SBDN Bylaws - February, 2004
SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation is located in Wake
County, State of North Carolina.
SECTION 2. CHANGE OF ADDRESS
The designation of the county or state of the corporation's
principal office may be changed by amendment of these Bylaws. The
Board of Directors may change the principal office from one
location to another within the named county by noting the changed
address and effective date below, and such changes of address
shall not be deemed, nor require, an amendment of these Bylaws:
SECTION 3. OTHER OFFICES
The corporation may also have offices at such other places,
within or without its state of incorporation, where it is
qualified to do business, as its business and activities may
require, and as the board of directors may, from time to time,
designate.
SECTION 1. IRC SECTION 501(C)(3) PURPOSES
This corporation is organized exclusively for one or more of the
purposes as specified in Section 501(c)(3) of the Internal
Revenue Code, including, for such purposes, the making of
distributions to organizations that qualify as exempt
organizations under Section 501(c)(3) of the Internal Revenue
Code.
SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES
The specific objectives and purposes of this corporation shall
be: publishing a newsletter to provide information to the public
about current research, conservation, and management of bats in
the southeastern Unites States, to disseminate information about
the importance of bat conservation to the public, to encourage
scientific research focused on bat conservation, to maintain a
current directory of biologists engaged in bat research,
conservation, and management in the southeastern United States,
and to host meetings providing a forum for biologists to present
results of past research, conservation and management and discuss
opportunities to collaborate on future projects.
SECTION 1. NUMBER
The corporation shall have ten (10) directors and collectively
they shall be known as the Board of Directors.
SECTION 2. QUALIFICATIONS
Directors shall be of the age of majority in this state. Other
qualifications for directors of this corporation shall be as
follows: must be a member of the Southeastern Bat Diversity
Network.
SECTION 3. POWERS
Subject to the provisions of the laws of this state and any
limitations in the Articles of Incorporation and these Bylaws
relating to action required or permitted to be taken or approved
by the members, if any, of this corporation, the activities and
affairs of this corporation shall be conducted and all corporate
powers shall be exercised by or under the direction of the Board
of Directors.
SECTION 4. DUTIES
It shall be the duty of the directors to: (a) Perform any and all
duties imposed on them collectively or individually by law, by
the Articles of Incorporation, or by these Bylaws; (b) Appoint
and remove, employ and discharge, and, except as otherwise
provided in these Bylaws, prescribe the duties and fix the
compensation, if any, of all officers, agents and employees of
the corporation; (c) Supervise all officers, agents and employees
of the corporation to assure that their duties are performed
properly; (d) Meet at such times and places as required by these
Bylaws; (e) Register their addresses with the Secretary of the
corporation, and notices of meetings mailed or telegraphed to
them at such addresses shall be valid notices thereof.
SECTION 5. TERM OF OFFICE
Each director shall hold office for a period of two (2) years and
until his or her successor is elected and qualifies. Five
directors will be elected annually.
SECTION 6. COMPENSATION
Directors shall serve without compensation except that a
reasonable fee may be paid to directors for attending regular and
special meetings of the board. In addition, they shall be allowed
reasonable advancement or reimbursement of expenses incurred in
the performance of their duties.
SECTION 7. PLACE OF MEETINGS
Meetings shall be held at the principal office of the corporation
unless otherwise provided by the board or at such other place as
may be designated from time to time by resolution of the Board of
Directors.
SECTION 8. REGULAR MEETINGS
Regular meetings of Directors shall be held during the annual
Southeastern Bat Diversity Network meetings. If this corporation
makes no provision for members, then, at the regular meeting of
directors held during the annual Southeastern Bat Diversity
Network meetings, directors shall be elected by the Board of
Directors. Voting for the election of directors shall be by
written ballot. Each director shall cast one vote per candidate,
and may vote for as many candidates as the number of candidates
to be elected to the board. The candidates receiving the highest
number of votes up to the number of directors to be elected shall
be elected to serve on the board.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the
Chairperson of the Board, the President, the Vice-President, the
Secretary, by any two directors, or, if different, by the persons
specifically authorized under the laws of this state to call
special meetings of the board. Such meetings shall be held at the
principal office of the corporation or, if different, at the
place designated by the person or persons calling the special
meeting.
