Bylaws

Section 1.  Any person interested in the purposes of the Society is eligible for membership

Section 2.  Annual dues of membership  will be as established by the National Audubon Society for the  following categories or others that may be set by the National Audubon  Society.  Dues for local membership only will be those as set from time  to time by the Board of Richmond Audubon Society (RAS).

Section 3.  All classes of members  will enjoy all the rights and privileges pertaining to the members of  both this and the National Society.  Local members will not be entitled  to hold office nor will they have any rights and privileges reserved for  members of the National Society.

Section 4. Local membership dues will be payable at the time of application and will be effective from the date of election.  

Section 1.  Regular meetings of the  Society will be held each month from September through May except  December, or as determined by the Board.

Section 2.  The Annual Meeting of the  Society will be held at the regular May meeting at which time new  officers will be elected. They will assume office in July of the next  fiscal year.

Section 3.  Twenty members in good  standing will constitute a quorum for the transaction of business at any  duly called regular or special meeting.

Section 4.  Special meetings may be called by the President, or pursuant to a resolution of the Board.  

Section 1.  The control and conduct  of business of the Society will be vested in its Board of Directors.   The Board will determine the policies of the Society.

Section 2.  The Board will be  constituted of no less than 15 members, and no more than 20 members, of  the Society, to include (a) the elected officers, (b) immediate  past-president, (c) chairpersons of the Society’s Standing Committees,  and (d) members-at-large.  

Section 3.  Term of office for the  elected officers will be as stipulated in Article IV, Section 1.  Term  of office for Board members who are Chairpersons of Standing Committees  will be as stipulated in Article X, 

Section 4.  Term of office for members-at-large will be two years, renewable at the discretion of the Board of Directors.

Section 5.  At least five meetings of  the Board will be held annually.  A Board meeting may be called by the  President or three members of the Board.

Section 6.  A majority of the Board will constitute a quorum at any Board meeting.

Section 7. Official policies will be  directly communicated to the Board and committees by the President or  the President’s designee prior to implementation.

Section 8. Members of the Board of  Directors and all committees must ensure actions taken on behalf of RAS  reflect the majority position.

Section 9. All communications by the Board or committee members must reflect and support the mission statement.

Section 1.  The elected officers of  the Society will be a President, a First Vice-President, a Second Vice  President, a Secretary, and a Treasurer. Election of each will be for a  two-year term or until a successor is elected and assumes office.  All  officers may serve no more than two consecutive full terms in a single  office.  Terms will be staggered with half the officers being elected  each year.

Section 2.  A vacancy in any office  other than the President will be filled through an election by a  majority of the Board of Directors.  The incumbent will hold office  until the next Annual Meeting at which time the vacancy will be filled  according to the Bylaws of the Society.  In the case of a vacancy in the  office of the President, the First Vice President will act in the place  of the President until the next Annual Meeting.

Section 3.  The President will direct  and administer the affairs of the Society as its executive head and  will supervise all phases of its activities, subject to instructions by  the Board.  The President will also be an ex-officio member of all  committees and will preside at all meetings of members and of the  Board. 

Section 4.  The First Vice President  will assist in carrying out the President’s duties and will preside at  all meetings in the absence of the President.

Section 5.  The Second Vice President and all other officers will accept portfolios as determined by the President. 

Section 6.  The Secretary will keep a record of all proceedings of the Board and of the Society.

Section 7.  The Treasurer will have  custody of the Society’s funds and will disburse the funds as may be  ordered by the Board or vote of the membership.  The Treasurer will  report to the Board of Directors at its regular meetings, or as  requested.  The Treasurer will prepare an annual report on the financial  condition and results of operations of the Society, a copy of which  will be forwarded to the National Audubon Society as they require.  A  summary of the financial status of the Society will be published in the  newsletter annually. Authorized signatures on the checking account will  be the Treasurer, the President or the First Vice President.  Any check  over the amount of $100 requires the signatures of any two of the above  officers.

Section 1.  The five officers will  constitute the Executive Committee.  The Executive Committee will meet  at the call of the President.  The Executive Committee has supervisory  responsibility for the affairs of the Society between Board meetings and  such other responsibilities as the Board may authorize.  A majority  will constitute a quorum.

Section 1. The Finance Committee shall be an ad hoc committee that reports to the Board and which shall consist of no fewer  than three members of the general membership who are not currently  serving on the board or household members of a current board member.  Society members may volunteer for the Finance Committee, or in the event  there are fewer than three volunteers, the Nominating Committee will be  responsible for soliciting members for the Finance Committee. The  Finance Committee will be approved as provided in Article VIII, Section 2  for Board Members.

