By-Laws of the Carolina Bird Club, Inc.
As amended 1 October 2005
Article I. The Club
- The Carolina Bird Club, Incorporated (CBC) is a non-profit, educational, and ornithological organization, founded in March 1937. This status is covered by Section 501(c)(3) IRC of 1954 and corresponding provisions of any future U.S. Internal Revenue Laws (Refer to our Letter of Determination 24 Feb 1966).
- Membership is open to all persons interested in the conservation, natural history, and study of wildlife with particular emphasis on birds. This organization shall not engage in other activities not permitted an organization exempted from Federal income taxes under Section 501(c)(3) IRC of 1954 or corresponding provisions of future U.S. Internal Revenue Laws.
- Dues, contributions, and bequests to CBC (also referred to in document as the Club) are deductible in the calculation of State and Federal income and estate taxes to the extent provided by the Internal Revenue Code and the revenue laws of the several states (Refer to Section 170 IRC of 1954 and to our Letter of Determination 24 Feb 1966).
- The membership has established this set of By-Laws as the Document through which it operates.
Article II. Membership and Dues
- Memberships are on an annual basis.
Memberships are available in the following dues-bearing categories:
a. Individual (also available to non-profit organizations)
b. Family (also available to commercial business entities)
f. Associate Life (in household with Life Member)
- Honorary memberships may be granted by the Executive Committee for meritorious service to the Club and/or exceptional performance in education, conservation, and study of wildlife with particular focus on birds.
- The dues schedule (the frequency and amounts to be collected) shall be established by the Executive Committee and approved by the membership. A notice through the Newsletter of proposed changes in dues schedules shall be provided the membership prior to the meeting for which action is contemplated.
Article III. Member Voting Privileges
On items presented to CBC members for action, one vote may be cast by persons 15 years old and older for each paid-up membership in the categories listed below. In the case of paid-up Family membership, one vote may be cast by each person 15 years old and older covered by the membership. Commercial business entities and non-profit organizations may not cast votes.
f. Associate Life (in household with Life Member)
- Any paid-up member is qualified to vote, and may cast that vote by written proxy. Proxy votes are to be in the hands of the Club Secretary or in the Secretary's absence a designate selected by the presiding officer at the time of balloting. These proxy votes will be counted with the votes cast by the members attending the meeting at which given action is to be taken, provided that a quorum is present (For quorum see Article VI, Number 4).
Article IV. Terms of Officers and Members-at-Large
- Elected members to the Executive Committee constitute the officers and Members-at-Large who shall be a President, three Vice-Presidents, a Treasurer, a Secretary, and six Members-at-Large.
- Any paid-up member is qualified to serve on the Executive Committee except its President, who must be a present or recent past member of the Executive Committee.
- The term of office of the President shall be one year. An individual shall not have more than two consecutive terms as President.
- The terms of office of each of the three
Vice-Presidents shall be for three years with no more than one consecutive term
for each. One Vice-President shall be elected, in turn, from each of the
a. Region I (Western North Carolina) b. Region II (Eastern North Carolina) c. Region III (South Carolina)
- The terms of office for the Treasurer and Club Secretary shall be for one year with no more than three consecutive terms.
- The terms of the six Members-at-Large shall be for two years with no more than two consecutive terms. Two shall serve from each region (See Article IV, Number 4 above). The term of office of one Member-at-Large from each region shall be on even years, and the other shall be on odd years.
- All members of the Executive Committee shall continue in office until someone has been appointed or elected in his or her place.
Article V. Duties of the Officers and Members-at-Large
- shall preside at all meetings of the Club (excepting the portion that deals with elections of Officers and Members-at-Large) and at all meetings of its Executive Committee (See Article XI, Subarticle III, Nominating Committee, Number 5).
- has authority to appoint committees (See Article XI, Subarticle II, Number 1 and Subarticle III, Nominating Committee, Number 1, and Species Records Committee, Numbers 2 and 3).
- shall be an Ex-officio (non-voting) member of all committees with the exception of the Nominating Committee.
- is authorized to represent CBC at meetings of other nature organizations and commissions, and may delegate substitute(s) in absence of the President
- shall be responsible for the Club Seal.
- Shall pass on to successor any and all files and records pertaining to the Club as soon as possible after leaving office.
- longest in office is to preside and temporarily assume the President's functions in the absence of the President.
- are to serve as chairs of the Awards, Membership or Publicity Committees, or any other committee chair designated by the Executive Committee.
- is to preside and temporarily assume the President's functions in the absence of the President and the three Vice-Presidents.
- shall report to the Executive Committee all monies received and
disbursed in the name of the Club through Financial Statements prepared for the
- 1 January through 31 March
- 1 April through 30 June
- 1 July through 30 September
- 1 October through 31 December
- shall provide copies of Financial Statements to all members of the Executive Committee at least ten days prior to the regularly scheduled meetings of that committee. Is to maintain file of Financial Statements.