SECTION 10. NOTICE OF MEETINGS
Unless otherwise provided by the Articles of Incorporation, these
Bylaws, or provisions of law, the following provisions shall
govern the giving of notice for meetings of the board of
directors: (a) Regular Meetings. No notice need be given of any
regular meeting of the board of directors. (b) Special Meetings.
At least one week prior notice shall be given by the Secretary of
the corporation to each director of each special meeting of the
board. Such notice may be oral or written, may be given
personally, by first class mail, by telephone, or by facsimile
machine, and shall state the place, date and time of the meeting
and the matters proposed to be acted upon at the meeting. In the
case of facsimile notification, the director to be contacted
shall acknowledge personal receipt of the facsimile notice by a
return message or telephone call within twenty four hours of the
first facsimile transmission. (c) Waiver of Notice. Whenever any
notice of a meeting is required to be given to any director of
this corporation under provisions of the Articles of
Incorporation, these Bylaws, or the law of this state, a waiver
of notice in writing signed by the director, whether before or
after the time of the meeting, shall be equivalent to the giving
of such notice.
SECTION 11. QUORUM FOR MEETINGS
A quorum shall consist of 50% of the members of the Board of
Directors. Except as otherwise provided under the Articles of
Incorporation, these Bylaws, or provisions of law, no business
shall be considered by the board at any meeting at which the
required quorum is not present, and the only motion which the
Chair shall entertain at such meeting is a motion to adjourn.
SECTION 12. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the directors
present at a meeting duly held at which a quorum is present is
the act of the Board of Directors, unless the Articles of
Incorporation, these Bylaws, or provisions of law require a
greater percentage or different voting rules for approval of a
matter by the board.
SECTION 13. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the
Chairperson of the Board, or, if no such person has been so
designated or, in his or her absence, the President of the
corporation or, in his or her absence, by the Vice President of
the corporation or, in the absence of each of these persons, by a
Chairperson chosen by a majority of the directors present at the
meeting. The Secretary of the corporation shall act as secretary
of all meetings of the board, provided that, in his or her
absence, the presiding officer shall appoint another person to
act as Secretary of the Meeting. Meetings shall be governed by
Roberts' Rules of Order, insofar as such rules are not
inconsistent with or in conflict with the Articles of
Incorporation, these Bylaws, or with provisions of law.
SECTION 14. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death,
resignation or removal of any director, and (2) whenever the
number of authorized directors is increased. Any director may
resign effective upon giving written notice to the Chairperson of
the Board, the President, the Secretary, or the Board of
Directors, unless the notice specifies a later time for the
effectiveness of such resignation. No director may resign if the
corporation would then be left without a duly elected director or
directors in charge of its affairs, except upon notice to the
Office of the Attorney General or other appropriate agency of
this state. Directors may be removed from office, with or without
cause, as permitted by and in accordance with the laws of this
state. Unless otherwise prohibited by the Articles of
Incorporation, these Bylaws or provisions of law, vacancies on
the board may be filled by approval of the board of directors. If
the number of directors then in office is less than a quorum, a
vacancy on the board may be filled by approval of a majority of
the directors then in office or by a sole remaining director. A
person elected to fill a vacancy on the board shall hold office
until the next election of the Board of Directors or until his or
her death, resignation or removal from office.
SECTION 15. NONLIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts,
liabilities, or other obligations of the corporation.
SECTION 16.INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
The directors and officers of the corporation shall be
indemnified by the corporation to the fullest extent permissible
under the laws of this state.
SECTION 17. INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the
Board of Directors may adopt a resolution authorizing the
purchase and maintenance of insurance on behalf of any agent of
the corporation (including a director, officer, employee or other
agent of the corporation) against liabilities asserted against or
incurred by the agent in such capacity or arising out of the
agent's status as such, whether or not the corporation would have
the power to indemnify the agent against such liability under the
Articles of Incorporation, these Bylaws or provisions of law.
