CONSTITUTION AND BY-LAWS OF

 TYLER AUDUBON SOCIETY

(Revised March 24, 2003)

          CONSTITUTION

                                                                    Article I                              

NAME This organization shall be known as TYLER AUDUBON SOCIETY, hereinafter referred to in this instrument as TAS.

                                                                   Article II

PURPOSE AND OBJECTIVES

     The purpose and objectives of TAS shall be to engage in any such educational, scientific, investigative, literary, historical, philanthropic, and charitable pursuits as may be part of the stated purposes of THE NATIONAL AUDUBON SOCIETY (NAS), of which TAS shall function as a chapter.

                                                                   Article III

EXEMPTION FROM FEDERAL TAX       

In order to be recognized as a non-profit organization exempt from federal income tax, TAS shall: a) be organized exclusively for educational and/or scientific purposes as defined under 501c(3) of the Internal Revenue Code; b) operate in such manner that no part of the net earnings of TAS shall inure to the benefit of, or be distributable to, its members, trustees, officers or other private persons, except that TAS shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set for the in the purpose clause hereof.  No substantial part of the activities of TAS shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and TAS shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provision of this document, TAS shall not carry on any other activities not permitted to be carried on (1) by an organization exempt from federal income tax under section 501c(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (2) by an organization, contributions to which are deductible under section 170c(2) of the Internal Revenue Code, or corresponding section of any future federal tax code; c) upon the dissolution of TAS, distribute assets for one or more exempt purposes within the meaning of section 501c(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  (See Article VI-B [Discontinuance] of the By-Laws of TAS.)

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               BY-LAWS OF THE TYLER AUDUBON SOCIETY

                                                                Article I

MEMBERSHIP

Any person interested in the purposes of TAS is invited to join TAS as well as NAS.  TAS membership is divided into two classes:  Active Members and Associate Members.  “Active Members” are those who support the activities of TAS through the payment of annual, local dues.  “Associate Members” are those members who belong to TAS by reason of having joined NAS but who have not paid their local dues.  Those in this geographic area joining NAS shall automatically become “Associate Members” of TAS.  Annual dues of NAS are set by National; annual dues of TAS are set by TAS Board of Directors.  Rights and benefits of NAS and TAS may vary, according to guidelines set by NAS and by TAS Board of Directors.

There are three classes of “Active Membership”—individual, family, or student—all of which are considered to be members in good standing.  To maintain good standing, members must have paid dues for the current fiscal year (July-June).

                                                               Article II

MEETINGS

     Section 1.  The annual business meeting of TAS shall be held in April of each year.

     Section 2.  Regular monthly meetings of the TAS shall be held on the second Tuesday of the month unless for cause, changed by the Board of Directors or the Board’s Executive Committee, with advance notice to the membership.

     Section 3.  Special meeting of the TAS may be called by the President, or pursuant to resolution of the Board or its Executive Committee, provided notice of such meetings and their purpose is given in advance

    Section 4.  Those members present shall constitute a quorum at any regular, special, or annual meeting of the TAS.

                                                              Article III

BOARD OF DIRECTORS

     Section 1.  The conduct and control of the business and property of the TAS shall be vested in a BOARD OF DIRECTORS, composed of the elected officers of TAS, the immediate past president, the three elected Directors and the Chairman of each Standing Committee, all of whom must be members in good standing.  The three elected directors shall be elected on a rotating basis, one each year, by a majority of TAS members present at the annual business meeting.  Terms of office for these Directors shall be three years. 

      If vacancies occur during the year, any of the offices above may be temporarily filled by the Board until the annual business meeting.

     Section 2.  Meetings of the Board of Directors shall be held at least five times during the TAS fiscal year.

     Section 3.  Five members present shall constitute a quorum for the transaction of business at any Board Meeting.

     Section 4.  Meetings of the Board may be called by the Chairman of the Board, or by any three members of the Board, proper notice in advance having been given.  Any business may be transacted at a special meeting of the Board, which might be appropriate at a regular meeting of the Board.

     Section 5.  An Executive Committee of the Board of Directors shall be composed of the President, Vice-President, Secretary, Treasurer, Past President, and one other Board member selected by the President.  This Executive Committee shall have the authority to conduct business of an emergency nature or when it is impractical to call a meeting of the entire Board.  Three members of this committee shall constitute a quorum.  Any business transacted by the committee shall be reviewed at the next regular meeting of the Board.

                                                              Article IV                   

OFFICERS

     Section 1.  The officers of TAS shall be a President, a Vice-President, a Secretary, a Treasurer, the Immediate Past President, and three elected Directors.  These shall be elected at the Annual Business meeting of TAS and they shall hold office for one year, or until successors are elected.

     Section 2.  The President of TAS shall also become the Chairman of the Board of Directors, and shall preside at all regular or special meetings of TAS and of the Board of Directors.  The President shall direct and administer the affairs of TAS as its executive head, shall supervise all phases of its work, subject to instructions of the Board of Directors, and shall appoint all Committee Chairmen and shall be an ex-officio member of all committees, except the Nominating Committee, which shall be elected by the Board of Directors following the annual Business Meeting of TAS.

     Section 3.  The Vice-President shall assist the President in carrying out of the latter’s duties, shall preside at all meetings in the absence of the President, and shall serve as Chairman of the Program Committee.

