Current_Bylaws

ARTICLE II PURPOSES
The purposes of the corporation are
A. To promote the study and conservation of birds and other wildlife, their habitat, plants, soil and water;
B. To increase public appreciation of the values of wildlife, plants and the natural environment; and to stimulate action to preserve and protect it;
C. To reinforce one another's commitment to A and B above, as a society of members with compatible interests;
D. To cooperate with National Audubon Society, other Audubon chapters, and other organizations and agencies with compatible purposes.

ARTICLE III MEMBERS

SECTION ONE
Any person interested in the purposes of the society is eligible for membership.

SECTION TWO
Classes of membership shall be as follows:
1. Those maintained by the National Audubon Society.
2. Members of the local Seattle Audubon Society only.
3. Students.

SECTION THREE
Dues for class 2 and 3 members shall be set by the Board of Directors. All other dues shall be the same rate as prescribed by the National Audubon Society. Should renewal of membership dues not be paid within three (3) months after the time they are due, a member so in default shall be dropped from the rolls.

SECTION FOUR
All classes of members shall enjoy all the rights and privileges pertaining to the members of Seattle Audubon Society.

SECTION FIVE
Membership dues shall be payable at the time of application and shall be effective for one year from that date, except that in the case of life members, dues shall be paid in full in one sum at the time of application.

SECTION SIX
Not withstanding section 2 to 5 inclusive just preceding, no fully paid-up members as of November 15, 1962 shall be deprived of the rights and privileges of membership in the local Seattle Audubon Society only, if they elect not to become joint members of the National Audubon Society. Such members shall continue to pay dues as set by the Board of Directors.

ARTICLE IV MEMBER MEETINGS

SECTION ONE
Regular meetings of the members shall be monthly, except for the months of June, July, August and December, unless otherwise directed by the Board of Directors.

SECTION TWO
The annual Member's meeting of the society shall be held in May unless otherwise directed by the Board of Directors.

SECTION THREE
Special meetings of the members may be called by the President, or pursuant to resolution of the Board. Ten days written notice of such special meeting, stating the objects thereof, shall be given to each member at his last known post office address.

SECTION FOUR
Twenty-five members shall constitute a quorum for the transaction of business at any duly called meeting of members.

ARTICLE V BOARD OF DIRECTORS

SECTION ONE
The control and conduct of the property and business of the society shall be vested in a Board of Directors. The Board shall also determine the policies of the Society. The size of the Board shall be not less than 16 members and not more than 22 members. The Board shall include the elected officers, the immediate past president, chairs of standing committees, the legal advisor and from a minimum of 4 to a maximum of 10 board members at large, all of whom shall be members in good standing.

SECTION TWO
The Board of Directors shall set the date for its regular monthly meetings by resolution adopted at its first meeting.

SECTION THREE
Special meetings of the Board may be called by the president or by any five members of the Board. At least five days notice of any special meeting shall be given to each member of the Board by mail, in person, or by telephone.

SECTION FOUR
A majority of the total Board shall constitute a quorum for the conduct of any business.

SECTION FIVE
The Executive Committee shall consist of the elected officers of the Society and the chairs of the Conservation and Education standing committees, one other Board member to be appointed by the President, and the immediate Past President. It shall carry out such instructions as set forth by the Board of Directors and act on matters of emergency between Board meetings. It shall approve all chairs of special and ad hoc committees appointed by the President.

ARTICLE VI OFFICERS, THEIR ELECTIONS AND DUTIES

SECTION ONE
The officers of the Society shall be a President, Vice-President, a Secretary, a Treasurer, and such other officers as the Board may designate and as themembers may elect. They shall assume office at the close of the annual Members' meeting, and shall hold office for one year or until their successors are elected. In case a vacancy occurs among the officers before the end of their term of office, the place shall be filled for the un-expired term by the Board of Directors. The President shall not hold office for more than two consecutive years.

SECTION TWO PRESIDENT
The President shall preside at all meetings of the Board of Directors and at all regular or special meetings of the Society as its executive head, and shall supervise all phases of its work, subject to instructions of the Board. The President shall appoint at-large Board members and all committee chairs subject to approval of the Executive Committee, and be a member ex-officio thereof, except the Nominating and Auditing Committees. The President shall be given timely notice of all committee meetings, and shall regularly consult with and direct, subject to instructions of the Board, any employees of the Society.

SECTION THREE VICE-PRESIDENT
The Vice-President shall preside at all meetings in the absence of the President, be ex-officio member of standing committees, and otherwise shall assist the President in the carrying out of the latter's duties.

SECTION FOUR SECRETARY
The Secretary shall keep a record of all the proceedings of the Society and of the Board of Directors, shall send out notices of meetings if requested, and shall conduct and preserve all correspondence relating to the Society and perform such other duties as the Board may direct.

