By-Laws of the Loess Hills Audubon Society
Chapter of the National Audubon Society
ARTICLE I: MEMBERSHIP
1. Any person interested in the
purposes of the
Society is eligible for membership.
2. Classes of membership shall
be the same as
those maintained by the National Audubon Society.
3. Annual dues of membership
shall be as
established by the National Audubon Society.
4. All members
in good standing shall
enjoy all rights and privileges pertaining to the members of both LHAS and the
National Audubon Society.
in Loess Hills Audubon Society is effective from the date one becomes a member
of the National Audubon Society or of the LHAS chapter.
Section 6. Should
renewal of National Audubon Society membership or
the LHAS Chapter-only membership dues not be paid
within six months after the time that
they are payable, that member’s official
Loess Hills membership shall be ended.
1. General meetings of the
Chapter shall be held
at least once each month from September through May. The May meeting shall be
the Annual Business/Membership Meeting at which time new officers will be
elected. New officers will take office at the beginning of the next fiscal
2. Should the general meeting
be cancelled (for
instance, due to weather), then the Board Meeting scheduled for that date is
3. Special meetings may be called
President, or pursuant to a resolution of the Board. Ten days notice of such
special meeting, stating objectives thereof, shall be given to members at their
last known post office address or electronically.
4. If proper notice has been
served of a general
or special meeting, and all attendees are in agreement that such notice was
given, a quorum shall be deemed present for the transaction of business.
1. The control and conduct of business
of the Chapter shall be vested in its Board of Directors.
The Board shall determine the policies of the
Society. The Board shall include (a) the
elected officers and (b) five Directors elected by the members for terms of two
2. Regular meetings of the
Board shall be held
at least once every other month, September through June. The last meeting of
the fiscal year shall be the Annual Board Retreat during which time the goals
and budget for the coming fiscal year will be decided and new Board members
will be properly advised of their duties.
3. A majority of the Board
shall constitute a
quorum at any meeting.
4. Special meetings of the
Board may be called
by the President or upon request of the majority of the Board. Ten days notice
of such special meeting, stating objectives thereof, shall be given each Board member
at their last known post office address or electronically.
1. The elected Officers of the
shall be a President, a Vice-President, a Secretary, and a Treasurer. The terms of office for every officer shall
be for two years with a maximum of two consecutive full terms. The President
and Vice-President shall be elected in even-numbered years and the Secretary
and Treasurer shall be elected in odd-numbered years.
2. The elected Directors of the
shall serve for terms of two years with a maximum of two consecutive full terms
and be designated as Director 1, Director 2, Director 3, Director 4, and
Director 5. Odd-numbered Directors shall be elected in
odd-numbered years and even-numbered Directors
shall be elected in even-numbered years. A Director who has reached their
maximum term of service may not run for a different Director position without
waiting for one year
3. A vacancy in the office of the
President or in any other office or any director shall be filled by the
majority vote of the Board of Directors to hold office until the next annual
meeting at which time the vacancy shall be filled by election of the general
membership. If an officer or director is appointed/elected this way and will
serve for less than half of the normal two-year term for that office, s/he
shall still be eligible to serve up to two consecutive full terms. Thus, any
officer or director could potentially serve for a maximum of five consecutive
4. The President shall be President
the Chapter, Chairman of the Board of Directors and an ex-officio member of all
committees and shall perform all other duties associated with the Office of
5. The Vice-President shall
assist the President
in the carrying out of their duties and shall preside at all meetings in the
absence of the President. The
Vice-President shall be designated by the President to head one of the Standing
6. The Secretary shall keep a record
all proceedings of the Board and the Chapter and conduct the correspondence of
the Chapter. All, important letters will
be signed by the President of the Chapter.
7. The Treasurer shall have
custody of the
Chapter’s funds. The Treasurer shall
disburse the funds as may be ordered by the Board, report to the Board of
Directors at their regular meetings, or as requested, and will prepare an
annual report on the financial condition of the Chapter as required by National
8. Either the Treasurer or the
President may sign
all checks and drafts, of the Chapter.
