Bylaws of the Virginia Audubon Council

Constitution of the Virginia Audubon Council

ARTICLE I. NAME

This organization shall be known as the Virginia Audubon Council.

ARTICLE II. PURPOSE

The Virginia Audubon Council shall exist as a vehicle for the expression of the “Audubon Cause” on environmental issues and legislation and for the furtherance of chapter development and inter-chapter coordination within the Commonwealth of Virginia. The purpose of the Council shall be to engage in any such educational, scientific and investigative. literary, historical, philanthropic, and charitable pursuit as may be part of the stated purposes of the National Audubon Society.

The Council shall

1. promote, foster, and encourage the conservation and preservation of all wildlife, plants, soil, water, air, and other natural resources for the benefit of society;

2. promote the preservation, protection, and wise use of all our natural resources, and through education arouse public recognition of the value of and the need for protection of all these natural resources;

3. foster the preservation of an adequate diversity and abundance of native animals and plants, so that no species may become threatened with extinction;

4. combine the efforts of National Audubon Society chapters and the National Audubon Society to assure greater efficiency and cooperation in the planning and development of conservation programs;

5. prepare, compile, select, distribute and disseminate information of all kinds which may be useful for furthering the purposes of the Council.

The Council shall have the power to acquire, by purchase, lease, or other means, real property necessary or convenient for its purposes; to construct, improve, or maintain buildings thereon; and to receive, hold, invest, and disburse gifts, bequests, and other funds in the furtherance of the purposes of the Council. The legal status of the Council shall be as a 501(c)(3) organization under the Internal Revenue Code.

Bylaws of the Virginia Audubon Council

ARTICLE I. COUNCIL MEMBERSHIP

Section 1. The Virginia Audubon Council shall be composed of Representatives, certified under Article I, Section 5 of these Bylaws, from each of the chapters of the National Audubon Society located in whole or in part in Virginia. The Representatives shall consist of one voting delegate and various other nonvoting delegates, the number and identities of the nonvoting delegates from each chapter to be determined by that chapter.

Section 2. The Council shall include the immediate past president of the Council and the representative of the National Audubon Society regional office serving Virginia. The past president and regional office representative shall have ex officio status with no vote.

Section 3. Each chapter shall select Representatives to the Council in a manner consistent with its policies and procedures. Each chapter shall have one vote on the Council regardless of the size of its chapter membership.

Section 4. Each voting chapter delegate shall be assumed to represent at the Council the position of the chapter which the delegate represents, and shall be the contact person for the Council at that chapter.

Section 5. The president and two other officers of each chapter shall certify the names of chapter Representatives to the Council in writing, and their appointments shall become effective upon the date of receipt of this certification by the President of the Council. Should any chapter lose its chapter status with the National Audubon Society, its membership in the Council shall be terminated along with that of its voting chapter delegate.

Section 6. The terms of all Representatives from each chapter shall coincide with the fiscal year of that chapter. Should a vacancy occur in the Council, the vacancy shall be filled in the same manner and with the same certification procedures as those required of the vacating Representative.

ARTICLE II. ORGANIZATION OF THE COUNCIL

Section 1. The Council shall be governed by officers elected by the voting chapter delegates. The officers of the Council shall consist of a President, First Vice-President, Second Vice-President, Secretary, and Treasurer. All Representatives are eligible for election to any office. Officers shall be elected by the Council by a majority vote of voting chapter delegates at each Annual Meeting of the Council, and shall assume office at the close of that meeting.

Section 2. All officers shall serve for a term of one year. or until their successors are elected, and all shall have the right to vote. No more than one officer may be elected from any chapter during a given year. No person shall serve more than three full successive terms in the same office.

Section 3. If the President is unable to serve a full term, the First Vice-President shall assume that office, and the Second Vice-President shall assume the office of the First Vice-President if that office becomes vacant The Council shall fill the vacancy of any other office by a majority vote at the next Council meeting. Until such time as the Council can act on a vacancy, the President may appoint another Representative to serve in this capacity.

Section 4. There shall be an Executive Committee, composed of all the Council officers, which shall have the power to act for the Council in the period between Council meetings, and otherwise conduct the affairs of the Council. The immediate past-president and the representative of the National Audubon Society regional office serving Virginia shall be an ex officio member of the Executive Committee with no vote.