SECTION FIVE TREASURER
The Treasurer is the custodian of the Society's funds and is responsible for keeping accounts, disbursing funds, and providing financial reports in accordance with the Board's direction and Society policies. The Treasurer shall comply with all financial and tax regulations with respect to any employees of the Society, and shall file the necessary reports. The Treasurer shall make a financial report at Board meetings and annually to the membership at such other times as may be requested. The Treasurer is responsible for submitting the Annual Budget for the Society based on Executive Committee guidelines and suggestions, for approval by the Board. The Treasurer shall be assisted by a Finance Committee which shall be formed and chaired by the Treasurer. Persons authorized to sign checks on behalf of the Society shall be approved by the Board.

ARTICLE VII NOMINATIONS AND ELECTIONS

SECTION ONE
It shall be the duty of this committee to prepare a slate of candidates for each office for election, to assist the President with suggestions for committee chair and at-large Board position appointments and shall organize and conduct Board development and training activities. Unless otherwise directed by the Board, the chair shall be the Immediate Past President.
The Board of Directors shall elect annually at its first meeting after the Annual Members' Meeting, a Nominating Committee to consist of the Chair and four (4) members of the Society who are not officers, two (2) of whom are not members of the Board. The names of the members of the committee shall be made known to members of the Society and suggestions for nominations for offices may be submitted to such committee by any member of the Society.

SECTION TWO
This committee shall prepare a slate of one or more candidates for each office of the Society and its report shall be published in the March issue of the Society's newsletter, and presented at the March members' meeting. Further nominations may be made from the floor at this time, provided the consent of the proposed nominee has been obtained. Nominations shall close at the adjournment of that meeting.

SECTION THREE
The election of officers shall take place at the April members' meeting, the full slate having been printed in the April issue of the Society's newsletter.

SECTION FOUR
In the event there is no contest, the slate of candidates, as presented by the Nominating Committee, shall be accepted in toto.

SECTION FIVE
In the event there is a multiple slate of candidates a ballot shall be printed in the April issue of the Society's newsletter with instructions for proper return.

SECTION SIX
A committee consisting of three (3) members shall be appointed at the April members' meeting by the President to serve as tellers.

SECTION SEVEN
The ballot box will be sealed fifteen (15) minutes after the call to order of the April members' meeting. The tellers will count the ballots and will announce the results of the election prior to the adjournment of the meeting.

SECTION EIGHT
In the event of a vacancy in an elective office, the nominating committee shall recommend to the Board of Directors a person to fill the un-expired term. Nominations may also be made from the floor by Board members at that time, provided the consent of the proposed nominee has been obtained. The Board will then elect the replacement.

SECTION NINE
The Nominating Committee shall serve for one year from their election.

ARTICLE VIII SPECIAL COMMITTEES

SECTION ONE AUDITING COMMITTEE
The Board shall provide for the annual review of the books and accounting systems of the Society. This review shall be performed by a committee of non-board members of the Society or by a third party or parties.

SECTION TWO HISTORICAL COMMITTEE
A special Historical Committee shall be appointed from time to time to keep a record of activities of the Society that will be one of general interest to the members and community.

SECTION THREE MARTIN MILLER FUND COMMITTEES

A. GENERAL PROVISIONS
The committees established in this section shall manage and administer the Martin Miller Wildlife Sanctuary Fund and related funds. The Board of Directors shall appoint the members of the committees and, from the committee members, a chair for each committee. Committee members shall serve until they resign or are removed. The Board of Directors may remove a committee member with or without cause at any time.
The President may, but need not, designate the chair of either or both of these committees as voting members of the Board of Directors. The designation shall not be effective until approved by a majority of the Executive Committee. Upon confirmation, the chair(s) so designated as voting board members shall have the same voting rights as the chairs of standing committees governed by Article IX.

B. MARTIN MILLER WILDLIFE SANCTUARY FUND
It shall be the duty of this committee, upon delegation of authority from the Board of Directors, to administer the "Martin Miller Wildlife Sanctuary Fund" in accordance with the terms of the Last Will and Testament of Martin B. Miller dated December 18, 1985. The Martin Miller Wildlife Sanctuary Fund shall consist of the funds received from the Martin Miller estate for the sole purpose of, restricted to, providing earnings to acquire habitats to be protected in perpetuity for plants, animals, birds and fish in their ecosystems. This committee's responsibilities shall include, but not be limited to, investment of Martin Miller Wildlife Sanctuary Funds, and solicitation at least annually for additional contributions to the capital fund to increase earnings. Any additional contributions may be segregated from the funds received from the estate, and shall not be subject to the restrictions contained in the Will. This committee shall have no authority delegated to the Miller Fund Special Habitat Selection Committee. All meetings of the committee shall be announced and open to members.

C. MARTIN MILLER SPECIAL HABITAT SELECTION
It shall be the duty of this committee, upon delegation of authority from the Board, to manage the Martin Miller Wildlife Sanctuary Fund by: (1) Establishing criteria for, (2 developing a project proposal format for, and (3 ) recommending distribution of earnings from the Martin Miller Wildlife Sanctuary Fund. The committee shall consist of a minimum of seven members selected by the Board for their expert ability to select habitat projects. All meetings of this committee shall be announced and open to members.

