OAS CONSTITUTION 2008
ARTICLE I. NAME
This organization shall be known as the Onondaga Audubon Society, Inc.,
Herein and after referred to as OAS.
ARTICLE II. PURPOSE
Section 1. The objectives of OAS shall be to engage in any such educational,
scientific, investigative, literary, historical, philanthropic and
charitable pursuits as may be part of the stated purposes of the National
Audubon Society, of which OAS shall function as a Chapter.
Section 2. The purpose of OAS is to encourage the study of wild birds,
and all aspects of our natural world, with particular emphasis on their
ecological relationships; to maintain refuges and to otherwise aid in
the protection and preserving of our natural resources; to participate
in local, state, and national conservation projects; and to inspire a
love of nature in human beings.
Section 3. OAS 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 OAS are
irrevocably dedicated to charitable purposes and no part of the property,
assets, profits, or net income of OAS shall ever inure to the benefit
of any director, officer, or member thereof or to the benefit of any
private shareholder or individual. Upon dissolution, or upon abandonment,
the assets of OAS remaining after the payment of or provision for all
debts and liabilities of OAS, shall be donated to National Audubon Society,
Inc. or its successor, or, if unwilling or unable to accept such donation,
to such corporation or corporations, association or association, fund
or funds, or foundation or foundations having similar objectives and
purpose as OAS, as the Board of Directors of OAS 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 4. OAS shall not participate in, or intervene in (including the
publishing or distributing of statements), any political campaign on
behalf of any candidate for public office.
BYLAWS
ARTICLE I. MEMBERSHIP
Section 1. Any person interested in the purposes of OAS is eligible for
membership.
Section 2. OAS offers a Chapter only membership with the annual dues
of membership established by the Board of Directors of OAS.
Section 3. The National Audubon Society offers a membership in the National
organization, of which the annual dues of membership are established
by the Board of Directors of the National Audubon Society.
Section 4. If a person joins the National Audubon Society, all classes
of membership shall enjoy all the rights and privileges pertaining to
the members of both OAS and the National Audubon Society.
Section 5. Membership dues shall (be payable at the time of application
and shall) be effective from the date received for 12 month, unless dues
paid were for a longer period of time.
Section 6. Should renewal of membership dues not be paid at the time
they are due, a member so in default shall be dropped from the rolls
after a period of time to be determined by the Board of Directors.
ARTICLE II. MEETINGS
Section 1. During a given fiscal year a minimum of eight program meetings
to conduct OAS business shall be held. The president and program chair
in cooperation with the OAS Board shall determine topics, locations,
dates and times. Notices of each meeting will be published in OAS’s
newsletter and website and mailed and posted at least 10 days prior
to any meeting.
Section 2. The annual meeting of OAS shall be held in May, or as soon
as possible thereafter. Election of officers and directors will occur
at the annual meeting. The president will report on the past years activity
of OAS. The treasurer will give a financial report.
Section 3. Special meetings may be called by the President, or pursuant
to a resolution of the Board of Directors. Ten days prior written notice
of such special meeting, stating objectives thereof, shall be given each
member at his/her last known post office address.
Section 4. Fifty members or 5 percent of the total of all members, whichever
is less, shall constitute a quorum for the transaction of business, other
than the election of the Board of Directors and officers, at any duly
called regular or special meeting. Members may be present either in person
or by proxy.
ARTICLE III. BOARD OF DIRECTORS
Section 1. The control and conduct of business of OAS shall be vested
in its Board of Directors. The Board shall determine the policies of
OAS. The Board shall include (a) the four elected officers and (b)
a minimum of four and a maximum of 14 directors elected by the members
for terms of 1 year beginning July 1 of each year. Members of the board
and officers shall be members in good standing of OAS.
Section 2. No individual shall serve for more than 8 consecutive years
as a director or a total of 10 consecutive years as a director or officer,
except in the case of an individual who, after 8 years as a director
or 10 years as a director or officer, is elected president, who then
may serve 2 additional years on the board.
Section 3. The Board of Directors shall meet at least five times a year
upon the call of the president or upon the request of a majority of the
Board.
Section 4. A majority of the Board shall constitute a quorum at any meeting.
