PETOSKEY REGIONAL AUDUBON SOCIETY BYLAWS

REVISED BY-LAWS FOR THE PETOSKEY REGIONAL AUDUBON SOCIETY – Adopted Nov. 9, 2004 1. Name: This organization shall be called the Petoskey Regional Audubon Society, hereafter called PRAS. 2. Affiliation: 2.1. PRAS shall be a chapter of the Michigan Audubon Society, hereafter called MAS. Neither PRAS nor its officers or Board shall enter into any commitments binding on MAS without written authorization from MAS. In like manner, MAS shall make no commitments binding on PRAS without PRAS’s written consent. PRAS reserves the right to terminate its status with MAS upon giving six month’s notice to the MAS President, in writing (including the reasons for the proposed termination). 2.2. PRAS is not organized, nor shall it be operated, for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits, or dividends to the members thereof, or to any private shareholder or individual. PRAS’s property, assets, profits, and net income are irrevocably dedicated to charitable purposes and no part of PRAS’s property, assets, profits, or net income shall ever inure to the benefit of any officer or member thereof or to the benefit of any private shareholder or individual. 2.3. No substantial part of PRAS's activities shall consist of attempting to influence legislation, nor shall PRAS participate in, or intervene in (including the publishing or distributing of statements), any campaign on behalf of any candidate for public office. 2.4. PRAS shall only be dissolved by a two-thirds vote of the active members present at the next regularly scheduled meeting following publication of such intention in the Newsletter or through a special mailing to each active member at least one week prior to the meeting at which the vote is to be taken. If PRAS should elect to cease operations and dissolve its organization, all assets remaining after payment of all debts and liabilities shall be donated to like-minded non-profit organizations committed to the protection of the environment, as the PRAS board may designate. No Officer, Board member, general member, staff member or interested individual shall benefit in any way from dissolution of this organization. 3. Objectives: 3.1. PRAS is dedicated to creating a greater awareness, appreciation, and understanding of the inter-relatedness of all Michigan's wild places and wild life and the need for stewardship, with emphasis on our local region. PRAS is also dedicated to fostering an active community of birders by sharing knowledge and experience whenever possible. 3.2. PRAS shall accomplish its objectives through its monthly programs, field trips, and other activities; it shall cooperate with and support public agencies and private organizations devoted to the interest of conservation and education in the field of natural resources. 4. Membership: 4.1. Membership is open to anyone supporting PRAS’s objectives, regardless of race, creed, sex, age, national or ethnic origin, religious affiliation, or sexual orientation. A membership year is dated from January 1 to December 31 annually. Only members shall be entitled to vote or hold office. 4. 2. Cost and classes of membership shall be determined by the Board and reviewed periodically. Annual dues and times of payment shall be determined by the Board, which shall have sole power to authorize expenditures of PRAS funds. A financial statement shall be provided to the general membership annually, with a summary to be printed in the Newsletter. 5. Administration: 5.1. PRAS’s governing body, the Executive Board, herein referred to as the Board, shall be composed of seven elected Officers: President, Vice President, Secretary, Treasurer, Field Trip Chair, Conservation Chair, and Newsletter Editor. Term of office shall be for two years beginning July 1. No person may serve as president more than two consecutive two-year terms. 5.2. Election of Officers: Seven Officers shall be elected biennially by the membership at the regular June meeting. By March in an election year, a nominating committee composed of three Officers shall be appointed by the President to present a slate of candidates for Board approval in May. Names and qualifications shall be made known to the membership prior to the June election, at which time Officers shall be voted upon. The candidates with the most votes shall be declared winners. Vacancies among the Officers created by resignation shall be filled at the earliest opportunity by majority vote of the Board. 5.3. PRAS’s fiscal year shall begin on January 1 and end on December 31. 5.4. The President shall schedule Board meetings as needed. Board meetings shall also be called at the request of any three Board members. Four members of the Board shall constitute a quorum. The Board, by policy, may open its meetings to the general membership. Meetings shall be conducted as informally as possible. However, if the president deems it necessary, Robert's Rules of Order shall prevail. 