Kern Audubon Society

BY-LAWS

 

 

ARTICLE 1: NAME

The name of this organization shall be Kern Audubon Society, a California nonprofit corporation organized and operated exclusively for purposes set forth in Section 501 (c) (3) of the Internal Revenue Code, a Chapter of National Audubon Society, and hereinafter referred to as “KAS”.

 

 

ARTICLE 2: PURPOSE

Section 1. The purpose of KAS shall be to engage in educational, scientific or other charitable pursuits that conform to provisions of Section 501 (c) (3) of the Internal Revenue Code.

Section 2. The mission of KAS shall be to provide educational programs and services that build awareness of the importance of birds and other wildlife and to promote conservation and restoration of natural habitats, primarily in Kern County.

Section 3. This corporation and its Executive Board shall be governed by and comply with the laws of the State of California, in particular the California Nonprofit Corporation Code Law including but not limited to Section 5233 in regard to self-dealing. KAS shall

not participate in any political campaign on behalf of any candidate for public office.    

Section 4. KAS is not organized, nor shall it be operated for pecuniary gain or profit, and it will not make any 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 KAS are irrevocably dedicated to charitable purposes and no part of the property, assets, profits, or net income of KAS 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 abandonment, the assets of KAS remaining after payment of or provision for all debts and liabilities of KAS, shall be donated to a corporation or corporations, association or associations, fund or funds, or foundation or foundations having similar purposes as KAS, 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 in the County of Kern or State of California as presently set forth in Section 501 c (3) of the Internal Revenue Code.

Section 5. The use of the name of KAS, its mailing list, its equipment, and its meetings for any purpose other than that directly furthering its aims and work shall be prohibited.

ARTICLE 3: MEMBERSHIP

Section 1. Any person desiring to become a member in KAS is eligible for membership.

Section 2. Classes of membership along with annual dues amounts shall be determined by the Board. Membership in KAS does not include membership in National Audubon.

Section 3. Annual membership dues to Kern Audubon Society shall be established by the Board and can be revised at any time.

 

ARTICLE 4: MEETINGS

Section 1. Regular meetings of KAS shall be held monthly from September through June generally on the first Tuesday of each month. Time and place of meetings shall be announced on the website or in an email announcement. The annual meeting of KAS shall be held the first Tuesday in June.

Section 2. Special meetings of KAS may be called by the President/Co-Chairs or pursuant to a resolution of the Board. Notice of such special meetings shall be posted on the website or in an email announcement at least ten days in advance.

Section 3. Fifteen current memberships shall constitute a quorum for the transaction of business at a regular or annual meeting.

Section 4. The Executive Board may hold special or closed meetings as the President or a majority of the Board deems necessary.

Section 5. Any member of the Executive Board must withdraw from any discussion and/or vote where there may be a conflict of interest.

ARTICLE 5. MANAGEMENT

Section 1. The Executive Board shall be composed of the elected officers (president or co-chairs, vice-president, treasurer and recording secretary), the past president who is a current member of KAS, and chairs of standing committees, a majority of whom shall constitute a quorum. The Executive Board shall be responsible for the control and conduct of business of KAS and shall meet at times determined by the President/Co-Chairs or a majority of the  Executive Board, in addition to the regular meetings of the Board.

Section 2. The Executive Board shall make recommendations and report decisions to KAS regarding the general policies and business of KAS.

Section 3. The Board, consisting of the Executive Board and Members-at-Large, shall meet once a month as determined by the Executive Board from August through May. Any member may attend Board meetings as an observer.

ARTICLE 6: OFFICERS

Section 1. The elective officers of KAS shall be: President or Co-Chairs, Vice President, Treasurer, and Recording Secretary.

Section 2. Eligibility for the Executive Board shall require active chapter membership in good standing. The President/Co-Chairs shall have been an active member in good standing of the chapter and held an Executive Board position, committee chair, or an at-large appointment for at least one year.

Section 3. In the case of a vacancy in the office of the President, the Vice-President shall immediately succeed to the office. (In the case of Co-chairs, the remaining Co-chair becomes president). A vacancy in any other office shall be filled by the majority vote of the Executive Board until the post is filled at the next regular election.  

Section 4. All elected officers shall hold office for a term of one year. The President/Co-Chairs and Vice President shall be limited to a maximum of three consecutive one year terms in each office. Other elected officers will be limited to a maximum of five consecutive one-year terms.

Section 5. All elected officers and committee Chairs must be current members.

Section 6. The Vice President shall assist the President (Co-chairs) in the carrying out of his or her duties and shall preside at all meetings in the absence of the President.

Section 7. The Treasurer shall have custody of KAS’s funds, prepare written financial reports to the Executive Board at its regular meetings or as requested, and prepare an annual report following the close of the fiscal year on the financial condition of KAS which shall be available for review by any member and submitted as part of the Audubon annual report.  The Treasurer shall file appropriate tax returns and arrange for an annual audit or at the beginning of a new treasurer’s term.

Section 8. The Recording Secretary shall keep a record of all proceedings of the Board meetings and any voted-on actions at general KAS meetings and submit minutes within 10 days of board meetings.

Section 9.  At large members can be added by a majority vote by the Board. Such members will have a vote on the Board. They shall retain membership until resignation or a majority vote by the Board to be removed. Replacement is up to the discretion of the Board.

Section 10. Removal of Officers: Any or all officers may be removed without cause by the general membership at a general meeting by a majority vote of members present.

