ARTICLE 1: MEMBERSHIP
Section 1. Any person interested in the purposes of the Society is eligible for membership
Section 2. Annual dues of membership will be as established by the National Audubon Society for the following categories or others that may be set by the National Audubon Society. Dues for local membership only will be those as set from time to time by the Board of Richmond Audubon Society (RAS).
Section 3. All classes of members will enjoy all the rights and privileges pertaining to the members of both this and the National Society. Local members will not be entitled to hold office nor will they have any rights and privileges reserved for members of the National Society.
Section 4. Local membership dues will be payable at the time of application and will be effective from the date of election.
ARTICLE II: MEETINGS
Section 1. Regular meetings of the Society will be held each month from September through May except December, or as determined by the Board.
Section 2. The annual Meeting of the Society will be held at the regular May meeting at which time new officers will be elected. They will assume office in July of the next fiscal year.
Section 3. Twenty members in good standing will 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 of the Board.
ARTICLE III: BOARD OF DIRECTORS
Section 1. The control and conduct of business of the Society will be vested in its Board of Directors. The Board will determine the policies of the Society. The board will include (a) the elected officers, (b) immediate past-president, and (c) chairpersons of the standing committees.
Section 2. At least five meetings of the Board will be held annually. A Board meeting may be called by the President or three members of the Board.
Section 3. A majority of the Board will constitute a quorum at any Board meeting.
Section 4. Official policies will be directly communicated to the Board and committees by the President or the President’s designee prior to implementation.
Section 5. Members of the Board of Directors and all committees must ensure actions taken on behalf of RAS reflect the majority position.
Sction 6. All Communications by Board or committee members must reflect and support the mission statement.
ARTICLE IV: OFFICERS
Section 1. The elected of officers of the Society will be a President, a First Vice-President, a Second Vice President, a Secretary, and a Treasurer. Election of each will be for a two-year term or until a successor is elected and assumes office. All officers may serve no more than two consecutive full terms in a single office. Terms will be staggered with half the officers being elected each year.
By majority vote of members at a duly called board meeting, in person or by email proxy, the Board may establish an exception to the number of consecutive terms that may be served by an individual as an officer or a Standing Committee Chair, allowing a single additional two year term of service.
Section 2. A vacancy in any office other than the President will be filled through an election by a majority of the Board of Directors. The incumbent will hold office until the next Annual Meeting at which time the vacancy will be filled according to the bylaws of the Society. In the case of a vacancy in the office of the President, the First Vice President will act in the place of the President until the next Annual Meeting.
Section 3. The President will direct and administer the affairs of the Society as its executive head and will supervise all phases of its activities, subject to instructions by the Board. The President will also be an ex-officio member of all committees and will preside at all meetings of members and of the Board.
Section 4. The First Vice President will assist in carrying out the President’s duties and will preside at all meetings in the absence of the President.
Section 5. The Second Vice President and all other officers will accept portfolios as determined by the President.
Section 6. The Secretary will keep a record of all proceedings of the Board and of the Society.
Section 7. The Treasurer will have custody of the Society’s funds and will disburse the funds as may be ordered by the Board or vote of the membership. The Treasurer will report to the Board of Directors at it’s regular meetings, or as requested. It will prepare an annual report on the financial condition and results of operations of the Society, a copy of which will be forwarded to the National Audubon Society as they require. A summary of the financial status of the Society will be published in the newsletter annually. Authorized signatures on the checking account will be the Treasurer, the President or the First Vice President. Any check over the amount of $500 requires the signatures of any two of the above officers.
ARTICLE V: EXECUTIVE COMMITTEE
Section 1. The Four officers and the Treasurer will constitute the Executive Committee. The Executive Committee will meet at the call of the President. The Executive Committee has supervisory responsibility for the affairs of the Society between Board meetings and such other responsibilities as the Board may authorize. A majority will constitute a quorum.
ARTICLE VI: EDITOR
Section 1. The Editor of the Chapter Newsletter will be the elected Chairperson of the Newsletter/Circulation committee.
Section 2. The Editor will be responsible to the Board for the content, publication and distribution of the Chapter Newsletter and will carry out those duties within the bounds of the RAS mission statement.
ARTICLE VII: NOMINATING COMMITTEE
Section 1. The Board of Directors will annually appoint prior to the regular January meeting a Nominating Committee to consist of not less than three (3) members. The names of the members of the Nominating Committee will be published in the newsletter. Suggestions for nominations for officers and directors may be submitted to the Committee by any member of the Society.
Section 2. The Nominating Committee will nominate candidates for officers and directors to succeed those whose terms expire at the next Annual Meeting. The Committee’s report will be presented to the membership at the regular meeting at least one month prior to the Annual Meeting. The Chapter Newsletter announcing the Annual Meeting will publish a listing of the nominees.
Section 3. Nothing herein contained will prevent nominations of officers and directors from the floor at the time of the meeting at which elections are to be held.
ARTICLE VIII: ELECTIONS
The election of officers and directors will take place at the Annual Meeting.
ARTICLE IX: COMMITTEES
Section 1. Prior to the beginning of each program year, the Board will meet and organize the existing standing committees and any ad hoc committees so that each reports to a member of the Executive Committee. A portfolio of committees will be the responsibility of each Executive Committee members during the year.
Section 2. Standing Committees of the Society will be as follows.
A. Membership Committee
B. Conservation Committee
C. Field Trip Committee
D. Education Committee
E. Legislation Committee
F Newsletter/Circulation Committee
I. IBA /VAC Liaison
Off-Board positions would be annual positions appointed by the president and approved by the Board. These positions would carry no term limits. They would consist of:
A. Program Committee
Section 2. Chairpersons of Standing Committees will be elected as members of the Board of Directors. When and where desired, the President, with the approval of the Board of Directors, may appoint co-chairpersons of Standing Committees to carry out the operating duties of the Committee only one of whom will be required to attend Board Meetings. Chairpersons are encouraged to recruit committee members from the membership of the Society. Terms of office will be for two years or until successors are appointed. Chairpersons will not serve more than two terms for the same Committee. All committees will consist of at least two persons.
Section 3. 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 undertaken.
ARTICLE X: COMMITMENTS
This Society, or its officers or Board of Directors, will not enter into any commitments binding on the National Audubon Society without the authorization from the latter. In like manner, the National Audubon Society will make no commitments binding on this Society without its consent.
ARTICLE XI: DISCONTINUANCE
This Society reserves the right to terminate its Chapter status on six-months’ notice, given in writing to the National Audubon Society, in which case all allocation of dues by the National Audubon Society to this Society will cease on expiration of the six-months’ period. The Society recognizes the right of the National Society to terminate the Chapter relationship on six-months’ notice, given by it to this Society in which case the members of this Society will continue as members thereof for the balance of the term for which dues have been paid.
ARTICLE XII: PARLIAMENTARY AUTHORITY
In matters not covered by these Bylaws, Roberts Revised Rules of Order will govern.
ARTICLE XIII: AMENDMENTS
The Constitution and Bylaws may be amended by a two-thirds majority vote of members present and voting at any regular meeting or at any special meeting thereof, regularly called, provided a quorum is present. Notice of such amendments will have been made available to members of the Society on request before said meeting.
Adopted: November 19, 1973
Amended: February 16, 1978
Amended: April 17, 1980
Amended: April 21, 1988
Amended: April 20, 1990
Amended: September 19, 1996
Amended: February 18, 1999
Amended: April 17, 2008