Bylaws of the Juniata Valley Audubon Society Inc.

PREAMBLE

The Juniata Valley Audubon Society is a chapter of the National Audubon Society and is dedicated to the conservation and restoration of natural ecosystems, focusing on birds, other wildlife, and their habitats for the benefit of humanity and the Earth's biological diversity. Juniata Valley Audubon accomplishes its mission through advocacy, science, land stewardship, and education — working directly with Audubon Pennsylvania, the Pennsylvania state office of the National Audubon Society.

ARTICLE I — Name

This organization shall be known as the Juniata Valley Audubon Society.

ARTICLE II — Purposes and Objectives

SECTION 1 – The purposes and objectives of this Society are to engage exclusively in educational, scientific, literary, and charitable pursuits that are consistent with the purposes and objectives of the National Audubon Society, Inc., of which this Society shall function as a chapter, and said purposes and objectives shall conform to the provisions of Section 501(c)(3) of the Internal Revenue Code.

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 the Society are irrevocably dedicated to charitable purposes, and no part of the property, assets, or net income of this Society shall ever inure to the benefit of any director, officer, or member thereof, or to the benefit of any private shareholder or individual.

ARTICLE III — Chapter Policy

The relationship between this Society and the National Audubon Society shall be governed by the “Audubon Chapter Policy.”

ARTICLE IV — Membership

SECTION 1 – Any person interested in the purposes and objectives of this Society is eligible for membership.

SECTION 2 – Audubon membership consists of two (2) categories of members: National Members and Chapter-only Members. Classes of membership of this Society shall be the same as those maintained by the National Audubon Society.

SECTION 3 – For National Members, the minimum annual membership dues shall be as established by the National Audubon Society.

SECTION 4 – For Chapter-only Members, the minimum membership dues shall be as established by the Board of Directors of this Society.

SECTION 5 – All members of this Society shall enjoy at a minimum all the rights and privileges accorded to members of the National Audubon Society.

SECTION 6 – All members of this Society shall have the right to cast one (1) vote at the Annual Meeting and any regular or special meeting of members on any motion that properly may be brought before such meeting, including the election of officers. Members in the Family Class of membership shall be entitled to two (2) votes per family, provided that at least two members of the family are present at the time of the voting.

SECTION 7 – Membership dues shall be payable at the time of application and shall be effective from the date of election yearly thereafter. For Life Members, dues shall be paid in one sum, except as may be provided otherwise in the Bylaws of the National Audubon Society.

SECTION 8 – Should renewal of membership dues not be paid within three (3) months after the time they are payable, a member so in default shall forthwith be dropped from the Chapter rolls.

ARTICLE V — Meetings

SECTION 1 – Regular meetings of members of this Society shall be held on the third Tuesday in January, February, March, April, May, September, October, and November unless changed by a majority vote of the Board of Directors. In any event, such regular meetings shall be held not fewer than six (6) times in any calendar year.

SECTION 2 – The regular meeting in April shall be known as the Annual Meeting and shall be for the purposes of receiving brief reports by the officers and committee chairs, installing any officers elected in March, conducting any other business that may arise, and offering a banquet dinner and program speaker.

SECTION 3 – Special meetings may be called by the President or pursuant to a resolution of the Board and shall be called upon the written request of ten (10) members of the Society. At least three (3) days written notice of such special meeting, stating the objectives thereof, shall be given each member at his or her last known post office address or e-mail address.

SECTION 4 – Twenty (20) voting members present shall constitute a quorum for the transaction of business at any duly called regular or special meeting.

ARTICLE VI — Board of Directors

SECTION 1 – The control and conduct of business of this Society shall be vested in its Board of Directors. The Board shall determine the policies of this Society, but such policies shall not be in conflict with those recounted in the “Audubon Chapter Policy.” The Board shall comprise the elected officers, chairpersons of Standing Committees, and not more than three (3) Directors-at-Large elected for terms of two (2) years unless changed by a majority vote of the Board of Directors.

SECTION 2 – Board meetings shall be held on one of the first seven days of February, April, August, October, and December unless changed by a majority vote of the Board of Directors. The date and time of each Board meeting shall be decided by majority vote of the Board members at the prior meeting. The agenda, location, and notice of each Board meeting shall be the responsibility of the President. Board meetings shall be open to all National Members and Chapter-only Members.

SECTION 3 – A majority of the Board members present shall constitute a quorum at any Board meeting.

SECTION 4 – Special meetings of the Board may be called by the President or upon the request of three (3) Board members.

