Constitution of the Jayhawk Audubon Society
Article I: Name
This organization shall be known as the Jayhawk Audubon Society.
Article II: Purpose
Section 1. The mission of the Jayhawk Audubon is to provide opportunities for greater understanding and appreciation of birds and other wildlife, to encourage sustainable practices, and to advocate for actions and policies which result in protection and preservation of intact ecosystems. The purpose and objectives of this Society shall be to engage in any such educational, scientific, investigative, literary, historical, philanthropic or charitable pursuits that are consistent with the mission of this Society and the stated purposes of the National Audubon Society, of which this Society shall function as a Chapter.
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 a 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 Audubon of Kansas, or the National Audubon Society 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 Section 501(c)(3) of the Internal Revenue Code.
Section 3. No substantial part of the Society's activities shall consist of carrying on propaganda or otherwise attempting to influence legislation, nor shall the Society participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.
Article I: Membership
Section 1. Any person interested in the purposes of the Society is eligible for membership.
Section 2. Categories of membership shall be the same as those described by the One Audubon Membership Policy of the National Audubon Society. The two categories of membership are National Membership and Chapter-only Membership.
Section 3. Annual membership dues for National Members are determined by the National Audubon Society. Annual membership dues for Chapter-only Members shall be determined by the JAS Board of Directors.
Section 4. Both National and Chapter-only Members shall enjoy all the rights and privileges pertaining to the members of this Society.
Section 5. National membership dues shall be payable at the time of application, shall be effective from the date of election, and shall be due yearly thereafter. Chapter-only membership dues shall be payable at the time of application, shall be effective for the term of 1 July through 30 June, and shall be due each June thereafter.
Section 6. Should membership renewal dues not be paid within three months after the time they are due, a member so in default shall forthwith be dropped from the chapter rolls.
Article II: General Membership Meetings
Section 1. General membership meetings of the Society shall be held monthly for nine months annually as scheduled in the events calendar of the Jayhawk Audubon Society website, Facebook page and Newsletter.
Section 2. The Annual Meeting of the Society shall be held at the May general membership meeting at which time the election of Officers and at-large Directors will he held.
Section 3. The Members in good standing present shall constitute a quorum for the transaction of business at any duly called regular or special general membership meeting.
Section 4. Special general membership meetings may be called by the President, or pursuant to a resolution of the Board. Ten days written notice of such special meeting, stating objectives thereof, shall be given each member at his last known post office and/or electronic mail address.
Article III: Board of Directors
Section 1. The control and conduct of business of the Society shall be vested in its Board of Directors. The Board shall determine the policies of the Society. The Board shall include (a) the elected Officers and the Committee Chairs, (b) the immediate past-President, and (b) not more than six at-large Directors elected by the members for terms of one year.
Section 2. Meetings of the Board of Directors shall be held at least six times a year.
Section 3. A majority of the at-large Directors and elected officers shall constitute a quorum at any board meeting.
Section 4. Special meetings of the Board of Directors may be called by the President or upon the request of the majority of the Board.
Section 5. A vacancy among the six elected at-large Directors shall be filled by the majority vote of the rest of the Board of Directors. The Directors will hold their positions until the next annual meeting, at which time the vacancy shall be filled in the regular way.
Article IV: Officers
Section 1. The elected Officers of the Society shall be a President, a Vice-President, a Recording Secretary, a Corresponding Secretary, and a Treasurer. All Officers shall hold office for one-year terms and may succeed themselves.
Section 2. A vacancy in the Office of the President or in any other office shall be filled by the majority vote of the Board of Directors to hold office until the next annual meeting at which time the vacancy shall be filled in the regular way.
Section 3. The President shall be President of the Society, Chair of the Board of Directors, and an ex-officio member of all committees and shall perform all other duties associated with the Office of President.
Section 4. The Vice-President shall assist the President in the carrying out of his or her duties and shall preside at all meetings in the absence of the President. The Vice-President may be designated by the President to head one of the Standing Committees.
