THE AUGUSTA-AIKEN AUDUBON SOCIETY
a South Carolina 501(c)(3) corporation
MAY 12, 2016 ARTICLE I
Section 1.01 Purpose. The purpose of the Corporation shall be to educate the public about birds, other wildlife, and habitat, and to provide opportunities for our community to appreciate the natural world. The Corporation shall do all things necessary or convenient, and not inconsistent with law, to further these goals. The purpose of the Corporation is exclusively educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). No part of the net earnings of the Corporation shall inure to the benefit of private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, and the Corporation shall not otherwise attempt to influence legislation. The Corporation shall not participate in, or intervene in, political campaigns on behalf of any candidate for public office. The Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code.
Section 1.02 Principal Office. The Corporation shall maintain its Principal Office as required by the South Carolina Nonprofit Corporation Act of 1994, as amended (the “Act”), in the City of Jackson, State of South Carolina or such other place as designated from time to time by the Board of Directors for the principal executive offices of the Corporation (the “Principal Office).
Section 1.03. Registered Office. The Corporation shall maintain a Registered Office as required by the Act at a location in the State of South Carolina designated by the Board of Directors from time to time (the “Registered Office”). In the absence of a contrary designation by the Board of Directors, the Registered Office of the Corporation shall be located in its Principal Office.
Section 1.04. Registered Agent. The Corporation shall maintain a Registered Agent as required by the Act who shall have a business office at the Corporation’s Registered Office. The Registered Agent shall be designated from time to time to serve at its pleasure. In the absence of such designation the Registered Agent shall be the Corporation’s Secretary.
Section 1.05. Other Offices. The Corporation may have such offices within and without the State of South Carolina as the business of the Corporation may require from time to time. The authority to establish or close such other offices may be delegated by the Board of Directors to one or more of the Corporation’s Officers.
Section 1.06. Filings. In the absence of directions from the Board of Directors to the contrary, the President of the Corporation shall cause the Corporation to maintain current all filings in respect of the Principal Office, Registered Office and Registered Agent with all governmental officials as required by the Act or otherwise by law.
ARTICLE II – MEMBERS
Section 2.01. Criteria for Membership. Membership shall be open to any person interested in the mission of the Corporation and who pays the dues described in Section 2 hereof.
Section 2.02. Procedures for Becoming a Member. Prospective members in the National Audubon Society (National) shall complete a membership form or register on-line with the National Audubon Society. Prospective Chapter-Only Members shall complete a membership form.
Section 2.03. Consideration. The Corporation shall admit Members for no consideration.
Section 2.04. Classes of Membership. Membership shall include those in National as well as Chapter-Only memberships in the Augusta-Aiken Audubon Society. National memberships shall enjoy all the rights and privileges pertaining to the members of National and the Augusta-Aiken Audubon Society. Chapter-Only memberships shall enjoy all rights and privileges pertaining to the Augusta-Aiken Audubon Society. A chapter-only membership or membership in National is considered to be a family membership, to include all related members of the household of the registered Member.
Section 2.05. Dues. Annual dues of National membership shall be as established by the National Audubon Society. Dues of Chapter-Only membership shall be as established by the Board of Directors of the Augusta-Aiken Audubon Society. National membership and chapter-only membership dues shall be payable at the time of application and shall be effective from the date of election, and yearly thereafter. Should renewal of National or Chapter-Only membership dues not be paid within six months after they are due, a member so in default shall forthwith be dropped from the rolls. The Membership roll for National shall be available on-line from the National Audubon Society. The roll for Chapter-Only members shall be maintained by the Membership Chairman.
Section 2.06. Transfers. No Member may transfer a membership or any right arising therefrom.
Section 2.07. Annual and Regular Meetings. An annual meeting of the Corporation’s Members shall be held once each calendar year for the purpose of electing Officers and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held as the last meeting of the fiscal year at a time and place designated by the Board of Directors. Unless the Act, these Bylaws, or the Corporation’s Articles of Incorporation (“Articles”) require otherwise, notice of the annual meeting need not include a description of the purpose for which the meeting is called. Notice of an annual or regular meeting at which the Members may approve the following shall include a description of such matter: amending the Articles; amending the Bylaws; merging the Corporation; selling the Corporation’s assets other than in the regular course of activities; dissolving the Corporation. Regular meetings of the Corporation shall be held on a uniform day of the month. The time, place and frequency of these meetings shall be determined by the Board of Directors. All regular meetings are open to the general public.
Section 2.08. Special Meetings. Special meetings of the Corporation’s Members may be demanded and called for any one or more lawful purposes by the Corporation’s President, or a majority of the Directors.