SECTION 1. DESIGNATION OF OFFICERS
The officers of the corporation shall be a President, a
President Elect, a Secretary, and a Treasurer. The corporation may also
have a Chairperson of the Board, one or more Vice Presidents,
Assistant Secretaries, Assistant Treasurers, and other such
officers with such titles as may be determined from time to time
by the Board of Directors.
SECTION 2. QUALIFICATIONS
Any member may serve as officer of this corporation.
SECTION 3. ELECTION AND TERM OF OFFICE
Officers shall be elected by the Board of Directors, and shall hold
office for a period of two (2) years and until his or her successor is
elected and qualifies.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the
Board of Directors, at any time. Any officer may resign at any
time by giving written notice to the Board of Directors or to the
President or Secretary of the corporation. Any such resignation
shall take effect at the date of receipt of such notice or at any
later date specified therein, and, unless otherwise specified
therein, the acceptance of such resignation shall not be
necessary to make it effective. The above provisions of this
SECTION shall be superseded by any conflicting terms of a
contract which has been approved or ratified by the Board of
Directors relating to the employment of any officer of the
corporation.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal,
disqualification, or otherwise, of any officer shall be filled by
the Board of Directors. In the event of a vacancy in any office
other than that of President, such vacancy may be filled
temporarily by appointment by the President until such time as
the Board shall fill the vacancy. Vacancies occurring in offices
of officers appointed at the discretion of the board may or may
not be filled as the board shall determine.
SECTION 6. DUTIES OF PRESIDENT
The President shall be the chief executive officer of the
corporation and shall, subject to the control of the Board of
Directors, supervise and control the affairs of the corporation
and the activities of the officers. He or she shall perform all
duties incident to his or her office and such other duties as may
be required by law, by the Articles of Incorporation, or by these
Bylaws, or which may be prescribed from time to time by the Board
of Directors. Unless another person is specifically appointed as
Chairperson of the Board of Directors, the President shall
preside at all meetings of the Board of Directors and, if this
corporation has members, at all meetings of the members. Except
as otherwise expressly provided by law, by the Articles of
Incorporation, or by these Bylaws, he or she shall, in the name
of the corporation, execute such deeds, mortgages, bonds,
contracts, checks, or other instruments which may from time to
time be authorized by the Board of Directors.
SECTION 7. DUTIES OF THE PRESIDENT ELECT
In the absence of the President, or in the event of his or her
inability or refusal to act, the President Elect shall perform all
the duties of the President, and when so acting shall have all
the powers of, and be subject to all the restrictions on, the
President. The President Elect shall have other powers and perform
such other duties as may be prescribed by law, by the Articles of
Incorporation, or by these Bylaws, or as may be prescribed by the
Board of Directors. After the two (2) year term as President Elect, he/she
serves as President for the two(2)years following the term as President
Elect.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
Certify and keep at the principal office of the corporation the
original, or a copy, of these Bylaws as amended or otherwise
altered to date. Keep at the principal office of the corporation
or at such other place as the board may determine, a book of
minutes of all meetings of the directors, and, if applicable,
meetings of committees of directors and of members, recording
therein the time and place of holding, whether regular or
special, how called, how notice thereof was given, the names of
those present or represented at the meeting, and the proceedings
thereof. See that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law. Be
custodian of the records and of the seal of the corporation and
affix the seal, as authorized by law or the provisions of these
Bylaws, to duly executed documents of the corporation. Keep at
the principal office of the corporation a membership book
containing the name and address of each and any members, and, in
the case where any membership has been terminated, he or she
shall record such fact in the membership book together with the
date on which such membership ceased. Exhibit at all reasonable
times to any director of the corporation, or to his or her agent
or attorney, on request therefor, the Bylaws, the membership
book, and the minutes of the proceedings of the directors of the
corporation. In general, perform all duties incident to the
office of Secretary and such other duties as may be required by
law, by the Articles of Incorporation, or by these Bylaws, or
which may be assigned to him or her from time to time by the
Board of Directors.
SECTION 9. DUTIES OF TREASURER
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and
securities of the corporation, and deposit all such funds in the
name of the corporation in such banks, trust companies, or other
depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the
corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation
as may be directed by the Board of Directors, taking proper
vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the
corporation's properties and business transactions, including
accounts of its assets, liabilities, receipts, disbursements,
gains and losses.
