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CHAPTER CONSTITUTION AND BY-LAWS


CONSTITUTION
ARTICLE I – NAME
This Organization shall be known as the Wasatch Audubon Society.

ARTICLE II – PURPOSE
The Wasatch Audubon Society is a non-profit organization exclusively for social, educational, scientific, and literary purposes within the definition of Section 501(c)(3) of the Internal Revenue Code including applicable amendments.

The Wasatch Audubon 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 any member. 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 shall ever benefit any director, officer, or member. Upon the dissolution or abandonment of the Wasatch Audubon Society, any assets remaining after payment of all debts and liabilities shall be donated to the National Audubon Society and/or other organizations having similar purpose and objectives. Such assets, in total, shall be donated to entities organized and operated exclusively as 501(c)(3) organizations.

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BY-LAWS
ARTICLE I – NAME AND AFFILIATION
Section 1.1: Name: Wasatch Audubon Society (hereinafter WAS).

Section 1.2: Emblem: Mountain Chickadee.

Section 1.3: Affiliation: The WAS operates as an official Utah chapter of National Audubon Society (hereinafter NAS). The relationship between the WAS and the NAS shall be governed by the NAS Chapter Policy. WAS’s chapter identification code is W54.

ARTICLE II – PURPOSE AND FISCAL YEAR
Section 2.1: Purpose: The WAS is a non-profit organization exclusively for social, educational, scientific, and literary purposes within the definition of Section 501(c)(3) of the Internal Revenue Code including applicable amendments. The WAS maintains a Federal Tax Number of 87-0411832 and a Utah State Tax Exempt Number of N11879.

Section 2.2: Any property, assets, profits, or other items of value belonging to the WAS are irrevocably dedicated to charitable purposes.

Section 2.3: Fiscal Year: The WAS fiscal year runs from 1 January through 31 December.

ARTICLE III – DURATION AND DISCONTINUANCE
Section 3.1: The WAS shall continue in existence perpetually unless and until dissolved pursuant to Section 3.2.

Section 3.2: By majority vote of its Executive Committee, WAS may revoke its charter and cease to be a chapter of NAS by providing 60 days written notice to NAS. Also, by majority vote of its Executive Committee, WAS may terminate its status as a society. NAS also has the authority to revoke the WAS Charter in accordance with NAS Chapter Policy.

ARTICLE IV – MISSION AND GOALS
Section 4.1: Mission: The WAS is an association of people who share an interest in birds, all natural things, and Utah’s varied habitats.

Section 4.2: Goals: Enjoying the out-of-doors in fellowship with others who share similar values; educating ourselves and others about wildlife and the natural environment; fostering an appreciation of wildlife and understanding of ecological principles; promoting opportunities for the public to see and appreciate birds and bird habitats; and influencing public policy toward a conservation ethic.

ARTICLE V – MEMBERSHIP
Section 5.1: Any person interested in the mission and goals of this society is eligible for membership.

Section 5.2: NAS membership: The members of NAS shall be recognized as full members of WAS if the NAS member resides within the territory of WAS or requests WAS affiliation. Members in good standing shall enjoy all the rights and privileges accorded to members of both societies.

Section 5.3: WAS membership: The WAS Executive Committee may establish requirements and guidelines for chapter-only membership and newsletter subscriptions. These guidelines shall be in compliance with NAS Chapter Policy.

Section 5.4: Each member in good standing, in attendance, will have the right to cast one vote at any meeting where a motion is properly brought before such meeting.

Section 5.5: If membership dues are not paid in a timely manner, a member shall be in default and dropped from the rolls.

ARTICLE VI - EXECUTIVE COMMITTEE
Section 6.1: The society’s Executive Committee shall be made up of duly elected Officers, Directors and the immediate past president. These individuals have full voting rights at Executive Committee meetings. Business items brought to a vote must win by a simple majority. The Executive Committee shall be responsible for the control and conduct of the business of the WAS, including a periodic financial audit.

Section 6.2: The officers shall consist of a President, Vice-President, Secretary, and Treasurer. Officers are duly elected members in good standing.

Section 6.3: The Directors shall consist of six duly elected members in good standing.

ARTICLE VII – OFFICER DUTIES AND TERMS
Section 7.1: The President shall hold office for a two-year term and not serve consecutive terms. The President shall direct and administer the affairs of the WAS as its executive head. The President shall supervise all phases of organization activity as instructed by the Executive Committee. The President is also responsible for meeting the report requirements of NAS and presides at all meetings.

Section 7.2: The Vice-President assists the President to carry out organization activities and holds a one-year term. In the absence of the President, the Vice-President carries out the duties and responsibilities of the President.

Section 7.3: The Secretary shall keep a record of WAS proceedings and noteworthy activities and holds a one-year term.

Section 7.4: The Treasurer shall have custody of WAS funds and holds a one-year term not to exceed three consecutive terms. Duties of the Treasurer include disbursement of such funds as instructed by the Executive Committee and/or included in the annual budget, preparation and distribution of periodic treasurer reports, preparation and distribution of an annual report, and supervision of the development of an annual budget. The Treasurer works closely with the President and the Executive Committee to meet the report requirements on the NAS.

The President, the Vice-President, the Treasurer, and the chairperson of the Newsletter Committee are authorized to sign checks.

Section 7.5: The six Directors shall assist in the affairs of the society. Directors will serve offsetting two-year terms with three positions elected each year. Directors shall be duly elected and members in good standing.

ARTICLE VIII – STANDING COMMITTEES
Section 8.1: The WAS may have the following Standing Committees and such other standing and special committees as determined by the Executive Committee: Conservation Committee, Education Committee, Field Trip Committee, Fund-raising Committee, Historical Committee, Membership Committee, Newsletter Committee, Program Committee, and Publicity Committee.