ARTICLE V: NOMINATING COMMITTEE
1. The Board of Directors shall
appoint a Nominating Committee to consist of not less than three members. The Nominating
Committee shall be formed by the February meeting date. The names of the
members of the Nominating Committee shall be made known to the membership of
the Chapter. Any member of the Chapter
may submit suggestions for nominations for officers and directors to the
2. The Nominating Committee shall
nominate candidates for officers and directors to succeed those whose terms of
office expire. Its report shall be presented to the membership at a regular
meeting one month prior to the Annual Business/Membership Meeting.
3. Nothing herein contained
nominations of officers or directors from the floor at the time of the meeting
at which elections are to be held.
1. The election of officers and
take place at the Annual Business/Membership Meeting.
Elected officers and directors shall take
office at the beginning of the next fiscal year.
2. Candidates for elected positions
to the Board presented
by the Nominating Committee shall be elected by a voice vote of the membership
present at the Annual Business/Membership 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.
However, if there is more than one candidate
for any position, the election to such position shall be by ballot with the
winner receiving the majority vote of the ballots cast.
ARTICLE VII: COMMITTEES, SPECIAL
COMMITTEES, AND TASK FORCES
1. The President, with the approval
of the Board
of Directors, shall appoint chairs of
Standing Committees who, in turn may select their own committee members with approval from the Board. Terms
of office shall be for one year or until a successor is appointed.
Chair shall serve more
than three consecutive years for the same committee. No person shall
be the Chair of more than one committee concurrently. However, members can
serve on more than one committee at a time.
committees shall be composed of not less than three members.
3. 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.
4. Standing committees of the Chapter
will be as
follows, and other such Committees as become necessary to carry out functions
of the Chapter.
It shall be the duty of this committee to
cooperate with Chapter Services of the National Audubon Society in order to
maintain the current records of NAS members within the LHAS territory.
It shall also be this committee's duty to conduct local membership campaigns to
add new members and to retain current members.
Chapter Activities Committee
It shall be the duty of this committee to
plan and organize chapter activities. It shall promote interest and
appreciation of the mission and goals of the chapter.
It shall be the duty of this Committee to inform the chapter
about relevant issues related to conservation and to educate the public about
conservation. The committee shall also advise the board on related conservation
activities the chapter may wish to pursue.
It shall be the duty of this committee to
keep the membership and community informed about the mission and activities of
the chapter. This committee shall
publish a newsletter and manage social media services as appropriate. The committee
shall provide public notices
through appropriate media.
shall be the duty of this committee
to help establish and manage the “Project Fund” for the purposes of funding
projects approved by the board. This
committee shall also advise the Board on possible projects the chapter may wish
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 this Chapter without its consent.
reserves the right to terminate its Chapter status on six-months’ notice, given
in writing to the National Audubon Society, in which case all allocation of
dues by the National Society to this Chapter will cease on expiration of the
six-months’ period. This
recognizes the right of the National Society to terminate the chapter relationship
on six-months’ notice, given by it to this Chapter in which case the members of
this Chapter continue as members of the National Society for the balance of the
term for which dues have been paid.
ARTICLE X: DISSOLUTION
Upon the dissolution
of the corporation,
the Board of Directors shall, after paying or making provision of the payment
of all the liabilities of the corporation, dispose of all of the assets of the
corporation exclusively for the purposes of the corporation in such manner, or to
such organization or organizations organized and operated exclusively for
charitable, educational, religious or scientific purposes as shall at the time
qualify as an exempt organization or organizations under Section 501 (c) (3) of
the Internal Revenue Code of 1954 (or the corresponding provision of any future
United States Internal Revenue Law), as the Board of Directors shall
determine. Any such assets not
so disposed of shall be disposed of by
the District Court of the county in which the principal office of the
corporation is then located, exclusively for such purposes or to such
organization or organizations, as said Court shall determine, which are
organized and operated exclusively for such purpose.
covered by these By-Laws, Roberts Rules of Order shall govern.
ARTICLE XII: AMENDMENTS
Constitution and By-Laws may be amended by a majority vote of members in good
standing present at any general meeting or at any special meeting thereof,
regularly called, provided a quorum is present and provided further that notice
of such amendments shall have been mailed to each member of the Society at
their known address or given electronically, at least fifteen days before said