ARTICLE I - OFFICES
The principal office of Bronx River-Sound Shore Audubon Society, Inc., formerly Scarsdale Audubon Society, Inc. (“Bronx River-Sound Shore Audubon” or “the corporation”) shall be in the County of Westchester, State of New York and in such municipality that is within the area designated by National Audubon Society, Inc. (National Audubon) as its chapter. The corporation may also have offices at such other places within or without this state as the board may from time to time determine or the business of the corporation may require.
ARTICLE II - PURPOSES
The purposes for which this corporation has been organized are as follows:
To increase the numbers and influence of those who believe in the value and need of the conservation of our wildlife, plants, soil and water resources, and of the relations to public welfare of their intelligent treatment and wise use; to join with like-minded groups to take steps better to protect and conserve those natural resources and wildlife; to assist its members and others, children and adults, in learning to identify bird, mammals and insects, and studying their life habits, the better to understand the interdependence of man and all Nature.
ARTICLE III - MEMBERSHIP
1. Affiliation with National Audubon.
It is intended that Bronx River-Sound Shore Audubon shall function as a chapter of National Audubon; provided, however, the board of directors shall not enter into any commitments binding on National Audubon and National Audubon has no authority, express or implied, to make any commitments on Bronx River-Sound Shore Audubon without the other’s written consent.
Bronx River-Sound Shore Audubon reserves the right to terminate its chapter status on sixty (60) days’ prior notice given in writing to National Audubon, in which case all allocation of dues by National Audubon will cease on expiration of the sixty (60) day period. Bronx River-Sound Shore Audubon recognizes the right of National Audubon to terminate the chapter relationship on sixty (60) days’ notice given by it to Bronx River-Sound Shore Audubon, in which case the members of Bronx River-Sound Shore Audubon shall continue as members of Bronx River-Sound Shore Audubon for the balance of the term for which dues have been paid.
2. Qualifications for membership.
Any person interested in the purposes of the corporation is eligible for membership.
3. Classes of Members.
The classes of membership , and their respective rights and privileges, shall be the same as those maintained from time to time by National Audubon.
Membership dues for all classes of members shall be as set from time to time by the Board of Directors in cooperation with National Audubon.
5. Termination of Membership.
Any member may voluntarily terminate membership by failing to pay membership dues or by filing a resignation; provided, however, no resignation shall entitle a member to a refund of dues. A voluntary termination shall be effective without action by the Board of Directors.
6. Membership Meetings.
The annual membership meeting of the corporation shall beheld in the month of June each year on a day fixed by the directors not less than ten (10) days from the date noticed for the meeting. The secretary shall cause to be mailed to every member in good standing at the address of that member as it appears on the membership roll book of the corporation a notice stating the time and place of the annual meeting. Notice may be given personally or by mail to each member in good standing. Such notice if given by mail shall be sent to the member at the member’s address of record on the corporation’s records.
Regular meetings of the corporation shall be held at such place, within or outside the State of New York, as may be fixed by the Board of Directors.
The presence at any membership meeting of not less than one-fifth of the total membership or forty (40) members shall constitute a quorum and shall be necessary to conduct the business of the corporation. Whenever any corporate action, other than the election of directors is to be taken by vote of the members, it shall be by a majority of the votes cast, except as otherwise required by law or by the Certificate of Incorporation. The members who are present may by a majority of the votes cast adjourn a meeting despite the absence of a quorum.
A membership roll showing the list of members as of the record date, certified by the secretary of the corporation, shall be produced at any meeting of members upon the request of any member who has given written notice to the corporation that such request will be made at least ten days prior to such meeting. All persons appearing on such membership roll shall be entitled to vote at the meeting.
7. Special Meetings.
Special meetings of the corporation may be called by the President or the Board of Directors or by written demand of not less than one-twentieth of the members. The secretary shall cause a notice of such meeting to be mailed to all members at their addresses as they appear in the membership roll book at least ten days but not more than fifty days before the scheduled date of such meeting. Such notice shall state the date, time, place and purpose of the meeting and by whom called.
No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
8. Fixing Record Date.
For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of members. Such date shall not be more than fifty nor less than ten days before any such meeting, nor more than fifty days prior to any other action.
9. Action by Members Without a Meeting.
Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all the members entitled to vote thereon.
Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act by proxy.
Every proxy must be signed by the member or his attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.
