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CONSTITUTION
of the
TENNESSEE ORNITHOLOGICAL SOCIETY

Organized October 7, 1915
As Amended April 30, 2011

ARTICLE I - NAMES AND PURPOSES

Sec.1. This organization shall be called the Tennessee Ornithological Society.

 Sec.2. The purposes of this Society shall be to promote the science of ornithology in Tennessee, to publish the results of its investigations, to stand for the passage and enforcement of wise and judicious laws for bird protection, and to promote bird study and protection by any other means that may from time to time be deemed advisable.


ARTICLE II - MEMBERSHIP

Sec.1. The membership shall consist of Active, Family, Sustaining, Life, Honorary, and Student Members, actively engaged in the study of ornithology in Tennessee or otherwise interested in the bird life of Tennessee.

 Sec.2. Family Memberships are available for couples, or parents and their children under 18 years of age.

 Sec.3. Any person of eminence in ornithology, or of outstanding merit in the Tennessee Ornithological Society may be elected as Honorary Member. Honorary Members may be elected only by a unanimous vote of the Board of Directors present and candidates' names must be presented to the Society at least three months prior to election. Such election shall be for life.

 Sec.4. A Student Member shall be a student enrolled in grades one through twelve.

 Sec.5. The Board of Directors is empowered to drop any member for sufficient cause by a vote of two-thirds of the voting members present.


ARTICLE III - DUES

Sec.1. The annual dues for each class of membership shall be as set forth in the Bylaws.

 Sec.2. No initiation fee shall be required. New members shall pay a year's dues in advance upon acceptance. All dues thereafter shall be payable in advance, as of January 1.

 Sec.3. Any member in arrears for dues one year is automatically dropped from the rolls. Such person may be reinstated by paying current dues.


ARTICLE IV - BOARD OF DIRECTORS

Sec.1. All business and property of the Society shall be managed by a Board of Directors to be elected by the membership of the Society, together with the President who shall be ex officio Director.

 Sec.2. There shall be elected from each chapter a Director for each ten members or major part thereof. No chapter shall have the right to elect more than five members to this board. Each Director shall serve for two years or until a successor is elected. Chapters with more than one Director shall elect, as nearly as possible, one-half of its Directors each year. In addition to the Directors elected by the chapters, three Directors from the State at large shall be nominated by the Board or Directors and submitted to the annual meeting for election, but any member may exercise the privilege of nomination to the Board of Directors at this annual meeting.

 Sec.3. The Board of Directors shall have charge of all funds raised for endowment. The annual dues of the members shall be used for the current expenses of the Society, but only the income from the endowment funds may be used for this purpose. The principal of endowment funds shall remain intact from year to year. The Board of Directors shall appoint a Finance Committee and may appoint other such committees as they deem necessary for raising endowments or for other matters relating to finances. The personnel of these committees shall be selected by the Board of Directors prior to the annual meeting.


ARTICLE V - OFFICERS

Sec.1. The Officers of this Society shall be a President, a Vice-President for each Grand Division of the State, a Secretary, a Treasurer, a Curator, an Editor, and a President-Elect. These officers shall serve for a period of two years, except the President-Elect who will serve for one year only before assuming the office of President. Upon action of the report of the Nominating Committee, a slate of officers shall be proposed by the Board of Directors and submitted to the Society at its annual meeting, but any member shall have the right to put in nomination the name of any other members from the floor. The term of the offices shall begin at the end of the business meeting at which they are elected. The retiring Treasurer and Secretary shall prepare and turn over their records to their successor within thirty days. Officers other than the President have no vote on the Board of Directors unless also an elected Director.

 Sec.2. Vacancy in any office shall be filled by the Board of Directors, except in the office of the President. In that case, the Vice-President from the Division in which the President had membership shall succeed.

 Sec.3. The President shall have general supervision of the affairs of the Society and shall preside at its meetings. The President shall be Chairman ex officio of the Board of Directors. The Chairman is expected to arrange by correspondence some weeks in advance the agenda for the meetings of the Board.

 Sec.4. The Vice-Presidents shall give any assistance the President may solicit from them. The Vice-President from the Division in which the President has membership shall act in the President's absence.

 Sec.5. The Secretary shall keep the minutes of the meetings, attend to official correspondence. The Secretary shall submit to the President a rough draft of the minutes within 30 days following the meeting. A final draft of the minutes is to be submitted to the President and posted on the web site at least 30 days prior to the next meeting, with copies made to be presented to the Board of Directors at the next meeting.

 Sec.6. The Treasurer shall collect the dues from all members and receive any other funds that may come to the Society; give attention to maintaining and increasing the membership; pay all bills upon their approval by the President; present to the Society an annual statement, as of the last day of the month preceding the annual meeting, of all receipts and expenditures. Upon its audit by the Finance Committee, this statement shall be filed with the Secretary. The Treasurer shall submit semi-annual reports to the Board of Directors.

