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ARTICLE II - PURPOSES
The purposes of the Society 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 1:
Any person interested in the purposes of the Society is eligible for membership. Membership is established by paying the membership dues, which shall be set by the Board of Directors.

Section 2:
Initial membership dues shall be paid at the time of application for membership. Membership shall be effective for one year from the date initial dues are paid, and may be renewed annually. If renewal dues are not paid within three (3) months of being due, that membership shall be terminated. Full payment of dues will
reinstate the membership and establish a new anniversary and renewal date of one year from the date of reinstatement.

Section 3:
Members of the Society enjoy certain rights and privileges. Members who belong only to the National Audubon Society may be granted some of those rights and
privileges, as directed by the Board of Directors.

ARTICLE IV – MEMBER MEETINGS

Section 1:
Meetings of the members shall be held a minimum of four times per year, including the Annual Meeting, unless otherwise directed by the Board of Directors.
Seattle Audubon Society By-Laws. The members’ Annual Meeting shall be held in May unless otherwise directed by the Board of Directors.

Section 2:
Special meetings of the members may be called by the President of the Board of Directors, or pursuant to resolution of the Board of Directors. At least ten days’
notice of such special meeting, stating the purposes thereof, shall be given to the membership.

Section 3:
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 1:
The power and duty to control the property, to conduct the business, and to determine policies of the Society shall be vested in a Board of Directors. Members
of the Board of Directors are referred to herein as “Directors” or “Director.”

Section 2:
There shall be no fewer than 11 and not more than 17 Directors, including the elected officers. All Directors shall be members of the Society in good standing.
Directors shall serve without pay.

Section 2:
The Board of Directors shall hold regular meetings at least six times a year.

Section 3:
The Nominating and Board Development Committee shall recommend candidates for the Board of Directors to the Board, and the Board shall elect new Directors.

Section 4:
New Directors shall serve a term of one year. Thereafter, a Director’s term shall be two years. A maximum of two consecutive two-year terms may be served,
exclusive of terms spent as an officer. There shall be at least a one-year break in service after two consecutive two-year terms are served before a Director is eligible
to reapply for election to a new term. If a past Director is re-elected, the terms of this paragraph regarding one-year and two-year terms shall apply. If a Director is
elected to and assumes the position of an officer during his/her term of service as a Director, than that Director term may be continued and completed after the Director has completed his or her term(s) as an officer.

Section 5:
Special meetings of the Board of Directors may be called by the President or by any five or more Directors. At least five days’ notice of any special meeting shall be
given to each Director by mail, in person, by telephone, or by electronic mail.

Section 6:
A majority of the total number of Directors shall constitute a quorum for the conduct of any business. In the absence of a quorum no formal action may be
Seattle Audubon Society By-Laws taken. A majority of the Directors present at a meeting at which a quorum is present shall be sufficient for the act of the Board, unless the act of a greater number is required by law. A Board vote may be conducted in any manner that is consistent with the laws of Washington.

Section 7:
The Board of Directors shall at all times have an Executive Committee consisting of the elected officers of the Society as described below in Article VI as well as the
immediate past president (if able). The Executive Committee shall appoint chairs of Standing Committees, shall select and approve the staff member(s) to serve on
the Program Committees, and shall approve all chairs of special and ad hoc committees appointed by the President. The Executive Committee shall carry out
additional instructions as set forth by the Board of Directors and shall also act on matters of emergency between Board meetings in the event that immediate action
is required and calling a special meeting is impractical, impossible, or inadequate. All actions of the Executive Committee shall be made in good faith and shall be
reported to the full Board at the next Board meeting.

ARTICLE VI – BOARD OFFICERS

Section 1:
The officers of the Society shall be President, Vice-President, Secretary, Treasurer, and such other officers as the Board may designate.

Section 2:
The election of officers shall take place at the Annual Meeting of the members. Officers shall assume office at the start of the fiscal year and shall hold office for
two years. The President shall not hold office for more than one two-year term in a row, i.e., the President shall not hold office for consecutive terms. The Vice-
President, Secretary, Treasurer and any other designated officer shall not hold office for more than two consecutive two-year terms. In the event of a vacancy in
an elective office, the Board of Directors will elect a person to fill the un-expired term.

Section 3:
The Nominating and Board Development Committee shall prepare a slate of one or more candidates for each office of the Society. The slate shall be published in the
Society’s newsletter that precedes the Annual Meeting, regardless of whether that newsletter is sent electronically and/or via U.S. Mail, along with contact
information for one or more representatives of the Committee so that Society members may make further nominations directly to the Committee. Also, if
possible, the slate shall also be announced at the members’ meeting that precedes the Annual Meeting, and members may also make further nominations from the
floor at that meeting. Any nomination requires that the consent of the proposed nominee has been obtained. Nominations shall close at the adjournment of the
members’ meeting that precedes the Annual Meeting or within ten days after the publication of the Society’s newsletter that precedes the Annual Meeting,
whichever occurs later. In the event there is no contest, the slate of candidates, as presented by the Nominating and Board Development Committee, shall be
accepted in toto.

Section 4: PRESIDENT
The President shall preside at all meetings of the Board of Directors and shall supervise all aspects of the Society’s work, subject to instructions of the Board.

