Constitution & Bylaws

Constitution of the Topeka Audubon Society

Article 1—Name

Section 1:  The name of this organization shall be the Topeka Audubon Society, Inc., a non-profit organization, hereafter called the Society.

Section 2:  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 2—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.

         c.  To inspire people to appreciate birds and other wildlife and to encourage conservation of natural habitats.

Article 3—Membership

Section 1:  The membership of this Society shall be open to all persons interested in the objectives stated above.

Section 2:  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 4—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 5—The Governing Body

Section 1:  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, 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 no0minated for a given office.  A majority of those voting shall be required to elect all members of the Board.

Section 2:  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 3:   The board shall not incur financial obligations beyond the actual content of the Treasury.

Section 4:  A brief financial report shall be given at each annual meeting of the Society.

Section 5:  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 shall not be construed as consecutive terms.

Article 6—Officers

Section 1:  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 2:  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 3:  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 7—Duties of Officers

Section 1:  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, make an annual report to and serve as correspondent in matters concerning the National Audubon Society, and perform such other duties as may properly come with the office.  The President shall act as Chairman of the Board.

Section 2:  The Vice-President shall perform the duties of the President at such 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, writes checks in the absence of the Treasurer, serve as Chair of the Membership Committee, help correlate activities between committees, and provide administrative continuity from year to year.

Section 3:  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 4:  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.  The Treasurer shall serve on the Membership Committee.  The Treasurer shall submit an annual financial report to the National Audubon Society.

Article 8—Directors

Section 1:  The Directors of the Society shall be six in number, and it is preferred that three of whom shall be elected each year for a two-year term.

Section 2:  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 3:  The Directors shall not serve in the same capacity for more than two consecutive terms.

Section 4:  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 shall not be construed as consecutive terms.

Section 5:  The duties of the Directors shall be outlined in Article 5.

Article 9—Meetings

Section 1:  The Society shall have an annual meeting for election of the Board and Officers and transaction of Society business.  The meeting shall be held between March 1 and June 30.

Section 2:  The Board shall meet at six times during the year and six Board members shall constitute a quorum.

Section 3:  Special meetings may be authorized by the Board and called by the appropriate committee.

Article 10—Funds

Section 1:  All funds of the Society shall be administered by the Board.

Section 2:  The Society may receive gifts and properties and other contributions for carrying out the purposes of the Society.

Section 3:  Upon dissolution of the Topeka Audubon Society, In., 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 11—Committees

Section 1:  Standing committees and special committees shall be appointed by the President and confirmed by the Board.

Section 2:  Committee structure and duties are outlined in the Bylaws.

Article 12—Chapter Publications

Section 1:  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 2:  Publication of the chapter newsletter shall be under the direction of an Editor.

Article 13—Bylaws

Section 1:  The Society may adopt such Bylaws as may be deemed proper for its guidance by a two-thirds vote of all those present at any regular meeting.

Section 2:  Due notice of such proposed Bylaws shall be mailed, emailed, and/or published in the newsletter by the Secretary to each member at least seven days prior to the next regular meeting.

Section 3:  Bylaws 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 2 of this Article.

Article 14—Amendments

Section 1:  Amendments to the Constitution or to the Bylaws may be adopted at any regular meeting of the Society by a two-thirds vote of al those present.

Section 2:  Due notice of such proposed amendments shall be mailed, emailed, and/or published in the newsletter by the Secretary to each member at least seven days prior to the next regular meeting.

Section 3:  An Amendment to the Constitution or to the Bylaws 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 2 of this Article.

Bylaws of the Topeka Audubon Society, In.

Bylaw 1—Publications

Section 1:  The Society shall publish the Topeka Audubon Society Newsletter which is the official publication of the Society.

Section 2:  The Editor of the Topeka Audubon Society Newsletter shall be appointed by the President and confirmed by the Board.

Section 3:  Media contacts will be approved by the President of the Society.

Bylaw 2—Committees

Section 1:  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 at least once every three years.  The report of the audit shall be confirmed by the Board and shall be presented to the membership at the annual dinner meeting.

Section 2:  Members of the Society shall nominate persons to serve as officers and to fill vacancies on the board.  All nominees must be members of the Society.  The election shall be conducted at the annual dinner meeting and confirmed by the Board.

Section 3:  The President may appoint other committees as needed.

Bylaw 3—Parliamentary Procedure

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

Date Last Amended:  April 5, 2025.