Constitution and Bylaws

-A +A

EVANSTON NORTH SHORE BIRD CLUB
CONSTITUTION

                                                      
ARTICLE I. NAME

Section 1. This organization shall be known as the EVANSTON NORTH SHORE BIRD CLUB.

ARTICLE II. PURPOSE

Section 1. (a) The purpose of this club shall be to stimulate interest in the study and observation of wild birds, including relation to their habitat; to increase public sentiment in favor of the conservation of natural resources; and to foster meetings of those with a common interest in these subjects.

(b)    This organization shall be operated solely for charitable, educational, and scientific purposes, and for the prevention of cruelty to animals.

(c)    No part of the net earnings of this organization shall inure to the benefit of any member. This organization shall not engage in propaganda or attempt to encourage legislation, or intervene in a political campaign in any substantial manner, and not unless necessary to further the purposes of the organization above described.

ARTICLE III. MEMBERSHIP

Section 1. Anyone interested in the purposes of this club is eligible to join.
Section 2. Membership shall consist of the following classes, all with equal rights and privileges:

Individual

Individual Supporting

Family

Family Supporting

Senior (65 and over) 

Junior

Life/Individual

Life/Family

ARTICLE IV. OFFICERS AND DIRECTORS

Section 1. The Board of directors shall consist of the duly elected officers and the chairmen of permanent committees, as follows:
President
Vice President

Treasurer

Recording Secretary
Corresponding Secretary

Membership Chair

Field Trip Chair

Assistant Field Trip Chair

Program Chair

Conservation Chair

Publicity Chair

Newsletter Editor

Ways and Means Chair

Archivist
 

Section 2. The immediate past President may also serve on the Board of Directors.

Section 3. The officers and directors shall be elected by majority vote of the members of the club present at the April meeting of each year.

Section 4. The term of office for each elected officer and director shall be one year.

Section 5. Vacancies among the officers or permanent committee chairs shall be filled by the Board of Directors.

ARTICLE V. DISSOLUTION

Section 1.  Upon dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the organization is then located, exclusively for the purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE VI. AMENDMENTS
Section 1. Amendments to the Constitution of this club may be proposed by any member of the club. Section 2. To be adopted, a proposed amendment must be approved by a majority of the Board of
Directors, read by the Secretary to the members present at two successive regular meetings of the club, and then accepted by vote of at least two-thirds of the members of the club present at such second meeting.

BYLAWS

ARTICLE 1. DUTIES OF OFFICERS AND COMMITTEE CHAIRMEN

Section 1. The President shall call and preside at all meetings of the club and of the Board of Directors, shall appoint special committees, and shall be a member of each committee of the club, except the Nominating Committee.

Section 2. The Vice President shall assume the duties of the President, in the latter's absence, and shall perform such other duties as the Board of Directors may request.
The Vice President shall work with the Program, Trip and Membership Chairs to produce a Directory containing programs, field trips, membership data and the current dues schedule to be mailed in late July/early August; and work with the Newsletter Editor to proofread and mail the newsletter.

Section 3. The Treasurer shall be the custodian of all monies of the club, shall pay all club bills, memberships and other commitments, shall keep an accurate record of checks and balances, and shall give a financial report at each Board meeting.

Section 4. The Recording Secretary shall keep the minutes of the meetings of the Board of Directors.

Section 5. The Corresponding Secretary shall conduct such club correspondence as may be required. The Corresponding Secretary shall send reminders to Board members of Board meetings and shall acknowledge all contributions to the Club. The Secretary shall arrange with other Board members for the pick-up and distribution of mail from the Post Office Box in a timely manner.
 
Section 6. The Membership Chair shall promote membership in the club, shall keep a current database of all members, shall receive club dues for the Treasurer, shall advise the newsletter editor of names and addresses of new members; shall provide mailing labels as needed.

Section 7. The Field Trip chair shall select dates and localities of field trips, and appoint capable leaders.
The Field Trip chair shall request that all field trip leaders sent trip reports to the newsletter editor and the Archivist.
Section 8. The Assistant Field Trip Chair shall assist the Field Trip Chair.
Section 9. The Program Chair shall arrange programs to be presented at the evening meetings.

Section 10. The Conservation Chair shall be in charge of promoting conservation and shall keep club members informed on legislation and other activities affecting our interests.

Section 11. The Newsletter Editor shall produce Bird Calls on an announced schedule.

Section 12. The Publicity Chair shall endeavor to obtain all possible publicity for the various club activities.

Section 13. The Ways and Means Chair shall keep the club library of educational materials and make them available to members; shall, in cooperation with the Board, develop fund-raising items; shall assist at events at which the Club has a display booth, and shall be responsible for maintaining the club website.

Section 14. The Archivist shall keep an organized file of minutes of Board meetings, Bird Calls, Directories, and other records of interest and shall share information with the Newsletter Editor as appropriate or requested.

Section 15. Officers and Committee Chairs shall make regular reports at Board of Directors meetings.

ARTICLE II. NOMINATIONS AND ELECTIONS

Section 1. The Nominating Committee shall consist of three members, elected by majority vote of the Board of Directors in January or February of each year.

Section 2. At the March general meeting the Nominating Committee shall present a slate of candidates for the various club offices, including chairs of permanent committees. The slate shall be published in the April Bird Calls and announced at the March program meeting.

Section 3. The election of officers and directors of the club shall be held at the annual meeting in April.

ARTICLE III. MEETINGS

Section 1. The President shall call meetings of the club, as directed by the Board of Directors, during the period from September to May, inclusive, of each club year, and shall arrange meeting locations.

Section 2. The President may call a meeting of the Board of Directors about one to two weeks prior to each general meeting.

Section 3. The Vice President shall be in charge of refreshments for general meetings.

 ARTICLE  IV, DUES                

Section 1. Dues for all classes of membership shall be determined from time to time by the Directors, and shall be listed in the annual Membership Directory.

ARTICLE V. CONDUCT OF MEETINGS

Section 1. All meetings of the club, and all meetings of the Board of Directors, shall be conducted in accordance with Robert's Rules of Order.

ARTICLE VI. AMENDMENTS

Section 1. Amendments to the Bylaws of the club may be proposed by any member.

Section 2. To be adopted, a proposed amendment must be approved by a majority of the Board of Directors and accepted by majority vote of the members of the club present at a regularly called meeting.

ARTICLE VII.  INDEMNIFICATION

Section 1.  The Evanston North Shore Bird Club shall indemnify, defend, and hold harmless any or all board members from any loss, liability, damage, claim, lien, fine, tax matter, cost, or expense (including reasonable attorney’s fees) sustained or incurred by any such board member acting in his or her official capacity or as a result of any decision, act or omission concerning the business or activities of the club, provided that such board member is not guilty of gross negligence or willful misconduct and was acting in good faith.

       To the extent permitted by law, this article shall be retroactive to cover any past conduct that may result in loss, liability, damage, claim, lien, fine, tax matter, cost or expense including reasonable attorney fees as set out above.