Columbia Audubon Society Bylaws

Adopted Date of Vote,      2021

Article I:  Name

This organization shall be known as the Columbia Audubon Society, Incorporated, hereinafter called Society.

Article II:  Purpose

Section 1. The purpose and objectives of this Society shall be to preserve the natural world and its ecosystems, focusing on birds, other wildlife, and the earth’s biological diversity, through education, environmental study, and habitat restoration and protection, including the use of Society funds to further the purpose and objectives in conformity with the provisions of Section 501(c)3 of the Internal Revenue Code.

Section 2. The Society is not for pecuniary gain or profit to the members thereof and is organized for nonprofit purposes.  No part of any of the net earnings thereof shall inure to the benefit of any member or other individual other than via an open, vetted scholarship award process.

Article III: Membership

Section 1. Any person interested in the purposes and objectives of this Society is eligible to apply for membership.

Section 2. Payment of National Audubon Society annual membership dues shall entitle individuals to a joint membership in the National Audubon Society and the Society, and to all privileges and services accorded members of both organizations.  National Audubon Society shall establish its dues policy.

Section 3. Payment of Society annual membership dues shall entitle individuals to a membership in the Society, and to all privileges and services accorded members of the Society, regardless of membership or non-membership in National Audubon Society.  The Society shall establish its dues policy.

Section 4. Any member of the Society shall have the right to hold office in the Society.

Section 5. To be eligible to vote on any issue or in any election an individual must be a member for one month prior to the vote.

Section 6.  Each eligible person with an individual or a student/senior membership shall have the right to cast one vote at any regular or special meeting of the general membership on any motion properly brought before the membership including:

  1. Election of officers.
  2. Acceptance of substantial gifts to the Society or the undertaking of major projects by the Society including, but not limited to, the purchase, sale, or donation of real properties.
  3. Amendments to the bylaws.

Section 7.  Any membership category other than student/senior and individual entitles two designated individuals to vote.

Section 8.  Membership dues shall be payable at the time of application and, yearly in September thereafter.

Section 9.  Should renewal of membership dues not be paid by November 30, a member so in default shall be dropped forthwith from the rolls and forfeit voting privileges.

Article IV:  Board of Directors

  1. General

Section 1.  The control and conduct of the business of the Society shall be vested in its Board of Directors (hereinafter called the Board).  Voting Board members shall consist of the officers of the society, i.e., President, Vice-President, Secretary and Treasurer; the immediate past president; no fewer than three (3) elected directors; and the chairs of Board Committees. Co-office holders (2 or more persons) shall be entitled/limited to a single vote representing the chair position.  It is expected that most directors shall serve on one of the Board Committees of the Society.

Section 2. An Executive Committee, consisting of the four officers and three elected directors may conduct urgent business for the Society when convening the entire Board of Directors is impractical.  A majority of four (4) affirmative votes of the executive committee is necessary for an action decision.  The Board must be advised of such action decisions prior to or at the next Board meeting.

Section 3. The elected directors shall be chosen by majority vote of the members present at the April meeting and shall take office June 1.  The elected directors shall serve three-year terms, said terms staggered so only one director is elected each year.

Section 4. Meetings of the Board shall be held at least once each quarter of the fiscal year at the call of the President.  A quorum of the Board shall be constituted of seven members, of which four must be elected Board members. Meetings and votes may be held in person, by teleconference or via e-mail.

Section 5. The Board must present matters involving substantial gifts, substantial expenditures, or the undertaking of major projects by the Society to the general membership of the Society for discussion, either at a regular meeting or at a special meeting called for the specific purpose to consider such gifts, expenditures or projects, prior to final acceptance, approval, rejection or disapproval by the Board.

  1. Officers

Section 1. The officers of the Society shall be President, Vice-President, Secretary, and Treasurer.  Each shall be elected to serve a two-year term at the April meeting and assume office June 1.  A vacancy in the position of any officer except President may be filled by quorum vote of the Board for the remainder of the term.  In case of vacancy in the office of President, the Vice-President shall assume the office until the next regular election. The immediate past president shall continue as a voting member of the board for two years.

Section 2. The President shall preside at all meetings of the Board and of the Society, shall administer the affairs of the Society, and supervise the work of the Society, subject to the instructions of the Board.  (S)he shall appoint the chairperson of all committees, subject to the approval of the Board, and shall be an ex-officio member of all but the Nominating and Auditing committees.

Section 3. The Vice-President shall assist the President, perform the duties of the President in her/his absence and is responsible for general meeting program activities.

Section 4. The Secretary shall keep a physical record of all the proceedings of the Society and the Board and perform such other duties pertinent to the office as the Board may direct.  At the first meeting of the Board in each new fiscal year, the Secretary shall make a copy of the Society bylaws available to each Board member.

Section 5. The Treasurer shall have custody of the Society’s funds and investments and shall disburse and/or invest such funds as directed by the Board.  The Treasurer shall make a financial report at Board meetings as requested, and shall prepare a fiscal year-end financial report for the Board.  The Treasurer and President shall be authorized, and any other elected Board member may be authorized, to sign checks or drafts.

Section 6. The President and Treasurer, with input from Board members, shall prepare an annual budget for presentation to and approval by the Board prior to the beginning of each fiscal year, which begins June 1.

