Constitution

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    CONSTITUTION AND BY-LAWS

    OF SOUTH MOUNTAIN AUDUBON SOCIETY

     

    CONSTITUTION

    ARTICLE 1

    NAME

    This organization shall be known as the South Mountain Audubon Society (hereinafter called SOCIETY).

    ARTICLE II

    PURPOSE

                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 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.

    BY-LAWS

    ARTICLE 1

    MEMBERSHIP

                Section 1.  Any person interested in the purposes and objectives of this SOCIETY is eligible to apply for membership.

                Section 2. Those not holding a National Audubon Society membership shall pay local dues as established by the Board of Directors.

                Section 3.  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. 

                Section 4.  Membership dues shall be payable at the time of application.

                Section 5.  Should renewal of membership dues not be paid within six months after due date, a member so in default shall be dropped forthwith from the rolls.

    ARTICLE II

    MEETINGS

                Section 1.  Regular meeting of members shall be held on such day of such months as may be determined by vote of the Board of Directors, but such regular meetings shall be held not fewer than six times in any calendar year.

                Section 2.  The annual meeting of members shall be held in January of each year or as determined by the Board of Directors.

                Section 3.  Special meetings of members may be called by the President or pursuant to resolution of the Board, or by petition of not less than one tenth (1/10th) of all members entitled to vote.  Notice of special meetings shall be given at least ten (10) days prior to the meeting and shall state the purpose for which the meeting is being called.

                Section 4.  Notice of the annual meeting, board meetings, and regular meetings, at which SOCIETY business is to be transacted, shall be given in the quarterly newsletter.

                Section 5.  The lesser of either one-fifth (1/5) 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. 

    ARTICLE III

    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 shall consist of the elected chairs of standing committees, the elected officers of the SOCIETY, and a maximum of four members at large elected at the annual meeting.

                Section 2.  The Directors shall be elected for the term of one year, or until the following annual meeting, whichever comes first, by a plurality of the voting members of the SOCIETY present at the annual meeting of members.

                Section 3.  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 4. Regular meetings of the Board of Directors will be held as determined necessary by a majority of the Board of Directors. The dates for the regular meetings shall be determined by the Board. All Board meetings shall be open to other SOCIETY members, who may present views and petitions but may not vote.

                Section 5.  Special meetings 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, or by email not less than three (3) days prior to the date of the meeting.

                Section 6.  Board meetings will require at least five (5) Directors in attendance.

                Section 7.  The President or, in the President’s absence, the Vice President, shall act as Chair 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 Chair at such meeting.

    ARTICLE IV

    OFFICERS

                Section 1.  The Officers of the SOCIETY shall be a President, a Vice President, a Secretary, and a Treasurer, and such other Officers as may be determined by the Board of Directors.

                Section 2.  The President shall hold office for a two-year term, or until a successor is elected. No President may serve more than two (2) consecutive terms.  All other officers shall serve one year terms, but with no limit on the number of terms that may be served consecutively.

                Section 3.  The Officers shall be elected for their respective terms by a plurality of the voting members of the SOCIETY present 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, such officer to fill the vacancy, and the officer so elected shall serve 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 instructions by the Board. The President shall also be an ex-officio member of all committees and shall preside at all meetings of members and of the Board.

                Section 6.  The Vice President shall assist the President to carry out duties and, 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.  The Secretary shall preserve all correspondence of the SOCIETY.

                Section 8.  The Treasurer shall have custody of the SOCIETY’S funds. The Treasurer shall disburse such funds as may be ordered by the Board and shall report to the Board of Directors at its regular meetings or as required.  The Treasurer shall prepare an annual report on the financial condition of the SOCIETY along with a proposed budget for the coming year to be presented to the Board 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 Vice President.  One signature is required, except as otherwise authorized by resolution of the Board. 

    ARTICLE V

    NOMINATING COMMITTEE

                Section 1.  The Board of Directors shall annually appoint, not later than three (3) months prior to the next annual meetings of members, a Nominating Committee, to consist of two (2) members.  The names of the members of the Nominating Committee shall be made known to the members at a regular meeting of members three (3) months prior to the annual meeting.  Suggestions for nominations of Officers may be submitted to the Nominating Committee by any member of the SOCIETY.

                Section 2.  The Nominating 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 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.

    ARTICLE VI

    OTHER COMMITTEES

                Section 1.  The elected chairs of Standing Committees may select their own committee members with recommendations and suggestions from the Board.  Terms for the office shall be for one (1) year, or until their successors are elected. 

                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.

    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 enroll new members.  It shall endeavor to retain those members who have become delinquent in the payment of their dues. 

    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.

    CONSERVATION COMMITTEE

                The Conservation Committee shall keep informed on local, state, and national governmental policies and actions affecting the natural environment and conservation of natural resources. 

    FIELD TRIP COMMITTEE

                 The Field Trip Committee shall plan, organize, and make arrangements for field trips that may be participated in by members of the SOCIETY, guests, and other interested persons.

    PUBLICITY COMMITTEE

                 The Publicity Committee shall publicize the purposes, aims, and programs of the SOCIETY.

    NEWSLETTER COMMITTEE

                The Newsletter Committee shall issue and post on the website a quarterly newsletter for the members of the SOCIETY.

    EDUCATION COMMITTEE

                The Education Committee shall, in conjunction with the appropriate offices of the NATIONAL SOCIETY, through all means at its disposal inform and educate the public, particularly those of school age, about the natural environment and the aims of the SOCIETY.

    ARTICLE VII

    CHAPTER POLICY

                The relationship between this SOCIETY and the NATIONAL AUDUBON SOCIETY shall be governed by the Chapter Policy. *

    ARTICLE VIII

    AMENDMENTS

                This Constitution and By-Laws may be amended by a majority vote of members present in person at any regular or special meeting of members duly called pursuant to the provision of ARTICLE II, Section 3 hereinabove.  The notice of such meeting shall recite the wording of each proposed amendment.

    ARTICLE IX

    PARLIAMENTARY AUTHORITY

                In procedural matters not covered by the BY-LAWS, Robert’s Rules of Order shall govern.

    ARTICLE X

    CONSTRUCTION

                Section 1.  This Constitution and By-Laws shall be construed under the laws of the State of Pennsylvania.

    Adopted:  1980

    Amended:  January, 1984

                        February 3, 2003

                          February 8, 2016

    *As referenced by the current National Audubon Society document on this topic.