Exhibit at all reasonable times the books of account and
financial records to any director of the corporation, or to his
or her agent or attorney, on request therefore.
Render to the President and directors, whenever requested, an
account of any or all of his or her transactions as Treasurer and
of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be
certified, the financial statements to be included in any
required reports.
In general, perform all duties incident to the office of
Treasurer and such other duties as may be required by law, by the
Articles of Incorporation of the corporation, or by these Bylaws,
or which may be assigned to him or her from time to time by the
Board of Directors.
SECTION 10. COMPENSATION
The salaries of the officers, if any, shall be fixed from time to
time by resolution of the Board of Directors. In all cases, any
salaries received by officers of this corporation shall be
reasonable and given in return for services actually rendered to
or for the corporation.
SECTION 1. EXECUTIVE COMMITTEE
The Board of Directors may, by a majority vote of its members,
designate an Executive Committee consisting of 3 board members
and may delegate to such committee the powers and authority of
the board in the management of the business and affairs of the
corporation, to the extent permitted, and except as may otherwise
be provided, by provisions of law.
By a majority vote of its members, the board may at any time
revoke or modify any or all of the Executive Committee authority
so delegated, increase or decrease but not below two (2) the
number of the members of the Executive Committee, and fill
vacancies on the Executive Committee from the members of the
board. The Executive Committee shall keep regular minutes of its
proceedings, cause them to be filed with the corporate records,
and report the same to the board from time to time as the board
may require.
SECTION 2. OTHER COMMITTEES
The corporation shall have such other committees as may from time
to time be designated by resolution of the Board of Directors.
These committees may consist of persons who are not also members
of the board and shall act in an advisory capacity to the board.
SECTION 3. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed,
held and taken in accordance with the provisions of these Bylaws
concerning meetings of the Board of Directors, with such changes
in the context of such Bylaw provisions as are necessary to
substitute the committee and its members for the Board of
Directors and its members, except that the time for regular and
special meetings of committees may be fixed by resolution of the
Board of Directors or by the committee. The Board of Directors
may also adopt rules and regulations pertaining to the conduct of
meetings of committees to the extent that such rules and
regulations are not inconsistent with the provisions of these
Bylaws.
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these
Bylaws, may by resolution authorize any officer or agent of the
corporation to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and
such authority may be general or confined to specific instances.
Unless so authorized, no officer, agent, or employee shall have
any power or authority to bind the corporation by any contract or
engagement or to pledge its credit or to render it liable
monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the
Board of Directors, or as otherwise required by law, checks,
drafts, promissory notes, orders for the payment of money, and
other evidence of indebtedness of the corporation shall be signed
by the Treasurer and countersigned by the President of the
corporation.
SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from time to time
to the credit of the corporation in such banks, trust companies,
or other depositories as the Board of Directors may select.
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the corporation
any contribution, gift, bequest, or devise for the nonprofit
purposes of this corporation.
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office:
(a) Minutes of all meetings of directors, committees of the board
and, if this corporation has members, of all meetings of members,
indicating the time and place of holding such meetings, whether
regular or special, how called, the notice given, and the names
of those present and the proceedings thereof;
(b) Adequate and correct books and records of account, including
accounts of its properties and business transactions and accounts
of its assets, liabilities, receipts, disbursements, gains and
losses;
(c) A record of its members, if any, indicating their names and
addresses and, if applicable, the class of membership held by
each member and the termination date of any membership;
(d) A copy of the corporation's Articles of Incorporation and
Bylaws as amended to date, which shall be open to inspection by
the members, if any, of the corporation at all reasonable times
during office hours.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a
corporate seal. Such seal shall be kept at the principal office
of the corporation. Failure to affix the seal to corporate
instruments, however, shall not affect the validity of any such
instrument.
SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable
time to inspect and copy all books, records and documents of
every kind and to inspect the physical properties of the
corporation and shall have such other rights to inspect the
books, records and properties of this corporation as may be
required under the Articles of Incorporation, other provisions of
these Bylaws, and provisions of law.
