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Constitution
of the Northeast Texas Field Ornithologists
Article
I: Name
The
name of the organization shall be the Northeast Texas Field
Ornithologists, hereinafter referred to as NETFO.
Article
II: Objectives
NETFO
is an independent, non-profit organization formed for the purpose of
encouraging the observation, study, appreciation and conservation of
birds, and to promote the discovery and dissemination of knowledge
about birds, especially in cooperation with various educational
institutions in the area. In pursuit of these objectives, the organization
shall regularly issue newsletters; conduct meetings, field trips, bird
censuses and various other activities; and use any additional means
the group may deem suitable.
Article
III: Membership and Dues
Section
1.
Membership is open to all persons interested in the aims of
NETFO. There is no limit
on the number of members NETFO may admit.
Section
2.
Annual dues shall be established by the membership and may be
changed if a majority of the members deem it necessary or desirable.
Annual dues shall be payable on or before January 1 for the
calendar year through December 31 and will be pro-rated as appropriate
for new members joining during the year.
Section
3.
Annual membership dues shall entitle one individual to a single
vote at all meetings of the general membership.
Or, where more than one active member reside at a single
address and pay for a single membership, the members residing at that
address shall be entitled to no more than two votes at all meetings of
the general membership. All
votes must be in person.
Section
4.
No officer or member shall be personally liable for any bills
or obligations of NETFO, past or present, except for the payment of
personal membership dues.
Article
IV: Meetings
Section
1.
Meetings of the general membership shall be held regularly at a
date, time and place determined by the members to be most convenient
for the majority.
Section
2.
The regular October meeting shall be designated as the annual
meeting of the general membership, or such other date as the board of
directors shall determine, and shall be for the purpose of electing
officers, receiving reports of officers and committees, and for any
other necessary business.
Section
3.
Special meetings of the membership may be called by the
president or board of directors or upon petition of at least ten
percent of the membership.
Section
4.
At all general membership meetings, a quorum shall consist of
the members present at any meeting that has been announced by mailed
notice to the membership, mailed at least seven days prior to the
meeting.
Article
V: Officers, Directors
and their Duties
Section
1.
The president shall preside at meetings of the general
membership and the board of directors.
The president shall be chief administrator of the organization,
appoint committees as needed, and execute the acts and directives of
the organization and of the board of directors.
Section
2.
The vice-president shall assume the duties of the president for
such time as that officer may be unable to perform the duties of
president. He shall aid
and assist the president at all times in the administration of the
organization’s affairs.
Section
3.
The secretary shall keep, or cause to be kept, a record of the
proceedings at all meetings of the general membership and the board of
directors and shall make this information available to the membership;
shall keep, or cause to be kept, an accurate record of the names and
addresses of all members of the organization; and shall give, or cause
to be given, notice of special meetings of the general membership or
board of directors, when requested by any person authorized to call
such meetings. In the
absence of the president and vice-president, the secretary shall
assume the duties of the president.
Section
4.
The treasurer shall solicit and collect dues and other income
for the organization; shall have custody of the funds of the
organization; shall keep full and accurate accounts of receipts and
disbursements; and shall deposit the funds in the name of the
organization in the bank or banks designated by the board of
directors. The treasurer
shall make a full report of the financial condition of the
organization at the annual meeting and shall make quarterly reports
available to the membership. The
books of the treasurer shall be audited annually by a person or
committee appointed by the board of directors.
The treasurer and the board of directors, together, shall be
responsible for all matters relating to taxes and the filing of tax
documents. In the absence
of the president, vice-president and secretary, the treasurer shall
assume the duties of the president.
Section
5.
Directors-at-large shall advise and counsel the officers
concerning the needs of the members and the affairs of the
organization and otherwise represent the members in deliberations and
actions of the board of directors. Each duly-elected or appointed (according to
Articles VII and VIII of this document)
at-large member of the board of directors shall have one vote in
discharging the duties of the organization.
The board of directors shall determine the number of
directors-at-large, as necessary.
Article
VI: Board of Directors
Section
1.
The direction, administration, and all corporate powers of this
organization shall be vested in a board of directors.
The board of directors shall consist of:
the president, vice-president, secretary, treasurer and one or
more directors-at-large. All
officers and board members shall be elected according to Article VIII
or shall be appointed according to Article VII, Section 2, of this
document; and each member of the board of directors so elected or so
appointed shall have one vote. All
officers and board members must be members in good standing and must
be available to attend general membership, special and board meetings.
Section
2.
The board of directors shall meet as necessary, but no less
than once each year for the purpose of conducting routine business of
the organization. Any
member of the organization may attend.