ARTICLE III. DUTIES AND RESPONSIBILITIES OF OFFICERS

The duties of the officers shall be such as are usually performed by such officers, or such duties as may be assigned to them from time to time by the Council. Specific duties shall include the following Section L The President shall

(a) preside at all meetings of the Council and Executive Committee, and perform the duties which usually pertain to the office of President

(b) appoint, soon after assuming office, the chairpersons of any standing committees as provided in the bylaws, or any ad hoc committees;

(d) call regular meetings of the Council and Executive Committee;

(e) appoint a parliamentarian, if desired, from among the Representatives;

(f) act as principal liaison between the Council and the Convention of the National Audubon Society, and the Conferences and other meetings of the Mid-Atlantic Region of the National Audubon Society, and any other meetings to which the Council wishes to be a party; or to appoint an alternate delegate, with approval of the Council, with the same privileges;

(g) serve as the principal spokesperson of the Council, with the signature of the President required on all correspondence relating to Council stands on issues, as properly authorized by the Council or the Executive Committee.

Section 2. The First Vice-President shall

(a) become President when the office of President becomes vacant;

(b) assume the duties of the President whenever the President is unable to act;

(c) coordinate the work of, and serve as ex officio member of, all standing and ad hoc committees, as directed by the President;

(d) assist the President in the execution of the duties of the President, and perform other duties as may be delegated by the President.

Section 3. The Second Vice-President shall

(a) become First Vice-President when the office of First Vice-President becomes vacant;

(b) serve as ex officio member of committees, as directed by the President;

Section 4. The Secretary shall

(a) record the minutes of the Council and Executive Committee, and send a copy promptly to each officer, voting chapter delegate, all chapter presidents, the immediate past-president, and the representative of the National Audubon Society regional office serving Virginia;

(b) be responsible for the safekeeping of all records of the Council;

(c) maintain a record of the names, addresses, and telephone numbers of all Representatives and Council committee chairpersons;

(d) maintain any correspondence pursuant to Council business, as directed by the Council.

Section 5. The Treasurer shall

(a) have responsibility for the funds of the Council, keeping an accurate record of receipts and expenditures, disbursing funds as authorized by the Council, and preparing and submitting an annual budget for Council approval;

(b) receive monies from all sources on behalf of the Council;

(d) prepare the Council books for audit, as directed by the Council;

(e) prepare a written annual financial report and present it at the Annual Meeting, and provide a copy to each voting chapter delegate and chapter president, and to the ex officio members.

ARTICLE IV. MEETINGS

Section 1. The Council shall meet at least four times a year in one- or two-day sessions, with one meeting to be held during each calendar quarter. The dates of meetings shall be set by a majority vote of the Council. The agenda, location, and notice of each Council meeting shall be the responsibility of the Executive Committee. Meetings of the Council shall be open to all members of the National Audubon Society, and other interested parties if invited by the Council.

Section 2. Meetings of the Executive Committee or special meetings of the Council may be called by the President or by the First Vice-President on behalf of the President Such meetings must be called by the President if requested to do so by at least two-thirds of the voting chapter delegates. Each officer, voting chapter delegate, ex officio member, and chapter president shall be given at least fourteen days’ prior notice, either orally or by mail, of an Executive Committee meeting and its purpose. Each officer, voting chapter delegate, ex officio member, and chapter president shall be given at least thirty days’ prior notice, either orally or by mail, of a special meeting of the Council and its purpose.

Section 3. When there is a need for immediate action by the Executive Committee or the Council, the President or his designee may poll the Representatives individually or collectively. The President shall report the results of each poll at the next Council meeting.

Section 4. The Annual Meeting of the Council shall be held during the last quarter of each year. at a time and place to be determined no later than the scheduled third-quarter meeting of the Council.

(a) At this meeting the President shall report on all the activities of the Council and the Executive Committee for the preceding year.

(b) The Treasurer shall submit the financial report.

Section 5. The location and time of Council meetings shall be determined by the Council, or by voting chapter delegates petitioning for a special Council meeting, and all officers and voting chapter delegates shall be given at least fourteen days’ notice of each regular Council meeting and its agenda.