Section 2.09. Notice of Meetings. Notice of meetings shall be given via the Corporation’s newsletter and/or website. The notice shall be posted to the website no fewer than ten (10) days before the meeting. Such notice shall state the date, time, and place of the meeting.
Section 2.10. Quorum. Those members present at a meeting who are in good standing, shall constitute a quorum for the transaction at any duly called regular or special meeting, provided that at least fifteen (15) members are present.
Section 2.11. Voting. Except as may otherwise be required by the Act or the Articles, a Member present at a meeting of Members shall be entitled to one vote on each matter. Officers presented by the President and/or Nominating Committee shall be elected by voice vote at the Annual Meeting, or by a motion of the membership instructing the Recording Secretary to cast a unanimous ballot in favor of the recommendations presented by the President and/or Nominating Committee. If there is more than one candidate for any office, the election to such office shall be by show of hands.
Section 2.12. Action by Written Ballot. Voting by written ballot is not permitted.
Section 2.13. Action. Approval of actions by Members shall be in accordance with the requirements of the Act, except to the extent otherwise provided by the Articles.
Section 2.14. Resignation of a Member. A Member may resign in writing to the Board of Directors at any time; provided however, the resignation of a Member does not relieve the Member from any obligations the Member may have to the Corporation as a result of obligations incurred or commitments made before such resignation.
Section 2.15. Conduct of Meetings. The President shall preside at each meeting of Members. In the absence of the President, the meeting shall be chaired by the Vice-President or President-Elect. In the absence of any of these officers, the meeting shall be chaired by an Officer of the Corporation designated by the Board of Directors. The Recording Secretary or in his or her absence, a person whom the chairman of the meeting shall appoint, shall act as secretary of the meeting and keep a record of the proceedings thereof.
The Board of Directors of the Corporation shall be entitled to make such rules or regulations for the conduct of meetings of Members as it shall deem necessary, appropriate or convenient. Unless, and to the extent, determined by the Board of Directors or such presiding official for the meeting, meetings of Members shall not be required to be held in accordance with rules of parliamentary procedure.
ARTICLE III – DIRECTORS
Section 3.01. Authority. The Board of Directors shall have ultimate authority over the conduct and management of the business and affairs of the Corporation.
Section 3.02. Qualification. All Directors shall be natural persons.
Section 3.03. Number. The Corporation shall have Directors. The number of Directors may be increased or decreased from time to time by the Board of Directors; provided however, that the number of Directors shall not be less than three (3); and provided further, that no reduction in the number of Directors shall have the effect of shortening the term of any incumbent Director.
Section 3.04. Elected and Appointed Directors. Directors shall be elected by the Members, to wit, President, President-Elect and/or Vice-President, Secretary and Treasurer. Each Director shall hold office from the date of the first regular meeting after the Director’s election and qualification until such Director’s successor shall have taken office after being duly elected and qualified, or until such Director’s earlier removal, resignation, death, or incapacity. An election of these Directors by the Membership shall be held at each annual meeting of the Corporation’s Members.
The President shall have the option of annually appointing 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 Members of the Corporation via the Corporation’s newsletter or website, and suggestions for nominations of officers may be submitted to the Committee by any member of the Corporation. The President and/or the Nominating Committee shall put forth candidates for officers to succeed those whose terms of office expire. A report shall be presented to the Membership in the Corporation’s newsletter or on its website, and at the Annual meeting. Nothing herein contained shall prevent nominations of officers from the floor during the Annual meeting.
Committee chairs shall be appointed by the President with the approval of the Board of Directors and will serve as Directors from the date of each Director’s appointment until each such Director’s successor shall have been duly appointed and qualified, or until each such Director’s earlier removal, resignation, death or incapacity. The Standing Committees of the Corporation are as follows: Membership, Program, Conservation, Field Trip, Social (or Hospitality), Publicity, Education, Publications, Finance, and Electronic Communications.
Other Directors may be appointed by the President with the approval of the Board of Directors and shall hold office from the date of each Director’s appointment until each such Director’s successor shall have been duly appointed and qualified, or until each such Director’s earlier removal, resignation, death or incapacity. In case of any increase in the number of Directors, the additional directorships so created may be filled in the first instance in the same manner as a vacancy in the Board of Directors.
Section 3.05. Resignation of Directors. A Director may resign at any time by delivering written notice to the Board of Directors, its presiding Officer, or the President. A resignation is effective when the notice is effective unless the notice specifies a later date. If the resignation is made effective at a later date, the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor does not take office until the effective date.
