About Eastern Sierra Audubon

Chapter Bylaws

NOTE: New Bylaws will be posted soon - as of late 2012 we are getting our official 501(3)(c) Nonprofit status and reincorporated and rewrote our bylaws as required for this process. Updated bylaws will be posted soon...

NEWS FLASH: we are official! Our letter from the IRS came in February 2013! Watch for updates!

ESAS Bylaws, approved by vote of the members present at the December 11, 2002 Chapter meeting.

CONSTITUTION

ARTICLE I

NAME

This organization shall be known as the Eastern Sierra Audubon Society (hereinafter called 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 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 share-holder 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 objects 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 than one organized and operated exclusively for one or more of the purposes presently set forth in Section 50l(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 classes of Membership maintained by the NATIONAL SOCIETY.

Section 3.

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

Section 4.

Each member except Corporate Members 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 5.

Membership dues shall be payable at the time of application and yearly thereafter.

Section 6.

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

Membership Meetings, to which the general public may be invited, shall be held at periodic intervals, normally one each during the months of September through June.

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 consist of the 4 Officers plus 2 or more additional, elected, Directors.

Section 2.

The Directors shall be elected for the term of one year.

Section 3.

Vacancies during terms may be filled, if necessary, via election by the remaining Board members.

Section 4.

There shall be at least five regular meetings of the Board of Directors in any one calender year, not more than one regular meeting in any one month. Special meetings of the Board shall be called by the President upon request of the majority of the Board.

Section 5.

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

Section 6.

The President or, in his/her 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 a President, a Vice-President, a Secretary and a Treasurer, and such other Officers as may be determined by the Board of Directors. All officers shall be members in good standing of the National Audubon Society.

Section 2.

The President shall hold office for a two-year term, or until his/her successor is elected. All other Officers shall serve for one (1) year terms, or until their successors are elected.

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 that meeting designated for election of officers.

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.

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

Section 6.

The Vice-President shall assist the President to carry out his/her 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, and shall preside at meetings of members and of the Board.

Section 7.

The Secretary shall keep a record of all proceedings of the SOCIETY and of the Board of Directors. He/she shall send notice of all meetings. He/she shall preserve all correspondence of the SOCIETY.

Section 8.

The Treasurer shall have custody of the SOCIETY'S funds. He/she shall disburse such funds as may be ordered by the Board. He/she shall report to the Board of Directors at its regular meetings or as requested. He/she shall prepare an annual report on the financial condition of the SOCIETY.

Section 9.

All checks and drafts of the SOCIETY may be signed by the Treasurer and any other designated officer.

ARTICLE V

NOMINATIONS AND ELECTIONS

The Board shall annually appoint, and give instruction to, a Nominating Committee, or shall itself serve as such. The proposed slate of officers and directors shall be made known to the membership at least 30 days in advance of the general membership meeting at which voting will take place. At this meeting nominations will also be accepted from the floor. Normally, officers would be elected at the May or June meeting.

ARTICLE VI

OTHER COMMITTEES

Section 1.

The President, with the approval of the Board of Directors, shall appoint chairmen of Standing Committees who, in turn, may select their own committee members with recommendations and suggestions from the Board, as the Board deems appropriate.

ARTICLE VII

ADHERENCE TO CHAPTER POLICY

The relationship between this SOCIETY and the NATIONAL SOCIETY shall be governed by the Chapter Policy. That policy, as of the year 2001, is appended to these Bylaws.

ARTICLE VIII

AMENDMENTS

This Constitution and By-Laws may be amended by a majority vote of all members present in person or by proxy at any regular or special meeting of members duly called by the board with 30 days notice. The notice of such meeting shall recite the wording of each proposed amendment.

ARTICLE IX

PARLIAMENTARY AUTHORITY

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

ARTICLE X

CONSTRUCTION

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

APPENDIX

AUDUBON CHAPTER POLICY 2001- SECTIONS RELATING TO BYLAWS

SECTION V. C.

In order to be chartered, Chapters were previously required to include a number of specific provisions in their Bylaws. These provisions set forth details of the relationship between National and Chapters regarding membership, membership dues, required meetings, committees and activities, binding commitments, probation and discontinuance. In light of current changes to this Policy, many of these provisions have become obsolete. In addition, the provision on probation and discontinuance has changed and will need to be amended.

As a result, now each Chapter needs only to include in its Bylaws the language of Section I.G. regarding mutually binding commitments and Section V.D. regarding probation and discontinuance. A Chapter may choose to delete from its Bylaws all other previously required sections.

Alternatively, a Chapter may amend its Bylaws by removing all previously required provisions and adding the following: "The relationship between this Chapter and the National Audubon Society shall be governed by the Chapter Policy."

SECTION I. G.

Neither Chapters nor National shall enter into any commitment binding on the other without written authorization to do so.

SECTION V. D.

Change of Chapter Status

Circumstances may arise under which either a Chapter or National may choose to reconsider
their relationship. These situations include but are not limited to: (i) a Chapter becoming inactive or ceasing, operations, (ii) a Chapter choosing to adopt policies or pursue activities that are in conflict with or do not fulfill this Chapter Policy, and (iii) a Chapter deciding to terminate its certification as a Chapter of the National Audubon Society.

In such situations, it is the responsibility of the State Director or Chapter Services Office (in states without a State Office) to work with the Chapter to attempt to return the Chapter to full activity or to compliance with the Chapter Policy. The State Director or Chapter Services Office is encouraged to use whatever tools or resources are needed to restore the Chapter to full Chapter activity or to compliance; options might include formulation of a remedial plan, or designation of "reorganization" status for Chapters needing additional time with temporary suspension of dues share and access to the mailing list.

If the Chapter is not able or willing to return to full activity or to compliance, then the State Director, acting after consultation with the State Board, or the Chapter Services Office (for Chapters in states without a State Office) may recommend to the Senior Vice President for Field Operations (SVP) that Chapter de-certification is warranted and request revocation of a Chapter's charter. If that recommendation is approved, the SVP will provide sixty (60) days written notice of de-certification to the Chapter President.

Any Chapter, by vote of its Board, may revoke its charter and cease to be a Chapter of National by providing sixty (60) days written notice of such decision to its State Director or the Chapter Services Office (for Chapters in states without a State Office).

In any case, each member of the Chapter will remain a member of National for as long as their Audubon membership is current.

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