CONSTITUTION
ARTICLE I
NAME
This organization shall be known as the Menunkatuck 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 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 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 501 (c) (3) of the Internal Revenue Code.
BYLAWS
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 Membership maintained by the NATIONAL SOCIETY and Friend of Menunkatuck.
Section 3. The membership dues shall be as established by the NATIONAL SOCIETY. Dues for Friends of Menunkatuck shall be established by vote of the SOCIETY Board of Directors.
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, except as otherwise provided hereinafter.
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. Membership dues shall be payable at the time of application and yearly thereafter.
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 meeting 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 April each year as may be determined by vote of the 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 meeting, special meetings, and regular meetings, at which SOCIETY business is to be transacted, shall be given not less than thirty (30) days nor more than seventy-five (75) before the date of the meeting. Such notice is 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 this SOCIETY. Notice of such meetings may be published in the SOCIETY’S newsletter or other regular publication, provided such publication is mailed according to the provisions stated hereinabove. Notice of such meetings may be electronically transmitted to the member in a manner authorized by the member.
Section 5. Notice of a special meeting of members shall state the purpose or purposes for which the meeting is called.
Section 6. The lesser of either one-twenty-fifth (1/25) of all voting members or twenty-five (25) voting members, shall constitute a quorum at any meeting of members at which SOCIETY business is to be conducted. The members may be present in person or by proxy.
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 six (6) elected directors and, exofficio with full voting rights, the elected officers of the SOCIETY. The Board may elect no more than four (4) additional Directors and such Director or Directors so elected shall serve until the next annual meeting of members.
Section 2. The Directors shall be elected for the term of one year, or until the following annual meeting, whichever comes first, by a plurality of the voting members of the SOCIETY present in person or by proxy at the annual meeting of members.
Section 3. If by reason of resignation or death, or for any other reason, vacancies exist whereby the Board has not the full complement of Directors, the Board may proceed to elect a Director or Directors to fill such vacancies and the Director or Directors so elected shall serve until the next annual meeting of members.
Section 4. When a member of the Board has a conflict, which prevents attendance at a regular meeting of the Board, it is the member’s responsibility to notify the President of such conflict. Any member of the Board who, without reason acceptable to the Board, fails to attend three (3) consecutive regular meetings of the Board, shall be deemed to have resigned. Such resignation must be accepted by a two-third (⅔) majority of the Board positions filled.
Section 5. There shall be at least five regular monthly meetings of the Board of Directors in any one calendar year. The dates for the regular meetings shall be determined by the Board at its September meeting.
Section 6. Special meetings of the Board shall be called by the President or by the Recording Secretary upon request of the majority of the Board. Notice of a special meeting may be given in person or by telephone or electronically not less than three (3) nor more than thirty (30) days prior to the date of the meeting or, if by mail, not less than ten (10) nor more than thirty (30) days prior to the date of the meeting.
Section 7. A majority of the Board shall constitute a quorum at any meeting of the Board.
Section 8. Any business of the Board may be conducted at a publicly accessible place, or electronically, or by telephonic conference call.
Section 9. Votes of the Board may be taken by electronically if each Director signs a consent describing the action taken or to be taken which action will be specified in an attachment to an email. The consent may be signed electronically – \\John H. Smith\\ – for example, and delivered electronically – as a PDF attached to an e-mail. The President shall collect all of the Directors’ signatures and retain them and the vote shall be recorded in the minutes of the next Board meeting.
Section 10. 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 a President, a Vice-President, a Secretary, and a 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. 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 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.
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 all 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, 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 shall send notice of all meetings.
Section 8. The Treasurer shall have custody of the SOCIETY’S funds. He shall disburse such funds as may be ordered by the Board. He shall report to the Board of Directors at its regular meetings or as requested. He shall prepare a quarterly report on the financial condition of the SOCIETY. He shall forward a copy of the year-end report to the NATIONAL SOCIETY. He shall prepare and publish an annual budget.
Section 9. All checks and drafts of the SOCIETY may be signed by the Treasurer, or the President. The Treasurer and the President shall be bonded.
ARTICLE V
NOMINATING COMMITTEE
Section 1. The Board of Directors shall annually appoint, not later than three (3) months prior to the next annual meeting of members, a Nominating Committee, to consist of not less than three (3) members. 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 and Directors to succeed those whose terms expire at the next annual meeting. The Committee’s report shall be presented through the SOCIETY’S newsletter or other publication, or by mail, or by electronic transmission, or at a regular meeting of members 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 VI
OTHER COMMITTEES
Section 1. The President, with the approval of the Board of Directors, shall appoint chairmen of the 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.
Section 2. 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.
Section 3. The Standing Committees may be as follows and may-include such other committees as may be constituted by the Board of Directors to carry out the functions of the SOCIETY:
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. Whenever possible a Membership Committee comprised of more than one individual should be formed; the work of the Committee should be shared among its members.
PROGRAM COMMITTEE
The Program Committee shall make all plans and arrangements for the regular meeting, except for matters relating to SOCIETY business that may be transacted at such meetings. The Committee shall make arrangements for lectures, discussions, and such other events as may promote interest in and appreciation of conservation, ecology and natural history.
CONSERVATION COMMITTEE
The Conservation Committee may keep informed on local, state and national governmental policies and actions affecting the natural environment and conservation of natural resources. It may draft and recommend the SOCIETY’S Conservation Policy to 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 others interested in the purposes and aims of the SOCIETY.
PUBLICITY COMMITTEE
The Publicity Committee shall publicize the purposes, aims and program 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 any other publications helpful to the SOCIETY’S program. All such publications may be in electronic form.
EDUCATION COMMITTEE
The Education Committee may maintain close contact with the Education Division of the NATIONAL SOCIETY. It may 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 educational objectives and programs of the NATIONAL SOCIETY. It shall, through other means, inform and educate the public about the natural environment.
FINANCE COMMITTEE
The Finance Committee shall plan the annual budget of the SOCIETY, assist the Treasurer in the preparation of financial reports, and make recommendations, and carry out plans for obtaining financial support for the SOCIETY. It shall publish the budget in the newsletter.
ARTICLE VII
FISCAL YEAR
The SOCIETY’S fiscal year shall run from July 1 to June 30 of the following year.
ARTICLE VIII
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 IX
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 this SOCIETY shall remain members of the NATIONAL SOCIETY for the balance of the term for which dues have been paid.
ARTICLE X
AMENDMENTS
This Constitution and Bylaws may be amended by a majority vote of members present in person or by proxy at any regular or special meeting of members pursuant to the provisions of ARTICLE II, Section 4 hereinabove. The notice of such meeting shall recite the meaning of each proposed amendment.
ARTICLE XI
PARLIAMENTARY AUTHORITY
In procedural matters not covered by these By-Laws, Robert’s Rules of Order shall govern.
ARTICLE XlI
CONSTRUCTION
Section 1. This Constitution and Bylaws shall be construed under the laws of the State of Connecticut.
Section 2. The masculine pronoun, as used hereinabove shall mean the masculine or feminine, wherever applicable.
Revisions ratified by membership on November 11, 2015.