 Sec.7. The Curator shall have charge of all specimens that may come into the possession of the Society and shall be the keeper of all literature, field records, papers and the like that may come into the possession of the Society.

 Sec.8. The Editor shall secure and prepare, with the aid of the editorial staff, suitable material for publication in the Society's quarterly, THE MIGRANT, and arrange for the printing and mailing of same.

 Sec.9. The President-Elect shall not be an officer of the Board of Directors and shall have no voting voice in that body, unless serving in some other capacity. The President-Elect should attend the meetings of the Board of Directors, become acquainted with the business of the Society, and attend all meetings.


ARTICLE VI - COMMITTEES

Sec.1. A Nominating Committee shall be appointed by the President prior to the end of the calendar year in which the new President assumes office. Said committee shall serve for a period of two years or until the next President takes office. It shall be the duty of this committee to propose to the Board of Directors at the annual meeting in years of even date a President-Elect, to take office as President the following year, and in years of odd date to propose to the Board a complete slate of officers. The President-Elect shall be chosen from that Division of the State whose turn it will be to receive the presidency for a full two-year term. If after extended search, no candidate can be found from that Division, the Nominating Committee may seek a candidate from another Division of the State, making every effort to follow the succession of the Divisions. Nominations from the floor for any office may be made at the annual meeting.

 Sec.2. The Finance Committee, appointed by the Board of Directors, upon recommendation of the President, shall consist of five members, of which number the Treasurer and the Chairman of the Endowment Committee, if there be one, shall be members ex officio. The Committee shall make an annual audit of the books and records of the Treasurer, including a physical count of such assets as are disclosed thereby, and at such other times as requested by the President. Such special request is to be approved by the Board of Directors. Said annual examination and audit shall be made at such time as will accurately disclose the condition of the Treasurer's books and records as of the end of an operating or fiscal year. A report of same is to be furnished the President prior to the annual meeting. The Chairman of the Finance Committee shall report at the annual meeting on the audit taken. The Committee shall review and evaluate annually the intended purpose, nature and then current use, of any and all endowment funds. A report of such review shall be made in writing to the President. The Committee shall advise the Treasurer at such times as it deems appropriate on the transfer of cash funds from a checking to a savings account in a banking corporation or a Federal savings and loan association. The savings balance to be carried in any single institution is not to exceed the amount of deposit insured. The Committee shall recommend to the President the establishment, maintenance, or termination, of any so-called "special funds" as may exist, whether active or inactive.

 Sec.3. An Executive Committee composed of the President, President-Elect, Treasurer, Secretary and the three Vice presidents shall handle routine or extraordinary business that need not or cannot come before the entire Board of Directors due to time constraints. All actions of the committee shall be reported to the Board of Directors at its next meeting.

 Sec.4. No member shall serve as Chairman of more than one Standing Committee. The President shall make every effort to name a broad representation from the membership to all committees.

 Sec.5. The Tennessee Bird Records Committee shall be a Standing Committee. Members shall be appointed by the President. Procedures of this Committee shall be approved by the Board of Directors.


ARTICLE VII - MEETINGS AND QUORUM

Sec.1. The Society shall hold an annual meeting each Spring. A fall meeting may also be arranged at such time and place as the Board of Directors may decide.

 Sec.2. Special meetings may be held upon the call of the President after consulting with members of the Board of Directors.

 Sec.3. Fifteen Voting Members shall constitute a quorum for the transaction of business. Voting Members are defined as Active, Sustaining, Life, Honorary and Family Memberships, which shall have one vote. The affirmative vote of a majority of the Voting Members present at any regular meeting shall suffice for the passage of any matter except that given in Article IX.

 Sec.4. A quorum of the Board of Directors shall be at least nine Directors present in person or represented by proxies in writing. At least six of said nine members shall be present and vote in person. The President shall request proxies for each meeting. The affirmative vote of a majority of the Directors present at any regular meeting shall suffice for the passage of any matter except that given in Articles II, IX, X and XI.

 Sec.5. The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with this Constitution and Bylaws and any special rules of order the Society may adopt.


ARTCLE VIII - CHAPTERS

Sec.1. Local chapters may be established at any point in the State where there is sufficient interest and proper leadership. A Chapter, to be recognized as such, must maintain a membership of ten or more in good standing in the Society.

 Sec.2. The meetings of such chapters may be conducted as outlined for the society as a whole, or they may establish their own rules of procedure. They shall elect their own local officers.

 Sec.3. Dues for local chapters shall conform to those prescribed in Article III, Sec. I. They shall be collected by the local treasurer and sent to the State Treasurer.