SECTION 5 – Directors-at-Large shall be elected by a majority vote of the Board members.

SECTION 6 – The President, or in his or her absence, the Vice President, shall act as Chair at any meeting of the Board. In the absence of both the President and the Vice President, the Board shall designate any other Board member to chair such meeting.

ARTICLE VII — Officers

SECTION 1 – The elected officers of this Society shall be a President, a Vice President, a Secretary, and a Treasurer. The President shall hold office for a two-year (2-year) term, or until a successor is elected, and shall not serve more than two (2) consecutive terms. All other officers shall serve for a two-year (2-year) term, or until a successor is elected, and may succeed themselves. The immediate past president shall also serve as an officer.

SECTION 2 – For any reason an office becomes vacant, the Board may proceed to elect, by a majority vote at any regular or special meeting, such officer to fill the vacancy. The officer so elected shall serve until the next Annual Meeting of members. When for such purpose, an officer has been elected for less than a full term, such part term shall be disregarded with respect to his or her qualification for re-election for a full term or for additional consecutive terms.

SECTION 3 – The President shall direct and administer the affairs of the Society as its executive head and shall supervise all phases of its activities, subject to instructions by the Board. The President shall serve as the principal spokesman of the Board, with his or her signature required on all correspondence stating the Board's position on issues as authorized by the Board. The President also shall serve as an ex-officio and voting member of all committees except for the Nominating Committee. The President, with the assistance of the Treasurer, shall prepare a budget for the forthcoming fiscal year and submit it to the Board at its meeting in August. The President shall plan the program at the Annual Meeting of the Society. The President shall preside at all meetings of members and of the Board.

SECTION 4 – The Vice President shall assist the President to carry out his or her duties and, whenever the President is unable to act, shall direct and administer the affairs of the Society and supervise all phases of its activities, subject to instructions by the Board, and shall preside at meetings of members and of the Board. The Vice President will be the chair of the Program Committee.

SECTION 5 – The Secretary shall record the minutes of all proceedings of the Board and the Society. The Secretary shall conduct all correspondence of the Society, except such correspondence that, by instructions of the Board or at the discretion of the President, may be conducted by another officer of the Society.

SECTION 6 – The Treasurer shall be entrusted with custody of the Society's funds and shall disburse funds as ordered by the Board. The Treasurer shall report to the Board at its meetings, or as requested, and shall prepare a full financial report at the end of the fiscal year. An audit of the Treasurer's accounts shall be performed biennially, or when a successor is elected, by an Auditing Committee of three (3) members appointed by the President.

SECTION 7 – All checks of the Society shall be signed by the Treasurer, the President, or the Vice President. One signature is sufficient.

SECTION 8 - The main duty of the Immediate Past President is to assist the President and the Board of Directors in the maintenance of continuity from one administration to the next. The Immediate Past President has a full vote at all meetings of the Board of Directors. The Immediate Past President shall serve as Chairman of the Nominating Committee. The term of office of Immediate Past President shall be concurrent with the term(s) of the succeeding Chapter President. This position shall remain vacant until the current President succeeds into this position.

ARTICLE VIII — Nominating Committee

SECTION 1 – At the February Board meeting in an even-numbered year, the President shall appoint a Nominating Committee to consist of not less than three (3) members. The names of the members of the Nominating Committee shall be made known to the membership of the Society. Any member may make suggestions for nominations for officers to the Nominating Committee.

SECTION 2 – The Nominating Committee shall nominate candidates for the offices to be filled at the regular meeting of members in March. The Nominating Committee shall report at the regular meeting in March — one month before the Annual Meeting.

SECTION 3 – Before the election of officers at the regular meeting in March, additional nominations from the floor shall be permitted.

ARTICLE IX — Elections

SECTION 1 – The election of officers shall take place at the March regular meeting of members in an even-numbered year. The officers will be installed at the Annual Meeting — in April of that year.

SECTION 2 – Nominees presented for office by the Nominating Committee shall be elected by a voice vote of the membership present at the March regular meeting or by a motion of the membership instructing the Secretary to cast a unanimous ballot in favor of the nominees presented by the Nominating Committee.

SECTION 3 – If there is more than one nominee for any office, the election shall be by ballot, with the nominee receiving the majority of the ballots cast declared the winner.

SECTION 4 – No member shall hold more than one office at a time.

ARTICLE X — Other Committees

SECTION 1 – The President, with the approval of the Board of Directors, shall appoint chairs of the Standing Committees who, in turn, may make their own committee appointments with recommendations from the Board. Terms of office shall be for two (2) years or until their successors are appointed.

