ARTICLE I: NAME
The name of this organization shall be WASHINGTON ORNITHOLOGICAL SOCIETY, hereinafter referred to as the “organization.”
ARTICLE II: PURPOSE
This organization is organized exclusively for Educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.
Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) or (b) by a Corporation contributions to which are deductible under section 170(c) (2) of the Internal Revenue code of 1986 (or corresponding provision of any future United States law).
Upon the dissolution of this Corporation, 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 provision of any future 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 so disposed of shall be disposed by the Court of Common Please of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization of organizations, as said Court shall determine, which are organized and operated
ARTICLE III: MEMBERSHIP
1. Requirements: Any person or family interested in the recreational, educational, or scientific aspects of field ornithology may become a member upon payment of dues. A person may be a member in his/her individual capacity or as a representative of an organization, but not in more than one capacity.
2. Rights: All members have the right to receive the publications of the organization, to attend field trips and meetings of the organization, and to vote for Officers and Directors, and during special elections. Each individual membership shall be entitled to one vote. Each family membership shall be entitled to two votes, which must be cast by two different family members.
3. Classes and Dues: The classes of membership in the organization and annual dues for each class shall be determined by the Board of Directors. All memberships run for a period of twelve months, beginning the month in which dues are received.
ARTICLE IV: BOARD OF DIRECTORS
1. Powers: The control of the property and the conduct of the business and administrative affairs of the organization shall be vested in a Board of Directors, hereinafter referred to as the “Board.” The Board may delegate appropriate responsibility and authority to officers or committees to carry out specific duties.
2. Composition: The Board of the organization shall consist of the following: a President, a Vice-President, a Secretary, a Treasurer, and five (5) additional Directors.
3. Election and Term: The five Directors shall be elected on a staggered basis, so that three are elected one year and two are elected the next. Directors serve for a term of two years, beginning October Ist of the year in which they are elected. Directors may be reelected to no more than two consecutive terms.
4. Meetings: The Board shall meet at least once annually, and at such times as may seem necessary, on the call of the President or any four Board members.
5. Notices: Notice of any special meeting of the Board shall be given to all Board members at least five days in advance, and such meetings may be conducted by telephone.
6. Waiver of Notice: Whenever any notice is required to be given to any Director of the organization by these Bylaws, articles of incorporation or by the laws of the State of Washington, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to giving of such notice.
7. Quorum: At any meeting of the Board, a quorum shall consist of a majority of the members of the Board.
8. Vacancies:The Board shall appoint officers or directors to fill a vacancy which may arise. Such appointment shall be by simple majority of the remaining members of the Board, even though less than a quorum. An officer or director appointed to fill a vacancy shall serve for the unexpired term of that position and until a successor is elected.
9. Actions by Written Consent: Any action required or permitted by these Bylaws, articles of incorporation or by the laws of the State of Washington, to be taken at a meeting of the Directors of the organization, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote, and may be described as such.
10. Compensation: The Officers and Directors of the organization shall receive no compensation for their services as Officers or Directors. Prior approval of the Board is required for expenses, which may be reimbursed when reasonably incurred during the performance of their duties.
ARTICLE V: OFFICERS
1. Officers: The officers of the organization shall be a President, Vice-President, Secretary, and Treasurer.
2. Election and Term of Office: Officers shall be elected by the general membership. They shall serve for a period of one year, beginning October Ist of the year in which they are elected. They may be reelected, but to no more than three consecutive terms in any one office. Elections take place annually in a manner which the Board approves and communicates to the membership at least 60 days in advance.
3. President: The President shall be the chief executive officer of the organization. The President shall preside at all meetings of the organization and of the Board, at which he/she is present.
4. Secretary: The Secretary shall record the proceedings of the organization and of the Board and preside at meetings in the absence of both the President and the Vice-President. The Secretary shall keep the minutes of these meetings as well as reports submitted by officers or committee chairs and other such records as the organization may have, and transmit them to the successor. The Secretary shall provide each member of the Board with minutes of the previous meeting and with the agenda for the next meeting.
