CONSTITUTION AND BYLAWS OF THE GREEN MOUNTAIN AUDUBON SOCIETY, INC.
A CHAPTER OF NATIONAL AUDUBON SOCIETY
Approved by vote of Membership, GMAS Annual Meeting May 25, 1995, as amended May 29, 2002 and June 12, 2005
CONSTITUTION
ARTICLE I: NAME
This organization shall be known as The Green Mountain Audubon Society, Inc. (hereinafter called the Society).
ARTICLE II: PURPOSE
Section 1. The purpose and objectives of this Society shall be to engage in any such educational, scientific, investigative, literary, historical, philanthropic and charitable pursuits as may be part of the stated purposes of the National Audubon Society, of which this Society shall function as a Chapter.
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 the National Audubon Society, or its successors, for use in the State of Vermont, 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 to those of 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 charitable purposes as presently set forth in Section 501 (c)(3) of the Internal Revenue Code.
Section 3. The relationship between this Society and the National Audubon Society shall be governed by the Chapter Policy of the National Audubon Society.
BYLAWS
ARTICLE 1: MEMBERSHIP
Section 1. Any person interested in the purpose of the Society is eligible for membership.
Section 2. Classes of membership shall be the same as those maintained by the National Audubon Society.
Section 3. Annual dues of membership shall be established, from time to time, by the National Audubon Society.
Section 4. All members of this Society shall be members of the National Audubon Society and shall enjoy all the rights and privileges accorded the members of both this and the National Audubon Society.
Section 5. Membership dues shall be payable at the time of application and yearly thereafter. Should renewal of membership dues not he paid within six months after the due date, a member so in default shall forthwith be dropped from the rolls.
Section 6. Each member, regardless of classification, 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. Membership shall be determined by the most recent membership list provided by the National Audubon Society or the most recent list of new members in the records of the Society.
ARTICLE II: MEMBERSHIP MEETINGS
Section 1. Membership meetings of the Society (including program meetings) shall be held one or more times per year. These meetings shall be open to the public.
Section 2. The annual meeting shall be held in May or June, on a date to be set by the Board of Directors, for the purposes of electing officers and directors, adopting an annual budget, and transacting such other business as may properly come before the meeting.
Section 3. The members present shall constitute a quorum for the transaction of business at any duly called regular, special or annual meeting.
Section 4. Special meetings may be called by the President, or pursuant to a resolution of the Board or by petition of not less than one-tenth of all members entitled to vote. Notice of a special meeting of members shall state the purpose or purposes for which the meeting is called.
Section 5. Notice of the annual meeting, special meetings and regular meetings, at which Society business is to be transacted, shall be given not less than 30 days 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 the address as it appears on the record of members, or at such other address as may be requested by the member in writing to the President 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 above.
ARTICLE III: BOARD OF DIRECTORS
Section 1. The control and conduct of the property and business of the Society shall be vested in a Board of Directors, not to exceed sixteen in number. The Board shall determine the policies of the Society. The Board shall include the officers of the Society, ex officio, and twelve Directors, elected in accordance with Section 2 below, all of whom shall be members in good standing of this Society.
Section 2. Directors shall be elected by a majority vote of the members present at an annual meeting and shall serve for a term of three years commencing at the annual meeting or until their successors have been elected. Vacancies occurring during a term may be filled by the Board for the period until the next annual meeting, and the service by a Director appointed by the Board for such period shall not be considered part of a three-year term. Any elected Director who shall have served as such for three consecutive full terms of three years each shall be ineligible for appointment or re-election or to serve as an officer for a period of one year immediately following the expiration of such third full term.
Section 3. Meetings of the Board of Directors shall be held regularly and according to a schedule determined by the Board, but not less than four times per year. Meetings of the Board of Directors shall be open to all members of the Society.
Section 4. A majority of the members of the Board of Directors shall constitute a quorum.
Section 5. An officer or director who is absent from three consecutive regular Board meetings may be asked to resign.
Section 6. Special meetings may be called by the President or by any four members of the Board, and at such special meetings any business may be transacted which might be transacted at a regular meeting of the Board. Notice of any special meeting shall be given to each member of the Board at the last known postal address, telephone number or e-mail address, and shall, so far as practicable, include the agenda of the meeting.
ARTICLE IV: OFFICERS
Section 1. The officers of the Society shall be a President, a Vice President, a Secretary and a Treasurer. They shall be elected at an annual meeting, and, commencing at such annual meeting, shall hold office for a term of two years, or until their successors have been elected. In case of a vacancy occurring among the officers before the end of a term, the Board of Directors shall appoint a replacement, temporarily, until the next annual meeting. Officers who have held office for two full, consecutive elected terms shall be ineligible for re-election for a third consecutive term to the same office.