SECTION 2 – The President, with the approval of the Board of Directors, may appoint chairs of Special or Task Force Committees whose terms of office will be determined by the length of the assignment to be done.

SECTION 3 – This Society shall have the following Standing Committees.

A. Membership Committee

The Membership Committee shall maintain the Society's membership records and promote membership — primarily in the National Membership category, and secondarily in the Chapter-only Membership category. It shall conduct local membership campaigns to enroll new members and endeavor to retain current members.

B. Programs Committee

Subject to approval by the Board, the Programs Committee shall coordinate the arrangements for all regular meetings of members except for matters relating to Society business that may be transacted at such meetings. The Committee shall make arrangements for lectures, discussions, and other such events that may promote interest in, and appreciation of, conservation, ecology, and natural history. The Programs Committee will be assisted by the Hospitality Committee.

C. Conservation Committee

The Conservation Committee shall keep apprised of local, state, and national government policies and actions affecting the natural environment and the conservation of natural resources. It shall draft and recommend the Society's conservation policy to the Society's Board of Directors. It shall carry out the conservation policy as approved by the Board and endeavor to coordinate the actions of the Society with the policy and activities of the National Audubon Society. The Conservation Committee shall work on at least one major conservation or environmental project. The Committee also may lead, or actively participate in, a local conservation campaign and take an active role in supporting a major National Audubon Society campaign or other projects of the Society's choice.

D. Wetlands Committee

The Wetlands Committee shall advise the Society on issues pertaining to wetland conservation and protection. The Committee shall serve on an as-needed basis to provide professional guidance, education, and interpretation to the Society on local, state, and national government policies and actions affecting wetlands. The Wetlands Committee also shall keep the Society apprised of local projects that may adversely impact wetlands and serve as a lead for any local wetland conservation campaigns identified by the Society.

E. Education Committee

The Education Committee shall work to further the National Audubon Society's goals locally while informing the public about the natural environment. It shall conduct, or cause to be conducted, workshops in natural science for Society members and others. The Committee shall maintain the Society's library of books, video tapes, slide transparencies, and other educational materials.

F. Field Trips Committee

Subject to approval by the Board, the Field Trips Committee shall plan, organize, and arrange for the proper conduct of field trips that may be participated in by members of the Society and others interested in the purposes and objectives of the Society. The Committee shall offer at least six (6) field trips each year.

G. Publications and Publicity Committee

The Publications and Publicity Committee shall publish and mail a newsletter to every Chapter member at least six (6) times a year. It shall publish and mail two (2) brochures per year describing the Society's programs and field trips; that is, a spring brochure and a fall brochure. The Committee shall use newspapers, radio, TV, the Internet, and other publicity media to publicize the purposes, objectives, and programs of the Society.

H. Hospitality Committee

The Hospitality Committee shall assist the Programs Committee with social arrangements for the regular meetings of members. It shall see that refreshments are provided for Society members and others at the close of the program at regular meetings.

I. Historian

The Historian shall collect photographs, newspaper clippings, and other such documents relating to the Chapter's history and preserve them in scrapbooks or other places of safekeeping.

SECTION 4 – Committees may be disbanded, combined, or created by a majority vote of the Board of Directors.

ARTICLE XI — Fiscal Year

The fiscal year for this Society shall be defined as the accounting period beginning on July 1 of any one year, continuing for twelve (12) months and ending on June 30 of the subsequent year.

ARTICLE XII — Construction

These Bylaws shall be construed under the laws of the Commonwealth of Pennsylvania.

ARTICLE XIII — Parliamentary Authority

In procedural matters not covered by these Bylaws, the rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern this Society.

ARTICLE XIV — Dissolution

Upon dissolution of this Society, its assets shall be distributed to the National Audubon Society, or if unwilling or unable to accept said distribution, for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

ARTICLE XV — Amendments

SECTION 1 – These Bylaws may be amended or repealed by a two-thirds (2/3) vote of members present at any regular or special meeting of members duly called pursuant to the provisions of Art. V, Sec. 3 herein. The notice of such meeting shall recite the wording of each proposed amendment or repeal.

SECTION 2 – A copy of these Bylaws, with amendments, shall be sent to the Audubon Pennsylvania Board and the Mid-Atlantic Regional Representative of the National Audubon Society, Inc.


Adopted September 29, 1969
Revised May 29, 1979
Amended May 24, 1986
Revised August 13, 2002
Amended October 21, 2014
Amended September 15, 2015
Amended September 20, 2016