AUDUBON SOCIETY, INC.
Revised January , 2007
ARTICLE I. PURPOSE
Section 1. Primary purposes include land conservation through fee simple or easement acquisition of land and the protection and restoration of lakes, wetlands and other waterways for the benefit of wildlife and the general public.
ARTICLE II. MEMBERSHIP
Section 1. Any person interested in the purposes of the Society is eligible for membership.
Section 2. Members may pay National dues as established by National Audubon Society, or local dues as established by the local Board of Directors. All National and local Audubon members in good standing shall be eligible to vote and become an Officer or Director.
Section 3. Membership dues shall be payable at the time of application and shall be effective from that date and yearly thereafter.
Section 4. Should renewal of membership dues not be paid within six months after the time they are payable, a member so in default shall forthwith be dropped from the rolls.
ARTICLE III. MEETINGS
Section 1. Meetings of the Society shall be held at the discretion of the board.
Section 2. The President or Board of Directors may call special meetings.
Section 3. The annual meeting of members shall be held each year as may be determined by the Board of Directors.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. The control and conduct of business of the society shall be vested in the Board of Directors. The Board shall determine the policies of the Society. The board shall consist of up to 9 Directors, including the offices of President, Vice-President, Treasurer, and Recording Secretary, and elected for one year terms.
Section 2. Board meetings shall be held the discretion of the board.
Section 3. A majority of the Board shall constitute a quorum at any meeting.
Section 4. Special meetings of the Board may be called by the President or upon the request of the majority of the Board.
ARTICLE V. OFFICERS
Section 1. The elected officers of the Society shall be a President, a Vice-President, a Recording Secretary, and a Treasurer. The President and all other officers shall serve for one-year terms.
Section 2. A vacancy in the office of the President or in any other office shall be filled by the majority vote of the Board of Directors.
Section 3. The President shall be President of the Society, Chairman of the Board of Directors and an ex-officio member of all committees and shall perform all other duties associated with the office.
Section 4. The Vice-President shall assist the President in carrying out of his/her duties and shall preside at all meetings in the absence of the President. He/she may be designated by the President to head one of the standing committees.
Section 5. The Recording Secretary shall keep a record of all proceedings of the Board and the Society.
Section 6. The Treasurer shall have custody of NEW Audubon Society’s funds. He/she shall disburse the funds as ordered by the Board. He/she will prepare an annual report on the financial condition of the Society. He/she may serve as a Chairman of the Finance Committee.
Section 7. The Treasurer, the President, or designated committee chairpersons may sign all checks and drafts of the Society.
ARTICLE VI. NOMINATING COMMITTEE
Section 1. The Board of Directors shall annually appoint, not later than three (3) months prior to the next annual meeting of members, a Nominating Committee, to consist of not fewer than three (3) members. The names of the members of the Nominating Committee shall be made known to the members through the Society’s newsletter, website, other medium, or at a regular meeting of members. Any member of the Society may submit suggestions for nominations of Officers and Directors to the Nominating Committee.
Section 2. The Nominating Committee shall nominate candidates for Officers and Directors to succeed those whose terms expire. The Committee’s report shall be presented to the membership at the annual meeting.
Section 3. Nominations for Directors may be made from the floor at the annual meeting.
ARTICLE VII. ELECTIONS
Section 1. The election of the Directors will take place at the annual meeting. The election of the Officers will take place at the following Board meeting by the newly constituted Board.
Section 2. Directors presented by the Nominating Committee shall be elected by a vote of the membership present at the annual meeting, or by motion of the membership instructing the Secretary to cast a unanimous ballot in favor of the recommendations presented by the Nominating Committee.
Section 3. Voting members are defined as N.E.W. Audubon Society members in good standing.
ARTICLE VIII. COMMITTEES
Section 1. The President, with the approval of the Board of Directors, shall appoint chairpersons of Standing Committees who, in turn may select their own committee members with recommendations and suggestions from the Board. Term of office shall be for one year or until their successors are appointed.
Section 2. The President, with the approval of the Board of Directors, may appoint Special Committees whose terms of office will be determined by the length of the assignment to be done.
Section 3. Standing Committees of the Society may be as follows, and other such Committees as become necessary to carry out the functions of the Society:
FIELD TRIP COMMITTEE
ARTICLE IX. COMMITMENTS
NEW Audubon Society, Inc., its Officers, or Board of Directors, shall not enter into any commitments binding on the National Audubon Society without authorization from the latter. In like manner, the National Audubon Society shall make no commitments binding on NEW Audubon Society, Inc. without authorization from the latter.
ARTICLE X. DISCONTINUANCE
NEW Audubon Society, Inc. reserves the right to terminate its Chapter status on six-month notice, given in writing to the National Audubon Society, in which case all allocation of dues by the National Society to this Society will cease on expiration of the six-month period. NEW Audubon Society, Inc. recognizes the right of the National Society to terminate the Chapter relationship on six-month notice, given by it to NEW Audubon Society, Inc., in which case the members of NEW Audubon Society, Inc. shall continue as National Audubon Society members thereof for the balance of the term for which dues have been paid.
ARTICLE XI. TERRITORY
The normal territory to be served by the Northeastern Wisconsin Audubon Society will be Northeastern Wisconsin.
ARTICLE XII. AMENDMENTS
The Articles of Incorporation and By-Laws may be amended by a majority vote of members in good standing present at the annual meeting or at a special meeting called by the Board of Directors, provided that notice of such amendments shall have been communicated by mail or electronically to each member at least fifteen days before said meeting.
In matters not covered by these By-Laws, Roberts Rules of Order shall govern.