Article I—Name

Section I: The name of this organization shall be The Topeka Audubon Society, Inc., a non-profit organization, hereafter called the Society.

Section II: The Society is a branch of the National Audubon Society. The relationship between the Society and the National Society shall be governed by the National Chapter Policy.

Article II—Objectives

The objectives of the Society shall be:

a. To assist locally in carrying out the program of the National Audubon Society.

b. The improvement of public relations in regard to the conservation of our natural resources and the protection of wildlife.

Article III—Membership

Section I: The membership of this Society shall be open to all persons interested in the objectives stated above.

Section II: Types of memberships shall be in accordance with the schedule prescribed by the National Audubon Society. Types of memberships are National Membership and Chapter-Only Membership. National Membership includes membership in the local chapter.

Article IV—Dues

National Membership dues shall be in accordance with the schedule prescribed by the National Audubon Society. Chapter-Only dues will be fixed by a majority of the Board at any regular Board meeting.

Article V—The Governing Body

Section I: The governing body shall be an Advisory Board, hereafter called the Board, consisting of the President, Vice-President, Secretary, Treasurer, the retiring President, as honorary member for one succeeding year, and six Directors elected at regular annual meetings from the active membership of the Society. Candidates for all members of the Board shall be proposed by the nominating committee and/or nominated from the floor. Voting shall be by secret ballot if more than one candidate is nominated for a given office. A majority of those voting shall be required to elect all members of the Board.

Section II: The Board shall have the power to act on all matters pertaining to the Society, except as otherwise provided by this constitution. The Board is directed and empowered to consider, adopt, and put into effect practicable ways and means by which the Society may further the objectives for which it is founded, including the receipt and administration of gifts and properties.

Section III: The board shall not incur financial obligations beyond the actual content of the Treasury.

Section IV: The proceedings of the Board, including the financial transactions, shall be reported at each annual meeting of the Society.

Section V: Vacancies occurring on the Board between annual meetings shall be filled by appointment by the President, subject to approval by the Board, to serve for the balance of the unexpired term. Such appointments would not be construed as consecutive terms.

Article VI—Officers

Section I: The Officers of the Society shall consist of the following: President, Vice-President, Secretary, Treasurer, and such other officers as from time to time may be deemed desirable.

Section II: The Officers of the Society shall be elected for a term of one year, take office on July 1, and be invited to attend Board meetings in the interim between election and July 1.

Section III: The President and Vice-President shall not serve in the same capacity for more than two consecutive terms. The other officers may succeed themselves indefinitely.

Article VII—Duties of Officers

Section I: The President shall preside at all meetings, be empowered to call special meetings, appoint all committees except as provided, be an ex officio member of all committees, and perform such other duties as may properly come with the office. The President shall act as Chairman of the Board.

Section II: The Vice-President shall perform the duties of the President at times as the President is absent or is unable to perform such duties. The Vice President shall generally aid the President and the Board in looking after the business affairs of the Society, write checks in the absence of the Treasurer, serve as correspondent in matters concerning the National Audubon Society, coordinate efforts to recruit and retain members, keep complete membership records, help correlate activities between committees, make an annual report and provide administrative continuity from year to year.

Section III: The Secretary shall keep complete and accurate minutes of all meetings, issue notices of meetings, conduct correspondence as may be directed by the President, and act as Secretary of the Board.

Section IV: The Treasurer shall be custodian of all funds belonging to the Society, and shall submit a detailed record to the Board of Directors of all transactions occurring since the previous meeting date for Board approval. Any request for reimbursement must be supported by original receipts. Any reimbursement to the Treasurer must receive prior approval from the Board

Article VIII--Directors:

Section I: The Directors of the Society shall be six in number, three of whom shall be elected each year for a two-year term.

Section II: The Directors shall take office on July 1, and shall be invited to attend Board meetings in the interim between election and July 1.

Section III: The Directors shall not serve in the same capacity for more than two consecutive terms.

Section IV: The duties of the Directors shall be as outlined in Article V.

Article IX--Meetings:

Section I: The Society shall have an annual meeting for election of the Board and transaction of Society business. The meeting shall be held prior to April 15.

Section II: The Board shall meet at least six times during the year and six Board members shall constitute a quorum.

Section III: Membership and other special meetings may be authorized by the Board and called by the appropriate committee.

Article X—Funds

Section I: All funds of the Society shall be administered by the Board.

Section II: The Society may receive gifts and properties and other contributions for carrying out the purposes of the Society.

Section III: Upon dissolution of The Topeka Audubon Society, Inc., the assets will be distributed for an exempt purpose specified in Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, which the Board at the time of dissolution will determine.

Article XI—Committees

Section I: Standing committees and special committees shall be appointed by the President and confirmed by the Board.

Section II: Committee structure and duties are outlined in the By-Laws.

Article XII—Publications

Section I: All members of the Society shall receive a local publication containing news, announcements and other material directed toward the interest of the membership and the objectives of the Society.

Section II: Publication of local news shall be under the direction of an Editor.

Article XIII—By-Laws

Section I: The Society may adopt such By-Laws as may be deemed proper for its guidance by a two-thirds vote of all those present at any regular meeting.

Section II: Due notice of such proposed By-Laws shall be mailed by the Secretary prior to the next regular meeting.



Section III: By-Laws may be submitted by any member of the Society. They shall be submitted in writing to the Board which shall proceed as directed in Section II of this Article.

Article XIV—Amendments

Section I: Amendments to the Constitution of to the By-Laws may be adopted at any regular meeting of the Society by a two-thirds vote of all those present.

Section II: Due notice of such proposed amendments shall be mailed by the Secretary to each member at least seven days prior to the next regular meeting.

Section III: An Amendment to the Constitution or to the By-Laws may be submitted by any member of the Society. It shall be submitted in writing to the Board, which shall proceed in accord with Section II of this Article.

 

By-Law I—Reports

Section I: The Vice President’s annual report shall be presented at the annual dinner meeting.

Section II: The President’s annual report shall be presented at the annual dinner meeting. Committee reports may also be called for at this time.

By-Law II—Publications

Section I: The Society shall publish The Topeka Audubon News which is the official publication of the Society.

Section II: The Editor of The Topeka Audubon News shall be appointed by the President and confirmed by the Board.

By-Law III—Committees

Section I: The President shall appoint a Certified Public Accountant or an auditing committee consisting of two members of the Society who are not members of the Board to audit the treasury books annually. The report of the audit shall be confirmed by the Board and shall be presented to the membership at the annual dinner meeting.

Section II: The President shall appoint a nominating committee consisting of three members of the Society who are not members of the Board to nominate persons to serve as officers and to fill vacancies in the Board. The election shall be conducted at the annual dinner meeting and confirmed by the Board.

Section III: The President may appoint other committees as needed.

By-Law IV—Parliamentary Procedure

Robert’s Rules of Order shall govern matters of parliamentary procedure of the Society.



Date Last Amended: April 8, 2008.