Grosse Pointe Audubon Society

By-Laws (Proposed February 23, 2015)

Article I: Name and Affiliation
This organization shall be a non-profit corporation known as Grosse Pointe Audubon Society
(hereafter referred to as the Society) and shall be a chapter of Michigan Audubon Society. The
relationship between this Chapter and Michigan Audubon Society shall be governed by the
Michigan Audubon Societys Chapter Policy.

Article II: Purpose

The purpose of this Society is to serve the Grosse Pointes and surrounding communities to
promote the awareness, understanding, enjoyment of and stewardship of the environment with an
emphasis on birds and their habitats.

Article III: Membership

Section 1: Membership in the Society shall be open to residents of the Grosse Pointes and
surrounding and nearby communities. A member in good standing may continue membership if
he/she leaves Grosse Pointe Audubons service area.
Section 2: Delinquent membership status shall be as defined as a person who has not paid dues
for more than one fiscal year. Delinquent members, so defined, shall be removed from the
membership roster of the Society upon loss of their membership status.

Article IV: Meetings

Section 1: An annual meeting shall be held every year. Notice of the meeting will be included in
the Societys newsletter and website. Notice of the Annual Meeting shall be given at least 30
days prior.

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Section 2: Regular monthly meetings shall be held on dates established by the Board of
Directors. Members shall be notified of such dates and/or changes through a mailing to all
members.

Article V: Board of Directors

Section 1: The control and conduct of the property, business, long term objectives and overall
policies of the Society shall be vested in a Board of Directors which shall consist of not fewer
than three members of the Society. The elected officers of the Society shall be ex-officio
members of the Board of Directors. The remaining members of the Board shall be appointed by
the president. An appointed board member may be removed from office by a two-thirds majority
vote of the entire Board of Directors. When a new president assumes office, the past president
shall remain a member of the Board of Directors for one additional year.
Section 2: Meetings of the Board of Directors shall be called by the president of the Society as
required upon proper notification of the Board members as provided by Article VI, Section 2 of
these bylaws. Board meetings shall be held at least five times during the fiscal year.
Section 3: A simple majority of the members of the Board shall constitute a quorum. The Board
shall conduct business by majority vote, provided a quorum is present. In the event of a tie vote,
the presiding officer, who shall normally not vote, shall cast the deciding vote.
Section 4: All expenditures of the Society shall be in accordance with a Board-approved budget
or shall be approved by majority vote of the Board.

Article VI: Officers

Section 1: The officers of the Society shall consist of a president, a vice president, a secretary
and a treasurer.
Section 2: The President shall preside at all meetings of the Society, including the meetings of
the Board of Directors, and shall supervise all phases of the Societys work in accordance with
the general policies of the Board. The President shall appoint all committee chairmen except for
the Nominating Committee. The President shall serve on all committees ex officio except for the

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Nominating Committee. The President shall notify members of all regular and special meetings
at least one week prior to the meeting.
Section 3: The Vice President shall, in the absence or inability of the President, perform the
duties of the President.
Section 4: The Secretary shall prepare and maintain minutes of the official meetings of the
Society and of the Board of Directors and shall file and preserve Society minutes.
Section 5: The Treasurer shall receive and be the custodian of all monies of the Society and shall
deposit all such funds in the name and credit of the Society in such depositories as may be
designated by the Board. The Treasurer shall disburse the funds of the Society as may be
approved by the Board of Directors, taking proper vouchers therefore, and shall render to the
Board, when requested, an account of all transactions of the Treasurer and of the financial
condition of the Society. The Treasurer shall maintain a record of all capital equipment in the
possession of individuals of the Society. The Treasurer shall submit an annual report of the
financial conditions at the first Board of Directors meeting of the new fiscal year. The Treasurer
shall be responsible for paying any corporate registration fees to the State of Michigan and for
maintaining the Chapters non-profit status with both the State of Michigan and the Internal
Revenue Service. The outgoing Treasurer shall close all financial records of the Society and
transfer same to the new Treasurer within 30 days of the close of the fiscal year.
Section 6: All checks of the Society shall be signed by the Treasurer or the President.

Article VII: Election of Officers

Section 1: The Board of Directors shall annually appoint, at least 60 days prior to to Annual
Meeting, a Nominating Committee to consist of three members of the Society. The names of the
members of the Nominating Committee shall be announced to the members of the Society at
least 30 days prior to the Annual Meeting. Suggestions for nominations of officers may be
submitted to the committee by any member of the Society.
Section 2: The Nominating Committee shall nominate candidates for officers of the Society and
shall present its slate of nominees to the membership at the March general meeting. This slate of
nominees shall also be published in the Society newsletter prior to the April general meeting.
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Section 3: In case any member of the Nominating Committee shall be unable to serve, then the
President shall appoint a person to fill the vacancy.
Section 4: The month of April shall be designated as the Annual Meeting of the Society, at which
time the election of new officers shall take place. Prior to the actual election, the presiding
officer shall call for additional nominations from the floor. The newly elected officers shall
assume their duties at the start of the new fiscal year. They shall hold office for one year or until
their successors are elected. No elected officer shall serve more than three consecutive terms. In
case of a vacancy occurring among the officers before the end of the term, the vacancy may be
filled for the balance of the term by majority vote of the Board of Directors. Officers may be
removed during their term by majority vote of the members present at a regular membership
meeting of the Society, provided 30 days notice of such vote has been given.

Article VIII: Standing Committees

The President shall appoint annually a member to serve as a chairman for each standing
committee, who may in turn select other members to serve on the committee. These committees
and their duties are as follows:
Section 1: A Membership Committee that shall conduct membership campaigns and bring into
the Society all who are interested. It shall also be the duty of the committee to maintain a current
membership roster.
Section 2: A Finance Committee, chaired by the Treasurer, that shall be responsible for
reviewing and planning the organizations annual budget.
Section 3: The President may also appoint other committees as is deemed necessary.

Article IX: Finances

Section 1: The fiscal year of the Society shall run from September 1-August 31. All expenses
and receipts from the previous fiscal year must be submitted to the Treasurer no later than
September 15.
Section 2: The general Fund of the Chapter shall be derived from the income from members
dues, donations and from other sources.
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Section 3: A Special Fund may be established by the Board of Directors, with money being used
to benefit birds, habitats, and ecosystem study and improvement.

Article X: Amendments
Section 1: These bylaws may be amended at any general meeting of the Society by a two-thirds
vote of those members present and voting, provided notice of the proposed amendment has been
given at a previous meeting and in any subsequent regular official Society publication.
Section 2: All such proposed amendments shall be submitted in writing and signed by at least
three members in good standing.

Grosse Pointe Audubon Proposed Bylaws

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