CONSTITUTION AND BY-LAWS OF THE AUGUSTA-AIKEN AUDUBON SOCIETY

Revised March 30, 2006

CONSTITUTION

ARTICLE I: NAME

This organization shall be known as the Augusta-Aiken Audubon Society.

ARTICLE II: MISSION

Section 1. Our mission is to educate the public about birds, other wildlife, and habitat, and to provide opportunities for our community to appreciate the natural world.

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 this Society are irrevocably dedicated to charitable purposes, and no part of the property, assets, profits, 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. Upon dissolution, or upon abandonment, the assets of this Society remaining after payment of, or provision for all debts and liabilities of this Society, shall be donated to such corporation or corporations, association or associations, fund or funds, or foundation or foundations having similar objects and purposes as this Society, as the Board of Directors of this Society 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© ) (3) of the Internal Revenue Code.

Section 3. The Society shall not participate in or intervene in any political campaign on behalf of any candidate for public office.

BY-LAWS

ARTICLE 1 - MEMBERSHIP

Section 1. Any person interested in the purpose of the Society is eligible for membership.

Section 2. Classes of membership shall include those maintained by the National Audubon Society or Chapter-Only memberships.

Section 3. Annual dues of National membership shall be as established by the National Audubon Society. Dues of Chapter-Only membership shall be as established by Augusta-Aiken Audubon Society.

Section 4. National Audubon Society memberships shall enjoy all the rights and privileges pertaining to the members of the National Society and The Augusta-Aiken Audubon Society. Chapter-Only memberships shall enjoy all rights and privileges pertaining to The Augusta-Aiken Audubon Society only.

Section 5. National Audubon Society Membership dues shall be payable at the time of application and shall be effective from the date of election, and yearly thereafter. In the case of Life members, dues shall be paid in full in one sum at the time of application and will be accepted as of the time of election.

Section 6. Should renewal of National Audubon Societty membership dues not be paid within six months after the time they are payable, a member so in default shall forthwith be dropped from the rolls.

ARTICLE II: MEETINGS

Section 1. The meetings of the Augusta-Aiken Audubon Society shall be held on a regular day of the month. The time, place and frequency of the meetings shall be left to the Board’s discretion.

Section 2. All meetings of the Augusta-Aiken Audubon Society shall be open to the general public.

Section 3. Those members present in good standing shall constitute a quorum for the transaction of business at any duly called regular or special meeting.

Section 4. Special meetings of the Augusta-Aiken Audubon Society may be called by the President or pursuant to a resolution of the Board. Ten (10) days notice of such special meeting, stating objectives thereof, shall be given each member.

ARTICLE III: BOARD OF DIRECTORS

Section 1. The control and conduct of business of the Society shall be vested in its Board of Directors. The Board shall determine the policies of the Society. The Board shall include (a) the elected officers, (b) chairmen of Standing Committees, (c) Directors appointed by the President, and (d) all past presidents.

Section 2. Regular meetings of the Board shall be held a minimum of two (2) times per year. Meeting dates and times shall be determined by the President.

Section 3. A majority of the Board shall constitute a quorum at any meeting.

Section 4. Special meetings of the Board may be called by the President or upon the request of the majority of the Board.

ARTICLE IV: OFFICERS

Section 1. The elected officers of the Society shall be a President, a President Elect, a Vice-President, a Recording Secretary, and a Treasurer. The President shall hold office for a two-year term and shall not succeed himself/herself. At the close of the first year of any Presidency, a President-Elect shall be elected by the members. The President-Elect will serve on the Board of Directors in the year prior to becoming President. The same individual may simultaneously hold the office of the Vice-President and President-Elect. All other officers shall serve for one-year terms.

Section 2. A vacancy in the office of the President or in any other office shall be filled by the majority vote of the Board of Directors to hold office until the next election at which time the vacancy shall be filled in the regular way. In the case of a vacancy in the office of the President occurring during the term of the President-Elect, the latter shall immediately succeed to the office of the President.

Section 3. The President shall be President of the Society, Chairman of the Board of Directors, and 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 the carrying out of his duties and shall preside at all meetings in the absence of the President.

Section 5. The President-Elect, during his/her year on the Board, may be assigned special duties helpful to the President and/or the Board of Directors.

Section 6. The Recording Secretary shall keep a record of all proceedings of the Board and the Society.

Section 7. The Treasurer shall have custody of the Society’s funds. The Treasurer shall disburse the funds as may be ordered by the Board and shall report to the Board of Directors at their regular meetings, or as requested. The treasurer will prepare an annual report on the financial condition of the Society for National certification, and this report will be made available to the membership upon request.