Section 5. Whenever any vacancy shall occur in the Board of Directors,
the same shall be filled by a majority vote of the remaining members
of the Board at the next meeting. Such election shall be within 60 days
after the occurrence of such vacancy. The person so chosen shall hold
office until the following June 30 or until his/her successor is elected.
Section 6. Any one or more of the directors may be removed for cause,
at any time, by a vote of two-thirds of the members of OAS present at
any special meeting called for that purpose.
ARTICLE IV. OFFICERS
Section 1. The elected officers of OAS shall be a President, a Vice President,
a Recording Secretary, and a Treasurer. All officers shall serve for
a 1-year term beginning July 1 of each year and ending June 30 of the
succeeding year. The President and Vice President may not be elected
for more than four consecutive terms, and all other officers may not
be elected for more than six consecutive terms.
Section 2. A vacancy in any office shall be filled by a majority vote
of the Board of Directors to hold office until June 30, at which time
the vacancy shall be filled in the regular way.
Section 3. The President shall be President of OAS, Chair the Board of
Directors, and be an ex-officio member of all committees, and shall perform
all other duties associated with the office of President.
Section 4. The Vice President shall assist the President in carrying
out the duties of the Office of President, shall preside at all meetings
in the absence of the President, and shall be designated by the President
to head one of the standing committees. The Vice President shall also
file recertification with National Audubon each year.
Section 5. The Recording Secretary shall keep a record of all proceedings
of the Board and OAS.
Section 6(a). The Treasurer shall have custody of OAS’s funds;
shall disburse the funds as may be ordered by the Board of Directors;
shall report to the Board of Directors at their regular meetings, or
as requested; and shall prepare an annual report on the financial condition
of OAS for distribution to the members by September 1 of the following
fiscal year, a copy of which shall be forwarded to the National Audubon
Society. The treasurer shall file annual reports and all other paperwork
required by this State and the Federal Government.
Section 6(b). All checks and drafts of OAS must be signed by the Treasurer.
Checks in an amount over $500 require the signatures of either the President
or Vice President, and the Treasurer. An exception to this rule may be
authorized by the Board of Directors only in the case of absence or illness
of the officers named. An exception to this rule is also provided for
recurring expenses with long-term vendors.
Section 7. Any one or more of the officers may be removed for cause at
any time by a vote of three-quarters of the members of the Board of Directors
present at any special meeting called for that purpose.
ARTICLE V. NOMINATIONS
Section 1. At the first board meeting after January 1, the President,
with the consent of the Board, shall appoint a nominating committee
of two or (three members, at least one of whom shall be a member of
the Board of Directors, to recommend candidates for each office and
for directors. The committee’s report shall be presented to the
members at a program meeting prior to the annual meeting.
Section 2. Nothing herein contained shall prevent nominations of officers
and directors from the floor at the time the slate is presented or elections
are held.
ARTICLE VI. ELECTIONS
Section 1. The election of officers and directors shall take place at
the annual meeting. The officers and directors will take office July
1. A proxy ballot will be printed if any office is contested. It will
be printed in the newsletter and posted on line to permit voting by
members unable to attend the annual meeting. These ballots shall be
sent to the nomination committee prior to the annual meeting. The nomination
committee chair will work with the membership chair to assure that
all envelopes are from members in good standing.
The nominating committee will be in charge of the election.
Section 2. Officers and Directors shall be elected by a voice vote of
the membership present at the annual meeting, or by motion of the membership
instructing the Secretary to cast a unanimous ballot in favor of the
recommendations presented by the Nominating Committee. Provided (a) there
is more than one candidate for an office (President, Vice President,
Recording Secretary, Treasurer), the election to such office shall be
by paper ballot of those members present with the winner receiving the
majority of the vote of the ballots cast; (b) if there are more director
candidates than positions available, the winners shall be the candidates
receiving the greatest number of votes. (No cumulative voting privilege
shall be allowed).
Section 3. Only members in good standing shall be entitled to vote for
officers and/or directors.
ARTICLE VII. COMMITTEES
Section 1. The President, with the approval of the Board of Directors,
shall appoint chairs of standing committees who, in turn, may select
their own committee members with recommendations and suggestions from
the Board. Terms of office shall be for 1 year or until their successors
are appointed.
