Constitution and By-Laws of the Litchfield Hills Audubon Society

Litchfield Hills Audubon Society

P.O. Box 861

Litchfield, Connecticut 06759

CONSTITUTION

ARTICLE I – Name

 

This Organization shall be known as the Litchfield Hills Audubon Society, Inc. (Hereafter referred to as LHAS)

ARTICLE II – Purpose

 

Section 1. The mission of the LHAS is to protect birds, other wildlife, and their habitats, through conservation, education, research, and advocacy.

 

Section 2. LHAS is not organized, nor shall it be operated, for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits, or dividends to the members thereof, or to any private shareholder or individual. The property, assets, profits, and net income of LHAS are irrevocably dedicated to charitable purposes and no part of the property, assets, profits, or net income of LHAS shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private shareholder or individual. Upon the dissolution, or upon abandonment, the assets of LHAS remaining after payment of or provision for all debts and liabilities of LHAS, shall be donated to the National Audubon Society, Inc. or its successor, or if unwilling or unable to accept said donation, to such corporation or corporations, association or associations, fund or funds, or foundation or foundations having similar objectives as LHAS, as the Board of Directors of LHAS may designate, subject to the order of a Court as provided by law; provided that none of such assets shall be donated to any organization other than one organized and operated exclusively for charitable purposes as presently set forth in Section501 (c) (3) of the Internal Revenue Code.

BY-LAWS (amended)

ARTICLE I – Membership

 

Section 1. Any person interested in the purposes of LHAS is eligible for membership. The Board of Directors may also elect Honorary members of the LHAS.

 

Section 2. Classes of membership shall be those established by LHAS.

 

Section 3-A: Annual dues of membership for members of the National Audubon Society shall be those established by the National Audubon Society and shall be payable directly to the National Audubon Society.

 

Section 3-B: Annual membership dues for LHAS-only members shall be those established by LHAS and shall be payable to LHAS.

 

Section 4. All classes of members can take advantage of the rights and privileges pertaining to the members of LHAS or National Audubon Society (if they are a member of National).

 

Section 5. Should renewal of annual LHAS-only membership dues not be paid within six months of the date due, a member so in default shall forthwith be dropped from the rolls. 

ARTICLE II – Meetings


Section 1. Regular meetings of LHAS shall be held on the first Monday of each month. If the first Monday is a national holiday, it will be held on the second Monday or as determined by the Board of Directors.

 

Section 2. The Annual Meeting of LHAS shall be held on the first Monday in June of each year or as may be determined by the Board of Directors.

 

Section 3. Special meetings of the members may be called by the President, or pursuant to resolution of the Board. Ten days notice of such special meetings, stating the object thereof, shall be given to each member at his or hers last known post office address or email address. The members present shall constitute a quorum.

ARTICLE III – Board of Directors

 

Section 1. The control and conduct of the property and business of LHAS and the determination of its policies shall be vested in a Board of Directors (BOD) consisting of nine Directors plus the elected officers of the Society named in Article IV, Section 1 below. All actions of the BOD shall be reported at the next regular meeting of members. The membership may, at any time, veto any action of the BOD by garnering a 2/3-majority vote of the membership present.

 

Section 2. Directors and officers must be members in good standing. They shall be elected by majority vote of members present at the annual members’ meeting in June of each year. The terms of service of each Director shall be three years, with three Directors being chosen each year. Vacancies occurring during the year may be temporarily filled by the Board until the next annual members’ meeting. Chairs of committees shall also be given notice of Directors’ meetings and may attend and take part in the deliberations but will have no voting privileges.

 

Section 3. No one individual shall serve for more than two consecutive three-year terms. 

 

Section 4. The BOD shall hold regular meetings on alternate months starting in May on the third Tuesday of the month or as otherwise announced.

 

Section 5. Seven members of the Board shall constitute a quorum for the transaction of business at any Directors’ meeting.

 

Section 6. The President or Co-president may appoint, with the approval of the Board, an At-Large Director. This appointee’s term will be for one year, to coincide with the term of the President. The term may be extended for an additional term upon agreement of the President, the appointee and the Board. This position shall be non-voting. This position will be used for special projects.

ARTICLE IV – Officers

Section 1. The elected officers of LHAS shall be a President or Co-Presidents, a Vice President, a Recording Secretary, a Corresponding Secretary, and a Treasurer. They shall be chosen at the annual meeting of members by majority vote, must themselves be members and shall hold office for one year or until their successors are elected.

 

In case of a vacancy occurring among the officers before the end of the year, that place shall be filled for the expiration of the term by the Board. 

 

Section 2. The President or a Co-President shall preside at all annual, regular, BOD, and special meetings of LHAS and shall direct and administer the affairs of LHAS as its executive head and shall supervise all phases of its work subject to instructions of the Board. The President or a Co-President shall annually appoint all committee chairpersons and be a member ex-officio thereof, except the Nominating and Auditing Committees, which shall be appointed by the Board of Directors. The President or a Co-President shall be a delegate to the national conference of the National Audubon Society when financially possible. The President or Co-Presidents may serve only four consecutive one-year terms or until a successor is found. The President or Co-President shall create and submit an annual report to the National Audubon Society to maintain LHAS’ status as a chapter thereof.

 

Section 3. The Vice President shall assist the President or Co-Presidents in carrying out the latter’s duties and shall accept this office with the intention of assuming the Presidency if nominated. The Vice President shall assume the duties of the President/Co-President in the President’s or Co-President’s absence. The Vice President may serve four consecutive one-year terms. The Vice President shall be designated by the President to be Chair of one of the standing committees and a member of the Budget Committee.

