Conococheague Audubon
P.O. Box 20, Fayetteville, PA 17222    conaudubon@outlook.com

CONSTITUTION



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CONOCOCHEAGUE AUDUBON SOCIETY

(Last update approved 2017-04-10)

CONSTITUTION

Article I

Name

This organization shall be known as the Conococheague Audubon Society, hereinafter called the 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 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 operate, 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 are irrevocably dedicated to charitable purposes and no part of the property, assets, profits or net income of this SOCIETY shall ever 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 or, if unwilling or unable to accept said donation, to such corporation or corporations, association or associations, fund or funds, or foundation or foundations having similar objectives and purposes as this SOCIETY, as the Board of Directors of this SOCIETY may designate, subject to the order of a Court as provided by Law; provided that none of such assets shall be donated to any organization other that one organized and operated exclusively for one or more of the purposes presently set forth in section 501 (c) (3) of the Internal Revenue Code.


BY-LAWS

Article I

Membership

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

Section 2.

a. The classes of membership of this SOCIETY shall be the same as the memberships maintained by the NATIONAL SOCIETY.

b. All current members of the Conococheague Naturalists Society prior to the adoption of these by-laws shall have the option of retaining their membership in the Chapter without becoming members of the NATIONAL SOCIETY.

Section 3.

a. The membership dues shall be established by the NATIONAL SOCIETY.

b. Membership dues for those opting only local membership (See Section (2) (b) above) shall be established by the local Chapter.

Section 4.

a. All members of the NATIONAL SOCIETY shall enjoy all rights and privileges accorded to the members of both this and the NATIONAL SOCIETY.

b. Members choosing the option (See Section (2) (b) above) shall enjoy all the rights and privileges of the local organization.

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 properly be brought before such meeting, including the election of officers and directors.

Section 6.

a. NATIONAL membership dues shall be payable at the time of application and yearly thereafter.

b. Dues of members mentioned under Section (2) (b) shall be payable on the first day of each September.

Section 7. Members in default of membership dues shall be dropped from the rolls according to notification from the NATIONAL SOCIETY.

Article II

Meetings

Section 1. The regular meeting shall take place monthly September through May at a time and place set by the Executive Committee.

Section 2. The regular meeting in April each year shall be known as the annual business meeting and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that shall arise. One or more additional business-oriented meetings may be scheduled by the Executive Committee and 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 (1/10) of all members entitled to vote.

Section 4. Notice of the annual business meeting, special meetings, and regular meetings shall be given electronically, via the newsletter, or by other means, not less than ten (10) days before the date of the meeting.

Section 5. Notice of a special meeting shall state the purpose for which the meeting is called.

Section 6. The lesser of either one-tenth (1/10) of all voting members or thirty (30) voting members shall constitute a quorum at any meeting of members at which SOCIETY business is to be conducted. Members may be present in person or by proxy.

Section 7. There shall be at least five (5) joint meetings of the Executive Committee and Board of Directors in any one calendar year, not more than one meeting in any month. The dates for meetings shall be determined by the Board at its first meeting following the annual business meeting. A quorum at a joint meeting shall be a majority of the members of the Executive Committee and Board of Directors.

Article III

Officers, Directors and Executive Committee

Section 1. The officers of this SOCIETY shall be:

President

Vice-President

Recording Secretary

Corresponding Secretary

Treasurer

Immediate Past President

Section 2. The Executive Committee shall consist of the above officers.

Section 3. The Board of Directors shall consist of not less than six (6) elected directors.

Section 4. Each Officer and Director shall be a member of the SOCIETY.

Article IV

Nomination and Election

Section 1. Officers and two Directors shall be elected at the annual business meeting of the SOCIETY in April and shall take office at the May meeting. The President and Vice President shall be elected for terms of two (2) years and may be re-elected for a second term. Recording Secretary, Corresponding Secretary and Treasurer shall be elected for terms of two (2) years and may be re-elected for multiple terms. Officer elections shall be held in even-numbered calendar years. Directors shall be elected for a three (3) year term and shall not succeed themselves.

