By-laws of the Midland Naturalists, Inc.

 

Article I – Membership

 

Section 1: Dues

a.    Annual dues shall be set by the Board of Directors.

b.    The terms “members” and “voting members” herein used shall refer to members whose annual dues are current.

c.    Names of members whose dues for the forthcoming year are delinquent as of September 1st shall be dropped from membership.

 

Section 2: Meetings

a.    The Board of Directors shall designate the time and place of all meetings and notice shall be published in The Phalarope at least 10 days in advance.

b.    The annual meeting shall be held in September of each year.

c.    Special meetings may be called by the Board or by the written petition of at least 15% of the voting members.

d.    15% of the voting members in attendance shall constitute a quorum.

 

Article II – The Board of Directors

 

Section 1: Number, term of office and election

a.    The business and affairs of the Midland Naturalists, Inc. shall be managed and controlled by a Board of Directors, consisting of three voting members.

b.    The terms of office of the three members of the Board shall be staggered, so that one new member shall be elected at each annual meeting. Each director shall serve a three-year term, or until a successor is elected.

c.    The senior director shall serve as Chair while serving her/his final year in the three-year term.

d.    The Board shall nominate a new Director each year and also call for nominations from the members.

e.    Directors shall be elected by a majority of the voting members.

f.     A Board member may not be elected an officer.

 

Section 2: Meetings

a.    The Board of Directors shall hold a regular meeting at least once each year for the purpose of electing officers of the Midland Naturalists and for nominating a new Director.

b.    Specially called meetings may be held at either the direction of the Chair or the direction of two of the three Directors. Two Directors shall constitute a quorum.

c.    Written minutes of the meetings of the board shall be taken and a copy provided to the Secretary of the Corporation for inclusion into the records of the Midland Naturalists, Inc.

 

Section 3: Duties and responsibilities

a.    The Directors of the Corporation shall administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and shall exercise all other such powers and do all things as the Corporation by its Charter is authorized to do.

 

Section 4: Removal

a.    Any director may be removed by vote of ¾ of the members present at any meeting of the voting members, whenever in their judgment the best interests of the corporation will be served thereby. At the same meeting, another person shall be elected to fill the vacancy is created and to serve the unexpired portion of the term.

 

Section 5: Compensation

a.    Directors shall not receive any salary or other fees for their service.

 

Section 6: Vacancies

a.    A vacancy on the Board, except one caused by removal from office, shall be filled by the remaining Board members.

 

Article III – Officers

 

Section 1:

a.    The officers of the Corporation shall be a President, a Vice-President, a Secretary, a Treasurer, a Recorder, an Editor, and an Assistant Editor.

b.    These officers shall be elected by the Board of Directors and announced at the annual meeting.

c.    A vacancy in office shall be filled by the Board of Directors.

 

Section 2: Service

a.    No officer may serve on the Board of Directors.

b.    No person shall hold more than one office at the same time.

c.    No officer shall be paid by the Corporation for her/his services.

 

Section 3: Qualifications

a.    Any member of the Corporation in good standing shall be eligible for election as an officer or a member of the Board of Directors.

 

Section 4: Terms of Office

a.    Officers, except for the editor and recorder, shall serve an annual term beginning with the conclusion of the annual meeting or until their successors are elected. The editor and recorder shall serve at the will of the Board of Directors.

b.    When a vacancy occurs in an elected office, the Board shall elect an officer to serve the balance of the unexpired term.

 

Section 5: Duties of the Officers

a.    The President shall:

1.    Preside at the annual meeting.

2.    Preside at any public meetings and any special programs sponsored by the Corporation.

3.    Perform such other duties as may be assigned by the Board.

b.    The Vice-President shall:

1.    Perform the duties of the President in the absence of the President.

2.    Plan field trips at least a month in advance and submit a proposed schedule of trips to the editor of the newsletter, meeting any publication deadline set by the editor.

3.    Prepare an annual report of all field trips taken, with dates and attendance numbers.

4.    Present a summary of the annual report to the membership at the annual meeting and submit the complete report to the secretary.

