CONSTITUTION
OF
NORTH SHORE AUDUBON SOCIETY, INC.
(LLASNSAS, INC.)
A CORPORATION FORMED UNDER SECTION 402 OF THE NOT-FOR-PROFIT CORPORATION LAW OF THE STATE OF NEW YORK
NOTE: Yellow highlights are being removed, Green are being added
ARTICLE I: BOARD OF DIRECTORS
Section 1. The control of property, conduct of business and determination of policy shall be vested in a board of directors, which shall consist of not less than seven five nor more than thirteen members.
Section 2. The Directors may, by a two-third vote at a regular meeting of said Directors may adopt and from time to time amend the By-laws in furtherance thereof provided 5 days written or electronic notice of the substance thereof has been given to each Director. Such By-laws shall establish the rules governing meetings of the Board of Directors, the functions, duties and responsibilities of Officers, Committees and Committee Chairmen, and membership requirements.
ARTICLE II: OFFICERS
Section 1. The Officers of this Corporation shall be a President, Vice-President, Treasurer, and a Secretary, all of whom shall be members of the Board of Directors.
ARTICLE III: ELECTIONS
Section 1. All Directors (including Officers) shall be elected at the Annual Meeting and from completion thereof by a majority vote of the members personally present, for the term of one year two years, or until a successor is elected. Any Director (including Officers) may succeed himself themselves except that no person shall hold the office of President for more than two successive terms.
Section 2. Vacancies in the Board of Directors (including Officers) may be filled for the remainder of the term by a majority vote of the remaining Board.
ARTICLE IV: MEETINGS
Section 1. The Annual Meetings of the membership shall be held between March 15th and June 15th on a date to be selected by the Board. The April or May General Meeting will be designated as the Annual Meeting of the Membership as designated by the Board. A report complying with Section 519 of the Not-For-Profit Corporation Law and containing such additional matters shall be required by the By-laws, adopted hereunder, shall be presented.
Section 2. Regular meetings of the membership shall be held monthly except in July December and August June, July, August, and December. Special Membership Meetings may be called by the President or the Board to transact business or as designated by the Board. upon ten days’ written or electronic notice.
Section 3. Educational meeting at which no formal business if transacted will be held at such times and places aas directed by the Board.
ARTICLE V: MEMBERSHIP
Section 1. Classes of membership and membership requirements and standing shall be the same as those maintained by the National Audubon Society shall be as follows: a) those maintained by National Audubon Society; and b) those maintained by North Shore Audubon Society (here after referred to as Chapter)
Section 2. All classes of membership shall enjoy certain rights and privileges pertaining to the members of both this and the National Society this Chapter, including access to meetings, fields trips, newsletters among others.
Section 3. For the purposes of Annual Meeting of the Membership, only current Chapter members are entitled to vote.
Section 4. A quorum shall be present when members having one-tenth of the total number of votes entitled to be cast are present or one hundred such members whichever is less twenty members are in attendance either in person or via phone or electronic access such as zoom.
Section 5. Only persons personally present shall vote n Neither proxy nor absentee voting at the Annual Meeting of the Membership is permitted.
ARTICLE VI : NOTICE OF MEETING
At least ten (10), but no more than sixty (60) days notice of the Annual or any Special Membership Meeting stating the place, time, and object thereof shall be sent to each member at his last known post office address
ARTICLE VII: AMENDMENTS
Amendments to this Constitution and authorization to amend the Certificate of Incorporation shall be by a two-thirds vote of the members entitled to vote, who are an Annual or Special Membership Meeting, provided the substance of the proposed amendment is contained in the notice of said meeting.
ARTICLE VIII: PARLIAMENTARY AUTHORITY
Except where inconsistent with the Certificate of Incorporation or the By-Laws adopted hereunder, Roberts Rules of Order shall govern insofar as permitted by the Not-For-Profit Corporation Law.
ARTICLE IX: COMMITMENTS
This Corporation or its Officers or Board of Directors shall not enter into any commitments binding on the National Audubon Society without authorization from the latter. In like manner, the National Audubon Society shall make no commitments binding on this Society without its consent.
ARTICLE X: DISCONTINUANCE
This Corporation reserves the right to terminate its Chapter status on six-months’ notice, given in writing to the National Audubon Society, in which case all allocation of dues by the National Audubon Society to this Corporation will cease on expiration of the six-month period. This Corporation recognizes the right of the National Society to terminate the Chapter relationship on six-months’ notice, given by it to this Corporation in which case the members of this Corporation shall continue as members thereof for the balance of the term for which dues have been paid.
(Prepared June 8, 1988, May 7, 2002 from a copy made in March 194, amended May 29, 2002)
(Prepared August 13, 2021)