  1. Board Committees

Section 1. Board Committees shall be limited to those specified in the bylaws of the Society.  The committee chairpersons named by the President and approved by the Board, may appoint committee members.  The chairperson of each Board committee shall enjoy full Board voting privileges. See exception in Article IV, A, section 1.

Section 2. Membership Committee.  The Membership Committee shall cooperate with the National Audubon Society in matters related to membership.  This committee may conduct membership campaigns and attempt to obtain the continuing membership of those who become delinquent in the payment of dues.

Section 3.  Communication Committee.  The Communications Committee shall:

  1. Secure news from members, and publish and distribute to members a newsletter publicizing the regular meetings and other activities of the Society;
  2. Maintain a website for the Society;
  3. Make suitable information available to the news media.

Section 4. Education Committee. The Education Committee’s responsibilities may include:

  1. Organizing nature material for schools and libraries;
  2. Developing Society-sponsored educational activities;
  3. Developing and providing Society-related materials for presentation and/or display at community events.
  4. Soliciting applications for Society-funded scholarships and vetting said applicants

Section 5. Conservation Committee. The Conservation Committee shall be responsible for identifying, studying, and evaluating environmental problems and opportunities.  The committee should establish local conservation priorities and be alert to Missouri conservation issues, the conservation action priorities of the National Audubon Society and of Missouri-based organizations such as the Conservation Federation of Missouri, Missouri Birding Society, and the Missouri Bird Conservation Initiative.  In Addition, the committee should bring these priorities to the attention of the Society and, where appropriate, represent the Society at hearings.

Section 6. Field Trip Committee.  The Field Trip Committee shall plan, organize and arrange for proper conduct of field trips open to members and friends.

Section 7. Nature Areas Committee.  The Nature Areas Committee shall, with the approval of the Board, and subject to limitations herein, be responsible for details concerning the maintenance and development of all real estate owned by the Society.

  1. Ad Hoc Committees

Section 1. Auditing Committee.  The President shall appoint annually two members, approved by the Board, to audit the accounts of the Society.

Section 2. Nominating Committee.  The President shall appoint annually, in January, a nominating committee of three members of the Society, of whom only one may be a member of the Board.  The President shall not serve in this position.  Names of these committee members shall be made known to the members of the Society at the first general meeting of the Society subsequent to their appointment.

The duties of the Nominating Committee shall be to construct a slate of candidates for officers every two years, and for one elected director each year.  Nominees may be suggested by any member of the Society.  The committee shall report its nominations for officers and elected director to the Board, no later than the March Board meeting.  The membership shall be notified of the slate of candidates at least fourteen days before the April election.

Section 3. Other committees.  The President may appoint any other committees as needed with approval of the Board of Directors.

Article V:  Meetings

Section 1. With such exception as the Board of Directors may determine, the Society shall hold regular meetings with date and time fixed by the Board.  Meetings may include video or audio conference calls.  Notice of meeting date, time, and place or electronic method shall be published in the Society newsletter or delivered by email or other electronic medium at least fourteen days before the meeting date.

Section 2. At the April meeting the membership shall be presented with a slate of candidates to fill position(s) for Board member or officer.  Nominations from the floor for any of these positions will be accepted if accompanied with evidence the nominee is willing to serve.

Section 3.  At the annual business meeting in May, the President and Treasurer shall report on the activities and financial condition of the Society.

Section 4. Special meetings of the Society membership may be called by the President or pursuant to a resolution of the Board. At least fourteen days’ notice of such meeting shall be given to each member in the Society newsletter or delivered by email or other electronic medium.

Section 5. Twenty eligible members shall constitute a quorum for all general membership meetings.

Article VI:  Indemnification

The Society shall indemnify any member of the Board of Directors, including Board Committee chairpersons, while in the conduct of Society business who was or is a party to any threatened, pending, or pleaded action, suit, or proceeding, as provided by Missouri Law.

Article VII:  Chapter and National Relationship

The relationship between the National Audubon Society and the Columbia Audubon Society shall be governed by the chapter policy of the National Audubon Society.

Article VIII:  Amendments

The Bylaws may be amended by a two-thirds vote of the membership present at a general membership meeting, provided notice of such proposed amendment or amendments be sent to each member of the Society at least fourteen days before said meeting or read at a general membership meeting at least fourteen days prior to the date of the general membership meeting when such proposed amendment or amendments are to be voted upon by the membership.

 Article IX:  Dissolution

Upon Dissolution of the Columbia Audubon Society, Inc., the assets of this Society remaining after payment of or provisions for all debts and liabilities of the Society shall be disposed of to such public institution; government entity; or corporation, association, fund, or foundation organized and operated exclusively for those purposes set forth in section 501©(3) of the internal revenue code which are consistent with the mission and or purpose of this Society, as the Board of Directors of this Society may designate.

Article X:  Parliamentary Authority

In procedural matters not covered by these bylaws, Robert’s Rules of Order shall govern.

Article XI.  Construction

The bylaws as set forth herein shall be construed under the laws of the state of Missouri.

Article XII:  Effective Date

These bylaws shall take effect June 1, 2021.