5.    Perform other such duties as may be assigned by the Board.

c.    The Secretary shall:

1.    Maintain a record of the minutes of all meetings of the membership and the Board, including any motions adopted at the annual meeting.

2.    Maintain a record of any amendments to the by-laws approved by the membership.

3.    Collect and file copies of printed reports submitted at the annual meeting.

4.    Perform the duties of a corresponding secretary as needed.

5.    Perform other such duties as may be assigned by the Board.

d.    The Treasurer shall:

1.    Have custody of all the funds of the Corporation, endorse on behalf of the Corporation all checks, notes and other obligations and perform all other acts incident to the office of Treasurer, subject to the control of the Board.

2.    Deposit all funds to the credit of the Corporation in such banks or savings and loan associations as the Board shall designate.

3.    Secure the approval of the Board for any request for disbursement other than for supplies required for the publication of the Corporation newsletter.

4.    Keep complete and accurate records of all receipts and disbursements.

5.    Render a statement of the financial condition of the Corporation as required by the Board.

6.    Prepare an annual financial report and present a summary of the report at the annual meeting. A copy of the complete report shall be filed with the secretary.

7.    Submit all financial reports for audit as directed by the Board.

8.    Perform other such duties as may be assigned by the Board.

e.    The Editor shall:

1.    Organize and edit all articles and reports to produce the Corporation newsletter, The Phalarope, at regular intervals.

2.    Deliver to the assistant editor a copy of an issue in a form ready for duplication.

3.    Submit claims for reimbursement to the treasurer in a timely manner, including receipts and a summary of required purchases.

4.    Maintain a file of newsletters received from other birding organizations, making them available to the membership

5.    Perform other such duties as may be assigned by the Board.

f.     The Assistant Editor shall:

1.    Duplicate copies of the Corporation newsletter and mail to all eligible members, cooperating landowners and birding groups with whom we exchange newsletters.

2.    Submit claims for reimbursement to the treasurer in a timely manner, including receipts and a summary of required purchases.

g.    The Recorder shall:

1.    Keep accurate and permanent records of all notable bird sightings in Midland County, including the arrival and departure dates of migrants.

2.    Organize any special counts, e.g., the Christmas Count, the Big Day Count, the Butterfly Count, and others as directed by the Board.

3.    Set the date for the Midland County Christmas Count in coordination with other area birding groups insofar as possible.

4.    Submit bird records to the editor of The Phalarope as requested

5.    Submit bird records to the Board when required for an update of the Midland County Checklist.

6.    Forward records to the American Birding Association and the Texas Ornithological Society on schedule.

7.    Perform other such duties as may be assigned by the Board.

h.    Additional offices

1.    The Board may create additional offices as needed.

2.    The new offices shall have such powers and perform such duties as assigned by the Board.

 

Section 6: Removal from Office

a.    An officer of the Corporation may be removed from office by a majority vote of the members present and voting at the annual meeting.

b.    A vacancy created by such removal shall be filled by the Board.

 

Article IV – Funds

 

Section 1: Uses of the Corporation’s funds shall be determined by the Board.

 

Section 2: The primary source of funding shall be the dues paid by the voting Members of the Midland Naturalists, Inc. The publication of The Phalarope shall b the primary use of the funds of the Corporation.

 

Section3: The fiscal year shall be September 1st to August 31st.

 

Article V – Publications

 

Section 1: The official publication of the Midland Naturalists, Inc. shall be The Phalarope. It shall be published monthly insofar as possible. All other publications of the Corporation shall be issued as supplements to The Phalarope.

 

Article VI – Amendments

 

Section 1: These by-laws may be amended by a majority vote of the voting members present at an annual meeting, provided notice of the amendments were included in the notice of the meeting.

Section 2: Amendments to these by-laws may be proposed by the Board or any three voting members.

 

Article VII – Parliamentary Authority

 

Roberts Rules of Order, Revised, shall govern all cases where applicable and not in conflict with these by-laws or Articles of incorporation or the non-profit laws of the State of Texas

 

 

Amended and Revised 1999