SECTION FOUR PROGRAM
It shall be the duty of this committee to make all plans and arrangements for the Member Meetings of the Society, to make all plans and arrangements for the Annual Meeting and to plan and conduct such social gatherings as the Board may direct.

SECTION FIVE FIELD TRIPS
It shall be the duty of this committee to plan and organize field trips for the Society.

SECTION SIX MARKETING AND COMMUNICATIONS
It shall be the duty of this committee to ensure that all of the organization's communications to members and the public reflect Seattle Audubon Society's identity and position as the premier organization for birds and nature in the Puget Sound region. This committee will establish policies and procedures for publicizing the purposes, views, activities and programs of the Society, and advise members of the Board and staff on marketing and publicity activities.

SECTION SEVEN PUBLICATIONS
It shall be the duty of this committee to promote the publications and sale of publications produced by the Society or related to the purposes of the Society.

SECTION EIGHT NEWSLETTER
It shall be the duty of this committee to publish the official newsletter of the Society, determining the content in accordance with the policies and program of the Society. The Chair of this committee shall serve as Publisher of the Society's newsletter.

SECTION NINE VOLUNTEER
It shall be the duty of this committee to establish policy and oversee the recruitment, training and support of volunteers to serve the organization.

ARTICLE IX STANDING COMMITTEES

SECTION ONE
The President shall appoint a chair for all standing committees at the beginning of the term, or fill vacancies as they may occur throughout the current year, subject to approval by the elected officers. Each appointment shall be for a term expiring at the next Annual Meeting.

SECTION TWO
No Standing Committee chair shall serve in more than one Board position concurrently unless provided for in these by-laws or as approved by the Board.

SECTION THREE
All Standing Committees shall when practical consist of at least three (3) members, two of whom are not Board Members.

SECTION FOUR
In the event of two (2) unexcused absences from Board meetings, or failure to perform assigned tasks, the position may be declared vacant and a new appointment made by the President.

SECTION FIVE
The Standing Committees and their functions shall be as follows:
A. MEMBERSHIP
It shall be the duty of the Membership Committee to conduct all membership campaigns, to promote membership retention, to maintain any records necessary and to carry on any correspondence required by National Audubon Society.
B. CONSERVATION
It shall be the duty of this committee to keep informed on local, regional, state and national legislative and governmental administrative matters and private actions affecting the conservation of wildlife, plants and their natural environment, advise the Board of Directors and the members of its findings, and act for the Board and members in presenting the views of the Society to agencies, individuals and the public on such matters. It shall also be the duty of this committee to coordinate with the policies of the National Society insofar as conservation measures and policies of National scope are concerned.

C. EDUCATION
It shall be the duty of this committee to promote educational activities in matters pertaining to the purposes of the Society.

D. NATURE RESERVES
It shall be the duty of this committee to supervise the planning, acquisition and maintenance of Sanctuary lands as approved by the Board of Directors.

E. SCIENCE
It shall be the duty of this committee to work cooperatively with other regional organizations and agencies to improve scientific knowledge of birds and their habitats. The committee shall coordinate the Christmas Bird Count and other volunteer-based research projects; develop and maintain publicly accessible information resources; promote training and education of members in field work and record keeping; and provide scientific advice to other SAS committees and to the Board as they may require.

F. DEVELOPMENT
It shall be the duty of this committee to advise and assist the Board in raising funds for the use of the Society.

SECTION SIX
In addition, the President shall appoint Board Members at Large, subject to approval of the elected officers, to carry out specific duties as assigned.

ARTICLE X LEGAL ADVISOR
It shall be the duty of this person to provide information and advice of a legal nature as required by the board and provide liaison between the Society and the legal community.

ARTICLE XI PARLIAMENTARY AUTHORITY
In matters not covered by these By-laws, and in conducting meetings, the current edition of Robert's Rules of Order shall govern. The President shall appoint a Parliamentarian from the membership of the Board at its first meeting to serve for one year.

ARTICLE XII AMENDMENTS
Amendments to the bylaws of this Society may be proposed by a majority of the Board of Directors. Notice of any proposed amendments shall be given to the members in the newsletter of the Society or at a special meeting of the members. Such proposed amendments shall be acted upon at the following members' meeting. Amendments shall be adopted by the affirmative vote of two-thirds (2/3) of the Society's members present, provided they constitute a quorum.

ARTICLE XII INDEMNIFICATION
To the full extent permitted by law, the Seattle Audubon Society shall indemnify any person who was or is a party or is threatened to be named a party to any civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the right of the Seattle Audubon Society or otherwise) by reason of the fact that he/she is or was a Director or Officer of the Seattle Audubon Society, or is or was serving at the request of the Seattle Audubon Society as a Director or Officer of another corporation, against expenses, including attorney's fees, judgments, fines and amounts paid in settlement of any action, suit or proceeding; and the Board may, at any time, approve indemnification of any person which the Seattle Audubon Society has power to indemnify under the Washington Non-profit Corporation Act. However, this indemnification provision shall not apply 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. This indemnification shall not be deemed exclusive of any other rights to which a person may be entitled under any by-law agreement, vote of the Board of Directors, or as a matter of law or by contract, or otherwise.

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