     Section 4.  The Secretary shall keep a record of the proceedings of TAS and of the Board of Directors.  The Secretary is responsible for proper notice of all meetings, shall preserve the minutes and all important correspondence of TAS, and shall perform such other duties of like nature as the Board may direct.

     Section 5.  The Treasurer shall have custody of TAS’s funds and securities; shall see to the deposit of all monies and securities in the name of and to the credit of TAS in such depositories as may be designated by the Board of Directors.  The Treasurer shall submit records to an Auditing Committee, appointed by the President, for audit each fiscal year, and shall disburse the funds of TAS as may be authorized by the Board.  A financial report shall be given at each Board meeting and a complete report of the financial standing of TAS given at the annual business meeting.  All drafts and checks of TAS shall be signed by the Treasurer and one of the following:  President, Vice-President, or Secretary.  In case the Treasurer shall be, for any reason, unable to sign, any two of the above officers may do so.

     Section 6.  The Past President shall serve on the Board of Directors, as well as the Executive Committee, and perform other duties as defined by the Policies and Procedures of TAS.

                                                              Article V

A. STANDING COMMITTEES

     Section 1.  PROGRAM

          The Vice-President shall be responsible for making plans and arrangements for regular meetings of TAS.  The Program Chair and members of the committee shall promote interest in and appreciation for the program of the AUDUBON cause through meetings, lectures, discussions, exhibits, publications, and programs.

      Section 2.  MEMBERSHIP

           The President shall appoint annually a Membership Chair whose duties are related to recruiting and retaining members of TAS.  Specific tasks are delegated by the Board and are enumerated in the Policies and Procedures of TAS.

     Section 3.  EDUCATION

           The President shall appoint an Education Chair whose duty it shall be to attempt to arouse greater local appreciation of the value and need for conservation of our wildlife, plants, soil and water, and the relationship to human welfare of their intelligent treatment and wise use through school and community programs, exhibits, and other means.

   Section 4.  CONSERVATION

            The president shall appoint a Conservation Chair who shall be responsible for the planning and implementation of any TAS projects, with the advice and consent of the Board, that pertain to the conservation or restoration of natural resources in the East Texas area, or the support of such in the state or nation.  East Texas issues regarding conservation should be identified and disseminated to the public.

    Section 5.  PUBLICITY

             A Publicity Chair shall be appointed annually by the President to publicize, through newspaper and other media, the purposes and programs of  AUDUBON.

             The president shall appoint annually the Editor of the newsletter—The PINE WARBLER.

B SPECIAL COMMITTEES

     Section 1.  NOMINATING

a) The Board of Directors shall elect, at the first Board meeting following the Annual Business meeting, a Nominating Committee, to consist of at least three members of TAS who are in good standing.

b) This committee shall present at the Annual Business meeting candidates for membership on the Board of Directors to succeed those whose term of office will next expire and candidates for officers of TAS.

c) In case any member of the Nominating Committee shall be unable to serve, the      Executive Committee of the Board of Directors shall fill the vacancy from the membership of TAS.

d) Nothing herein contained shall prevent nominations by members from the floor at the time of the meeting at which elections are to be held.

Section 2.  OTHER

Other  Committees may be formed by the Board of Directors, with the Chairs appointed by the President,  as deemed necessary, with duties designated by the Board.  Such Committees might be, among others, Legislative, Christmas Bird Count, Fund-Raising or Finance, History, Sanctuary, Field Trip, Hospitality, or others as needed.  Specific duties maybe formulated in TAS Policies Manual.

                                                                    Article VI

RELATIONSHIP BETWEEN TAS AND NATIONAL

The relationship between this Chapter and the National Audubon Society shall be governed by the Chapter policy as established by the Board of Directors.

A.  COMMITMENTS

The Board of Directors of TAS shall not enter into any commitment binding on the NATIONAL AUDUBON SOCIETY without authorization from the latter.  In like manner, NATIONAL AUDUBON SOCIETY shall make no commitments binding on TAS without its consent.

B.  DISCONTINUANCE                  

     Section 1.  The TAS reserves the right to terminate its Chapter or branch status on six months notice, given in writing, to the NATIONAL AUDUBON SOCIETY, in which case all allocation of dues by NAS to TAS will cease on expiration of the six months period.  The TAS recognizes the right of the NATIONAL AUDUBON SOCIETY to terminate chapter or branch relationship on six months notice given by it to TAS, in which case the Associate Members of TAS shall continue as members of NAS for the balance of the term for which dues have been paid to NATIONAL.

     Section 2.  In the event that the TYLER AUDUBON SOCIETY should cease to exist under the present Constitution and By-Laws, all monies, funds, securities, materials and other property of this TAS shall be disposed of pursuant to the recommendations of the Board of Directors of the TYLER AUDUBON SOCIETY and the guidelines of the NATIONAL AUDUBON SOCIETY, and in conformity with Article III (c) of the Constitution of TAS.

                                                              Article VII

AMENDMENTS

     The By-Laws of the TAS may be amended by a two-thirds vote of the Board of Directors present at any regular or special meeting thereof, provided proper notice of such amendments has been given in advance.

The Constitution and By-Laws of the Tyler Audubon Society were amended at the Board of Directors meeting on March 24, 2003, in order to provide for the assessment of local dues to support the expenses of the Chapter.  Other minor corrections and changes were also made.