**Currently Under Revision**
CONSTITUTION AND BY-LAWS MOBILE BAY AUDUBON SOCIETY
Asterisked sections (Articles I and II of the Constitution; and Articles I, VII, XII and XIII of the By- Laws) are required of all societies desiring status as Branches of the National Audubon Society.
CONSTITUTION *Article I
This organization shall be known as the Mobile Bay Audubon 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.
BY-LAWS *Article I Membership
*Section 1. Any person interested in the purposes of the Society is eligible for Membership. (Technically, all new members are elected by the Board of Directors of the National Audubon Society.)
*Section 2. Classes of membership shall be the same as those maintained by the National Audubon Society: namely, Student, Regular, Family, Sustaining, Contributing, Donor and Life Members.
*Section 3. Annual dues of membership shall be those of the National Audubon Society and payable direct to the Society’s headquarters. Current dues include Regular, $15.00; Family, $18.00; Sustaining, $30.00; Supporting, $50.00; Student, $7.00; Contributing, $100.00; Donor, $250.00; Patron, $500.00; Life, $1000.00.
*Section 4. All classes of members shall enjoy the rights and privileges pertaining to the members of both this and the national Society.
*Section 5. Membership dues shall be payable at the time of application and shall be effective from the date of election, and, in the case of Student, Regular, Family, Sustaining, Supporting, Contributing, and Donor members, yearly thereafter. In the case of Life members, dues shall be paid in full in one lump sum at the time of application, and will be accepted at the time of election.
*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.
Article II *Meetings
Section 1. Regular meetings of the Society shall be held monthly from September through May (or whatever is determined).
Section 2. The Annual Meeting of the Society shall be held in May at which time new officers will be installed and take office.
Section 3. Majority of members present in good standing shall constitute a quorum for the transaction of business at any duly called regular or special 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 given each member at his 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 five (5) other persons, all of whom shall be members in good standing. All Directors shall be elected annually by a majority vote of the members present or by proxy at the annual members’ meeting, including adjournments thereof, with the following exceptions. The immediate past-President shall be a member of the Board of Directors for two years following his term of office. Vacancies occurring during the year may be temporarily filled by the Board until the annual members’ meeting.
Section 2. Regular meetings of the Board of Directors shall be held five times per year. Written notice of such meetings shall be sent to each member at his last known post-office address.
Section 3. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any Directors’ meeting.
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.
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 at the annual meeting of members, and shall hold office for one year, or until their successors are elected. In the case of a vacancy occurring among the officers before the end of the year the place shall be filled for the expiration of the term by the Board of Directors.
Section 2. The President shall preside at all meetings of the Board of Directors.
Section 3. The President shall preside at all annual or special meetings of the Society and shall direct and administer the affairs of the Society as its executive head, and shall supervise all phases of its work, subject to instructions of the Board. He shall be a member ex-officio of all Committees.
Section 4. The Vice-President shall assist the President in the carrying out of the latter’s duties.
Section 5. The Secretary shall keep a record of all proceedings of the Mobile Bay Audubon 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. He shall affix the seal of the Society, if any, to all contracts and agreements requiring the seal of the Society, and shall attest same.
Following each annual meeting and election of officers (or change of officers during the year) he shall notify the Membership Secretary of the National Audubon Society.
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’s duties shall also include the handing down of these basic documents to succeeding officers of the Society.
Section 6. The Treasurer shall have custody of the Mobile Bay Audubon 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. He 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 his transactions as Treasurer and of the financial condition of the Society. He shall keep a register of the members of the Society and submit a report of the financial condition at the annual meeting of members.
Section 7. All drafts and checks of the Society shall be signed by the Treasurer and any one of the following: President, Vice-President, or Secretary. In case the Treasurer shall be for any reason unable to sign the checks or drafts of the Society, any two of the following shall sign checks or drafts: President, Vice-President or Secretary.
Article V Auditing Committee
There shall be a Special Committee on Audit elected annually by the Board, consisting of two members of the Society. The function of the Special Committee on Audit will be to report at the annual members’ 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.
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 members’ meeting.
Section 3. This committee shall also nominate candidates for officers of the Mobile Bay Audubon Society to succeed those whose terms of office expire. Its report will be presented at the annual members’ 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 Chairman. It shall be the duty of this committee to cooperate with the Membership Department of the National 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 Publications Committee
The President shall appoint Publications Chairman. It shall be the duty of the committee to publish a Bulletin or newsletter for the members of the local Society and to prepare any other publications helpful to the on-going programs of the local Chapter.
*Article IX Conservation Committee
The President shall appoint a Conservation Chairman. It shall be the duty of this committee to keep informed on local, state and national governmental policies and actions affecting natural environment and the conservation of natural resources, to advise the Board of Directors, and to carry out the policies of the Society. It shall be the duty of this committee to endeavor to coordinate its actions with the policies and activities of the National Audubon Society insofar as conservation measures and policies of national scope are concerned and to keep the National Audubon Society informed of such actions.
Article X Ways and Means Committee
The President shall annually appoint a Ways and Means Committee of three (3) members, whose duty it shall be to carry out fund-raising activities in the name of the Mobile Bay Audubon Society.
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 him in conducting the Society’s business.
*Article XII 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 XIII Discontinuance
This The Mobile Bay Audubon 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 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 XIV 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 at his last known 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.
(Revised July 1975)
*required in National Audubon and chapter Constitution and By-Laws.