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CONSTITUTION AND BY-LAWS OF THE MARICOPA AUDUBON SOCIETY
CONSTITUTION
ARTICLE I.
NAME
The organization shall be known as the Maricopa Audubon
Society.
ARTICLE II.
PURPOSE
SECTION 1. The
purpose and objectives of the Society shall be to engage
exclusively in any such educational, scientific, conservation,
investigative, literary, historical, philanthropic and
charitable pursuits to conform to the provisions of Section
501(c) (3) of the Internal Revenue Code as may be part of the
stated purposes of the National Audubon Society, Inc., 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 private
shareholder or individual.
Upon the dissolution or upon abandonment, the assets of
the Society remaining after payment of or provision for all
debts and liabilities of this Society shall be donated to such
corporation or corporations, association, fund or funds,
foundation or foundations, having similar objects and purposes
as the 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.
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.
BY-LAWS
ARTICLE I.
MEMBERSHIP
SECTION 1. Any
person interested in the purposes of the Society is eligible
for membership.
SECTION 2.
Any member in good standing of The National Audubon
Society assigned by The National Audubon Society to Maricopa
Audubon Society’s geographical area, and any Friend of
Maricopa Audubon Society in good standing, as defined by the
Maricopa Audubon Society Board of Directors, shall be
considered a bona fide member of Maricopa Audubon Society.
SECTION 3.
All members of Maricopa Audubon Society, as defined in
Section 2, above, shall be entitled to all the privileges of
membership, except that those members, who are members only by
virtue of being members in good standing of The national
Audubon Society assigned geographically to the Chapter, shall
receive all editions of the Chapter newsletter only if The
National Audubon Society is sharing no less than $5.50 of that
person’s National Audubon Society annual dues with Maricopa
Audubon Society.
SECTION 4. The
Board of Directors of Maricopa Audubon Society reserves the
right to confer additional rights and privileges to members,
who are members by virtue of being Friends of Maricopa Audubon
Society, except that no distinction shall be made in voting
rights between the two types of members.
ARTICLE II.
MEETINGS
SECTION 1. The
annual Meeting of the members of the Society shall be held on
such date in May of each year as may be determined by vote of
the Board of Directors. Special
meetings of the members may be called by the President, or in
the case of disability, by the Board of Directors.
At least ten days written notice of such special
meetings, stating the objects thereof, shall be given to each
member at his last known post office or electronic address.
Twenty-five (25) members shall constitute a quorum.
ARTICLE III.
OFFICERS AND DIRECTORS
SECTION 1. The
officers of the Society shall be President, Vice-president,
Secretary, and Treasurer.
In addition to the foregoing officers, the members
shall elect six (6) Directors, to include Membership Chair,
Program Chair, Field Trip Chair, Education Chair, Conservation
Chair and Public Relations Chair.
Each Chair shall select the members of his/her
committee. In
case of a vacancy occurring among the officers or on the Board
of Directors before the end of the elected term, such vacancy
shall be filled for the balance of the term by the Board of
Directors. In case a member of the Board of Directors does not fulfill
the duties of his/her office, that Director may be asked to
resign by majority vote of the Board.
The Officers and Directors shall be elected at the
Annual Meeting for a term of one year.
SECTION 2. The
Board of Directors shall consist of the elected officers and
directors as provided in Article III Section 1.
The control of property and conduct of business of the
Society shall be vested in the Board of Directors.
They shall meet monthly, or in no event less than
bi-monthly.
SECTION 3.
The President shall preside at all Board of Directors
meetings, all regular and 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.
The President shall be member ex-officio of all
committees except the Nominating and Auditing 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 the
proceedings of the Society and of all Board of Directors
meetings. The
Secretary shall send notices of all meetings, conduct and
preserve all correspondence relating to the Society, and
perform such other duties as the Board of Directors may
direct. The
Secretary shall affix the seal of the Society, if any, to all
contracts and agreements requiring the seal of the Society and
shall attest to same.
SECTION 6. 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 of and to the credit of the Society in
such depositories as may be designated by the Board of
Directors. The
Treasurer shall disburse the funds of the Society as may be
ordered by the Board, taking proper vouchers therefore, and
shall render to the Board of Directors at the regular meeting
of the Board or whenever they may require it, an account of
all transactions as Treasurer and an account of the financial
condition of the Society.
The Treasurer shall keep a register of the members of
the Society, and shall submit a report of the financial
condition at the Annual Meeting of members, and said report
shall be published annually in the Society newsletter.
Subsection A.
All drafts and checks of the Society shall be signed by
the Treasurer. In
case the Treasurer shall be, for any reason, unable to sign
checks or drafts for the Society, any two of the following
shall sign checks or drafts:
President, Vice-president, and Secretary.
Subsection B.
AUDITING. At the completion of the year the Treasurer shall balance the
accounts, prepare or have prepared requisite tax and financial
reports. The
Board of Directors, at its discretion, may direct that an
audit be performed and select either an audit committee or
independent accounting firm.
ARTICLE IV.
NOMINATING COMMITTEE
SECTION 1. The
Board of Directors shall select a Nominating Committee to
consist of at least three participating members of the Society
who are not Officers or Directors of the Society.
The names of the members of such Nominating Committee
shall be made known to the members of the Society in the issue
of the Society’s newsletter preceding the Annual Meeting by
at least 45 days, and suggestions for nominations of officers
and directors may be submitted to this committee by any
members of the Society. In
case any member of the Nominating Committee shall be unable to
serve, then such committee itself shall fill the vacancy.
SECTION 2. The
Committee shall nominate candidates for officers and directors
of the Society for the ensuing year.
Its report will be presented at the annual members’
meeting.
SECTION 3. Nothing
herein contained shall prevent nomination of members from the
floor at the time of the meeting at which elections are to be
held.
ARTICLE V.
MEMBERSHIP COMMITTEE
It shall be the duty of this Committee to maintain a current
listing of “Friends.”
The Committee shall also send to The National Audubon
Society membership applications of persons desiring to join
and maintain a list of National Audubon members assigned to
the Chapter. It
shall be the duty of this Committee to inform potential
“Friends” about requirements for membership, to actively
recruit new “Friends”, and to attempt to obtain the
continuing membership of “Friends” whose memberships are
about to lapse or have already lapsed.
ARTICLE VI.
PROGRAM COMMITTEE
It shall be the duty of this committee to make all plans and
arrangements for programs to be heard at the regular meetings
of the Society. Program
schedules shall be made available on the web site and in the
summer newsletter for as much of the ensuing year as possible.
This committee shall also be responsible for scheduling
pre-meeting dinners (including payment for guest dinners),
scheduling the Annual Banquet and meeting, assisting
out-of-town speakers with transportation and lodging as
necessary, and shall make arrangements for stipend payments
for out-of-town speakers.
The Program Committee shall coordinate the regular
monthly meeting schedules and necessary audio-visual equipment
for speakers.
(Continued
on Page 14)
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