SECTION 4. MEMBERS' INSPECTION RIGHTS
If this corporation has any members, then each and every member
shall have the following inspection rights, for a purpose
reasonably related to such person's interest as a member:
(a) To inspect and copy the record of all members' names,
addresses and voting rights, at reasonable times, upon written
demand on the Secretary of the corporation, which demand shall
state the purpose for which the inspection rights are requested.
(b) To obtain from the Secretary of the corporation, upon written
demand on, and payment of a reasonable charge to, the Secretary
of the corporation, a list of the names, addresses and voting
rights of those members entitled to vote for the election of
directors as of the most recent record date for which the list
has been compiled or as of the date specified by the member
subsequent to the date of demand. The demand shall state the
purpose for which the list is requested. The membership list
shall be made within a reasonable time after the demand is
received by the Secretary of the corporation or after the date
specified therein as of which the list is to be compiled.
(c) To inspect at any reasonable time the books, records, or
minutes of proceedings of the members or of the board or
committees of the board, upon written demand on the Secretary of
the corporation by the member, for a purpose reasonably related
to such person's interests as a member. Members shall have such
other rights to inspect the books, records and properties of this
corporation as may be required under the Articles of
Incorporation, other provisions of these Bylaws, and provisions
of law.
SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made
in person or by agent or attorney and the right to inspection
shall include the right to copy and make extracts.
SECTION 6. PERIODIC REPORT
The board shall cause any annual or periodic
report required under law to be prepared and delivered to an
office of this state or to the members, if any, of this
corporation, to be so prepared and delivered within the time
limits set by law.
SECTION 1. LIMITATIONS ON ACTIVITIES
No substantial part of the activities of this corporation shall
be the carrying on of propaganda, or otherwise attempting to
influence legislation [except as otherwise provided by SECTION
501(h) of the Internal Revenue Code], and this corporation shall
not participate in, or intervene in (including the publishing or
distribution of statements), any political campaign on behalf of,
or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this
corporation shall not carry on any 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, or (b)
by a corporation, contributions to which are deductible under
SECTION 170(c)(2) of the Internal Revenue Code.
SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of this corporation shall inure to
the benefit of, or be distributable to, its members, directors or
trustees, officers, or other private persons, except that the
corporation shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and
distributions in furtherance of the purposes of this corporation.
SECTION 3. DISTRIBUTION OF ASSETS
Upon the dissolution of this corporation, its assets remaining
after payment, or provision for payment, of all debts and
liabilities of this corporation shall be distributed for one or
more exempt purposes within the meaning of SECTION 510(c)(3)
of the Internal Revenue Code or shall be distributed to the
federal government, or to a state or local government, for a
public purpose. Such distribution shall be made in accordance
with all applicable provisions of the laws of this state.
SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS
In any taxable year in which this corporation is a private
foundation as described in SECTION 509(a) of the Internal
Revenue Code, the corporation 1) shall distribute its income for
said period at such time and manner as not to subject it to tax
under SECTION 4942 of the Internal Revenue Code; 2) shall not
engage in any act of self-dealing as defined in SECTION
4941(d) of the Internal Revenue Code; 3) shall not retain any
excess business holdings as defined in SECTION 4943(c) of the
Internal Revenue Code; 4) shall not make any investments in such
manner as to subject the corporation to tax under SECTION 4944
of the Internal Revenue Code; and 5) shall not make any taxable
expenditures as defined in SECTION 4945(d) of the Internal
Revenue Code.
SECTION 1. AMENDMENT
Subject to the power of the members, if any, of this corporation
to adopt, amend or repeal the Bylaws of this corporation and
except as may otherwise be specified under provisions of law,
these Bylaws, or any of them, may be altered, amended, or
repealed and new Bylaws adopted by approval of the Board of
Directors.
If there is any conflict between the provisions of these Bylaws
and the Articles of Incorporation of this corporation, the
provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held
unenforceable or invalid for any reason, the remaining provisions
and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of Incorporation
shall be to the Articles of Incorporation, Articles of
Organization, Certificate of Incorporation, Organizational
Charter, Corporate Charter, or other founding document of this
corporation filed with an office of this state and used to
establish the legal existence of this corporation.