ARTICLE V. QUORUM

Section l. A quorum at any meeting of the Council shall be a majority of the officers and voting chapter delegates.

ARTICLE VI. EMPLOYEES

Section 1. The Council may engage such employees or contract for such services as it deems necessary.

ARTICLE VII. COMMITTEES

Section 1. There shall be an Executive Committee, whose duties are described in Article II, Section 4 of these Bylaws.

Section 2. A Nominating Committee of no fewer than three nor more than five Representatives shall be appointed by the President, and approved by the Council at the third quarterly meeting of the Council. The Nominating Committee shall elect one of its members as chair, and shall submit in writing a slate of officers at the meeting immediately prior to the Annual Meeting. Nominations may also be made from the floor at the Annual Meeting with the prior written consent of the nominees. All nominees must be Representatives certified under Article I, Section 5 of these Bylaws.

Section 3. Ad hoc committees may be appointed by the President as needed and with the approval of the Council.

ARTICLE VIII. DUES AND FINANCES

Section 1. Contributions or subscriptions of unlimited amounts may be accepted from individuals, corporations, and private organizations interested in the purposes of the Council and desiring to support its objectives. The President, with Council or Executive Committee approval, may make proposals to private foundations or public agencies for grant or contract funds to accomplish specific objectives within the purposes of the Council.

Section 2. The financial records of the Council shall be audited as directed by the Council by an accounting committee or certified public accountant as determined by the Council.

Section 3. The fiscal year of the Council shall be January 1 through December 31.

ARTICLE IX. MISCELLANEOUS

Section 1. The primary role of the Council shall be the furtherance of the purposes set out in its

Constitution, and the Council shall not attempt to control or manage the activities of chapters or the National Audubon Society.

Section 2. Any chapter, certified under Article I, Section 5 of these Bylaws, affiliating with the Council shall be deemed to have accepted these Bylaws, and shall be bound by them as if it had been a member at the time of the adoption of the Bylaws.

Section 3. If any voting chapter delegate absents himself or herself from two consecutive regular Council meetings, the president of the delegate’s chapter shall be notified in writing by the Secretary.

Section 4. Robert’s Rules of Order Newly Revised shall govern all Council deliberations.

Section 5. These Bylaws shall take effect on 4 April 1992.

ARTICLE X. NONPROFIT ORGANIZATION

Section 1. The Council shall be formed and operated as a nonprofit organization for the purposes designated in the Council’s Articles of Incorporation, and other purposes consistent with those stated in the Council’s Constitution and Articles of Incorporation. All income received shall be applied only to these nonprofit purposes, and no part of the income shall go to the benefit of any officer, Representative, or chapter.

ARTICLE XI. COMMITMENTS

Section 1. The Council or its officers may not enter into any commitments binding on the National Audubon Society without authorization from the latter.

Section 2. The Council or its officers may not enter into any commitments binding on chapters without a resolution from the Board of Directors of each chapter.

ARTICLE XII. AMENDMENTS

Section 1. Any amendments to these Bylaws may be adopted by a two-thirds vote of the voting chapter delegates, provided written notice of the proposed amendment and date of such meeting are given the voting chapter delegates, ex officio members, and chapter presidents at least thirty days prior to a Council vote on the proposed amendment.

ARTICLE XIII. DISSOLUTION

Section 1. Upon dissolution of the Council, or abandonment, the assets of the Council remaining after payment of or provision for all debts and liabilities shall be returned to chapters prorated in accordance with their financial contribution during the most recent 12-month period immediately preceding dissolution or abandonment, provided that the chapters at that time are exempt from taxation under Section 501 (c)(3) of the Internal Revenue Code.

Section 2. In the absence of any chapter exempt under Section 501 (c)(3) of the Internal Revenue Code, the remaining assets after payment of or provision for all debts and liabilities shall be donated to the National Audubon Society or, if it is unwilling or unable to accept such donation, to any corporation, association, or foundation having similar purposes and objectives as the Council, and exempt from taxation under Section 50l(c)(3) of the Internal Revenue Code.

4 April 1992