Constitution and By-Laws of the Litchfield Hills Audubon Society
Litchfield Hills Audubon Society P.O. Box 861 Litchfield, Connecticut 06759
CONSTITUTION AND BY-LAWS OF THE LITCHFIELD HILLS AUDUBON SOCIETY, INC.
ARTICLE I — Name
This Organization shall be known as the Litchfield Hills Audubon Society, Inc. (Hereafter referred to as LHAS or the Society.)
ARTICLE II — Purpose
Section 1. The mission of the LHAS is to conserve and restore natural ecosystems, focusing on birds, other wildlife and their habitat, for the benefit of the community, through conservation, education and research.
Section 2. This Society 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 this Society are irrevocably dedicated to charitable purposes and no part of the property, assets, profits or net income of this Society 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 this Society remaining after payment of or provision for all debts and liabilities of this Society, shall be donated to 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 and purposes as this Society, as the Board of Directors of this Society 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.
ARTICLE I — Membership
Section 1. Any person interested in the purposes of the Society is eligible for membership. The Board of Directors may also elect Honorary members of the LHAS.
Section 2. Classes of membership shall be the same as those established by the National Audubon Society.
The BOD may also elect honorary members of LHAS.
Section 2-A. Any person may become an associate member of the LHAS.
Section 3. Annual dues of membership shall be those established by the National Audubon Society and shall be payable directly to the National Audubon Society.
Section 3-A. Associate membership dues shall be established by the LHAS Board of Directors.
Section 4. All classes of members can take advantage of the rights and privileges pertaining to the members of both this and the National Society. Associate members can take advantage of the rights and privileges of the local chapter only.
Section 5. Should renewal of annual dues not be paid within six months after the date due, a member so in default shall forthwith be dropped from the rolls.
ARTICLE II — Meetings
Section 1. Regular meetings of the Society 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 the Society 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 written notice of such special meetings, stating the object thereof, shall be given to each member at his last known post office 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 the Society 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. 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 3rd 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 Director’s meeting.
Section 6. The Corresponding Secretary shall call special meetings of the Board upon request of the President of the Board or by any three members of the Board.
Section 7. The 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 the Society shall be a President, a Vice-President, a Recording Secretary, a Corresponding Secretary, a Treasurer and such other officers as the members may elect. 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 shall preside at all annual, regular, BOD and special meetings of the Society and shall direct and administer the affairs of the Society as its executive head and shall supervise all phases of its work subject to instructions of the Board. The 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 shall be a delegate to the national conference of the National Audubon Society when financially possible. The President may serve only four consecutive one-year terms or until a successor is found.
Section 3. The Vice-President shall assist the President 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 in the 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 the Society. This person shall read the minutes of the preceding meeting at each regular meeting of the Society.
Section 5. The Corresponding Secretary shall be responsible for correspondence of the Society and perform such other duties as the Board may direct.
Section 6. The Treasurer shall be bonded and have custody of the Society’s funds and securities. The Treasurer shall deposit all money in the name and to the credit of the Society in such depositories as may be designated by the Board of Directors and into specific bank accounts. The Treasurer shall disburse the funds of the Society as may be ordered by the Board, taking proper vouchers thereof, and shall render to the President at its regular board meetings or whenever the Board may require it, accounts of all transactions and/or an account of the financial condition of the Society. The treasurer shall submit a report of the financial condition of the Society at the Annual Meeting, a copy of which shall be forwarded to the National Audubon Society. 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 the Society runs from May 1st to April 30th of each year.
Section 7. The Treasurer or the President shall sign all drafts and checks of the Society. No expenditures shall be made without the approval of the President or the Board of Directors. All income and expenditures shall be allocated to the proper fund of the Society. 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 the Society in rough accord with precedent and with expected receipts. Following approval by the Board of the budget, 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 shall appoint annually the chairs of the following standing committees who may or may not select other committee members: Education, Conservation, Field Trips, Fund Raising, Hospitality, Membership, Newsletter, Program, Publicity and Sanctuaries. The President will make a job description for each committee available to each chair.
ARTICLE VI — Auditing Committee
There shall be a special committee of Audit 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 Auditor’s 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 BOD 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 the Society 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 Society. 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 presented as part of its report at the May meeting.
Section 3. This committee shall also nominate candidates for Officers of the Society, all of whom must stand for election yearly. Its list of candidates for officers shall be part of its 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 shall appoint a chairman 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 the Society. This committee shall prepare a budget to be voted on at the March Board meeting. allocating funds to the major committees of the Society based on reasonably expected receipts and under the specific restrictions of the special funds of the Society. 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.
The President may appoint any other committee chairperson, with Board approval, which seems desirable to conduct the affairs of the Society.
ARTICLE X — Commitments
This Society shall not enter into any commitments binding upon the National Audubon Society without written authorization by the National Society, nor shall the National Society, without written authorization by this Society, enter into any commitments binding upon this Society.
ARTICLE XI — Discontinuance
This Society may terminate its status as a Chapter of the National Society, and the National Society may terminate the status of this Society as a Chapter of the National Society, pursuant to procedures set forth in the 2001 Audubon Chapter Policy adopted by the National Society’s BOD on December 8, 2001.
ARTICLE XII — Compensation
No individual affiliated with Litchfield Hills Audubon Society in any way, nor any other private individual shall receive any of the net earnings or pecuniary profit from the operations of the Society. This shall not prevent the payment or the reasonable compensation to any person for services rendered for the Society. Furthermore, no person or persons shall be entitled to share in the distribution of any of the Society’s assets upon the dissolution of the Society.
In matters not covered by the By-laws, Roberts’ Rules of Order shall govern.
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 member is unable to attend, that member may mail the vote to the President prior to the meeting. Such amendments will be mailed 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 in July 2014