Section 1. The name of this society shall be the Whittier Area Audubon Society. It is a chapter of the National Audubon Society.
Section 2. The Society shall apply annually to continue its affiliation as a chapter of the National Audubon Society.
Section 3. The purpose of the Society shall be to promote the study of the protection of birds and all other related aspects of the environment, and to that end the Society shall be organized and operated exclusively for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.
Section 4. No part of the net earnings of this Society shall ever accrue to, or be for the benefit of, or be distributable to its members, officers or other private persons, except that the Society shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes for which it is formed.
Section 5. Should this Society ever be dissolved, after paying or adequately providing for the debts and obligations of the Society, the remaining assets shall be distributed to a non-profit organization which is organized and operated exclusively for charitable, educational or scientific purposes and which has established its tax-exempt status under Section 501(c) (3) of the Internal Revenue Code.
ARTICLE I – Membership
Section 1. There shall be three classes of membership – Regular, Local and Honorary.
Section 2. Regular Membership shall consist of members of the National Audubon Society assigned to the Whittier Area Chapter by reason of their residence in the area assigned to this chapter.
Section 3. Local Membership shall consist of those members who elect not to belong to the National Audubon Society.
Section 4. Honorary Membership may be conferred by a two-third vote of the Board in recognition of meritorious service to the Society.
ARTICLE II –Dues
Section 1. Dues may be paid either through membership in National Audubon or by direct membership in Whittier Area Audubon.
Section 2. The amount of annual dues for local membership in Whittier Area Audubon will be set by the Board.
Section 3. There shall be no dues for Honorary Members.
ARTICLE III – Officers
Section 1. The Elective Officers shall be President, First Vice-President, Second Vice-President, Treasurer, Recording Secretary, and Corresponding Secretary, and shall be known as the Executive Committee.
Section 2. The Appointive Officers shall be the Editor of the OBSERVER, the Historian, and the chairmen of the standing committees: Membership, Program, Field Trips, Conservation, Publicity, Education, Hospitality, Mailing and Telephone.
ARTICLE IV – Duties of the Officers
Section 1. The President shall preside at all the meetings of the Society and the Executive Board. The President shall, with the help of the Nominating Committee, appoint the chairman of all committees subject to approval by a majority of the Board and shall be an ex-officio member of all committees except the Nominating Committee. In an emergency, occurring between meetings of the Board, the President shall act for the Society in consultation with all members of the Executive Committee that can be reached.
Section 2. The First Vice-President shall assist the President in the duties of that office and shall preside in the President’s absence.
Section 3. The Second Vice-President shall be a member of the Program Committee, and shall be prepared to act for the President in the absence of both the President and the First Vice-President.
Section 4. The Treasurer shall receive all moneys and deposit them in bank accounts in the name of the Whittier Area Audubon Society and shall disburse funds as directed by the Executive Board. The Treasurer shall keep accurate records of all receipts and disbursals and shall be prepared to make a report at each Board meeting.
Section 5. The Recording Secretary shall keep a record of all proceedings of the Board, and shall be prepared to make a report at each Board meeting.
Section 6. The Corresponding Secretary shall send out all notices, and shall carry on such correspondence as is required by the President or the Board.
ARTICLE V – Board
Section 1. The Board shall consist of the Executive Committee and the Appointive Officers and shall be responsible for conducting the business affairs of the Society.
Section 2. The Executive Committee shall be responsible for approving the presidential appointments of the Appointive Officers, for establishing additional committees when they deem it necessary, and for approving any emergency actions of disbursal of funds by the President between Board meetings.
ARTICLE VI – Election of Officers
Section 1. Not later than March 30 three members of the Society shall be selected to act as a nominating committee. One member shall be selected by the President and designated as chairman. A second member shall be selected by the Executive Board and the third member shall be elected by the general membership at a Regular Meeting. The President shall not be a member of the nominating committee.
Section 2. The report of the nominating committee shall be read at the Regular Meeting in April and shall be published in the May OBSERVER.
Section 3. Election of officers shall take place at the Regular Meeting in May with additional nominations being accepted from the Floor. Officers will be elected to serve a term of one year and shall take active charge of the Society immediately following their inauguration at the Regular Meeting in June. The President and Treasurer shall serve no more than two terms consecutively. Serving as President or Treasurer for at least 50% of a term shall be considered equivalent to serving a full term.
Section 4. Only members in good standing of Whittier Area Audubon Society are eligible to be elected as officers.
Section 5. No member of the nominating committee may be nominated for an elected board position. A member of the nominating committee may be selected to fill an appointed board position.
ARTICLE VII – Meetings
Section 1. Regular Meetings shall be held on the third Thursday of each month from September through June. The Board may change meeting dates by a majority vote. A quorum shall consist of ten members of Whittier Area Audubon Society.
Section 2. Board Meetings shall be held monthly from September through June for the transaction of the Society’s business. The time and date of the meeting will be determined by the board on an annual basis. A quorum shall consist of six members of the Board. Special meetings may be called by the President of the majority of the board.
ARTICLE VIII – Amendments
Section 1. The Constitution and by-laws may be amended at any Regular Meeting of the Society by a two-third majority of the members present, providing the amendment was presented at a previous Regular Meeting and published in the immediately preceding edition of the OBSERVER.
ARTICLE IX – Rules
Section 1. Any areas not covered by these by-laws shall be governed by Robert’s Rules of Order.
ARTICLE X – National Audubon Requirement
Section 1. The relationship between the SOCIETY and the NATIONAL SOCIETY shall be governed by the Chapter Policy.
This revision of the Constitution and by-laws of the Whittier Area Audubon Society has been made per Article VIII of the by-laws and approved at a Regular Meeting on:
Date: October 18, 2012
President: Steve K. Huber
Secretary: Joan V. Powell