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 Pleas 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 members 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.
ARTICLE VII: FINANCIAL CONSULTANT
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
1. Establishment:
a. The President, with approval of the Board, shall appoint committee chairs.
An exception is the Washington Birds Records Committee, which
shall select its own chair and forward the name to the WOS
President and Board for approval. 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.
2. Membership:
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 selected by the members of the
committee from the WOS membership with approval of the WOS
President and Board . They shall be appointed for a term of seven years,
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 modern 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 or 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
Revised October 2020 (Approved by vote of WOS membership concluding on
9/21/2020)