Section 8.2: The Conservation Committee shall work on, and coordinate work on, conservation and/or environmental projects. In addition, the Conservation Committee is responsible for keeping the Executive Committee and others informed on current conservation issues, for tracking Utah legislation and informing members of proposed legislation consequences; and for taking an active role in supporting positions of the WAS and/or the NAS.

Section 8.3: The Education Committee is responsible for furthering WAS and NAS educational goals. At a minimum the committee will promote and implement the Audubon Adventures program for as long as instructed by the Executive Committee.

Section 8.4: The Field Trip Committee is responsible for organizing field trips as instructed by the Executive Committee, for informing members of upcoming field trips through the newsletter and other media, and for preparing trip reports.

Section 8.5: The Fund-raising Committee is responsible for the organization and coordination of activities and projects to raise money for WAS activities. Major fund raising activities and projects require approval by the Executive Committee.

Section 8.6: The Historical Committee will archive records and maintain scrapbooks to assist in documenting the history of the WAS. Suggested records of interest include a file of newsletters, a list of past officers, a list of Nelson Award recipients, a list of programs, and a list of field trips. It is also suggested the Historical Committee periodically review the Secretary’s and the Treasurer’s file for completeness.

Section 8.7: The Membership Committee is responsible for promoting membership programs for WAS and NAS. Promotion should include activities to both enroll new members and renew current and default members. The Membership Committee will advise the Executive Committee on membership issues.

Section 8.8: The Newsletter Committee is responsible for preparing, publishing, and distributing at least six issues of The Mountain Chickadee annually. The newsletter, at a minimum, will include an activity calendar and a membership promotion form. The Newsletter Committee chair has the authority to solicit and/or accept material for the newsletter. The Newsletter Committee will include a webmaster for the maintenance and improvement of the www.wasatchaudubon.org site. The Executive Committee has the responsibility to work with the Newsletter Committee to assure a high quality newsletter.

Section 8.9: The Program Committee is responsible for arranging program presentation(s) for each regular meeting and for providing the Newsletter Committee with advance information on planned presentations.

Section 9.10: The Publicity Committee is responsible for using newspaper, radio, TV and other publicity media to publicize the purposes, aims and programs of the WAS.

ARTICLE IX – MEETINGS
Section 9.1: Unless changed by a majority vote of the Executive Committee, regular meetings will be held on the third Tuesday of each month except July.

Section 9.2: Unless changed by a majority vote of the Executive Committee, the Executive Committee meetings will by held on the first Tuesday of even-numbered months (February, April, June, August, October, and December).

Section 9.3: The regular meeting in December is deemed the annual meeting for the purpose of electing officers and directors and for conducting other business directed by the President as instructed by the Executive Committee.

Section 9.4: Special meetings may be called by the President with approval of the Executive Committee. Notice of all meetings shall be published in “The Mountain Chickadee.” Other media releases may also be used as appropriate.

ARTICLE X – NOMINATING COMMITTEE
Section 10.1: Annually, and not later than the October Executive Committee meeting, a Nominating Committee shall be appointed. The name(s) of the Nominating Committee member(s) shall be made known to the members through the newsletter.

Section 10.2: At the November regular meeting, the Nominating Committee will present a proposed slate of officers and directors and open nominations from the floor.

Section 10.3: At the December meeting (annual meeting) the Nominating Committee will discuss all nominations received and present a suggested slate of officers and directors. The President will then direct the voting process.

Section 10.4: Nothing contained herein shall be construed to prevent nominations of officers and directors from the floor at the annual meeting.

ARTICLE XI – AWARDS
Section 11.1: The John Nelson Award: As deserved, but not more than once annually, the Executive Committee may present the John Nelson Award to a WAS member for “Commitment to Conservation, Volunteer Service to the Community, and Lifetime Dedication to the Audubon Cause.” The award may be presented at a regular meeting or other occasion.

Section 11.2: Award Criteria: The following criteria will be considered and evaluated by the Executive Committee when selecting a John Nelson Award recipient.

   1. A recipient must live up to the award inscription - "Commitment to Conservation, Volunteer Service to the Community, and Lifetime Dedication to the Audubon Cause."

   2. A recipient must have contributed significantly to the mission and goals of the WAS as outlined in Article IV. Contributions may be in the form of financial donations, volunteer service, fund raising, education, leadership, or other activities that keep the society functional, active, and effective.

Section 11.3: Other appreciation awards and promotional items may be presented as appropriate. The Executive Committee shall provide oversight and direction for these presentations.

ARTICLE XII – COMMITMENTS
Section 12.1: The WAS shall not enter into any commitment binding the NAS without written authorization to do so.

ARTICLE XIII – AMENDMENTS
Section 13.1: The bylaws may be amended by a majority vote of the Executive Committee after following the process outlined in Section 13.2.

Section 13.2: The bylaws amendment approval process shall consist of three steps:

   1. The Executive Committee will develop and approve the contents for one or more amendments or revisions;

   2. The proposed changes will then be published in the newsletter with solicitation for comments and suggestions from members;

   3. The Executive Committee will then discuss comments received from members and additional revisions will be made if needed. A majority vote by the Executive Committee will approve the amendment or revision.

The bylaws amendments or revisions become effective on the date of the final vote of approval from the Executive Committee.

Effective Date: These bylaws shall become effective as of ______________.

Signed by:     _______________________ President

                      _______________________ Vice-President

                      _______________________ Secretary

                      _______________________ Treasurer


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HOME WHAT'S
NEW 		CALENDAR ABOUT
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