 

 

ARTICLE 7: NOMINATIONS AND ELECTIONS

Section 1. Before April 15 the Executive Board shall appoint a Chair of the Nominating Committee, and two members who are not officers. Names of the Nominating Committee shall be made known to the membership of KAS.

Section 2. The Nominating Committee shall submit its slate of candidates at the regular meeting in May. Additional candidates may be nominated from the floor. If additional candidates are nominated, the election shall be by written ballot.  If no additional candidates are nominated, the Secretary shall cast a unanimous vote for the nominees at the annual meeting in June.

Section 3. The elected officers shall be installed at the annual meeting in June, taking office effective July 1.

 

ARTICLE 8: KERN AUDUBON SOCIETY WEBSITE

Section 1.  KAS shall provide an active website, kernaudubonsociety.org.

Section 2.  KAS website shall be maintained under the supervision of the president and/or a board member selected by a majority of the Board. Any changes in website management shall be the responsibility of the president, with the advice of other board members. The content of the KAS website, along with email announcements to members, shall be under discretion of the president. Input by the Board can be requested.

 

 

ARTICLE 9: STANDING COMMITTEES

Section 1. The President/Co-chairs, with the approval of the Board shall appoint chairs of Standing Committees, who in turn may select their own committee members with recommendations and suggestions from the Executive Board. Terms of office shall be for one year or until their successors are appointed.

Section 2. The President may appoint ad hoc committees to further any project of KAS. The length of term of such committees shall be determined by the length of the assignment.

Section 3. Standing Committees of KAS are as follows:

 

PUBLICITY

It shall be the duty of this committee to publicize, through newspaper, radio, TV, internet, website, and other publicity media, the purposes and programs of the Chapter.

CONSERVATION

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 Executive Board, and to carry out the conservation policies of KAS.

EDUCATION

It shall be the duty of this committee to develop, maintain and support programs for schools, colleges, and the general public to provide instruction in avian awareness and protection, natural history, ecology and conservation primarily in the Kern County area.  

FIELD TRIPS

It shall be the duty of this committee to maintain roster of attendees, and plan, organize and arrange for the proper conduct of field trips.  All field trips may be attended by members of KAS as well as non-members as space allows.

FINANCE

It shall be the duty of this committee to plan the annual budget of KAS, to assist the Treasurer in the preparation of financial reports, to make recommendations and to carry out plans for obtaining financial support for and to arrange all necessary insurance for KAS, its officers, employees and directors. They shall also arrange for a periodic audit or review by an independent Certified Public Accountant.

LIBRARY

It shall be the duty of this committee to maintain the library of KAS.

MEMBERSHIP

It shall be the duty of this committee to maintain the membership records, support active membership, and seek new members. 

PROGRAM

It shall be the duty of this committee to arrange for monthly programs including lectures, discussions, and exhibits which may include technology-based presentations.

HOSPITALITY

It shall be the duty of this committee to plan and to provide for the social activities including scheduling of refreshments, greeter, and raffle tables at monthly meetings.

 

ARTICLE 10: GENERAL FINANCES & CONTRACTS

Section 1.  All monies received from any source shall be placed directly in the Treasury of KAS to be used as directed by the Executive Board for the administration of its affairs, or as specified by the donor to achieve the purpose of KAS.  Monies over $500 requested for donation from KAS to other organizations require a request letter stating the mission of the organization and the allocation of the requested funds.  

Section 2. The Treasurer will be responsible for the payment of all expenditures approved by the Board. A checking account for operating expenses of KAS in the amount approved in the annual budget will be maintained and will require the signature of the Treasurer, President and/or other officers which the Board may appoint by a majority vote.

Section 3. The fiscal year shall begin July first.

Section 4. Between meetings of the Board, the President/Co-Chairs shall have the power to incur reasonable and necessary expenses on behalf of KAS, with the polled approval of a majority of the Board.

Section 5. All contracts and/or agreements shall be approved by a majority of the Board and signed by the President/Co-Chairs and one other member of the Board.

 

ARTICLE 11:  MISSION

KAS will reflect the mission statement of National Audubon Society. 

 

ARTICLE 12: INDEMNIFICATION

Section 1. KAS may indemnify, to the maximum extent allowed by law, any person covered under the provisions of Section 5238 of the California Corporation Code.

Section 2. KAS may purchase and maintain insurance on behalf of any person covered under the provisions of Section 5238 of the California Corporation Code.

ARTICLE 13: PARLIAMENTARY AUTHORITY

In matters not covered by these By-laws, Robert’s Rules of Order shall govern.

ARTICLE 14: AMENDMENTS

The By-laws may be amended at any regular meeting of KAS by a majority vote of members present, provided that the proposed amendment has been read at the regular meeting of KAS during the preceding month and the time of voting duly announced on the website or in an email announcement and posted not less than 30 days on KAS’s website.

 

ARTICLE 15: DISCONTINUANCE

KAS 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 KAS will cease upon expiration of the six-month period. KAS recognizes the right of the National Society to terminate the Chapter relationship on six months’ notice, given by it to KAS, in which case the members of KAS shall continue as members thereof for the balance of the term for which dues have been paid.

 

 

 

These By-laws were adopted as amended October 6, 2009.

These By-laws were amended by addition of Section 6.2 and 6.9 May 1, 2012.

These By-laws were amended and approved insert date here.