Section 2. The President, with the approval of the Board of Directors,
may appoint Special or Ad Hoc Committees whose terms of office will be
determined by the length of the assignment to be completed.
Section 3. Standing committees of OAS shall be as follows, provided that,
at the direction of the Board of Directors, other such committees as
may be established or the duties of such modified as necessary to carry
out the functions of OAS.
MEMBERSHIP COMMITTEE
The President shall appoint a Membership Committee Chair. 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 OAS. 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.
CONSERVATION COMMITTEE
The President shall appoint a Conservation Committee Chair. It shall
be the duty of this committee to keep informed on local, state, and
national governmental policies and actions affecting the natural environment
and the conservation of natural resources, to advise the Board of Directors,
and to carry out the policies of OAS. 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.
PROGRAM COMMITTEE
The President shall appoint a Program Committee Chair. It shall be the
duty of this committee to make all plans and arrangements for the program
meetings of OAS, and promote interest and appreciation through lectures,
discussion, exhibits, meetings, wildlife films, etc.
FIELD TRIP COMMITTEE
The President shall appoint a Field Trip Committee Chair. It shall be
the duty of this committee to make all plans and arrangements for field
trips held by OAS and to promote interest and appreciation through
these field trips.
INVASIVE SPECIES COMMITTEE
The president shall appoint an Invasive Species Committee Chair. It shall
be the duty of this committee to develop and implement plans to control
invasive species on OAS property. In addition the committee will work
with the Conservation committee to advise and develop OAS involvement
in invasive species matters in our region.
COMMUNICATIONS COMMITTEE
The President shall appoint a Communications Committee Chair. It shall
be the duty of this committee to publicize and communicate, through
newspaper, radio, TV, and other publicity media, the purposes and programs
of OAS.
EDUCATION COMMITTEE
The President shall appoint an Education Committee Chair. It shall be
the duty of this committee to further the educational services of the
National Audubon Society; to encourage the schools and colleges of
the community to conduct courses in or otherwise stress natural history,
ecology, and conservation; to conduct lectures and/or workshops in
natural sciences for members and friends; to work with local youth
organizations; and, through other means, to inform and educate the
public about the natural environment. This committee shall be responsible
for directing expenditures of scholarship, grant or other educational
funds.
PUBLICATIONS COMMITTEE
The President may appoint a Publications Committee Chair. It shall be
the duty of this committee to publish The Kestrel for the members of
OAS and to prepare any other publication helpful to the on-going programs.
AUDIT COMMITTEE
The President shall appoint an Audit Committee Chairperson. It shall
be the duty of this committee to have prepared, on an annual basis,
and to present an audit of OAS’s financial affairs with said
report to be made not later than 90 days following the close of the
fiscal year.
ONONDAGA AUDUBON SANCTUARY COMMITTEE
The President shall appoint an Onondaga Audubon Sanctuary Committee chair.
This committee will operate sanctuaries in accordance with by laws
and procedures established by the OAS board of directors.
ARTICLE VIII. FISCAL YEAR
OAS shall operate on a fiscal year basis, commencing July 1 and ending
June 30 of the following calendar year.
ARTICLE IX. AMENDMENTS
The Constitution and bylaws may be amended by an affirmative vote of
two-thirds of the Board of Directors at any regular or special meeting
thereof, provided that notice of such amendments shall have been mailed
to each member of OAS at their last known address at least 20 days
before said meeting.
ARTICLE X. PARLIAMENTARY AUTHORITY
In matters not covered by these bylaws, Roberts Rules of Order shall
govern.
ARTICLE XI. DISCONTINUANCE
This Society may terminate its status as a Chapter of the National Society,
and the National Society may terminate the status of this Society as
a Chapter of the National Society, pursuant to procedures set forth
in the 2001 Audubon Chapter Policy adopted by the National Society’s
Board of Directors on December 8, 2001.
ARTICLE XII. COMMITMENTS
This Society shall not enter into any commitments binding upon the National
Audubon Society without written authorization by the National Audubon
Society, nor shall the National Audubon Society, without written authorization
by this Society, enter into any commitments binding upon this Society. |