Section 2. The Finance Committee  shall convene annually to review the annual financial report prepared by  the Treasurer, as well as the annual budget, expenditures, income, and  bank statements. The Finance Committee shall audit the annual financial  report to ensure that income and expenditures are accurately reported.  The Finance Committee shall also review the annual budget and make  recommendations to the Board with respect to the proposed expenditures  listed therein.

Section 3. Once the Finance Committee  has satisfactorily completed its audit of the annual financial report,  the annual financial report shall be published in the Chapter Newsletter  and made available on the Richmond Audubon Society website.

Section 1.  The Editor of the Chapter Newsletter will be the elected Chairperson of the Newsletter/Circulation committee.

Section 2.  The Editor will be  responsible to the Board for the content, publication and distribution  of the Chapter Newsletter and will carry out those duties within the  bounds of the RAS mission statement.

Section 1.  The Board of Directors  will annually appoint prior to the regular January meeting a Nominating  Committee to consist of not less than three (3) members.  The names of  the members of the Nominating Committee will be published in the  newsletter. Suggestions for nominations for officers and directors may  be submitted to the Committee by any member of the Society.

Section 2.  The Nominating Committee  will nominate candidates for officers and directors to succeed those  whose terms expire at the next Annual Meeting.  The Committee’s report  will be presented to the membership at the regular meeting at least one  month prior to the Annual Meeting.  The Chapter Newsletter announcing  the Annual Meeting will publish a listing of the nominees.

Section 3.  Nothing herein contained  will prevent nominations of officers and directors from the floor at the  time of the meeting at which elections are to be held.

The election of officers and directors will take place at the Annual Meeting.

Section 1.  Prior to the beginning of  each program year, the Board will meet, appoint the Chairpersons of the  Standing Committees, and determine the need for any ad hoc committees.  

Section 2.  Standing Committees of the Society will be as follows.

A. Membership 

B. Conservation 

C. Field Trip 

D. Education 

E. Legislation 

F. Newsletter/Circulation 

G. Youth

H. Development

I. IBA /VSO/VAC Liaison 

J. Program 

K. Hospitality

L. Cyberspace

M. Publicity

Section 3.  Chairpersons of Standing  Committees will be elected members of the Board of Directors.  When and  where desired, the President, with the approval of the Board of  Directors, may appoint co-chairpersons of Standing Committees to carry  out the operating duties of the Committee, only one of whom will be  required to attend Board Meetings.  Chairpersons are encouraged to  recruit committee members from the membership of the Society.  

Section 4.  Chairpersons of Standing  Committees may serve a two-year term in office, renewable at the  discretion of the Board of Directors.

Section 5.  The President, with the approval of the Board of Directors, may appoint ad hoc or Task Force committees whose terms of office will be determined by the length of the assignment to be undertaken.

This Society, or its officers or  Board of Directors, will not enter into any commitments binding on the  National Audubon Society without the authorization from the latter.  In  like manner, the National Audubon Society will make no commitments  binding on this Society without its consent.

This Society reserves the right to  terminate its Chapter status on six-months’ notice, given in writing to  the National Audubon Society, in which case all allocation of dues by  the National Audubon Society to this Society will cease on expiration of  the six-months’ period.  The Society recognizes the right of the  National Society to terminate the Chapter relationship on six-months’  notice, given by it to this Society in which case the members of this  Society will continue as members thereof for the balance of the term for  which dues have been paid.

In matters not covered by these Bylaws, Roberts Revised Rules of Order will govern.

The Constitution and Bylaws may be  amended by a two-thirds majority vote of members present and voting at  any regular meeting or at any special meeting thereof, regularly called,  provided a quorum is present. Notice of such amendments will have been  made available to members of the Society on request before said meeting.

The Treasurer and one of either the  President, First Vice President, Second Vice President or Secretary  shall be signatories to the bank account. All checks over $100 shall  require two signatures. The Richmond Audubon Society shall not maintain a  debit card. Members seeking reimbursement for Richmond Audubon Society  expenditures shall submit a Reimbursement Request Form, which is  available in Google Docs and on the Richmond Audubon Society website.  Bank statements will be mailed to a non-signatory on the bank account  who is either the First Vice President, Second Vice President, or  Secretary. Online access to the bank account(s) shall be given to the  designated signatories on the bank account.

Adopted: November 19, 1973

Amended: February 16, 1978

Amended: April 17, 1980

Amended: April 21, 1988

Amended: April 20, 1990

Amended: September 19, 1996

Amended: February 18, 1999

Amended: April 17, 2008

Amended: May 16, 2013

Amended:  March 17, 2016 

Amended:   May 14, 2020