds. He or she shall disburse the funds as may be ordered by the Board. He or she shall report to the Board of Directors at its regular meetings or as requested. He or she will prepare an annual report on the financial condition of the Society for distribution to the members at the annual meeting of the membership and shall forward a copy of it to the National Audubon Society. He or she shall serve as Chairman of the Finance Committee.

 

Section 8. All checks and drafts of the Society shall be signed by the Treasurer, the President or the Vice President. Other signatories may be designated from time to time by the Board. Two (2) signatures on all checks shall be required unless an exception is specifically authorized by the Board.

 

ARTICLE VI. NOMINATING COMMITTEE

 

Section 1. The President shall annually appoint prior to January 15th of each year a Nominating Committee to consist of not less than three (3) members. The names of the members of the Society and suggestions for nominations for officers may be submitted to the Society and suggestions for nominations for officers may be submitted to the Committee by any member of the Society.

 

Section 2. The Nominating Committee shall nominate candidates for officers and directors to succeed those whose terms of office expire. This report shall be presented to the membership at a regular meeting prior to the annual meeting.

 

Section 3. the membership reserves to itself the right to make any nominations from the floor in any election.

 

ARTICLE VII. ELECTIONS

 

Section 1. The election of officers and directors shall take place at the annual meeting. Officers shall be installed at the same time.

 

Section 2. Elections shall be by secret ballot unless there is no competition for any office in which case elections may be viva voice. The elections shall be determined by a majority vote of the ballots cast. In case no nominee receives a majority, a runoff shall be had with the person gathering the lowest vote each time being dropped from the voting until a majority vote is reached. This section shall not apply to election for directors at large and only a plurality shall be necessary to elect the directors at large.

 

ARTICLE VIII. COMMITTEES

 

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 two (2) years and until their successors are appointed and qualified.

 

Section 2. The President, with the approval of the Board, may appoint Special or Task Force Committees whose terms of office shall be determined by the length of the assignment to be done.

 

Section 3. Standing Committees of the Society shall be as follows and such other Committees as are from time to time established.

 

A. MEMBERSHIP COMMITTEE

 

The President shall appoint a Membership Chairman. It shall be the duty of this Chairman to cooperate with the Membership Department of the National Audubon Society by such measures as obtaining lists of names and addresses of potential members residing within the allotted territory of this Society. It shall also be the duty of this Committee to conduct membership campaigns and to attempt to obtain the continuing membership of those who have become delinquent in the payment of their dues.

 

B. PROGRAM AND SOCIAL COMMITTEE

 

The President shall appoint a Program and Social Chairman. It shall be the duty of this Committee to make all plans and arrangements for the regular meetings of the Society, and the Committee shall promote interest and appreciation through lectures, discussions, exhibits, publications and meetings. In addition, it shall be the duty of this Committee to plan and conduct such social gatherings of the members and to provide the social aspects of regular meetings such as refreshments, as may seem desirable by the Board of Directors.

 

C. CONSERVATION COMMITTEE

 

The President shall appoint a Conservation Chairman. It shall be the duty of this Committee to keep informed on local, state and national governmental policies and actions affecting natural environment and the conservation of natural resources, to advise the Board of Directors, and to carry out the policies of the Society. It shall be the duty of this Committee to endeavor to coordinate its actions with the policies and activities of the National Audubon Society insofar as conservation measures and policies of national scope are concerned and to keep the National Audubon Society informed of such actions.

 

D. FIELD TRIP COMMITTEE

 

The President shall appoint a Field Trip Chairman. It shall be the duty of this Committee to plan, organize and arrange for the proper conduct of field trips that may be participated in, not only by the members of the Society, but by non-members and friends.

 

E. PUBLICITY AND PUBLICATIONS COMMITTEE

 

The President shall appoint a Chairman of this Committee. It shall be the duty of this Committee to publicize through newspaper, radio, television, and other publicity media, the purposes and program of the Society. It shall further be the duty of this Committee to publish a bulletin or newsletter for the members of the local society and to prepare any other publications helpful to the ongoing programs of the local chapter of the Society.

 

F. EDUCATION COMMITTEE

 

The President shall appoint an Education Chairman. It shall be the duty of this Committee to further the educational services of the National Audubon Society; to encourage the schools and colleges of the community to conduct courses in or otherwise stress natural history, ecology and conservation; to conduct lectures or workshops or both in natural science for members and friends; to encourage schools or youth groups to use the Audubon Study Programs and other Audubon aids and natural science; and through other means to inform and educate the public about the natural environment.

 

G. FINANCE COMMITTEE

 

The Treasurer shall be the Chairman of the Finance Committee. It shall be the duty of this Committee to plan the annual budget of the Society, to assist in the preparation of financial reports, and to recommend and carry out plans for obtaining financial support for the Society.

 

ARTICLE IX. EXECUTIVE COMMITTEE

 

The President, Vice President, Treasurer, Recording Secretary and one (1) Director at Large elected by the members shall constitute the Executive committee. The Executive Committee shall be delegated all of the functions of the Board of Directors and may operate and carry out the day to day functions of the Society between meetings of the Board.

 

ARTICLE X. PARLIAMENTARY AUTHORITY

 

Section 1. In all matters not covered by these By-Laws, Roberts Rules of Order shall govern.