All references in these Bylaws to a SECTION or SECTIONs of
the Internal Revenue Code shall be to such SECTIONs of the
Internal Revenue Code of 1986 as amended from time to time, or to
corresponding provisions of any future federal tax code.
SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS
The corporation shall have two classes of members: regular
members and student members. No member
shall hold more than one membership in the corporation. Except as
expressly provided in or authorized by the Articles of
Incorporation, the Bylaws of this corporation, or provisions of
law, all memberships shall have the same rights, privileges,
restrictions and conditions.
SECTION 2. QUALIFICATIONS OF MEMBERS
The qualifications for membership in this corporation are as
follows: any person is qualified to be a regular member of this
corporation. Any person actively enrolled in a university,
college or school is qualified to be a student member.
SECTION 3. ADMISSION OF MEMBERS
Applicants shall be admitted to membership upon satisfactory
completion of a membership application form.
SECTION 4. FEES AND DUES
(a) The following fee shall be charged for making application for
membership in the corporation: no fee required.
(b) The annual dues payable to the corporation by members shall
be: regular members - $20; student members - $10.
SECTION 5. NUMBER OF MEMBERS
There is no limit on the number of members the corporation may
admit.
SECTION 6. MEMBERSHIP BOOK
The corporation shall keep a membership book containing the name
and address of each member. Termination of the membership of any
member shall be recorded in the book, together with the date of
termination of such membership. Such book shall be kept at the
corporation's principal office.
SECTION 7. NONLIABILITY OF MEMBERS
A member of this corporation is not, as such, personally liable
for the debts, liabilities, or obligations of the corporation.
SECTION 8. NONTRANSFERABILITY OF MEMBERSHIPS
No member may transfer a membership or any right arising
therefrom. All rights of membership cease upon the member's death.
SECTION 9. TERMINATION OF MEMBERSHIP
The membership of a member shall terminate upon the occurrence of
any of the following events:
(1) Upon his or her notice of such termination delivered to the
President or Secretary of the corporation personally or by mail,
such membership to terminate upon the date of delivery of the
notice or date of deposit in the mail.
(2) If this corporation has provided for the payment of dues by
members, upon a failure to renew his or her membership by paying
dues on or before their due date, such termination to be
effective thirty (30) days after a written notification of
delinquency is given personally or mailed to such member by the
Secretary of the corporation. A member may avoid such termination
by paying the amount of delinquent dues within a thirty (30) day
period following the member's receipt of the written notification
of delinquency.
(3) After providing the member with reasonable written notice and
an opportunity to be heard either orally or in writing, upon a
determination by the Board of Directors that the member has
engaged in conduct materially and seriously prejudicial to the
interests or purposes of the corporation. Any person expelled
from the corporation shall receive a refund of dues already paid
for the current dues period.
All rights of a member in the corporation shall cease on
termination of membership as herein provided.
SECTION 1. PLACE OF MEETINGS
Meetings of members shall be held at the principal office of the
corporation or at such other place or places as may be designated
from time to time by resolution of the Board of Directors.
SECTION 2. REGULAR MEETINGS
An annual meeting of members shall be held during the annual
Southeastern Bat Diversity Network meeting for the purpose of
electing directors and transacting other business as may come
before the meeting. The candidates receiving the highest number
of votes up to the number of directors to be elected shall be
elected. Each voting member shall cast one vote, with voting
being by ballot only. The annual meeting of members for the
purpose of electing directors shall be deemed a regular meeting.
SECTION 3. SPECIAL MEETINGS OF MEMBERS
Special meetings of the members shall be called by the Board of
Directors, the Chairperson of the Board, or the President of the
corporation, or, if different, by the persons specifically
authorized under the laws of this state to call special meetings
of the members.
SECTION 4. NOTICE OF MEETINGS
Unless otherwise provided by the Articles of Incorporation, these
Bylaws, or provisions of law, notice stating the place, day and
hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than one hundred and
twenty (120) days before the date of the meeting, either
personally or by mail, by or at the direction of the President,
or the Secretary, or the persons calling the meeting, to each
member entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United
States mail addressed to the member at his or her address as it
appears on the records of the corporation, with postage prepaid.