Section 5: VICE-PRESIDENT
The Vice-President shall preside at all meetings in the absence of the President and otherwise shall assist the President in the carrying out of the President’s duties.

Section 6: SECRETARY
The Secretary shall create and maintain (at the Society’s offices) a record of all meetings of the Board of Directors and shall ensure that the default parliamentary
rules (Robert’s Rules of Order, as described in Article IX) are followed during all meetings of the Board of Directors.

Section 7: 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 make a financial report at Board meetings and at least annually to the membership at a meeting of the
members. 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, subject to the President’s approval. Persons
authorized to sign checks on behalf of the Society shall be approved by the Board.

ARTICLE VII - STANDING COMMITTEES

Section 1:
There shall be two types of Standing Committees: Program Committees and Oversight Committees.

Section 2:
Subject to the specific requirements for the Nominating and Board Development Committee described in Section 6 below, each Standing Committee shall when
practical consist of at least three (3) committee members. At least one member of every Standing Committee shall be a Director. All Committee members must be
members of the Society.

Section 3:
A chair for each Standing Committee shall be appointed by the Executive Committee. The Chair of the Oversight Committees shall be a Director. The Chair
of the Program Committees may be any member of the Committee.

Section 4:
The Program Committees and their functions shall be as follows:
A. Conservation: It shall be the duty of this committee to keep informed on local, regional, state and national legislative and governmental administrative matters and on private actions affecting the conservation of wildlife, plants and their habitats. The Committee shall 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. The
Conservation Committee must at all times include at least one member of the Society’s staff, as selected and approved by the Executive Committee.
B. Education: It shall be the duty of this committee to promote and support educational activities and programs conducted by the Society. The Education Committee must at all times include at least one member of the Society’s staff, as selected and approved by the Executive Committee.
C. 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 committees and to the
Board as they may require. The Science Committee must at all times include at least one member of the Society’s staff, as selected and approved by the Executive
Committee.

Section 5:
The Oversight Committees and their functions shall be as follows:
A. Fundraising & Development: It shall be the duty of the Fundraising & Development Committee to advise and assist the Board in raising funds for the use of the Society and in cultivating and maintaining relationships with donors.
B. Finance: It shall be the duty of the Finance Committee to provide information and recommendation to the Board of Directors regarding the Society’s finances, and to
facilitate and ensure the review of the books and accounting systems of the Society. The Finance Committee shall also ensure that an annual review is performed by a
committee of non-Board members of the Society or by a third party or parties.
C. Membership & Outreach: It shall be the duty of the Membership & Outreach Committee to promote and encourage Society membership and to facilitate outreach events and activities in order to maintain and strengthen Society membership.
D. Nominating & Board Development: It shall be the duty of the Nominating & Board Development to recruit and present potential Director candidates to the Board, to prepare the slate of Officers for the members to vote on, and to assist Directors in developing their knowledge and skills as Directors. The names of the members of this Committee shall be made known to members of the Society and any member of the Society may make suggestions to the Committee for officer nominations and Board of Directors membership.
E. Personnel: It shall be the duty of the Personnel Committee to conduct an annual evaluation of the Executive Director, to create and maintain personnel-related policies of the Society, and to address personnel matters as they may arise.

Section 6:
Notwithstanding the terms of Section 2, the Nominating & Board Development Committee shall at all times consist of four (4) members. None of the Nominating
& Board Development Committee’s four members may be Board officers, and two of the four must not be Directors.

Section 7:
The President shall at all times ensure that the Standing Committees meet the requirements of this Article VII. The Board may, by a majority vote, remove from
service any member of any Standing Committee.

Section 8:
The Board may from time to time establish special or ad hoc committees by a vote of a majority of the Board. The resolution of the Board shall define the special or
ad hoc committee’s purpose, general duties, and duration. The President shall appoint a Chair of any special or ad hoc committee, subject to Executive
Committee approval as described above in Article V Section 7.

Section 9:
The President shall be given timely notice of all Committee meetings.

ARTICLE VIII - MARTIN MILLER FUND COMMITTEES

Section 1:
The committees established in this section (the Martin Miller Wildlife Sanctuary Fund Committee and the Martin Miller Habitat Selection Committee) shall manage and
administer the Martin Miller Wildlife Sanctuary Fund and related funds. The Board of Directors shall appoint the members of these 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.

Section 2:
It shall be the duty of the Martin Miller Wildlife Sanctuary Fund Committee 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 none of the authority delegated to the Martin Miller
Habitat Selection Committee. All meetings of this committee shall be announced and open to Society members.

Section 3:
It shall be the duty of the Martin Miller Habitat Selection Committee 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. This committee shall
consist of a minimum of seven members selected by the Board of Directors for their expert ability to select habitat projects. All meetings of this committee shall
be announced and open to Society members.

ARTICLE IX - 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.

ARTICLE X – CHANGES AND AMENDMENTS TO BY-LAWS
Amendments to the Society’s By-laws may be proposed by a majority of the Board of Directors. Notice of any proposed amendments shall be given to the members at
least twenty days before the next members’ meeting 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 XI - 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.

ARTICLE XII – FISCAL YEAR
The Society’s fiscal year shall run from July 1 to June 30th of the following year.

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