Bylaws of the Virginia Society of Ornithology

ARTICLE I

Members

Section I.  Any natural person who applies for membership and pays to the Treasurer the prescribed dues shall be placed upon the membership roll.

Section II. There shall be six classes of members as follows:

(1)  Active Members
(2)  Sustaining Members
(3)  Contributing Members
(4)  Life Members
(5)  Family Members
(6) Honorary Life Members – Any person who has maintained membership in the organization for 50 consecutive years shall be designated an Honorary Life Member.  No dues shall be required of Honorary Life Members.     

Section III.  The Board of Directors will annually review and set the dues structure for all classifications and notify the membership accordingly.

Section IV. Dues shall be payable on January 1 for the ensuing year. Any member who has not paid his dues by May 1 shall be dropped from the mailing list.  Any member who has not paid his dues by December 31, after having been mailed two notices at an interval of not less than two months, shall be dropped from membership.

ARTICLE II

Officers and Directors

Section I.  The officers of the corporation shall be a President, Vice President, Secretary, Membership Secretary, Treasurer, Editor of THE RAVEN and Editor of the Newsletter.  They shall be elected at the annual meeting by a majority of the members present and voting for the terms of one year and until their successors are elected.  The duties of the first five officers shall be those usually pertaining to their respective offices. The duties of the two Editors shall be as described by their respective titles. The board of directors may from time to time provide for an Assistant Secretary and an Assistant Treasurer.  No person may hold more than one office concurrently.

Section II.  The management of the business and affairs or the corporation shall be vested in a Board of Directors of 17.  The Board of Directors shall consist of the officers specified in Section I hereof (exclusive of the Assistant Secretary and Assistant Treasurer, if any), the Immediate Past President of the corporation, and nine members of the corporation.  Such nine members shall be elected in three annual classes of three Board members each, for terms of three years and until their successors are elected.

Section III.  Nominations for officers and members of the Board shall be made by a nominating committee.  Such list of nominees shall be published or otherwise disseminated to the membership at least 30 days before the meeting at which the elections are to be held.  Nominations may also be made from the floor by any member in good standing. Election shall be by a majority vote of the members present and voting. The Assistant Secretary and the Assistant Treasurer, if any, shall be appointed by the Board of Directors for terms expiring at the next annual meeting.

Section IV.  Terms of officers and members of the Board shall begin on July 1 and shall expire on Jun 30.  A vacancy in any office shall be filled by the President (with the concurrence of the Board) for the unexpired term.

Section V.  Any elected member of the Board of Directors who fails to attend at least one regular meeting of the Board each year shall be dropped from the Board.  The resulting vacancy may be filled temporarily by a replacement appointed by the President. A permanent replacement shall be elected at the next annual meeting to serve the unexpired term of the member thus dropped.

ARTICLE III

Meetings

Section I.  The annual meeting shall be held in the spring of each year, at the place, day and hour designated by the Board of Directors. Special meetings may be called by the President, by a majority of the directors, or by one-twentieth of the members.  In the case of a special meeting, the notice shall include the purpose or purposes for which the meeting is called.  All members shall be notified at least thirty days in advance of any meeting of the members.

Section II.  One-twentieth of the members in good standing of the corporation shall constitute a quorum for the transaction of any business.  Less than a quorum may adjourn the meeting to a fixed time and place, no further notice of any adjourned meeting being required. Each member present in person shall be entitled to one vote. Members not present are not entitled to vote.

Section III.  The Board of Directors shall meet at the call of the President, or at the request of three directors.  Written notice stating the time and place of the meeting shall be provided to each director at least ten days before the meeting. A majority of the directors in office present in person shall constitute a quorum.  Less than a quorum may adjourn the meeting to a fixed time and place, no further notice of any adjourned meeting being required.

Section IV.  Each local shall be entitled to select one of its members as a non-voting representative at all meetings of the Board of Directors.

ARTICLE IV

Local Chapters

Section I.  The corporation shall promote the establishment of local chapters in the several sections of the state.

Section II.  Any organized group of six or more persons with purposes not inconsistent with those of the corporation may apply for affiliation as a local chapter.  Upon approval of the application, such organization shall remain a local chapter in good standing, as long as it complies with the requirements of the corporation articles of incorporation and these by-laws.

Section III.  Local chapters shall pay annual dues to the corporation as set by the Board of Directors, based upon their number of members as of 31 December.

Section IV.  Each local chapter shall be entitled to receive publications of the corporation.

ARTICLE V

Committees

Section I.  Business of the corporation between meetings of the Board of Directors may be conducted by an Executive Committee consisting of the President, Vice President, Secretary, Membership Secretary, Treasurer, Editor of THE RAVEN, and Editor of the Newsletter. A quorum will consist of four officers. Meetings will be called by the President, who will notify the entire Board at least four days in advance. Business need not be conducted in person. The committee will not modify action taken by the Board and will report action taken as a committee at the next Board meeting.

Section II.  At least 180 days in advance of the annual meeting, the President shall appoint a Nominating Committee to nominate officers and directors to be voted on at the annual meeting.

ARTICLE VI

Finances

Section I.  Unless otherwise assigned by these By-laws or by the Board of Directors, all income, including dues, accruing to this corporation shall be credited to the General Fund, and the assets of this Fund shall be used to defray all the normal operating expenses of the corporation, including the publication of all regular periodicals.

Section II.  The Endowment Fund shall be maintained for the purpose of funding projects authorized by the Board of Directors designed to accomplish the corporation’s scientific and educational objectives set forth in paragraph 1 and 2, Section B of the Articles of Incorporation.

a. Assets of the fund shall be set aside in a separate income producing account.

b. All donations, unless otherwise restricted, shall be credited to this Fund. Included are donations of cash; bequests by will of an individual; and when deemed suitable by the board, other property such as appreciated long-term capital-gain securities, and real estate.

c. The corpus of this fund and the income therefrom should be under the supervision and control of the Board.

(1)   None of the corpus of this fund shall be used or transferred except by three quarters vote of the board (a quorum being present). It is intended that the principle not be spent, but invested to generate income, and that the Board determine the use or disposition of any donation or bequest of real estate.                                               

(2)   Income from this fund shall be used solely for accomplishment of the corporation’s scientific and educational objective and specifically not used for normal operating expenses.

Section III.  A Life Membership Fund shall be maintained for the purpose of producing income to service life memberships. All life membership dues as of January 1991 will be credited to this fund which shall be interest bearing and will remain in perpetuity. Interest from the fund will be credited to the General Fund to defray normal operating expenses of the corporation.

Section IV.  Accounts of the Treasurer will be audited annually and in a manner specified by the President.

Section V. An annual operating budget will be approved by the Board of Directors. Expenditures in excess of the approved budget are the responsibility of the person incurring them. The Board of Directors may subsequently approve the excess expenditures if adequately justified from both a need and timing standpoint.

Section VI.  The Treasurer and Membership Secretary (who receives all dues) will be bonded.

ARTICLE VII

Amendments

Proposed amendments to the by-laws shall first be submitted to the Board of Directors for approval by a majority of the directors present and voting.  If so approved, such amendments shall be submitted to the members at the next annual meeting for approval by the majority of the members present and voting.

ARTICLE VIII

Continuation of Unincorporated Association

The corporation shall operate as a continuation of the unincorporated association of the same name.

ARTICLE IX

Subscriptions

Institutions may subscribe to THE RAVEN at a rate to be determined by the Board of Directors.

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