Section 3.06. Removal. Any Director elected by the Members may be removed from office, with or without cause, by the Members of the Corporation if the number of votes cast to remove the Director would be sufficient to elect the Director at a meeting to elect Directors. An appointed Director may be removed without cause by the President with the approval of the Board of Directors, by delivering written notice of the removal to the Director.
Section 3.07. Vacancies. The Board of Directors may by majority vote of the Directors then in office, elect a new Director to fill a vacancy of a Director elected by the Members; provided, however, that no person may be elected to fill a vacancy created by such person’s removal from office pursuant to these bylaws. If a vacant office was held by an appointed Director, he may be removed from office only by the President with the approval of the Board of Directors.
Section 3.08. Annual and Regular Meetings. An annual meeting of the Board of Directors shall be called and held for the purpose of annual organization, changes in the established number of Directors, if any, appointment of Committee Chairmen, approval of the budget, and transaction of any other business. Regular meetings of the Board of Directors shall be held a minimum of once (1) per year. Meeting places, dates and times shall be determined by the President and announced to Members of the Board of Directors either by electronic mail, first-class mail or phone at least seven (7) days before the meeting. Except as otherwise provided by law, any business may be transacted at any annual or regular meeting of the Board of Directors.
Section 3.09. Special Meetings: Notice of Special Meeting. Special meetings of the Board of Directors may be called for any lawful purpose or purposes by the President, the presiding Officer of the Board of Directors, or at least twenty percent (20%) of the Directors then in office. The person calling a special meeting shall give, or cause to be given, to each Director, notice of the date, time and place of the meeting not less than two (2) days prior thereto.
Section 3.10. Quorum. A majority of the Directors in office immediately before the meeting shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
Section 3.11. Action. The Board of Directors shall take action pursuant to resolutions adopted by the affirmative vote of a majority of the Directors participating in a meeting at which a quorum is present.
Section 3.12. Action Without Meeting. To the fullest extent permitted by the Act, the Board of Directors may take action without a meeting by written consent as to such matters by electronic or first-class mail. Copies of such written consent must be kept and included in the minutes filed with the corporate records reflecting the action taken.
Section 3.13. Committees. The President, with the approval of the Board of Directors, shall appoint chairmen of Standing Committees who, in turn, may select their own committee members with recommendations and suggestions from the Board of Directors. The President, with the approval of the Board of Directors, may appoint ad hoc Committees whose terms of office will be determined by the length of the assignment to be accomplished.
Section 3.14. Compensation. Directors shall not receive compensation for serving as a member of the Corporation’s Board of Directors.
Section 3.15. Order of Business. The meetings of the Board of Directors shall not be required to be held in accordance with rules of parliamentary procedure.
ARTICLE IV – OFFICERS
Section 4.01. In General. The Officers of the Corporation shall consist of a President, President-Elect and/or Vice-President, Recording Secretary, and a Treasurer. All officers shall be elected by the Members at the annual meeting per Section 2.07. The president shall serve a two (2) year term of office, and may not succeed him/herself. All other Officers serve one (1)-year terms of office.
Section 4.02. President. The President shall be the chief executive Officer of the Corporation and, subject to the authority of the Board of Directors, shall manage the business and affairs of the Corporation. The President shall whenever possible preside at all meetings of the Members and all meetings of the Board of Directors. The President shall see that the resolutions of the Board of Directors and authorized committees thereof are put into effect. The President shall serve as an ex-officio member of all committees.
Section 4.03. Vice-President. Except as otherwise determined by the Board of Directors, a Vice-President shall serve under the direction of the President. The President-Elect may serve as Vice-President if appointed by the President. In the absence, incapacity, or inability or refusal of the President to act, the Vice-President shall assume the authority and perform the duties of the President. The President-Elect serves on the Board of Directors in the year prior to becoming President. The same individual may simultaneously hold the office of Vice-President and President-Elect. Both the Vice-President and President-Elect may be assigned special duties helpful to the President and Board of Directors.
Section 4.04. Recording Secretary. The Recording Secretary shall serve under the direction of the President. The Recording Secretary shall whenever possible attend all meetings of the Members and the Board of Directors, and whenever the Recording Secretary cannot attend such meetings, such duty shall be delegated by the presiding Officer. The Recording Secretary shall record or cause to be recorded under the President’s general supervision the proceedings of all such meetings and any other actions taken by the Members or the Board of Directors in a book or books (or similar collection) to be kept for such purpose. The minutes of all meetings of the Members are to be posted on the Corporation’s website for two (2) months. The Recording Secretary shall properly keep and file or cause to be properly kept and filed all books, reports, statements, notices, minutes, certificates, documents, records, lists, and instruments required by the Act or these Bylaws to be kept or filed, as the case may be. The Recording Secretary may when requested, and shall when required, authenticate any records of the Corporation.
