PEACE
RIVER AUDUBON SOCIETY
BYLAWS
Including
Articles I and II from the
ARTICLES
of INCORPORATION
ARTICLE
I
The
name of the corporation shall be Peace
River Audubon Society and the mailing
address of the corporation shall be:
P.O.
Box 510760, Punta Gorda, Florida 33951-0760
ARTICLE
II
The
objects and purposes of the corporation
are to engage in any such educational,
scientific, investigative, literary,
historical, philanthropic and charitable
pursuits as may be included within the
following:
| 1. |
to foster the protection
and wise management of those aspects
of man's environment that will ensure
his physical survival and his psychological
well being; |
| 2. |
to arouse through education, public
recognition of the value of, and
the need for protecting, native flora
and fauna, soil, air, and water,
as well as the interdependence of
these several natural resources; |
| 3. |
to study and conduct research with
relation to the scientific facts,
including but not limited to natural
science and ecology, a knowledge
of which is essential to the formulation
of sound policies in the field of
conservation; |
| 4. |
to foster recognition of the need
for preservation of such environmental
conditions as ample food, water and
cover upon which native plants and
animals depend for survival; |
| 5. |
to foster the preservation of an
adequate stock of native animals
and plants, so that no native species
may become threatened with extinction; |
| 6. |
to promote the protection and preservation
of natural resources, including the
encouragement, establishment, and
maintenance of natural sanctuaries; |
| 7. |
to foster environmental education
and in furtherance thereof to encourage
and promote the preservation of tracts
of natural land, particularly in
or near urban areas, and the establishment
and maintenance thereof of facilities
and programs which will bring about
a better understanding by children
and adults of the world of nature; |
| 8. |
to publish and distribute documents,
as means of disseminating information
about the subjects mentioned above
or related matters; |
| 9. |
to accumulate and maintain such
documents and records as will constitute
a history of the movement to conserve
natural resources in the State of
Florida; |
| 10. |
to hold meetings, lectures, and
exhibitions, and to develop and maintain
a library in the interest of the
conservation of natural resources; |
| 11. |
to establish and maintain such
educational projects as nature trails,
nature centers, exhibits, tours,
and camps; |
| 12. |
to encourage cooperation among
affiliated groups and other organizations
in sympathy with the stated aims
of this corporation; |
| 13. |
to cooperate, as the occasion permits,
with national and state agencies,
and with private and public associations
and foundations devoted to the interests
of conservation and to education
in the field of natural resources; |
| 14. |
to further by all means that are
both wise and opportune, the objects
included within or related to those
listed in the foregoing subsections; |
15. |
the said corporation is organized
exclusively for charitable, educational,
and scientific purposes including,
for such purposes, the making of
distributions to organizations that
qualify as exempt 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). |
ARTICLE
III
The
Peace River Audubon Society, hereinafter
referred to as the "Society," shall function
on a fiscal year basis, such fiscal year
running from a given July 1 through the
subsequent June 30.
ARTICLE
IV
In
all which follows the masculine pronoun
when used means masculine or feminine
interchangeably.
ARTICLE
V
The
relationship between this Society and
the National Audubon Society (NAS)
shall be governed by the NAS Chapter
Policy.