Section 2.

a. The Nominating Committee shall be appointed by the President at the February meeting. At the annual business meeting, the Nominating Committee shall present a slate of nominees for two Directors.

b. At the annual business meeting in officer election years, the Nominating Committee shall present a slate for the following officers:

      President

      Vice-President

      Recording Secretary

      Corresponding Secretary

      Treasurer

c. Any member of the SOCIETY may make additional nominations from the floor, providing the nominee has consented to serve if elected.

d. In case of a vacancy, the Executive Committee shall have power to fill the same for the balance of the unexpired term.

Article V

Duties

President

Section 1. It shall be the duty of the President to preside at all meetings and to enforce all laws and regulations relating to the administration of the SOCIETY.


Section 2. The President shall call meetings of the SOCIETY or Executive Committee when deemed necessary, or when requested to do so by the Executive Committee.


Section 3. The President shall appoint Chairpersons for Working committees.

Vice- President

Section 4. In the absence of the President, the Vice President shall have all the powers and prerogatives of the President. If the President is absent from the annual business meeting, the Chairperson shall be the Vice President, or another officer appointed by the Executive Committee.

Recording Secretary

Section 5. All resolutions and proceedings of meetings shall be recorded as minutes by the Recording Secretary. The Recording Secretary shall make recent minutes available at every meeting. The President is authorized to designate someone else to assist the Recording Secretary as needed.

Corresponding Secretary

Section 6. The Corresponding Secretary shall prepare, distribute, and record all correspondence relating to the SOCIETY, as directed. Either by the instructions of the Board of Directors or at direction of the President, certain other members of the SOCIETY may be permitted to conduct SOCIETY correspondence. A copy of any and all correspondence shall be forwarded to the Corresponding Secretary.

Treasurer

Section 7. The Treasurer shall manage the SOCIETY’s budget. The Treasurer shall draft a budget and present it to the Executive Committee. The Board of Directors and Executive Committee shall approve the budget annually, or more often as needed. All moneys payable to the SOCIETY shall be managed by the Treasurer. All payments and purchases by the SOCIETY shall be made in accordance with the approved budget. The Treasurer or a person designated by the Executive Committee shall be authorized to make payments in accordance with the approved budget. The Board of Directors and Executive Committee must approve in advance any exceptional expense beyond the approved budget. The Treasurer's report shall be available at each meeting of the SOCIETY.

Immediate Past President

Section 8. The Immediate Past President will provide continuity and expertise to incoming officers and serve as Annual SOCIETY Awards Chairperson, identifying those persons deserving recognition for outstanding services or accomplishment. Annually, the Immediate Past President shall review the Constitution and By-Laws and recommend changes as needed.

Board of Directors

Section 9. The Board of Directors shall vote on all policy changes related to the SOCIETY and approve the budget. The Directors shall appoint an audit committee to function upon change of Treasurer or any other time deemed necessary, at least every two years.

Executive Committee

Section 10. The Executive Committee shall take the initiative in determining the policies of the SOCIETY and supervise all holdings of the SOCIETY. The Executive Committee shall vote on all policy issues related to the SOCIETY and review and approve the budget. At any meeting of the Executive Committee a quorum shall be a majority of the members of that committee. The Executive Committee will maintain a set of Chapter Operating Guidelines for the SOCIETY. At a minimum the Chapter Guidelines will provide guidance to committees and information about typical activities.

Article VI

Committees

Section 1. The President, with the approval of the Executive Committee, shall appoint Chairpersons of Working Committees, who in turn, may select their own committee members with recommendations and suggestions from the Executive Committee. Terms of office shall be for one (1) year, or until their successors are appointed. Each committee will receive a description of their roles and responsibilities from the President and will have the option to recommend changes.

Section 2. The President, with the approval of the Executive Committee, 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. Working committee chairpersons will be invited to attend joint Board of Director Executive Committee meetings as non-voting members, but will not be required to attend those meetings.

Article VII

Commitments

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.

Article VIII

Discontinuance

This SOCIETY may terminate its status as a Chapter of the NATIONAL SOCIETY upon six (6) month's 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.

Article IX

Amendments

This Constitution and By-Laws may be amended by a majority vote of members present or by proxy at the annual business meeting. The notice of such meeting shall recite the wording of each proposed amendment.

Article X

Parliamentary Authority

In procedural matters not covered by these By-Laws, Robert's Rules of Order shall govern.

Article XI

Construction

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