 Sec.4. The organization of local chapters is encouraged by the Society. Those who enroll in local chapters shall be members of the Society and are expected to support the statewide work of the Society.


ARTICLE IX - AMENDMENTS

Any Voting member may propose an amendment to the Constitution by notifying all officers, Directors, local chapter presidents and secretaries of the proposed changes in writing by first class mail, thirty days before a meeting of the Board of Directors or by publication in the Society's newsletter thirty days prior to the Annual Meeting.

 The President shall present the proposed amendment to the meeting of the Board of Directors, who may, by two-thirds vote, accept, reject, or revise, in whole or in part, the proposed change. If accepted as presented or revised, the Board of Directors shall, through the President, present the resulting proposal to the following regular meeting of the membership. If rejected, the proponent may present the proposal to the membership, providing the foregoing notification requirement has been met. In either case, the proposal would become an amendment to the Constitution if approved by two-thirds of the Voting Members present at the regular meeting.


ARTICLE X - BYLAWS

The Board of Directors may adopt such Bylaws for the government of the Society as may be necessary provided they do not contravene any part of the Constitution. Bylaws or amendments thereto must be supported by a two-thirds vote. The subject matter for such Bylaws shall be submitted in writing thirty days before a meeting of the Board of Directors to all directors and to local chapters' presidents and secretaries or by publication in the Society's newsletter thirty days prior to the Annual Meeting. Failing such submission, adoption must be by unanimous vote of those present.


ARTICLE XI - DISSOLUTION

Sec.1. Ninety days prior to the annual or special meeting at which action to dissolve is to be voted on, the Secretary of the Society shall notify by first class mail the three Vice-Presidents, the Directors from the State-at-large, and the president of each chapter whose responsibility it will be to notify all Directors representing that chapter.

 Sec.2. The Board of Directors, by a two-thirds vote of those present, may adopt a proposal to dissolve the Society.

 Sec.3. A simple majority of the votes of members present at the meeting is required to approve the proposal dissolving the Society.

 Sec.4. Assets of the Society are to be distributed to an organization which qualifies as a tax exempt organization under Section 501 (c) (3) of the 1954 Internal Revenue Code, as amended.

END BYLAWS of the TENNESSEE ORNITHOLOGICAL SOCIETY


AMENDMENT TO THE
BYLAWS OF THE TENNESSEE ORNITHOLOGICAL SOCIETY
Approved at the April 30, 2005 Annual Meeting 

Effective January 1, 2006, the annual dues to be paid to the Tennessee Ornithological Society by each member shall be as follows:

An Active Member shall pay annual dues to the Society of $18.

A Family Membership shall pay annual dues to the Society of $22.00 and shall   receive one copy of each issue of THE MIGRANT and THE TENNESSEE WARBLER.

A Sustaining Member shall pay annual dues to the Society of $30.00, with member/members entitled to the same benefits and voting rights as an Active or Family Membership.

A Student Member shall pay annual dues to the Society of $5.00.

U. S. Libraries and similar institutional subscribers shall pay $25.00 per year. Non-U.S. Libraries and similar foreign institutions shall pay $35.00 per year.

Honorary Members shall not be liable for dues.

Effective May 1, 2005, the annual amount paid to become a Life Member of the Tennessee Ornithological Society shall be as follows:

A member may become a Life Member by a single payment of $450.00 to the Society’s endowment fund or by four consecutive annual payments of $112.50 each. Life Memberships are not available to libraries or other institutions. Life Memberships are non-transferable. A spouse of a current Life Member is not covered by the Life Membership and shall pay annual dues to the Society of $4.00 to be included as a member of the Society.

All other provisions of the Bylaws remain unchanged and in force.

Local chapters may add to the dues of members whatever is necessary to cover the expenses of the local chapter.
 
 
 

All members and subscribers shall receive THE MIGRANT. No member who has failed to pay his dues by April shall receive any issue of THE MIGRANT beyond the March issue, until such dues are paid. It shall be the duty of the Treasurer to keep the Secretary up-to-date on the membership in good standing.
 
 

The Tennessee Warbler shall be the official newsletter of the Society. There shall be at least 2 issues published each calendar year. A copy shall be sent to all members in good standing. An issue of The Tennessee Warbler shall be mailed at least thirty days before the Annual Meeting and shall contain a schedule of events, a proposed agenda for the meetings and proposed amendments to the Constitution and Bylaws. The editor of The Tennessee Warbler shall be appointed by the President.

The charter of the TENNESSEE ORNITHOLOCIAL SOCIETY was granted by the State of Tennessee, December 14, 1938, and recording on Page 281 of the Corporation Record Book, Miscellaneous U. No 10656.

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