5. Treasurer: The Treasurer shall receive and safely keep the organization’s funds. The Treasurer shall disburse the organization’s funds or its checks as the Board may direct or approve. The Treasurer shall keep current and complete books and records of account which may be reviewed by any Director at any reasonable time.
6. Vice-President: In the absence of the President, the Vice-President shall preside at all meetings of the organization and of the Board.
ARTICLE VI: MEETINGS
1. Annual Meeting: A meeting of the members shall be held at least once during each calendar year, at a time and place set by the Board, for the purpose of transacting such business as may be brought before the meeting. Notice of the annual meeting shall be given to members at least 15 days in advance.
2. Special Meetings: Special meetings of the members may be called, as determined by the Board, with notice given to all members at least 15 days in advance.
3. Quorum: Twenty-five member in good standing, present in person, or fifty (50%) percent of current members in good standing, present and in person, whichever is less, shall constitute a quorum for any meeting of the general membership.
1. General: The financial affairs of the organization require the involvement of a trained professional.
2. Consultant: The President, with approval of the Board, shall appoint a Consultant to give periodic overviews of the financial accounts of the organization, and to advise the Board on the legal aspects of accounting and tax matters.
ARTICLE VIII: PUBLICATIONS
1. General: The official publications of the organization are Washington Birds and WOSNews. Special publications may also be issued.
2. Editor: The President, with approval of the Board, shall appoint an Editor for Washington Birds and for WOSNews: Subject to Board approval, each Editor shall have the responsibility and authority necessary for the preparation and publication of Washington Birds and WOSNews. An officer or Director may also serve as Editor.
ARTICLE IX: COMMITTEES
a. The President, with approval of the Board, shall appoint committee chairs. The Board shall review the performance of the committees and their chairs annually.
b. The Washington Bird Records Committee (WBRC) is a standing committee of the organization. All other committees shall be established as needed by the President, with approval of the Board.
a. Committee members and chairs shall be members in good standing, but need not be officers or directors of the organization.
b. Members of the WBRC shall be appointed by the President, with approval of the Board and the WBRC Chair. They shall be appointed for a term of three years and may be reappointed for a second three-year term, after which time they must step down for a period of at least one year before being considered for reappointment.
c. Members of all other committees will be appointed by the respective committee chairs.
3. Rules: a. Each committee, for its own government, may adopt rules and procedures not inconsistent with these Bylaws or with rules adopted by the Board.
ARTICLE X: BYLAWS
1. Amendment: The Bylaws may be amended or repealed by majority vote of the members voting at any annual or special meeting. New Bylaws and amendments shall be published in WOSNews or by some other means, so that the general membership receives a copy of the changes at least 15 days before the vote.
2. Distribution: The Secretary shall deliver to every new officer and director a copy of the current Bylaws and copy of whatever written procedures are in use at the time.
ARTICLE XI: PARLIAMENTARY PROCEDURE
1 – Rules: The rules contained in any modem edition of Robert’s Rules of Order shall govern the organization in all cases in which they are applicable and in which they are not inconsistent with the Bylaws of the organization.
ARTICLE XII: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Each Director of officer now or hereafter serving the organization, and his/her respective heirs, executors, and personal representatives shall be indemnified by the organization against expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit or proceeding in which he/she is made a party by reason of being or having been such Director or officer, except in relation to matters as to which he/ she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duties; but such indemnification shall not be deemed exclusive of any other rights to which such person may be entitled under these Bylaws, agreement, vote of such Board or Directors, or otherwise.
ARTICLE XIII: FISCAL YEAR
The fiscal year of the organization shall be the calendar year. ADOPTED this 6th day of October 1988.
[signed] Frederick Bird [signed]
Philip W. Mattocks, Jr.
Revised October 2010