MOBILE BAY AUDUBON SOCIETY CONSTITUTION AND BY LAWS REVISED MARCH 2020
Articles I and II of the Constitution are required of all societies desiring status as Branches of the National Audubon Society.
Article I: Name
This organization shall be known as the Mobile Bay Audubon Society (“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 purpose of the National Audubon Society, of which this Society shall function as a branch.
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, or net income of this Society shall never 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, shall be donated to the National Audubon Society, Inc. 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 or 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 charitable purposes as presently set forth in Section 591 (c) (3) of the Internal Revenue Code.
Section 3. No substantial part of the Society’s activities shall consist of carrying on propaganda, or otherwise attempting to influence legislation, nor shall the Society participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office. Nor shall the Society participate in organizations or coalitions whose activities are contrary to this section.
Articles I, VII, XII and XIII of the By- Laws are required of all societies desiring status as Branches of the National Audubon Society.
Article I: Membership
Section 1. Any person interested in the purposes of the Society is eligible to apply for membership.
Section 2. Classes of membership shall be the same as those maintained by the National Audubon Society. All members of the Society must be members of the National Audubon Society except as noted in Section 7 below.
Section 3. The minimum membership dues shall be as established by the National Audubon Society.
Section 4. All members shall enjoy at a minimum the rights and privileges accorded to the members of the National Audubon Society.
Section 5. Membership dues shall be payable at the time of application.
Section 6. Should renewal of membership dues not be paid within six months after the time they are payable, a member so in default shall forthwith be dropped from the rolls.
Section 7. The Society may extend a complimentary Society membership to an individual at will. This complimentary Society membership will not enroll the individual in any class with the National Audubon Society and does not grant the same rights and privileges accorded to the members of the National Audubon Society. A member with a complimentary Society membership is considered a member in good standing for voting purposes.
Article II: Meetings
Section 1. The Board of Directors shall determine the time and place of the meetings of the Society. Meetings of the Society shall be held monthly from September through May with a minimum of six meetings per year. Unless specified otherwise, a “year” is the period July 1 to June 30.
Section 2. The Annual Meeting of the Society shall be held in May. Each member of the Board of Directors will present a summary of the year’s activities and announce, as applicable, plans for the upcoming year. The Treasurer will present the audited financial report and provide a summary of donations received and detail of donations sent. Notice of the Annual Meeting will be issued by email or social media at least thirty days before the meeting date.
Section 3. In alternate years, those ending with an even number, new officers will be elected at the Annual Meeting and installed effective July 1 or after the annual audit of the Treasurer’s financial report and other transition requirements are completed, whichever is later. A minimum of ten members of the Society in good standing, not including current members of the Board of Directors, will constitute a quorum. Elections will be decided by a majority of the members in good standing present at the Annual Meeting.
Section 4. Special meetings may be called by the President, or pursuant to a resolution by the Board. Ten days written notice of such special meeting, stating objectives thereof, shall be sent to each member by email or at their last known post-office address.
Article III: Board of Directors
Section 1. The control and conduct of business of the Mobile Bay Audubon Society shall be vested in a Board of Directors, not to exceed fifteen (15) in number. The Board shall determine the policies of the Society. The Board shall include officers and at least three other directors-at-large, all of whom shall be members in good standing. All Directors shall be elected bi-annually by a majority vote of the members present or by proxy at the Annual Meeting, including adjournments thereof, with the following exceptions: (a)The immediate past-President shall be a director-at-large of the Board of Directors for two years following their term of office. (b)Vacancies occurring during the year may be temporarily filled by the Board until the Annual Meeting.
Section 2. Regular meetings of the Board of Directors shall be held at least three times per year. Written notice of such meetings shall be sent to each board member by email or at their last known post-office address. Board meetings may be held electronically by email or by conference call provided that all Board members are polled on each issue.
Section 3. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any Directors’ meeting. Motions shall be carried by a majority of those present. Any Board member who misses three consecutive Board Meetings may be voted off the Board by a majority vote of the remaining Directors.
Section 4. Special meetings may be called by the President or by any three (3) members of the Board, and at such special meetings any business may be transacted which might be transacted at any regular meeting of the Board. Notice of any special meeting shall be given each member of the Board and shall, so far as practicable, contain a statement of the business to be transacted at the meeting.
Section 5. A member of the Board may be impeached and removed by a majority vote of the members in good standing present at a regular monthly meeting in which there is a quorum. A minimum of ten members of the Society in good standing, not including current members of the Board of Directors, will constitute a quorum. The request to vote for an impeachment may be made by any member in good standing either before or during the meeting. A member of the Board of Directors may require a debate before a vote but cannot reject or delay a vote.
