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.