- shall oversee the preparation and conduct of the annual review (See Article VII, Number 5) and provide copies of the report resulting from the review to the members of the Executive Committee, and he shall maintain a file of the reviews.
- shall provide successor all records and files as soon as possible after leaving office.
- shall record the minutes of General Meetings of the Club in which a matter for record is conducted, minutes of Special Actions (See Article XI, Subarticle I, Number 3), and of all Executive Committee Meetings.
- shall provide copies of all minutes to all members of the Executive Committee within sixty days following all Executive Committee Meetings. Is to maintain file(s) of all minutes.
- shall record members appointed to all committees of the Club and include in minutes.
- shall provide, for the information of the membership, all committee appointments to the Editor of the Newsletter for publication as soon after appointments as possible.
- shall aid the President in developing Agenda by maintaining records of incomplete actions.
- is to provide successor all records and minutes as soon as possible after leaving office.
- shall constitute the Meetings Committee.
Article VI. Meetings
- Regular meetings of CBC membership shall be each Spring, Fall, and mid-winter at a time and place designated by the Executive Committee.
- Publicity regarding such meetings shall be included in the earliest possible Newsletter of CBC.
- The Annual Meeting of the Club shall take place at the Spring Business Session for the election of Officers and Members-at-Large to the Executive Committee.
- A minimum of forty qualified members (current dues paid and recorded) shall constitute a quorum at business sessions. A majority of the votes cast in person and by proxy shall be required for the election of officers and Members-at-Large, and for any other matters to come before the membership.
- The signatures of thirty members of CBC qualified to vote may for due cause petition the Executive Committee to take action; or in lieu thereof, may place a petition on the agenda for the next regular meeting of CBC providing the issue in question is submitted in writing to a member of the Executive Committee with explanation in detail. The Executive Committee is bound to consider such action.
Article VII. General Finances
- The Club's financial records shall be kept on a calendar year basis (1 January to 31 December), covering the different funds of CBC.
- The General Fund shall be the checking account for general operating expenditures. Checks written on this account will require any two signatures of the Treasurer, the President, or the Headquarters Secretary.
- The Endowment Fund shall receive Life Membership dues, memorials, and contributions specified by the donor for that fund. Income may be used for general operating expenses.
- Designated Funds shall be maintained for purposes specified by donor(s) and approved by the Executive Committee.
- Each year, the Executive Committee shall appoint a Financial Transactions Review Committee composed of members not serving on the Executive Committee. The treasurer shall serve on this committee in a non-voting capacity. The Financial Transactions Review Committee shall review all of the club's financial activities for the year and report its findings to the Executive Committee.
- The Executive Committee, upon the advice of the Treasurer, shall determine how the funds of the Club shall be invested.
- The Treasurer and the Headquarters Secretary are to operate cooperatively for the efficient operation of the Club's business.
- In the event of dissolution of CBC, any remaining assets of this organization shall be transferred and conveyed by the Officers of the Club to one or more organizations which are engaged in similar activities and come under the provisions of Section 501(c)(3) and 170(c)(2) IRC of 1954 and Chapter 105, Sections 125 and 138 of the General Statutes of North Carolina, or to Federal, State, or local governments or agencies thereof, for exclusive public, scientific, or educational purposes. (Refer to Articles of Incorporation of CBC 5 December 1965.)
Article VIII. Procedure
- The business of the meetings of CBC shall be conducted in accordance with Robert's Rules of Order, the latest edition.
Article IX. By-Laws Revisions and Amendments
- The Executive Committee will direct the By-Laws Committee at intervals to present a review of the By-Laws in order to determine whether amendments or revisions might be needed and, if so determined, direct the By-Laws Committee to perform the task.
- Revision or amendment(s) of the By-Laws shall be presented in writing to the Executive Committee for approval with sufficient time to be published and distributed to the membership prior to the meeting for which action is to be considered.
- The By-Laws may be amended or revised by a majority of qualified members present at that meeting, provided a quorum exists.
- Amendment(s) may be presented to any business meeting or special meeting for this purpose, provided said amendment(s) have been submitted in writing to the Executive Committee prior to the meeting, and copies thereof sent to all qualified members of CBC at least twenty days before the meeting at which amendment(s) are to be presented.
Article X. Publications
- The official publication of CBC shall be The Chat, published quarterly and offered to all qualified members.
- The Executive Committee shall determine editorial policies of The Chat and shall appoint its editor. The editor shall serve at the discretion of the Executive Committee.
- A Newsletter, separately edited from The Chat, will be issued periodically to include information about the business of the Club.
- The Executive Committee shall determine editorial policies for the Newsletter and shall appoint its editor. The editor shall serve at the discretion of the Executive Committee.
- A website will be maintained to provide information to members and to the public about the Club and about birding in the Carolinas.