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 the members may elect. They shall be chosen bi-annually at the Annual Meeting of members, and shall hold office for two years, or until their successors are elected, or unless they are impeached. In the case of a vacancy occurring among the officers before the end of the term the place shall be filled for the expiration of the term by the Board of Directors. No Officer may serve more than one consecutive term in the same position but may serve consecutive terms in different positions and may serve non-consecutive terms of the same position.
Section 2. The President shall preside at all meetings of the Board of Directors and shall supervise all phases of the Society’s work in accordance with the general policies of the Board. The President shall appoint all committees except the nominating and audit committees. They shall be a member ex-officio of all Committees.
Section 3. The Vice-President shall assist the President in the carrying out of the latter’s duties and shall, in the absence or inability of the President, preside and perform the duties of President. Annually they shall notify the Membership Secretary of the National Audubon Society of the current list of officers.
Section 4. The Secretary shall keep a record of all proceedings of the Society, of the Board of Directors and of all meetings, conduct and preserve all correspondence relating to the Society and perform such other duties as the Board may direct. A permanent file shall be maintained by the Secretary and shall include the Constitution and By- Laws, the territorial agreement with the National Audubon Society, and any letters authorizing amendments to these documents. The Secretary duties shall also include the handing down of these basic documents to succeeding officers of the Society.
Section 5. The Treasurer shall have custody of the Society’s funds and securities; shall see to the deposit of all monies and securities in the name and to the credit of the Society in such depositories as may be designated by the Board of Directors. They shall disperse the funds of the Society as may be ordered by the Board, taking proper vouchers therefor, and shall render to the Board of Directors at the regular meetings of the Board, or whenever they may require it, an account of all their transactions as Treasurer and of the financial condition of the Society. They shall submit a report of the financial condition at the Annual Meeting of members.
Section 6. All drafts and checks of the Society shall be signed by the Treasurer and countersigned by the President or Vice-President. In case the Treasurer shall be for any reason unable to sign the checks or drafts of the Society, both the President and Vice President Shall sign.
Article V: Auditing Committee
There shall be a special Auditing Committee elected annually by the Board, consisting of two members of the Society, at least one of whom is not a member of the Board of Directors. Neither the President, Vice-President, nor the Treasurer may be a member of the Auditing Committee. The function of the Auditing Committee will be to report at the Annual Meeting on the scope, character, and accuracy of the Treasurer’s financial report.
Article VI: Nominating Committee
Section 1. The Board of Directors shall annually select, prior to March first, a Nominating Committee to consist of three members of the Society who are not members of the Board of Directors. The names of the members of such Nominating Committee shall then be made known to the members of the Society, and suggestions for nominations for the members of the Board of Directors and officers may be submitted to such committee by any member of the Society. Members of the Society, including Officers, may provide recommendations to the Nominating Committee or notify the Nominating Committee of their interest in being nominated.
Section 2. This committee shall nominate candidates for membership on the Board of Directors to succeed those whose terms of office will next expire. Its report will be presented at the Annual Meeting.
Section 3. This committee shall also nominate candidates for officers of the Society to succeed those whose terms of office expire. Its report will be presented at the Annual Meeting.
Section 4. In case any member of the Nominating Committee shall be unable to serve because of death or otherwise, then such committee shall itself fill the vacancy thereby occasioned, if it occurs prior to the committee’s making up its report.
Section 5. Nothing herein contained shall prevent nominations of members of the Board of Directors or officers from the floor at the time of the meeting at which elections are to be held.
Article VII: Membership Committee
The President shall appoint a Membership Committee. It shall be the duty of this Committee to cooperate with the Membership Department of the National Audubon Society by such measures as obtaining lists of names and addresses of potential members residing within the allotted territory of this Society. It shall also be the duty of this Committee to conduct membership campaigns and to attempt to obtain the continuing membership of those who have become delinquent in the payment of their dues.
Article VIII: Other Committees
The Board of Directors may appoint such other committees as may be necessary to assist with the affairs of the Mobile Bay Audubon Society; and the President may appoint ad hoc committees to assist them in conducting the Society’s business. Committees can include but are not limited to: Publications Committee; Conservation Committee; Ways and Means Committee; Outreach and Programs Committee.
Article IX: Commitments
This Society, or its officers or Board of Directors, 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 Society without its consent.
Article X: Discontinuance
The Society reserves the right to terminate its branch 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 Society will cease, on expiration of the six months period. This Society recognizes the right of the National Audubon Society to terminate the branch relationship on six months’ notice, given by it to this Society, in which case the members of this Society shall continue as members thereof for the balance of the term for which dues have been paid.
Article XI: Amendments
The Constitution and By-Laws may be amended by a two-thirds vote of the entire membership of the Board of Directors at any of the regular meeting or at any regular meeting or at any special meeting thereof, regularly called, provided, however, that notice of such amendments be mailed to each member of said Board by email or at their last known post-office address at least fifteen days before said meeting; and that there be no amendments made in sections required by the National Audubon Society of its Branches except with the concurrence of the National Audubon Society.