ARTICLE
VI
MEMBERSHIP
| Section 1 |
Any person interested
in the purposes and objectives of
this Society is eligible to become
a member. |
| Section 2 |
The classes of full membership
of this Society shall be the same
as the voting classes of membership
maintained by the NAS . |
| Section 3 |
Membership
dues shall be as established by
NAS. |
| Section 4 |
Any person may become an associate
chapter member and receive the Society newsletter
by paying an annual amount as established
by the Board. Such individuals are
not members of the NAS; they may
not hold a Society office,
nor are they entitled to vote. |
| Section 5 |
All members as defined in Section
2 above shall enjoy all Society rights
and privileges, including the rights
to hold office and to vote as detailed
in Section 6 following, as well as
all rights and privileges flowing
from Audubon of Florida (AOF) and NAS
membership. |
| Section 6 |
Each member as defined in Section
2 above shall
have the right to cast one vote at
the Society's Annual Meeting and
at any regular or special meeting
of members on any motion that may
be properly be brought before such
meeting, including the election of
officers and directors. Family members
shall be entitled to two votes per
family, provided that at least two
members of the family are present
in person (or by proxy) at the time
of the voting. |
| Section 7 |
Membership dues shall be payable
at the time of application and yearly
thereafter except in the case of
Life Members, whose dues shall be
paid in full in one sum or as may
be provided otherwise in the Bylaws
of the NAS |
| Section 8 |
Upon notification of a member's
membership expiration from NAS, the member
will be sent one additional copy
of the Society newsletter along with
a notification of need to renew their
membership. |
| Section 9 |
Chapter members will pay an annual
membership fee as determined by the
Board and will receive the chapter
newsletter, The White Bird. Chapter
members are not eligible to vote
at chapter meetings or to hold office
in the Chapter. |
ARTICLE
VII
MEMBER
MEETINGS
| Section 1 |
Regular meetings of
members (hereinafter called General
Membership Meetings) shall be held
on such day of such months as may
be determined by vote of the Board
of Directors, but the number of such
meetings shall be not fewer than
six in any fiscal year. |
| Section 2 |
The Annual Meeting of the membership
shall be held on such date in May
each year as may be determined by
vote of the Board of Directors. |
| Section 3 |
Special meetings of the general
membership 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. |
| Section 4 |
Notice of the Annual Meeting, special
meetings, and General Membership
Meetings at which Society business
is to be transacted shall be given
not less than ten (10) nor more than
thirty (30) calendar days before
the date of the meeting. Such notice
shall be considered legally given
when deposited in the United States
Mail, with postage thereon prepaid,
and directed to the member at his
address as it appears on the record
of members, or at such other address
as he may request in writing to the
Secretary of the Society. As an alternative,
notice of such meetings shall also
be considered legally given if published
in the Society's newsletter or other
regular publication, provided such
publication is mailed in accordance
with the provisions stated herein
above. |
| Section 5 |
Notice of a special membership
meeting shall state the purpose of
purposes for which the meeting is
called. |
| Section 6 |
The members present shall constitute
a quorum for conducting business
at duly noticed Annual and General
Membership Meetings. The members
may be present in person or by proxy. |
ARTICLE
VIII
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 not less than nine (9) elected
directors; and, for one year, the
Society's immediate past president.
Each shall have full voting rights.
As part of his responsibilities,
each director shall serve on a standing
or ad hoc committee when so requested
by the President. Non-directors,
ad hoc committee chairs, when serving
at the request of the President,
shall be ex officio members of the
Board without voting rights. |
| Section 2 |
Directors shall be
elected at the Society's Annual Meeting
for a term of two years, by a plurality
of the voting members of the Society
present in person or by proxy. Director
terms shall be staggered so that,
as nearly as possible, half of the
Directors' terms shall expire one
year and half the following year.
Directors shall assume office immediately
upon election. |
| Section 3 |
No individual shall
serve more than two (2) consecutive
terms as a member of the Board. |
| Section 4 |
If by reason of resignation,
death, or other circumstance, a vacancy
(ies) occurs resulting in the Board
having less than a full compliment
of Directors, the Board may elect,
by majority vote, a Director(s) from
the General Membership to fill such
vacancy and the Director(s) so elected
shall serve until the Society's next
Annual Meeting. When under such circumstances,
a Director(s) has been elected for
less than a full term, such part
term(s) shall be disregarded with
respect to qualification for re-election
for additional consecutive terms
as set forth in Section 3. |
| Section 5 |
There shall be at
least six (6) regular meetings of
the Board of Directors per fiscal
year and, except in response to emergencies,
no more than one regular meeting
in any one month. The dates for regular
Board meetings shall be determined
by the Board at its first regular
meeting following the Society's Annual
Meeting, which first meeting shall
be at the call of the President. |
| Section 6 |
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 shall be given in person
or by telephone not less than three
(3) or more than ten (10) prior
to the date of the meeting or,
if by mail, not less than ten (10)
days nor more than twenty (20)
days prior to the date of the meeting. |
| Section 7 |
A majority of the
Board members not on leave shall
constitute a quorum at any Board
meeting. The Board may grant a leave
of absence to members so requesting.