 

ARTICLE XI. AMENDMENTS

 

Section 1. These By-Laws may be amended by a majority vote of the members in good standing present and voting at any regular meeting or at a special meeting thereof, regularly called, provided that a quorum is present. Amendments must be presented in writing to be considered.

 

Section 2. These By-Laws may also be amended by a two-thirds (2/3) vote of the entire membership of the Board of Directors. These initial By-Laws shall be adopted by the initial Board of Directors and may thereafter be amended as provided by these By-Laws.

 

AMENDMENTS

TO THE BY-LAWS OF THE

MISSOURI BREAKS CHAPTER OF THE NATIONAL AUDUBON SOCIETY, INC.

 

March 14, 1996

 

1. Article III. Section 2: Delete all of this section and renumber the remaining sections of Article III. Wording to be deleted:

 

"No one individual shall serve for more than four (4) consecutive years as an elected members of the Board; provided, however, that in case any Board member who has served four (4) years is elected President of the Society, that Board member may serve two (2) additional years on the Board and the immediate past President may serve as advisory council to the Board for a one year period following his/her term of office."

 

2. Article IV. Section 2: Delete from the first sentence the following phrase: "and shall be able to succeed himself for one additional two (2) year term." And delete from the final sentence: "and no individual may hold the same office for more than three (3) consecutive terms.

 

3. Article IV. Section 3: Delete from the last sentence: "and any person elected to fill a vacancy shall not have that vacancy counted as a full term."

 

4. Article VII. Section 1: Delete the second to last sentence: "No Chairman shall serve more than three (3) consecutive years on the same Committee."

 

September 12, 2002

 

Insert Article II and adjust the numbering of the proceeding articles accordingly, to amend the bylaws with the following option required by the National Audubon Society:

 

Article II.

 

Section 1. 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.

 

Section 2. This SOCIETY may terminate its status as a Chapter of the NATIONAL SOCIETY, and the NATIONAL SOCIETY may terminate the status of this SOCIETY as a Chapter of the NATIONAL SOCIETY, pursuant to procedures set forth in the 2001 Audubon Chapter Policy adopted by the NATIONAL SOCIETY’S Board of Directors on December 8, 2001.

 

October 11, 2002

 

Numerous minor changes to the Bylaws were adopted by Board of Directors to more accurately reflex the operations of the Society, the elective officers, directors and committees . These changes are as follows with the newly added language unlined and language deleted in brackets [ ]:

 

ARTICLE III. MEETINGS Section 1: Regular meetings of the Society shall be held on the fourth Thursday of each month as selected by the Board of Directors between [from] September and [through] May inclusive with the exception of November and December.

 

ARTICLE IV. BOARD OF DIRECTORS Section 2: Regular meetings of the Board shall be held on the second Thursday of each month that a membership meeting is scheduled except December. [Regular Board meetings shall be held from September through May of each year.]

 

ARTICLE V. OFFICERS Section 1: The elected officers of the Society shall be a President, a Vice President , a Treasurer, and a Recording Secretary [who shall also serve as Treasurer and Corresponding Secretary]. All officers shall be elected by the membership.

 

Section 2: All the officers shall be elected for two (2) year terms. [The president shall hold office for a two (2) year term. At the same time the President is elected a Vice President shall also elected . All other elective officers shall serve one (1) year terms.]

 

Section 6: The Recording Secretary shall keep a record of all proceedings of the Board and the Society and assist with correspondence of the Society. Move to Section 7 the remainder this Section with the noted changes: [ In addition as] The Treasurer [he]shall have custody of the Society’s funds. He or she shall disburse the funds as may be ordered by the Board. He or she shall report to the Board of Directors at its regular meetings or as requested. He or she will prepare an annual report on the financial condition of the Society for distribution to the members at the annual meeting of the membership and shall forward a copy to the National Audubon Society. He or she shall serve as chairman of the Finance Committee.

 

Section 7: [The Corresponding Secretary shall conduct all of the correspondence of the Society.]

 

ARTICLE VI. NOMINATING COMMITTEE Section 1. The President [Board of Directors] shall annually appoint prior to January 15th of each year a NominatingCommittee to consist of not less than three (3) members. The names of the members of the Society and suggestions for nominations for officers maybe submitted to the Society and suggestions for nominations for officers may be submitted to the Committee by any member of the Society. [After the first Nominating Committee has been appointed, it shall become a standing committee of the Society and shall function during the entire year soliciting names for officers of the Society.]

 

Section 2. The Nominating Committee shall nominate candidates for officers and directors to succeed those whose terms of office expire. This report shall be presented to the membership at [a regular meeting one (1) month prior to] the annual meeting.

 

ARTICLE VIII. COMMITTEES

 

Section 1. The President, with the approval of the Board of Directors, shall appoint Chairmen of the Standing Committees who, in turn, may select their own committee members with recommendations and suggestions from the Board. Terms of office shall be for two (2) [one (1)] years and until their successors are appointed and qualified. [Standing Committees shall be composed of not less than three (3) members.]

E. PUBLICITY AND PUBLICATION COMMITTEE

 

[The Corresponding Secretary shall be] The President shall appointed a Chairman of this Committee. The remainder of this paragraph was unchanged.

 

ARTICLE IX. EXECUTIVE COMMITTEE

 

The President, Vice President, [Corresponding Secretary,]Treasurer, Recording Secretary and one (1) Director at Large elected by the members shall constitute the Executive Committee. The remainder of this paragraph was unchanged.


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