Personal notification includes notification by telephone or by
facsimile machine, provided however, in the case of facsimile
notification, the member to be contacted shall acknowledge
personal receipt of the facsimile notice by a return message or
telephone call within twenty four hours of the first fascimile
transmission. The notice of any meeting of members at which
directors are to be elected shall also state the names of all
those who are nominees or candidates for election to the board at
the time notice is given. Whenever any notice of a meeting is
required to be given to any member of this corporation under
provisions of the Articles of Incorporation, these Bylaws, or the
law of this state, a waiver of notice in writing signed by the
member, whether before or after the time of the meeting, shall be
equivalent to the giving of such notice.
SECTION 5. QUORUM FOR MEETINGS
A quorum shall consist of 20% of the voting members of the
corporation. Except as otherwise provided under the Articles of
Incorporation, these Bylaws, or provisions of law, no business
shall be considered by the members at any meeting at which the
required quorum is not present, and the only motion which the
Chair shall entertain at such meeting is a motion to adjourn.
SECTION 6. MAJORITY ACTION AS MEMBERSHIP ACTION
Every act or decision done or made by a majority of voting
members present in person or by proxy at a duly held meeting at
which a quorum is present is the act of the members, unless the
Articles of Incorporation, these Bylaws, or provisions of law
require a greater number.
SECTION 7. VOTING RIGHTS
Each member is entitled to one vote on each matter submitted to a
vote by the members. Voting at duly held meetings shall be by
voice vote. Election of Directors, however, shall be by written ballot
at meetings or by electronic mail (e-mail) prior to meetings.
If voting prior to meetings, all ballots must be submitted within
the time allotted for voting, which shall be no less than 1 week.
SECTION 8. ACTION BY WRITTEN BALLOT
Except as otherwise provided under the Articles of Incorporation,
these Bylaws, or provisions of law, any action which may be taken
at any regular or special meeting of members may be taken without
a meeting if the corporation distributes a written ballot to each
member entitled to vote on the matter. The ballot shall:
1. set forth the proposed action;
2. provide an opportunity to specify approval or disapproval of
each proposal;
3. indicate the number of responses needed to meet the quorum
requirement and, except for ballots soliciting votes for the
election of directors, state the percentage of approvals
necessary to pass the measure submitted; and
4. shall specify the date by which the ballot must be received by
the corporation in order to be counted. The date set shall afford
members a reasonable time within which to return the ballots to
the corporation. Ballots shall be mailed or delivered in the
manner required for giving notice of membership meetings as
specified in these bylaws.
Approval of action by written ballot shall be valid only when the
number of votes cast by ballot within the time period specified
equals or exceeds the quorum required to be present at a meeting
authorizing the action, and the number of approvals equals or
exceeds the number of votes that would be required to approve the
action at a meeting at which the total number of votes cast was
the same as the number of votes cast by ballot.
Directors may be elected by written ballot. Such ballots for the
election of directors shall list the persons nominated at the
time the ballots are mailed or delivered.
SECTION 9. CONDUCT OF MEETINGS
Meetings of members shall be presided over by the Chairperson of
the Board, or, if there is no Chairperson or, in his or her
absence, by the President of the corporation or, in his or her
absence, by the Vice President of the corporation or, in the
absence of all of these persons, by a Chairperson chosen by a
majority of the voting members, present at the meeting. The
Secretary of the corporation shall act as Secretary of all
meetings of members, provided that, in his or her absence, the
presiding officer shall appoint another person to act as
Secretary of the Meeting.
Meetings shall be governed by Roberts' Rules of Order, as such
rules may be revised from time to time, insofar as such rules are
not inconsistent with or in conflict with the Articles of
Incorporation, these Bylaws, or with provisions of law.
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial directors or
incorporators of this corporation, and we consent to, and hereby
do, adopt the foregoing Bylaws, consisting of 21 preceding pages,
as the Bylaws of this corporation.