However, at least six Board members
must be pesent to constitute a quorum. |
| Section 8 |
The President, or
in his absence, the Vice President
shall chair all Board meetings. In
the absence of both President and
Vice President, the Board shall designate
any other Board member to act as
meeting chair. |
| Section 9 |
Any Director of the
Society not on approved leave who
is absent from three (3) duly called
consecutive Board meetings without
an excuse approved by the Board will
automatically be dropped from the
Board. |
ARTICLE
IX
OFFICERS
| Section
1 |
The officers
of the Society shall be a President,
a Vice President, a Secretary and
a Treasurer. To serve as an officer,
one must be a duly elected member
of the Board of Directors. Upon request
of the President, the Board may approve
an assistant to any Society officer,
such an assistant not having Board
status. |
| Section 2 |
Officers shall serve
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 Society's Annual
Meeting, and shall take office immediately
following their election, replacing
the then present Officer. |
| Section 4 |
If by reason of resignation,
death, or other circumstances, an
office shall become vacant, the Board
may elect by majority vote, a Society
member in good standing to fill the
vacancy. The Officer so elected shall
serve until the next Annual Meeting.
When, under such circumstances, an
Officer has been elected for less
than a full term, such part term
shall be disregarded with respect
to his qualification for reelection
to a full term or to additional consecutive
terms, as set forth in Section 2
here-in-above. |
| Section 5 |
The President shall
direct and administer the affairs
of the Society as its executive head
and shall supervise all phases of
Society activity, subject to the
Society's Articles of Incorporation,
bylaws and policies as established
by the Board. He shall also be an
ex-officio member of all committees
except the nominating committee.
He shall preside at all meetings
of the members and the Board. |
| Section 6 |
The Vice President
shall assist the President to carry
out his duties and, in the absence
of the President, shall direct and
administer the affairs of the Society
and supervise its activities as described
for the higher office in the foregoing
Section 5. He shall also preside,
in the absence of the President,
at all meetings of members including
meetings of the Board. |
| Section 7 |
The Secretary shall
keep Board and Annual Meeting minutes.
If business is conducted at a General
Membership Meeting the Secretary
shall also take minutes. After the
President's approval, the minutes
shall be mailed or delivered by the
Secretary to Board members no later
than one week prior to the next Board
meeting. The Secretary shall process
and handle all correspondence of
the Society including interactions
with other organizations, acknowledgment
of gifts and services, and such other
correspondence as may be directed
by the President of the Society.
With the assistance of the Membership
Chairman, the Secretary shall maintain
the official list of Society members. |
| Section 8 |
The Treasurer shall
maintain the Society's financial
records and be custodian of the Society's
funds. He shall be responsible for
the Society's official seal and logo,
and all official corporate documents.
He shall be a member, but not chairman
of the Finance Committee, and shall
administer both records and funds
in accordance with Finance Committee
and Board policy. He shall supervise
the preparation and operation of
the Society's annual budget. He shall
submit written records to the Board
at its duly scheduled meetings in
such detail as the Board may specify,
oral reports in general terms to
the Society's members at General
Membership Meetings, and an audited
annual financial statement at the
end of the fiscal year. He shall
forward, through the President, a
copy of the audited annual report
to NAS. |
ARTICLE
X
EXECUTIVE
COMMITTEE
| Section 1 |
There shall be an Executive
Committee of the Board of Directors
composed of all officers plus two
elected directors, who shall be appointed
by the Board at its first meeting
following the Annual Meeting. |
| Section 2 |
The Executive Committee shall have
the power and authority to act on
any business that, in the judgment
of the President, requires decisions
prior to the next scheduled meeting
of the Board. The committee shall
meet at the call of the President.
A quorum of the Executive Committee
shall consist of four (4) members. |
| Section 3 |
In the event that any regular or
specially called meeting of the Board
a quorum is not present, but there
is a quorum of the Executive Committee,
the President may convene the Executive
Committee to act on business at hand.
