Rio Brazos Audubon Society

Constitution of the Rio Brazos Audubon Society

Article I

 

Name

 

This organization shall be known as the Rio Brazos Audubon Society (hereinafter called Society).

Article II

Purpose

 

Section 1.  The purpose and objectives of this society shall be to engage exclusively in educational, scientific, literacy, historical, and charitable pursuits which are the purposes of the National Audubon Society, Inc., (hereinafter called the 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 be operated, 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 liabilities of this society, shall be donated to the National Society, as the Board of Directors of this Society may designate, none of such assets shall be donated to any organization other than 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.  The classes of membership of this Society shall be the same as the voting classes of individual Membership maintained by the National Society and shall include; Regular Member, Family Member, Student Member, Sustaining Member, Supporting Member, Contributing Member, Donor Member, Life Member, and such other voting classes of individual Membership as may be established by the National Society.

 

Section 3.  The membership dues shall be established by the National Society.

 

Section 4.  All members of this Society shall enjoy all the rights and privileges accorded to the members of both this and the National Society.

 

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.  Members in the Family Class of Membership shall be entitled to two votes per family Class of Membership shall be entitled to two votes per family, provided that at least two members of the family are present in person at the time of the voting.

 

Section 6.  Membership dues shall be payable at the time of application and, in the case of Regular, Family, Student, Sustaining, Supporting, Contributing, and Donor members, yearly thereafter.  In the case of Life members, dues shall be paid in full in one sum, except as may be provided otherwise in the By-Laws of the National Society.

 

Section 7.  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 meetings 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 on such date in each year as may be determined by vote of the Board of Directors.

 

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 include not less than three (3) Directors and be comprised of Society officers and standing committee chairs.

 

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

 

Section 3.  There shall be at least five regular meetings of the Board of Directors in any one calendar year, not more than one regular meeting in any one month.  The dates for the Regular meetings shall be determined by the Board at its first regular meeting following the annual meeting of members.

 

Section 4.  A majority of the Board shall constitute a quorum at any meeting of the Board.

 

Section 5.  The president, or, in his absence, the Vice President, shall act as Chairman 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 Chairman at such meeting.

 

Article IV

Officers

 

            Section 1.  The Officers of the Society shall be President, Vice President, Secretary, and 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 his successor is elected, and shall not succeed himself.  All other Officers shall serve for one (1) year terms, or until their successors are elected, and no individual may hold the same office for more than three (3) consecutive terms.

 

Section 3.  The Officers shall be elected for their respective terms by a plurality of the voting members of the Society present, in person or by proxy, 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.  When, for such purpose, an officer has been elected for less than full term, such part term shall be disregarded with respect to his qualification for re-election for a full term or for additional consecutive terms, as set forth in Section 2 hereinabove.

 

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.  He shall also be an ex-officio member of all committees.  He shall preside at al meetings of members and of the Board.

 

Section 6.  The Vice-President shall assist the President to carry out his 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, serve as chairman of the program committee, and shall preside at meetings of members and of the Board.

 

Section 7.  The Secretary shall conduct al the correspondence of the Society except such correspondence as, by instructions of the Board or at the discretion of the President, shall be conducted by another officer of the Society.  He shall preserve all correspondence of the Society.

 

Section 8.  The Treasurer shall have custody of the Society’s funds.  He shall disburse such funds as maybe ordered by the Board.  He shall report to the Board of Directors at its regular meetings or as requested.  He shall prepare an annual report on the financial condition of the Society for distribution to the members at eh annual meeting of the members and shall forward a copy of such report to the National Society.

 

Article V

Nominating Committee

 

Section 1.  The Board of Directors shall annually appoint a Nominating Committee, to consist of not less 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 or other publication, or by mail, or at a regular meeting of members, not later than one (1) month after the Nominating Committee has been constituted.  Suggestions for nominations of Officers and Directors may be submitted to the Nominating Committee by any member of the Society.

 

Section 2.  The Nominating Committee shall nominate candidates for Officers 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 not later than one (1) month or earlier than 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 president, with the approval of the Board of Directors, shall appoint chairman 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 one (1) year, or until their successors are appointed; but no member shall serve as Chairman of the same committee for more than three (3) consecutive years.

 

Section 2.  The President, with 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.

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 shall conduct membership campaigns to 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 lecture, discussion, 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.   It shall draft and recommend the Society’s conservation policy of the Society’s Board of Directors.  It shall carry out the conservation policy as approved by the Board and endeavor to coordinate the actions of the Society with the policy and activities of the National Society insofar as conservation measures and policies of national scope are concerned.  It shall keep the National Society informed of such actions.

 

Field Trip Committee

 

The Field Trip Committee shall plan, organize, and arrange for the proper conduct of field trips that may be participated in by members of the Society and other interests in the purposes and aims of the Society.  The Field Trip Committee shall also be responsible for the planning and count of the annual Christmas Bird Count.

 

Publications Committee

 

The Publications Committee shall publish, at least six (6) times a year, a bulletin or newsletter for the members of the Society and shall prepare any other publications helpful to the Society’s program.

 

Education Committee

 

The Education Committee shall maintain close contact with the Educational Services Division of the National Society.  It shall encourage schools and colleges within the Society’s territory to conduct courses in, or otherwise stress, natural history, ecology, and conservation.  The committee shall conduct, or cause to be conducted, workshops in natural science for members and others, and shall cooperate in furthering the educations, objectives, and programs of the National Society.  It shall, through other means inform and educate the public about the natural environment.

 

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, with out written authorization by the 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) months 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 the 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 in person or by proxy at any regular or special meeting of members duly called pursuant to the provisions of Article II, Section 4 hereinabove.  The notice of such meeting shall recite the wording of each proposed amendment.

 

Article X

Construction

 

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

 

Section 2.  The masculine pronoun, as used hereinabove shall mean the masculine or feminine, wherever applicable.