 

Section 4. The Recording Secretary shall keep a record of all the proceedings of LHAS. This person or the President or Co-President shall read the minutes of the preceding meeting at each regular meeting of LHAS and at meetings of the BOD.

 

Section 5. The Corresponding Secretary shall be responsible for correspondence of LHAS and perform such other duties as the Board may direct. 

 

Section 6. The Treasurer shall be bonded and have custody of LHAS’ funds and securities. The Treasurer shall deposit all money in the name and to the credit of LHAS in such depositories as may be designated by the Board of Directors and into specific bank accounts. The Treasurer shall disburse the funds of LHAS as may be ordered by the Board, taking proper vouchers thereof, and shall render to the President or Co-President at regular board meetings or whenever the Board may require it, accounts of all transactions and/or an account of the financial condition of LHAS. The Treasurer shall submit a report of the financial condition of LHAS at the Annual Meeting. The Treasurer shall give a brief report at monthly meetings of the members. The Treasurer shall be a member of the Finance Committee and may serve as its Chair. The fiscal year of LHAS runs from May 1st to April 30th of each year.

 

Section 7. The Treasurer or the President or Co-President shall sign all drafts and checks of LHAS. No expenditures shall be made without the approval of the President or Co-President or the Board of Directors. All income and expenditures shall be allocated to the proper fund of LHAS. As a guide to keeping expenditures in conformity with receipts, the Board of Directors shall, prior to the regular April meeting, establish a budget, allocating funds to each of the major divisions of LHAS in rough accord with precedent and with expected receipts. Following approval of the budget by the Board, no administrator of the funds so allocated shall spend more than the budgetary allowance without receiving special approval of the Board.

ARTICLE V – Standing Committees

The President or Co-President shall appoint annually the chairs of the following standing committees, who may or may not select other committee members: Education, Conservation, Field Trips, Finance, Fund Raising, Hospitality, Membership, Newsletter, Programs, Publicity, and Sanctuaries. The President or Co-President will make a job description for each committee available to each chair.

ARTICLE VI – Auditing Committee

There shall be a special Auditing Committee elected annually by the Board. This committee shall consist of two members, preferably not members of the Board. Auditing by an outside agency will be left to the discretion of the Board. If the Board decides to have an outside agency do the audit, then the function of the special auditing committee will be to report at the annual members’ meeting on the scope and character of the audit. In the absence of provision for audit by certified accountants, the function of the Auditing Committee will be to report to the annual members’ meeting upon the scope, character and accuracy of the Treasurer’s financial report. Approval of the Auditors’ report by the meeting shall constitute approval of the Treasurer’s report.

ARTICLE VII – Nominating Committee

 

Section 1. The BOD shall annually elect, prior to April first, a Nominating Committee to consist of three members: a former officer or Board member and two other members in good standing. The names of the members of such committee shall then be made known to the members of LHAS at the regular April meeting so that suggestions for nominations for Directors and officers may be submitted to the committee by any member of the LHAS. The Nominating Committee’s report shall be presented at the regular May meeting.

 

Section 2. This committee shall nominate candidates for membership on the BOD to succeed those whose terms of office will next expire. The list of candidates will be part of its report at the May meeting.

 

Section 3. This committee shall nominate candidates for officers of LHAS, all of whom must stand for election yearly. The list of candidates for officers shall be part of the committee’s report at the May meeting.

 

Section 4. In case any member of the Nominating Committee shall be unable to serve, prior to the compiling of the committee’s report, then the committee shall itself fill the vacancy thereby created.

 

Section 5. Nothing herein contained shall prevent nominations of members for the BOD or Officers from the floor during the meeting at which elections are to be held.

ARTICLE VIII – Budget Committee

 

The President or Co-President shall appoint a chair of the Budget Committee at the January Board meeting. This committee shall consist of the Treasurer, two members of the BOD, and two other members of LHAS. This committee shall prepare a budget to be voted on at the March Board meeting, allocating funds to the major committees of LHAS based on reasonably expected receipts and under the specific restrictions of the special funds of LHAS. It will be the responsibility of the Budget Committee to take all necessary steps to protect the tax-exempt status of the Litchfield Hills Audubon Society, Inc.

ARTICLE IX

 

​The President may appoint any other committee chairperson, with Board approval, which seems desirable to conduct the affairs of the Society.

ARTICLE X – Commitments

 

LHAS shall not enter into any commitments binding upon the National Audubon Society without written authorization by the National Audubon Society, nor shall the National Audubon Society, without written authorization by LHAS, enter into any commitments binding upon LHAS.

ARTICLE XI – Discontinuance

 

LHAS may terminate its status as a Chapter of the National Audubon Society, and the National Audubon Society may terminate the status of LHAS as a Chapter of the National Audubon Society, pursuant to procedures set forth in the 2001 Audubon Chapter Policy adopted by the National Audubon Society’s BOD on December 8, 2001.

ARTICLE XII – Compensation

 

​No individual affiliated with LHAS in any way, nor any other private individual shall receive any of the net earnings or pecuniary profit from the operations of LHAS. This shall not prevent the payment or the reasonable compensation to any person for services rendered for LHAS. Furthermore, no person or persons shall be entitled to share in the distribution of any of LHAS’ assets upon the dissolution of LHAS.

ARTICLE XIII

 

In matters not covered by the By-laws, Roberts Rules of Order shall govern.

ARTICLE XIV

 

The Constitution and By-laws may be amended by a two-thirds vote of the BOD at any regular Board meeting or at any special meeting of the Board. If a Board member is unable to attend, that member may mail or email the vote to the President or Co-President prior to the meeting. Such amendments will be sent to each member of the Board at his/her last known address at least fifteen days before said meeting.

This revision to the By-laws was approved by the Board at its September 16, 2025 meeting.