6. Duties of Officers: 6.1. Duties of the President shall be to: Preside at Board and monthly program meetings. Create committees and appoint committee chairs as necessary. Act as PRAS spokesperson at public meetings, hearings, in court, and with the news media. In the absence of, or at the discretion of, the Treasurer, issue and sign PRAS’s checks. 6.2. Duties of the Vice President shall be to: Arrange for speakers or other programs for the monthly program meetings. Perform all the duties of the President, in his or her absence. Perform any other duties the President may assign. 6.3. Duties of the Secretary shall be to: Record PRAS’s proceedings as warranted. Conduct PRAS’s correspondence. Perform any other duties the President may assign. 6.4. Duties of the Treasurer shall be to: Monitor the PRAS mailbox. Collect dues from the members, and maintain a list of current paid members. Maintain a current accounting of PRAS’s general fund, checking account, and cash, and report to the general membership on a regular basis. Pay by check any bills authorized by PRAS or which are routine in nature. Prepare an annual report. Perform any other duties the President may assign. 6.5. Duties of the Conservation Chair shall be to: Communicate to the general membership and the larger community on conservation issues relevant to PRAS’s objectives, keeping in mind that no substantial part of PRAS's activities shall consist of attempting to influence legislation, nor shall PRAS participate in, or intervene in (including the publishing or distributing of statements), any campaign on behalf of any candidate for public office. Perform any other duties the President may assign. 6.6. Duties of the Field Trip Chair shall be to: Coordinate field trips and outings relevant to PRAS’s objectives. Perform any other duties the President may assign. 6.7. Duties of the Newsletter Editor shall be to: Solicit articles, write articles, and edit the Newsletter. Establish deadlines for submittal of material to be included in the Newsletter. Arrange for reproducing the Newsletter. Address, and deliver the Newsletter to PRAS members. Publicize PRAS events in local newspapers. Perform any other duties the President may assign. 7. Other Positions: 7.1. To fulfill other PRAS responsibilities, the president shall, as needed, appoint non-voting persons, chairs and committees subject to approval by a simple majority of the Board. Terms of these positions shall coincide with the terms of elected officers. The President, or Vice President, shall be ex-officio voting members of all committees. These non-voting positions may include, but are not limited to: 7.1.1. Refreshments, to coordinate the provision of refreshments at PRAS’s monthly program meetings. 7.1.2. Greeter, to greet people at PRAS’s monthly program meetings, and to distribute and collect nametags. 7.1.3. Historian, to regularly collect, compile, and store for preservation all PRAS reports, records, and any other items of note. 7.1.4. MAS Chapter Representative, to represent PRAS at MAS functions when possible. 7.1.5. Membership Directory, to produce membership roster for distribution to members annually. 7.1.6. Newsletter Labels, to maintain mailing labels electronically. 7.1.7. Equipment, to tend to PRAS equipment as needed. 7.1.8. Meeting Place, to prepare the meeting room for PRAS’s monthly program meetings. 7.1.9. Listserv, to maintain PRAS’s electronic listserv(s). 7.1.10. Web Master, to update PRAS’s web site as needed. 8. Meetings and Field Trips: 8.1. PRAS shall conduct program meetings on the second Tuesday of each month, except during the summer. PRAS’s annual meeting shall be held in June, where new Officers shall be elected biennially by the membership. All PRAS meetings and field trips shall be open to the public free of charge. 8.2. Each active member of PRAS shall be informed of general membership activities at least one week in advance of the events, through publication in PRAS's newsletter, by mail, or by email. 8.3. All PRAS field trips shall be open to the general public free of charge. 9. Newsletter: The newsletter of PRAS shall be Wildlife Calls, and shall be mailed to all active members monthly, except during summer. 10. Amendments: PRAS’s by-laws may be amended by two-thirds vote of the active members present at the next regularly scheduled meeting following publication in the Newsletter or through a special mailing to each active member at least one week prior to the meeting at which the vote is to be taken. Any amendments shall be submitted to MAS for review, comment, and recommendation. 11. Implementation: The Board serving at the time that this amended by-laws is approved will implement it effective January 1, 2005. These by-laws adopted on November __, 2004 repeal any and all previous PRAS by-laws.