Minutes of any meeting of the Executive
Committee shall be presented at the
next regular meeting of the Board
for information and approval. |
ARTICLE
XI
NOMINATING
COMMITTEE
| Section 1 |
The Board of Directors
shall annually appoint, not later
than three (3) months prior to the
year's Annual Meeting, a Nominating
Committee of not less than three
(3) members. The names of the members
of the Nominating Committee shall
be made known to the General Membership
through the Society's newsletter
or other publication, or by mail,
or at a regular General Membership
Meeting, not later than one (1) month
after the Nominating Committee has
been constituted. Suggestions for
nominations of the following year's
Officers and Directors shall be actively
sought; suggestions 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 as of the upcoming Annual
Meeting. Nominees shall be made aware
of Officer and Director responsibilities
as set forth in current Bylaws. The
committee's nominations shall be
presented at a General Membership
Meeting not later than one (1) month
nor 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
XII
OTHER
COMMITTEES
| Section 1 |
The President, with
the approval of the Board, shall
appoint standing committee chairs
who may, in turn, select their own
committee members with the recommendations
and suggestions from the Board if
desired. 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. Standing committees shall
be composed of not less than three
(3) members. Each committee chair
during his tenure shall submit an
oral or written report to the Board,
preferably at each duly scheduled
Board Meeting; but in no event, less
often than quarterly. Committee chairs
may be removed from their appointments
for due cause by a majority vote
of the Board. |
| Section 2 |
The President, with the approval
of the Board, may appoint Special
or Task Force Committees whose terms
of office will be determined by the
length of the assignment given. |
| Section 3 |
Standing committees may be the
following other committees which
may be established by the Board to
carry out the functions of the Society. |
MEMBERSHIP
COMMITTEE
The
Membership Committee shall maintain close
contact with the Membership Department
of NAS. 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 be responsible
for planning and overseeing programs
at General Membership and Annual Meetings.
The committee shall provide lectures,
discussions, and such other events as
may promote interest in and appreciation
of birding, conservation, ecology and
natural history.
CONSERVATION
COMMITTEE
The
Conservation Committee shall focus on
local, state and national policies and
actions affecting the natural environment
and the conservation of natural resources.
It shall recommend conservation policies
and action to the Board. It shall carry
out Board-approved conservation policy
and endeavor to coordinate the Society's
conservation measures with the policy
and activities of AOF and NAS where appropriate.
It shall keep AOF and NAS informed of
Society concerns and activities when
appropriate.
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 others
interested in the purposes and aims of
the Society.
PUBLICITY
COMMITTEE
The
Publicity Committee shall publicize,
through newspapers, radio, TV, and other
publicity media, the purposes, aims,
program and activities of the Society.
NEWSLETTER
COMMITTEE
The
Newsletter Committee shall publish, at
least six (6) times a year, a bulletin
or newsletter for the members of the
Society and shall prepare other publications
helpful to the Society's success. The
Newsletter Editor, as appointed by the
Board, shall be the Chairman of the Newsletter
Committee.
EDUCATION
COMMITTEE
The
Education Committee shall maintain close
contact with the Educational Services
Divisions of AOF and NAS. It shall encourage
schools and colleges within the Society's
region 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
educational objectives and programs of
the AOF and NAS. It shall actively inform
and educate the public about the natural
environment.
FINANCE
COMMITTEE
The
Finance Committee shall recommend to
the Board matters of financial policy,
plan the annual budget of the Society,
assist the Treasurer in the maintenance
of appropriate records and the preparation
of financial reports, and make recommendations
to the Board and carry out plans for
obtaining financial support. The Finance
Committee shall present to the Board,
by the second meeting of the new fiscal
year, a proposed budget for the upcoming
fiscal year.
ARTICLE
XIII.
CHEC
REPRESENTATIVE
The Society is a
Corporate Member and co-founder of the
Charlotte Harbor Environmental Center
(CHEC). As such, the Society is invited
by CHEC to appoint a representative to
the CHEC Board of Directors. The President,
with the approval of the Board, shall
appoint each year at the first board
meeting following the election of new
officers, one of its Directors as the
CHEC Representative.
ARTICLE
XIV.
COMMITMENTS
The
Society shall not enter into any commitments
binding upon NAS or AOF without written
authorization by NAS or AOF, nor shall
NAS or AOF, without written authorization
by the Society, enter into any commitments
binding upon the Society.
ARTICLE
XV.
AMENDMENTS
These
bylaws may be amended by majority vote
of Directors present in person at any
regular or special meeting of the Board
duly called pursuant to the provisions
of ARTICLE VII, Sections 5 and 6 here-in-above.
The notice of such meeting shall include
written recitation of the wording of
each proposed amendment.
ARTICLE
XVI.
RULES
OF ORDER
In
procedural matters not covered by these
Bylaws, the current version of Robert's
Rules of Order shall govern.
ARTICLE
XVII.
CONSTRUCTION
These Bylaws
shall be construed under the laws of
the State of Florida
|
