BYLAWS OF THE DULUTH AUDUBON SOCIETY
(as amended by Board action October 24, 2018)
PREAMBLE
The Duluth Audubon Society, a chapter of the National Audubon Society and a non-profit organization with all the legal rights and responsibilities of a 501(c)3, is committed to the following mission, “To promote education, conservation, and to preserve, enhance, and showcase the ecological diversity of the greater Duluth area.” To achieve this mission, we herewith adopt these bylaws.
ARTICLE ONE
MEMBERS AND MEETINGS
Section 1. Members defined. All individuals who are members of the National Audubon Society (NAS), as assigned to the Duluth area, will also be members of the Duluth Audubon Society (DAS) chapter. Chapter membership alone can also be obtained by joining the DAS directly, without obtaining a NAS membership. Chapter membership constitutes any person(s) who have applied for and paid current annual dues. The above shall be members of this Organization.
Section 2. Membership Voting Privileges. Each individual/household membership shall be entitled to one vote on each matter submitted for a vote of the members upon the completion of an official DAS membership form.
Section 3. Annual Meetings. Annual meetings of the members of the DAS shall be held in May as designated by the Board of Directors. They shall be held in a place in St. Louis County, Minnesota, as designated by the Board of Directors in the official notice of the Annual Meeting.
Section 4. Monthly Meetings. There shall be at least six open meetings of the members of the DAS to be held at such a place as the Board of Directors designate on the 2nd Thursday of each month, unless otherwise noted.
Section 5. Special Meetings. Special meetings of the members of the DAS shall be held upon call of the Board of Directors or in the manner provided by law and shall be held at the location chosen by the DAS. No business shall be considered at a special meeting except that mentioned in the meeting notice.
Section 6. Notice. Notice of the time and place of each meeting shall be given to each member of the DAS by email not less than five days before the meeting. The failure of any member to receive any such notice shall not invalidate any action that may be taken by the members at such regular or special meeting.
Section 7. Membership Voting Quorum. A quorum shall be defined as 10% of the current voting membership.
ARTICLE TWO
BOARD OF DIRECTORS
Section 1. Powers and Election. The government of the DAS and the management of its affairs and property shall-be vested in a Board of Directors consisting of:
• At least five and not more than nine members.
• Four stated officers, President, Vice President, Secretary, and Treasurer, as elected annually.
• The remaining members of the Board of Directors shall be elected at the annual meeting of the DAS out of the general membership of the Organization.
One or more of the members of the Board of Directors may be elected for one year when necessary to complete the term of a vacated board position. The individual members of the Board of Directors shall serve a term of three years or until their successors are elected and qualified. Any vacancy in the Board of Directors may be filled by the remaining Directors. Any person thus elected a Director shall hold office until the successor shall be elected by the members of the DAS at the next annual meeting. No person shall be elected or serve as a Director of the DAS for more than three consecutive 3-year terms, and any person who has served three consecutive terms may again be elected or serve as a Director after the lapse of one year.
Section X. Board Membership. To participate on the Board of Directors an individual must be a member as defined in Article One in order to participate on the board.
Section 2. Board Meetings. At least four regular meetings of the Board of Directors shall be held on agreed-upon dates each year. These meetings shall be held at the location chosen by the DAS as the Board of Directors may designate. All board meetings are open to the membership. The time and place of regular board meetings shall be published in the Duluth Audubon Society program announcement email.
Section 3. Action without a Board Meeting. Decisions of the Board of Directors may be made without a meeting if consent in writing, stating the action to be taken, is agreed upon by all Directors and transmitted electronically and filed within the minutes. Action may be taken via email or conference call with quorum intact.
Section 4. Special Meetings. Special meetings of the Board of Directors may be held at any time and at any place upon call of the President or a simple majority of the members of the Board of Directors.
Section 5. Board Meeting Quorum. A simple majority of the Directors shall constitute a quorum. If less than the majority of the Directors is present at a meeting, the meeting will be adjourned without further notice.