Section 2. The President shall preside at all meetings of the Society and of the Board of Directors. The President shall direct and administer the affairs of the Society as its executive head, and shall supervise all phases of its work, subject to the policies and instructions of the Board. The President shall be a voting member, ex officio, of all committees.
Section 3. The Vice President shall assist the President in carrying out the duties of the office, and in the absence or disability of the President shall have all the powers and duties of the President and shall perform such other duties as may be assigned by the President or the Board of Directors.
Section 4. The Secretary shall keep a record of all the proceedings of the Society and the Board of Directors, preserve all records, minutes and correspondence relating to the Society, and perform such other duties as the Board may direct
Section 5. The Treasurer shall oversee and supervise the Society's funds and securities and the accounting of the Society's financial affairs and activities. The Treasurer may disburse the funds of the Society as ordered by the Board, taking proper vouchers therefor. The Treasurer shall submit an annual financial statement of revenues and expenses and assets and liabilities at the Society's annual meeting and make periodic reports to the Board, as requested by the Board.
Section 6. All drafts and checks on all accounts of the Society shall be signed by the Treasurer or the President. All receipts shall be reported to the Treasurer. Officers who are responsible for handling the funds of the Society shall be covered by fidelity bonds as determined by the Board of Directors. All expenditures in excess of amounts budgeted must have prior Board approval.
ARTICLE V: STAFF
Section 1. The Board of Directors may hire an Executive Director or other staff who shall be responsible for the operation of the Society programs according to the policies set forth by the Board of Directors.
ARTICLE VI: COMMITTEES
Section 1. Following the annual meeting, the President, with the approval of the Board of Directors, except as otherwise provided below, shall appoint chairs of the standing committees, which must include the Conservation, Nominating, Membership, Program, and Stewardship Committees. The chairs may in turn select their own members with recommendations and suggestions from the Board. All members of the committees shall be members in good standing of this Society. Unless otherwise specified, a minimum of three committee members is recommended. Terms of office shall be for one year, or until their successors are appointed, except as otherwise provided below. Standing committees may establish special subcommittees and solicit the help of other advisers, who need not be members, when the occasion may demand.
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 Conservation Committee shall keep informed on, and report periodically to the Board and to the membership about local, state and national governmental policies and actions affecting the natural environment, habitat, and conservation of natural resources. It may draft and recommend conservation policies for adoption by the Board of Directors. The Committee may plan, organize and arrange for field trips for members of the Society and others interested in the purposes and aims of the Society.
Section 4. The Program Committee shall recommend to the Board policies and priorities with respect to education of the public about the natural environment. The Executive Director, if any, shall serve as a member of this Committee, and the Vice President shall be the chairperson. The Program Committee also shall plan, develop and arrange membership program meetings that promote interest in and appreciation of conservation, ecology and natural history.
Section 5. The Membership Committee shall recommend to the Board annual membership and fund-raising goals and plans for accomplishing those goals. The Committee may conduct annual membership campaigns to recruit new members and maintain the old. The Committee shall maintain the Society's membership records.
The Membership Committee may also plan, draft, and produce informational Society inserts for inclusion in the Audubon Vermont quarterly.
Section 6. The Nominating Committee. The President shall appoint a Nominating Committee consisting of a chair and two members of the Society.
(a) The Nominating Committee shall nominate candidates for directors and officers to succeed those whose terms of office will expire or become vacant.
(b) The names of the members of the Nominating Committee shall be published in the Society's newsletter. Suggestions for nominations of officers and directors may be submitted to the Nominating Committee from any member of the Society no later than thirty days before the annual meeting.
(c) In case of vacancy on the Nominating Committee, such vacancy shall be filled by a person appointed by the President
(d) Nothing herein contained shall prevent the nomination of directors or officers from the floor at the time of the meeting at which elections are to be held.
Section 7. The Stewardship Committee. The Committee shall monitor the status, condition, and use of all property owned by the Society, including, but not limited to, the Green Mountain Audubon Center, Popasquash Island, Rock Island, Upper Fishbladder Island, Grammas Island, as well as all personal property owned by the Society. The Committee shall report to the Board on these matters from time to time as appropriate.
ARTICLE VII: INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Society shall, to the fullest extent permitted by applicable law, indemnify an individual made a party to a proceeding because the individual is or was an officer or director of the Society against liability incurred in the proceeding.
ARTICLE VIII: PARLIAMENTARY AUTHORITY
The rules contained in Roberts Rules of Order Revised shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.
ARTICLE IX: AMENDMENTS
This Constitution and Bylaws may be amended by a two-thirds vote of the members
present at any regular meeting or any special meeting thereof, regularly called, provided, however, that notice of such amendments be mailed to each member at the last known address at least thirty days before said meeting.
ARTICLE X: FISCAL YEAR
The fiscal year of this Society shall be from May 1 through April 30.
ARTICLE XI: CONSTRUCTION
This Constitution and Bylaws shall be construed under the laws of the State of Vermont.