Section 8. All checks and drafts of the Society may be signed by the Treasurer or the President.

ARTICLE V: NOMINATING COMMITTEE

Section 1. The Board of Directors shall annually 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, and suggestions for nominations for officers may be submitted to the Committee by any member of the Society.

Section 2. The Nominating Committee shall nominate candidates for officers to succeed those whose terms of office expire. Its report shall be presented to the membership at the regular Chapter meeting which preceeds the last meeting of the year.

Section 3. Nothing herein contained shall prevent nominations of officers from the floor at the time of the meeting at which elections are to be held.

ARTICLE VI: ELECTIONS

Section 1. The election of officers shall take place at the last meeting of the year. The officers will be installed at the first meeting of the next year.

Section 2. Officers presented by the Nominating Committee shall be elected by a voice vote of the membership present at the regular members’ 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 , however, if there is more than one candidate for any office, the election to such office shall be by show of hands with the winner being indicated by the majority of hands.

ARTICLE VII: COMMITTEES

Section 1. 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. Terms of office shall be for one year or until their successors are appointed.

Section 2. 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 done.

Section 3. Standing Committees of the Society may be as follows, and other such Committees as become necessary to carry out the functions of the Society.

MEMBERSHIP COMMITTEE

It shall be the duty of this committee to cooperate with the Membership Department of the National Society by such measures as obtaining Lists of names and addresses of (potential) members residing within the allotted territory of this Society. 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.

PROGRAM COMMITTEE

It shall be the duty of this committee to make all plans and arrangements for the regular meetings of the Society, and it shall promote interest and appreciation through lectures, discussions, exhibits, publications and meetings.

CONSERVATION COMMITTEE

It shall be the duty of this Committee to keep informed on local, state, and national governmental policies and actions affecting natural environment and the conservation of natural resources, to advise the Board of Directors, and to carry out the policies of the Society. 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.

FIELD TRIP COMMITTEE

It shall be the duty of this committee to plan, organize and arrange for the proper conduct of field trips. Augusta-Aiken Audubon’s field trips are open at no charge to all chapter members and the public. Field trips conducted in collaboration with other groups and/or at parks or similar venues, may require a fee. Fees will be announced in the Augusta-Aiken Audubon Society newsletter and on the Society website.

SOCIAL (OR HOSPITALITY) COMMITTEE

It shall be the duty of this committee to plan and conduct such social gatherings of the members, or to provide the social aspects of regular meetings such as refreshments, as may seem desirable to the Board of Directors.

PUBLICITY COMMITTEE

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

EDUCATION COMMITTEE

It shall be the duty of this committee to further the Educational Services of the National Society and to inform and educate the public about the natural environment. A major emphasis of the Committee will be to promote environmental education in the public and private schools in the CSRA.

PUBLICATIONS COMMITTEE

It shall be the duty of the committee to publish a bulletin or newsletter for the members of the local Society and to prepare any other publications helpful to the ongoing programs of the local Chapter.

FINANCE COMMITTEE

It shall be the duty of this committee to plan the annual budget of the Society, assist the Treasurer in the preparation of financial reports, and to make recommendations and carry out plans for obtaining financial support for the Society.

ELECTRONIC COMMUNICATIONS COMMITTEE

It shall be the duty of this committee to communicate with Augusta-Aiken Audubon Society members and the general public via email, the internet and all appropriate electronic communication options available. This committee will also be charged with creating, maintaining and updating a website for the Augusta-Aiken Audubon Society.

ARTICLE VIII: COMMITMENTS

The relationship between the Chapter (Society) and the National Audubon Society shall be governed by the Chapter Policy of the National Audubon Society.

Neither the Augsta-Aiken Society Audubon Society or the National Audubon Society shall enter into any commitment binding on the other without written authorization to do so.

ARTICLE IX: DISCONTINUANCE

The Augsta-Aiken Audubon Society by vote of its Board may revoke its charter and cease to be a Chapter of the National Audubon Sopciety by providing sixty (60) days written notice of such decision to its State Director or the Chapter Services Office.

ARTICLE X: PARLIAMENTARY AUTHORITY

In matters not covered by these By-Laws, Roberts Rules of Order shall provide guidelines.

ARTICLE XI: FISCAL YEAR

The term “year” when used in these By-Laws refers to the Chapter Fiscal Year, July 1 to June 30.

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