Section 6. Notice. Notice of all meetings of the Board of Directors shall be given by the Secretary or President to each Director no less than five days prior to the date of the meeting. At any special meeting, only such business shall be transacted as was specified in the notice thereof.
Section 7. Removal. The Board of Directors shall have the power to remove any board member for cause by a two-thirds majority vote by the full board. Voting must take place in person and shall be done by secret ballot. Cause shall be defined by failure of any Director to attend three fourths of the meetings of the Board of Directors during a year. If the Board of Directors votes to remove a board member for cause or adopts a resolution accepting any such resignation for absenteeism, the Secretary shall promptly notify such Director of that action.
ARTICLE THREE
OFFICERS
Section 1. Defined. The officers of the DAS shall be a president, a vice president, a secretary, and a treasurer. In case of special circumstances, as defined in Article Six, only the president and treasurer offices must be filled.
Section 2. Election. All officers of the DAS shall be elected at the annual meeting of the membership and shall hold office for three years. An officer must hold office until their successor is elected. Upon removal of an officer, the Board shall appoint to the position any other member of the DAS and that person shall be appointed until the end of the term of the officer who was removed or until the next annual meeting of the membership.
Section 3. Joint Office. No two offices may be held by the same person.
Section 4. Powers. The powers and duties of each of the Organizational officers shall be those usually associated with that office and such particular powers or duties as the Board of Directors may from time to time assign, specifically:
(a.) The President
a. Shall give notice of and preside at all meetings of the DAS and of the Board of Directors.
b. Shall be the executive officer of the DAS empowered to manage its affairs under the Board of Directors.
c. Shall have the authority to employ such clerical aid as may be deemed necessary by the Board of Directors.
d. Shall be the main contact with National Audubon for filing reports and other work as deemed appropriate.
(b.) The Vice President
a. Shall perform the duties of the President when the latter is unable to act.
b. In case of absences of the Vice President, the president may appoint other Directors to perform the President’s duties.
(c.) The Secretary
a. Shall keep the minutes of all meetings of the DAS and of the Board of Directors and disseminate them within five days prior to the next board meeting.
b. May give notice of all meetings.
(d.) The Treasurer
a. Shall have the custody of the dues of the members and of the subscriptions and donations of all money the DAS is accountable for to the Minnesota Attorney General and the U.S. Internal Revenue Service as a 501©3 organization and as designated by law.
b. Shall keep an account of the same and shall make a report thereof at each meeting and whenever required by the Board of Directors.
c. Shall deposit any funds in a bank selected by the Board of Directors. Those funds include the aforementioned memberships, monies for a specific purpose or goal, or a donor contributes monies for a specific purpose or goal, those funds and any interest or dividends they accrue shall remain dedicated to that specific purpose or goal and accounted for in the Treasurer’s reports until the funds are exhausted.
ARTICLE FOUR
COMMITTEES
Section 1. General Provisions. The President, with the approval of the Board of Directors, shall nominate chairpersons for the following standing committees: Conservation and Research, Field Trips and Education, and Membership. The chair of each committee shall be a member of the DAS and shall be appointed by the President with the approval of the Board. However, if the Board of Directors decides that any one or more of such committees or chair positions is not necessary for the time being, such committees shall not be activated. Additional standing or temporary committees shall likewise be appointed when deemed desirable by the Board of Directors. The President shall be an ex-officio member of all standing committees. Committees may be composed of members or non-members. All standing committees shall submit a report of activity at each monthly Board meeting as needed.
Section 2. Conservation and Research Committee. The Conservation and Research Committee shall consist of a least two members. The committee shall keep in touch with current conservation and research developments and issues and to advise the DAS when adoption of resolutions or other forms of action are desirable. The committee shall promote and oversee projects that will further our knowledge of and support the preservation of the environment and natural habitat in the greater Duluth area. This committee shall function to develop, evaluate, and then support such research projects.