11. Order of Business.
The order of business of meetings of members shall be as follows:
1. Secretary’s report of proof of notice of meeting or waiver thereof, members present and of a quorum
2. Approval of the minutes of the preceding meeting
3. Reports of officers
4. Reports of committees
5. Old and unfinished business
6. New business
7. Election of directors (annual meeting)
ARTICLE IV - DIRECTORS
1. Management of the Corporation.
The corporation shall be managed by the board of directors which shall consist of not less than five (5) nor more than twenty-five (25) directors. Each director shall be at least eighteen years of age.
2. Composition of Board.
The board of directors shall include both regularly elected and ex-officio members, all of whom shall be members in good standing of Scarsdale Audubon. The immediate past president of Scarsdale Audubon shall be an ex-officio member of the board with full voting rights.
3. Election and Term of Directors.
All directors other than ex-officio directors shall be elected by a plurality of the votes cast at the Annual Meeting of Members by the members entitled to vote in the election. Elected directors shall be divided into three (3) classes as nearly equal in number as possible for the purpose of staggering their terms of office, one class of directors to be replaced each year. Each elected director shall serve for a term of three (3) years and until such director’s successor has been elected and qualified. No elected director may serve for more than three (3) terms of office consecutively.
4. Number and Increase or Decrease of Directors.
The number of directors may be increased or decreased by vote of the members or by a vote of a majority of all of the directors. No decrease in number of directors shall shorten the term of any incumbent director.
5. Newly Created Directorships and Vacancies.
Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason, except the removal of directors without cause, may be filled by a vote of a majority of the directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the members. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of the predecessor director.
6. Removal of Directors.
Any or all of the directors may be removed for cause by vote of the members or by action of the board. Directors may be removed without cause only by vote of the members.
A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
8. Quorum of Directors.
A majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.
9. Action of the Board.
Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the action of the board. Each director present shall have one vote.
Action by the board or a committee may be taken without a meeting if all members of the board (or a committee) consent in writing to the adoption of a resolution authorizing the action. The resolution and consents shall be filed with the minutes.
Any board or committee member, if unable to attend a meeting because of unusual circumstances, may participate in a meeting of the board or committee by means of telephone or similar equipment allowing all persons participating to hear each other at the same time. Such participation shall constitute presence at the meeting.
10. Place and Time of Board Meetings.
The board may hold its meetings at the office of the corporation or at such other places either within or without the state, as it may from time to time determine.
11. Regular Annual Meeting.
The board of directors shall present at the annual meeting of members a report, 1) verified by the president and treasurer of the corporation or 2) by a majority of the board of directors, or 3) certified by an independent public or certified public accountant or a firm of such accountants selected by the board of directors, showing in detail the following:
(1) The assets and liabilities, including the trust funds, of the corporation as of the end of a twelve-month fiscal period terminating not more than six (6) months prior to said meeting.
(2) The principal changes in assets and liabilities, including trust funds, during said fiscal period.
(3) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, during said fiscal period.
(4) The expenses or disbursements of the corporation, for both general and restricted purposes, during said fiscal period.
(5) The number of members of the corporation as of the date of the report, together with a statement of increase or decrease of such number during such fiscal period and a statement of the place where the names and places of residence of current members may be found.
The annual report of the board of directors shall be filed with the records of the corporation and either a copy or an abstract thereof entered into the minutes of the proceedings of the annual meeting of members.
A regular annual meeting of the board shall be held immediately following the annual meeting of members at the place of such annual meeting of members.
12. Notice of Meetings of the Board, Adjournment.
Regular meetings of the board may be held without notice to the members at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three days’ notice to each director either personally or by mail or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of two directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to such director.
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.
At all meetings of the board the president, or in his absence, a vice-president if present, or chairman chosen by the board shall preside.
14. Nominating, Executive and Other Committees.
The board shall not later than 90 days prior to the next annual meeting of members appoint a nominating committee to consist of five (5) members of Bronx River-Sound Shore Audubon of which at least two (2) shall be members of the board. The names of the members of this committee shall be made known to the members of Bronx River-Sound Shore Audubon, who may submit to the committee suggestions for nominations for members of the board and for officers. The nominating committee shall nominate candidates for officers and directors to succeed those whose terms expire at the next annual meeting of members. The committee’s report shall be submitted to the members by publication at least thirty (30) days prior to the annual meeting of members. Nothing herein shall be construed to prevent nominations of officers and directors from the floor of such annual meeting of members.
The board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee, audit committee and other committees, each consisting of three or more directors. Each such committee shall serve at the pleasure of the board.
ARTICLE V - OFFICERS
12. Offices, Election, Term.
Unless otherwise provided for in the certificate of incorporation, the board may elect or appoint a president, one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided. All officers shall be elected or appointed to hold office until the meeting of the board following the annual meeting of members. Each officer shall hold office for the term for which such officer is elected or appointed and until a successor has been elected or appointed and qualified.