Section 5. The Recording Secretary shall keep a record of all proceedings of the Board Directors and the Society.
Section 6. The Corresponding Secretary shall conduct all the correspondence of the Society.
Section 7. The Treasurer shall have custody of the Society's funds, shall disburse the funds as may be ordered by the Board of Directors, and shall report to the Board at their regular meetings or as requested. The Treasurer will prepare an annual report on the financial condition of the Society and present it to the general membership at the Annual Meeting. The Treasurer may serve as Chair of the Finance Committee. All checks and drafts of the Society shall be signed by the Treasurer or an alternate designated by the Board of Directors.
Article V: Nominating Committee
Section 1. The Board of Directors shall annually appoint prior to the February meeting a Nominating Committee to consist of no fewer than three members. The names of members of the Nominating Committee shall be made known to the membership of the Society and suggestions for nominations for Officers may be submitted to the Committee by any member of the Society.
Section 2. The Nominating Committee shall nominate candidates for the at-large Directors and officers. It shall report the nominations at the April general membership meeting.
Section 3. Nothing herein contained shall prevent nominations of Officers or at-large Directors from the floor at the time of the Annual Meeting.
Article VI: Elections
Section 1. The election of Officers and of at-large Directors shall take place at the Annual Meeting in May. The newly elected Officers and Directors and the newly appointed Committee Chairs shall meet with the incumbent Officers, Directors, and Committee Chairs in June at the final Board meeting of the term for the orderly transfer of information, materials, and authority. Exceptions to this requirement must be approved by the Board. The new Officers, at-large Directors and Committee Chairs will take office on the following 1 July.
Section 2. Officers presented by the Nominating Committee shall be elected by a voice vote of the membership present, or by motion of the membership instructing the Recording Secretary to cast a unanimous ballot in favor of the recommendations presented by the Nominating Committee. However, if there is more than one candidate for any office, the election to such office shall be by ballot with the winner receiving the majority vote of the ballots cast.
Article VII: Committees
Section 1. The President, with the approval of the Board of Directors, shall appoint Chairs of Standing Committees who, in turn may select their own committee members with recommendations and suggestions from the Board. Terms of office shall be for one year.
Section 2. The President, with the approval of the Board of Directors, may appoint Special or Task Force Committees whose terms of office will be determined by the length of the assignment to be done. These committees may include, but are not limited to, Bird Seed Sales, Book and Feeder Sales, Birdathon, and Eagles Day.
Section 3. Standing Committees of the Society shall be as follows: Conservation, Education, Field Trips, Programs, Publicity, Membership, Finance, Electronic Communications, Newsletter, and Hospitality.
Article VIII: Commitments
This Society shall not enter into any commitments binding upon the National 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 IX: Discontinuance
This Society reserves the right, by vote of the Board of Directors, to revoke its charter and cease to be a Chapter of the National Audubon Society by providing sixty days' written notice of such decision to the Chapter Services Office of National Audubon (or instead, the State Director, should National Audubon establish a State Office in Kansas). This Society recognizes the right of the National Society to terminate the chapter relationship if this chapter becomes inactive or is not in compliance with the National Audubon Chapter Policy on 60 days' written notice to the President by the Senior Vice-President for Field Operations of the National Society. If the relationship between the Chapter and the National Society is severed, each member of the Chapter will remain a member of the Chapter for the balance of the term provided that they have paid Chapter dues, and/or will remain a member of the National Society for as long as their membership in the National Society is current.
Article X: Parliamentary Authority
In matters not covered by these By-Laws, Robert's Rules of Order shall govern.
Article XI: Amendments
The Constitution and By-Laws may be amended by a majority vote of members in good standing present at any regular or special general membership meeting, provided a quorum is present, and provided further that notice of such amendments shall have been mailed to each member of the Society at his or her last known electronic mail and/or postal address at least fifteen days before said meeting.
Adopted: March 4, 1975
Amended: November 1985