- The Executive Committee shall determine editorial policies for the website and shall appoint its editor. The editor shall serve at the discretion of the Executive Committee.
Article XI. Organization
- The Carolina Bird Club, Inc., is organized around the committee system of government.
- The Executive Committee consists of elected Officers, Members-at-Large, (See Article IV, Numbers 1, 4, and 6) and Ex-officio members (See Subarticle I, Number 4 below).
- Additional subordinate committees will be formed to aid in the conduct of business and expanded activities of the Club.
Subarticle I. Executive Committee
- The Executive Committee shall be the governing body of CBC and as such is the only committee that can formulate and execute policy. However, it may in special cases delegate limited authority to act (See Subarticle III).
- Elected Officers and Members-at-Large shall constitute the voting members of the Executive Committee (See Article IV, Number 1).
- Seven voting members of the Executive Committee present at any meeting of the Executive Committee shall constitute a quorum of that committee.
- The Editor of The Chat, the Editor of the Newsletter, the Editor of the Web Site, and the immediate past President shall constitute the ex-officio (non-voting) members of the Executive Committee.
- Any vacancy occurring within the Executive Committee shall be filled by the Executive Committee with such appointment(s) for the unexpired term only.
A motion approved by the Executive Committee without a meeting is, nevertheless, committee action provided that the voting process is according to the following procedure: (1) A voting member of the Executive Committee sends, by hand, by mail, or by email, a written notice of a motion to all other Executive Committee members (including ex-officio members); (2) The notice states the motion, the reason for the motion, and the reason why the proponent desires that the motion be voted upon before the next regular meeting of the Executive Committee; (3) At least one voting member sends a second to all other Executive Committee members by hand, by mail, or by email; (4) The President calls for a vote by notifying all other Executive Committee members (including ex-officio members) by mail or email; (5) The President's notice stipulates a closing date approximately 30 days in the future or the date of the next regular Executive Committee meeting, whichever is earlier, after which votes will not be accepted; (6) Each voting member sends his or her vote to all other members of the Executive Committee (including ex-officio members) by hand, by mail, or by email.
The motion is approved as soon as the number of "yea" votes represents a majority of all voting members, or disapproved as soon as the number of "nay" votes represents a majority of all voting members. If neither of these conditions is met by the closing date, but enough votes have been cast to represent a quorum (see Article XI, Subarticle I, Paragraph 3), then the outcome will be determined by the majority of the votes cast. If not enough votes to represent a quorum have been cast before the closing date the motion dies. The secretary shall report the notice and the vote in minutes to be presented for approval at the next regular meeting of the Executive Committee.
Subarticle II. General Committees
- The President has the authority to appoint committees considered desirable by the Executive Committee.
- Such committees shall operate within the definitions provided by the Executive Committee, reporting to it and acting in an advisory capacity only.
- The terms of appointment shall not extend beyond the term of the President making the appointments, but this does not preclude reappointment or continuation by the incoming President.
- No General Committee may commit the Club or represent the Club to any outside interests.
- Requests made for expenses by these committees from funds of the Club must be approved by the Executive Committee or the Treasurer. The Executive Committee will set limits on such expenses to include or exclude travel and lodging.
- These committees have limited authority to act on matters specified and delegated by the Executive Committee (See Subarticle I, Number 1).
- These committees shall not commit the Club, or represent the Club to any outside interests unless expressly directed by the Executive Committee to do so.
- Appointments shall be made by the President with the approval of the Executive Committee.
- Shall be constituted as soon as possible after the incoming President assumes office.
- Shall be composed of three members, one from each of the Club’s regions (See Article IV, Number 4).
- Shall prepare a slate of qualified and willing nominees for all offices to be vacated, and shall have the slate published in the Newsletter prior to the date of the Annual Business Session.
- The slate shall be presented to the general membership for adoption at the Annual Business Meeting by the Chair of the Nominating Committee, who is to preside over the election proceedings. In the event of the Chair’s absence, a junior member of the Nominating Committee or other designate not a member of the Executive Committee shall preside.
- At the time of elections, the presiding officer shall call for nominations from the floor. Each nominee placed in nomination shall previously signified willingness to serve.
- Should a vote be required on floor nominations versus all or part of the slate, secret ballots must be available at the meeting, with a representative committee (excluding Executive Committee members) immediately designated to count and announce the results through the presiding officer of the elections at that business session.
Species Records Committee
- There shall be two State Records Committees. They are to function independently in evaluating reports of unusual birds and in preparing their own state bird lists.
- The Chairs of the two State Records Committees shall be appointed by the President with approval of the Executive Committee.
- Each State Records Committee shall be filled by the President with the approval of the Executive Committee from lists presented by the two States Records Committee Chairs.
- The Committees of the two states are to cooperatively determine and to review at intervals the criteria for acceptance of birds to the respective state bird lists.
- Updated bird lists and reports are to appear at intervals in the Chat and the Newsletter or other appropriate publications.