13. Removal, Resignation, Compensation.
Any officers elected or appointed by the board may be removed by the board with or without cause. In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term. Any two or more offices may be held by the same person, except the offices of president and secretary. The compensation, if any, of all officers shall be fixed by the board.
The president shall be the chief executive officer of the corporation. The president shall preside at all meetings of the members and of the board, shall have the general management of the affairs of the corporation and shall see that all orders and resolutions of the board are carried into effect.
During the absence or disability of the president, the vice-president, or if there are more than one, the executive vice-president, shall have all the powers and functions of the president. Each vice-president shall perform such other duties as the board shall prescribe.
The treasurer shall have the care and custody of all the funds and securities of the corporation, and shall deposit said funds in the name of the corporation in such bank or trust company as the directors may designate; shall, when duly authorized by the board of directors, sign and execute all contracts in the name of the corporation, when countersigned by the president; and shall sign all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the board of directors and shall be countersigned by the president. The treasurer shall at all reasonable times exhibit the corporation’s books and accounts to any director or member of the corporation upon application at the office of the corporation during ordinary business hours. At the end of each corporate year, the treasurer shall have an audit of the accounts of the corporation made by a committee appointed by the president, shall present such audit in writing at the annual meeting of the members, and at such time shall also present an annual report setting forth in full the financial conditions of the corporation.
During the absence or disability of the treasurer, the assistant-treasurer, or if there are more than one, the one so designated by the secretary or by the board, shall have the powers and functions of the treasurer.
The secretary shall keep the minutes of the board of directors and also the minutes of the members. The secretary shall have the custody of the seal of the corporation and shall affix and attest the same to documents when duly authorized by the board of directors, shall attend to the giving and serving of all notices of the corporation, and shall have charge of such books and papers as the board of directors may direct. The secretary shall also attend to such correspondence as may be assigned, perform all the duties incidental to the office of Secretary, and keep a membership roll containing the names, alphabetically arranged, of all persons who are members of the corporation, showing their places of residence and the time when they became members.
During the absence or disability of the secretary, the assistant-secretary, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the secretary.
ARTICLE VI - CONTRACTS, CHECKS, DEPOSITS AND FUNDS
The board of directors may authorize any officer or officers, or agent or agents of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation which do not exceed an amount as determined from time to time by resolution of the board of directors, (which amount until changed shall be $300) or which do not exceed said amount, but have been approved in advance by a majority of the board of directors may be signed singly by the treasurer. If such expenditure exceeds the approved limit and time is of the essence, as determined by the president and treasurer, the treasurer may singly sign such payment, and such expenditure shall be reported at the next regularly scheduled meeting of the board of directors.
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.
The board of directors may accept or authorize any officer or officers to accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes, or for any special purpose, of the corporation.
ARTICLE VII- INDEMNIFICATION OF DIRECTORS AND OFFICERS
l. The corporation shall indemnify any person made, or threatened to be made, a party to any action or proceeding, whether civil or criminal, by reason of the fact that such person is or was a director or officer of the corporation, against judgment, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees, actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, to the maximum extent consistent with and in the manner prescribed by the Not-for-Profit Corporation Law of the State of New York.
2. The foregoing provisions of this Article shall be deemed to be a contract between the corporation and each such person at all times while this Article and the relevant provisions of the Not-for-Profit Corporation Law are in effect, and any repeal or modification of this Article or such provisions of the Not-for-Profit Corporation Law shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing as it relates to any action or proceeding brought or threatened based in whole or in part upon any such state of facts. The right of indemnification provided in this Article shall not be deemed exclusive of any other rights to which any director or officer of the corporation may now be or hereafter become entitled apart from this Article.
ARTICLE VIII - MISCELLANEOUS
The seal of the corporation shall be in such form as approved from time to time by the board of directors.
2. Fiscal Year.
The fiscal year of the corporation shall be June 1 thru May 31 or such other period as may be fixed by the board of directors.
ARTICLE IX - CONSTRUCTION
If there be any conflict between the provisions of the certificate of incorporation and these by-laws, the provisions of the certificate of incorporation shall govern. The by-laws shall be construed under the laws of the State of New York.
ARTICLE X - AMENDMENTS
The by-laws may be adopted, amended or repealed by the members at the time they are entitled to vote in the election of directors. By-laws may also be adopted, amended or repealed by the board of directors but any by-law adopted, amended or repealed by the board may be amended by the members entitled to vote thereon as hereinbefore provided.
If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of members for the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.