However, only members who are duly-elected or duly-appointed to
the board are entitled to vote at board meetings.
Members will be notified of board of directors meeting dates in
writing.
Section
3.
At all meetings of the board, a majority of the voting members
of the board (officers and directors) shall constitute a quorum.
Section
4.
The board of directors shall be responsible for ensuring that
all tax documents are properly filed as necessary.
The board of directors shall appoint a qualified person or
committee to audit the books annually.
Section
5.
No salary, stipend or other remuneration shall be paid to any
member of the board. Reimbursement
of expenses incurred by a board member shall be made only if prior
approval was made in accordance with Article X, Section 5 of this
document.
Article
VII: Term of Office
Section
1.
Officers and directors shall serve for a term of one
year or until their successors have been duly elected and
qualified to take office.
Section
2.
Any vacancy among officers or directors shall be filled by an
appointee selected by a majority of the remaining members of the board
of directors or by the president, with the approval of the board of
directors. The appointee
shall hold office for the remainder of the unexpired term of the
vacancy.
Article
VIII: Elections
The
officers and directors shall be elected by the membership at the
regular annual meeting in October, and shall take office on January 1. The slate of officers will be submitted to the club
by a nominating committee of three, who shall be elected by the
general membership at a regular meeting at least one month prior to
the annual meeting. Nominations
will be presented to the membership at the regular October meeting and
in the October issue of the newsletter, mailed at least seven days
prior to the general membership meeting in October.
Additional nominations will be accepted from the floor at the
time of the election, provided the consent of the nominee has been
secured. Election shall
be by ballot except when there is only one candidate for an office.
Article
IX: Committees
The
president shall appoint, with the approval of the board of directors, such standing committees as are provided here below, as
well as any additional committees deemed necessary to carry out the
functions of the organization. Committees
shall terminate upon completion of the project or at the direction of
a majority of the board members.
Section 1.
Newsletter Editor shall be responsible for regularly publishing
a newsletter, and mailing or causing it to be mailed to all members in
good standing, at least seven (7) days prior to the regular date of
the monthly general membership meetings.
Section 2.
Bird Report Editor shall gather, compile and report bird
sightings for the northeast Texas region.
And shall post this news and information (or cause it to be
posted) to appropriate sites on the Internet.
Section 3.
Field Trips Committee shall schedule regular field trips, far
enough ahead of time for notice to be printed in the newsletter and
other area news media. And
shall assist as necessary to ensure that field trips are carried out.
Section 4.
Program Committee shall investigate and develop program ideas
and work with the club president to schedule them, far enough ahead of
time for notice to be printed in the newsletter and other area news
media. And shall assist
as necessary to ensure that programs are presented.
Section 5.
Publicity Committee shall distribute information regarding
NETFO programs and activities to area news media and post it at
appropriate locations in northeast Texas, prior to such programs and
activities.
Section 6.
Hospitality Committee shall greet and welcome visitors,
offering such information as may be helpful to them; or shall
otherwise ensure that visitors are welcomed and offered such
information and assistance.
Article
X: Financial
Section
1.
The fiscal year of this organization shall be January 1 through
December 31.
Section 2.
General supervision of the fiscal policy of NETFO shall be
provided by the board of directors.
Section 3.
No part of the income or earnings of the organization shall
inure to the benefit of any member.
Section 4.
No officer or member shall disburse any funds or moneys
belonging to the organization without prior approval by a majority
vote of the general membership at a regular or duly-called special
meeting. All
disbursements from the funds of the organization shall be made by
check signed by the treasurer. All
checks in excess of one hundred ($100) dollars shall require
signatures of the treasurer and one other officer of the club.
Section 5.
Reimbursement of expenses incurred by a member shall be made
only if prior approval of such reimbursement was made by a majority
vote of the general membership at a regular or duly-called special
meeting.
Article
XI: Amendments
The
constitution and bylaws may be amended by a two-thirds (2/3) majority
vote of those voting at any meeting of the general membership,
provided that at least seven (7)
days prior to the meeting, notice of the proposed amendments have
been sent to all current members of the organization.
Article
XII: Dissolution
Section
1.
NETFO may be dissolved by a two-thirds (2/3) majority vote of
the active membership present at any regular or special meeting,
provided that at least thirty (30) days prior to the meeting, notice
of the proposed dissolution has been sent to all current members of
the organization.
Section
2.
Upon dissolution and after paying or making provisions for the
payment of all debts and liabilities, the board of directors shall
give all remaining funds and other assets to an organization having
like purposes as are permitted by section 501( c) (3) of the Internal
Revenue Code of the United States.
Page last
updated:
August 24, 2013
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