Section 3. Field Trips and Education Committee. The Field Trips and Education Committee shall consist of at least two members. A member of the committee shall schedule and provide supervision for a series of field trips during each year. The committee shall provide educational opportunities and services to promote public awareness and conservation needs of the birds and natural history of the greater Duluth area.
Section 4. Membership Committee. The Membership Committee shall consist of at least two members. The committee shall be responsible for the development of a membership program and soliciting and developing the membership of the DAS.
Section 5. Additional Volunteer Positions. In addition, there shall be the following individual chairs, all of whom shall be appointed by the President with the approval of the Board of Directors:
(a.) A Historian, who shall keep a scrapbook of all news stories and other items of interest concerning the DAS.
(b.) A Public Relations Chair, who shall be responsible for all publications or newsletters as defined by the President. The chair shall prepare news releases concerning activities of the DAS and send them to various publicity media. The chair shall also send acknowledgments of thanks to program presenters.
(c.) Such other and additional Standing or Temporary Chairs may be appointed from time to time when deemed desirable by the Board of Directors.
ARTICLE FIVE
NOMINATIONS AND ELECTIONS
Section 1. Nominating Committee. On or before the date of the regular March meeting of each year, the President shall appoint a Nominating Committee composed of at least three voting members.
Section 2. Election. At the May membership meeting the Nominating Committee shall present a list of nominees, one for each of any vacant officer position and one or more for any vacant directorships at large. Committees and members may submit names to the Nominating Committee for consideration. Additional nominations may be presented from the floor, after which a slate of nominees for officers and directorship shall be presented to the membership. An election by the members will decide the new officers and Board of Directors.
ARTICLE SIX
SPECIAL CIRCUMSTANCES
Section 1. Definition. Special circumstances are defined as operating the Board of Directors with less than the required number of Directors, as defined by the most current bylaws Article Two, Section 1: Powers and Elections.
Section 2. Voting Procedures. Quorum will be defined as at least two board members present. At least one of these board members present at a meeting under special circumstances must be President or Vice President. The presence of Vice President or President will be such to facilitate voting, etc. No financial transactions may be acted upon at this meeting, except for basic operational costs, including but not limited to Minnesota Environmental Partnership membership, insurance, mail box fees, and website maintenance. At a meeting under special circumstances, no voting shall take place considering Article Two, Section 7: Removal of Board Members.
ARTICLE SEVEN
FISCAL POLICIES
Section 1. Fiscal Year. The fiscal year of the DAS shall begin on the first day of July in each year.
Section 2. Installation of Officers. All newly elected officers, Directors, and committee chairs shall take office on the first day of July in each year.
Section 3. Checks. All expenditures of $50 or more for non-budgeted items (defined as expenditures or disbursements for items, programs, contractors or other expenses not covered in previously submitted and approved budgets) by any committee shall be authorized by a majority vote by the Board of Directors.
Section 4. Contracts. All legal contracts and contractor duties and responsibilities shall be approved by the Board of Directors of the DAS and co-signed President and one other Director.
Section 5. Audits. An Auditing Committee shall oversee the audit process and must be appointed annually by the President. The Auditing Committee shall consist of two members with advisory participation by the Treasurer. The committee shall audit all accounts annually in July. The committee shall submit a report to the members in the September program announcement.
ARTICLE EIGHT
AMENDMENT OF THE BYLAWS
Section 1. Amendment Procedure. The Board of Directors of the DAS may, by a two-thirds (2/3) vote of board members, amend the bylaws of the DAS at any meeting of the Board upon notice of meeting and of the proposed amendment.
Section 2. Reconsideration of Amendments. Members of the Organization, by a quorum vote of members present at a regular or special meeting, may reverse an amendment previously approved by the Board of Directors of the Organization. Amendments can only be reconsidered by the members if such reconsideration is published by Duluth Audubon Society communication.
Section 3. Bylaws Updates. A mandatory update of the bylaws must occur at least once every seven years from the most current edition of the bylaws.