Section 4.05. Treasurer. Except as otherwise provided by these Bylaws, or determined by the Board of Directors, the Treasurer shall serve under the direction of the President. The Treasurer shall keep safe custody of the Corporation’s funds, maintain and give complete and accurate books, records, and statements of account, give and receive receipts for moneys, and make deposits of the Corporation’s funds or cause the same to be done under the Treasurer’s supervision. The Treasurer shall upon request report to the Board of Directors or Members on the financial condition of the Corporation. The Treasurer shall prepare an annual budget at the end of each fiscal year for review by the Board of Directors. The Treasurer shall prepare an annual report on the financial condition of the Corporation for certification by the National Audubon Society. This report will be made available to the Members upon request.
ARTICLE V – INDEMNIFICATION
Section 5.01. Scope. The Corporation shall indemnify, defend and hold harmless the Corporation’s Officers and Directors to the fullest extent permitted by, and in accordance with the Act. This plan of indemnification shall constitute a binding agreement of the Corporation for the benefit of the Officers and Directors as consideration for their services to the Corporation, and may be modified or terminated by the Board of Directors only prospectively. Such right of indemnification shall not be exclusive of any other right which such Directors, Officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of Members, insurance, or provision of law, or otherwise.
ARTICLE VI – TRANSACTIONS
Section 6.01. Contracts. The Board of Directors may authorize any Officer or Officers, or agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation.
Section 6.02. Checks. All checks issued in the name of the Corporation shall be signed by either the President or the Treasurer.
Section 6.03. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, or bequest for the general purposes or for any special purpose of the Corporation.
CHAPTER VII – RECORDS
Section 7.01. Forms of Records. When consistent with good business practices, any records of the Corporation may be maintained in other than written form if such other form is capable of reasonable preservation and conversion into written form within a reasonable time.
Section 7.02. Corporate Records. The Corporation shall maintain appropriate accounting records. The Corporation or its agent shall maintain a record of the name and address, in alphabetical order, of each Chapter-Only Member. The name and address of each National Member shall be kept by National, and made available to the Corporation through its on-line roster. The Corporation shall keep a copy of the following records at its Principal Office:
1. Its articles or restated articles of incorporation and all amendments thereto currently in effect; 2. Its Bylaws or restated Bylaws and all amendments thereto currently in effect; 3. Resolutions adopted by its Board of Directors relating to the characteristics, qualifications, rights, limitations and obligations of Members. 4. The minutes of all meetings of Members and records of all actions approved by the Members for the past three (3) years. 5. All written communications to Members generally within the past three (3) years, including financial statements furnished over the past three (3) years. 6. A list of the names and business or home address of its current Directors and Officers; and 7. The Corporation’s most recent report of each type required to be filed by the Corporation with the South Carolina Secretary of State.
Section 7.04. Financial Statements. The Corporation upon written demand from a Member shall furnish the demanding party the Corporation’s latest annual financial statements. Such statements shall include a balance sheet as of the end of the fiscal year and statement of operations for that year.
ARTICLE VIII – MISCELLANEOUS
Section 8.01. Fiscal Year. The fiscal year of the Corporation begins July 1 and ends on June 30 of the following year.
Section 8.02. Amendments. Subject to the Act and the Articles, any or all of these Bylaws may be altered, amended, or repealed and new Bylaws may be adopted only by the affirmative vote of a majority of the Members. The Board of Directors may not amend these Bylaws.
8.03. Commitments. The relationship between the Corporation and National shall be governed by the Chapter Policy of the National Audubon Society. Neither the Corporation or National shall enter into any commitment binding on the other without written authorization to do so.
Section 8.04. Severability. If any provision of these Bylaws or the application thereof to any person or circumstance shall be held invalid or unenforceable to any extent by a court of competent jurisdiction, such provision shall be complied with or enforced to the greatest extent permitted by law, and the remainder of these Bylaws and the application of such provision to other persons or circumstances shall not be affected thereby and shall continue to be complied with.
Section 8.05. Discontinuance. The Corporation by vote of its Board of Directors may revoke its charter and cease to be a Chapter of the National Audubon Society by providing sixty (60) days written notice of such decision to its State Director or to the offices of the National Audubon Society.