Bylaws Of Woodlawn Nature Council, Inc.
Henceforth the organization shall be known as Woodlawn Nature Center (“WNC”), aka Woodlawn Nature Park, a not-for-profit corporation dedicated to:
- the preservation and conservation of native flora and fauna through hands-on education,
- promoting increased appreciation for our place in natural history and our responsibility as a key species,
- a commitment to the enhancement of our own habitat, and
- connecting people to nature.
Section 1 Membership
Memberships are open to the general public, including corporations, and organizations.
Each individual member shall be entitled to one (1) vote, in person, at all regular or special meetings of the members. A family, corporation, or organization may delegate a representative to vote.
Section 2 Annual Membership Meetings
The annual meeting of the members of the corporation shall be held at:
Woodlawn Nature Center
604 Woodlawn Avenue
or other location as necessary on the third Wednesday of March of each year at 7:00 p.m. The purpose of this annual meeting is to elect vacancies of the Board of Directors, review the annual reports of the corporation from the Executive Director, President, and Treasurer and to transact other such business as may lawfully come before the membership at the meeting.
It shall be the duty of the secretary or delegate to give a minimum of ten (10) days notice of such meeting to each existing member either in person, by e-mail, telephone, or mail. Such notice shall state that the meeting is the annual membership meeting and the time and place thereof. This notice shall be addressed to each existing member at his/her e-mail address, telephone number, or address as appears on the records of the Corporation.
Section 3 Special Meetings of the Membership
Special meetings may be called by the majority of the Board of Directors, by the President, or by written petition of not less than twenty-five (25%) percent of members authorized to vote. The petition shall be filed with the Secretary and shall state the reason for the special members’ meeting. The President shall schedule the date of such meeting within two weeks of the filing of the petition. The Secretary or delegate shall give ten (10) days notice of such meeting to each member in the same manner as stated above. The notice shall state that the meeting is a special members’ meeting, the date, time, location, reason for the meeting and that no other business than that stated shall come before the meeting.
Section 4 Membership Meeting Quorum
A quorum shall be all voting members present in person at any membership meeting and shall be capable of transacting any business, except when otherwise especially provided by law, the by-laws, or the Articles of Incorporation. However, if a special meeting is called, at least fifty (50%) per cent of those signing the petition calling for the meeting must be present or the meeting will be canceled and no business shall be transacted.
Section 5 Membership Meeting Protocol
The President, or in his/her absence, the Vice President shall call meetings of the members to order and shall act as Chairperson of such meetings. Should both the President and Vice President be absent, a Chairperson shall be elected from those present to preside at the meeting. The Secretary of the Board of Directors or, in his/her absence, any member appointed by the Chairperson shall act as Secretary of all such meetings.
Board of Directors
Section 1 Board of Directors and their election
The Board of Directors (“Board”) shall consist of a maximum of nine (9) members (“Directors”). To maintain continuity and progression one-third (1/3) of the Directors shall be elected each year by a plurality of the voting members present, in person, at the annual meeting of the members. A nominating committee, established by the sitting Board, shall seek nominations for Directors and prepare applicable information and ballots for the members.
Directors shall each serve a term of three (3) years and may be re-elected to serve a second consecutive term. Once a Director has served the second consecutive term, that individual will be eligible for election to the Board after a break of no less than three (3) years.
Initially, at the first annual member meeting after adoption of these Bylaws, the three (3) Directors elected with the highest number of votes shall serve three (3) year terms, the three (3) Directors elected with next highest number of votes shall serve two (2) year terms, and the three (3) Directors with the subsequently highest votes shall serve one (1) year terms. A Director initially serving a term of less than three (3) years and then a consecutive full second term may be again eligible for election to the Board after a break of no less than the duration of the initial term served.
The Board shall consist of members who are individuals capable of serving independently of family and business interests and conflicts. Possible conflicts of interest will be disclosed by Directors in writing to be kept on file. A Director will abstain from voting on matters affecting or affected by any personal, business, or other organizational loyalty or interest.
No more than one (1) individual who are domestic partners, blood relatives, in-laws, step or adopted relatives, or cohabitating in a family-like relationship shall be Directors at any given time.
Section 2 Duties
The corporate power of the Corporation shall be vested in the Board, who shall have the management and control of the business of the Corporation.
Section 3 Resignation
A director may resign at any time by filing his/her written resignation with the President or Secretary. Absence from three (3) or more consecutive meetings without board approval shall be considered as the resignation of the Director.
Section 4 Vacancies
In case of any permanent vacancy in the Board, the remaining Directors may elect a successor to fill the remainder of that term.
Section 5 Monthly Board Meetings
The Board shall meet twelve (12) times each year usually monthly. Directors may attend by electronic means (conference telephone or computer). The President is responsible to reschedule a meeting In the event of inclement weather or other emergency.
Section 6 Election of Board Officers
The annual election of the officers of the Board shall be held at the next meeting following the annual meeting.
Section 7 Special Board Meetings
Special meetings of the Board shall be held whenever called by the President or upon the written request of any two (2) Directors. The Secretary, or his/her delegate, shall give at least three (3) days’ notice of such meetings to each Director, in person, by mail, e-mail, or telephone. Requirement of such notice may be waived in writing.
Section 8 Action by Consent of Directors
Any action required or permitted to be taken at any meeting of the Board, or of any committee, may be taken without a meeting if, prior to such action, a personal consent is granted by at least two-thirds majority of the members of the Board or of such committee, as the case may be, and such consent in writing is filed with the minutes of proceedings of the Board or the committee. All such actions will be ratified at the next Board meeting.
Section 9 Quorum
A majority of the current Board shall constitute a quorum for the transaction of business. If a quorum is not present the meeting shall be cancelled.
Section 10 Removal
Any Director may be removed at any time by the affirmative vote of a majority of the remaining Directors.
Section 11 Organization
The President, or in the absence of the President, the Vice President, or in the absence of both, any Director chosen by the Directors present, shall call meetings to order and act as Chairperson of such meetings. The Secretary, or in his/her absence, any Director appointed by the Chairperson shall act as Secretary of all such meetings.
Section 12 Order of Business
The order of business at all meeting shall be as follows:
(1) Call meeting to order
(2) Approve minutes of the preceding meeting as distributed
(3) Treasurer’s report (if treasurer is unavailable, the report shall be submitted to the President to present)
(4) Operational Reports
(5) Committee Reports
(6) Unfinished Business
(7) New Business
Any Director wishing to raise new business must notify the President at least one week in advance of the meeting to have the same placed on the agenda.
In the event of controversy, the Board shall follow parliamentary procedure at its meetings.
As long as all elements stated above are present, the order may be changed to accommodate any special guest(s) or purpose(s) at a specific meeting.
Section 1 Election
The officers of the Board and Corporation shall be the President, the Vice President, the Secretary, the Treasurer and such other officers as may be created by the Board. Such officers shall be elected as provided above and shall hold office for a period of one year of until the successors are elected. Officers may be re-elected.
Section 2 Removal
An officer may be removed at any time by the majority vote of the Board.
Section 3 Duties
The principle duties of the Board officers are as follows:
(a) The President shall preside at all meetings of the members and of the Board. He/she shall see that all orders and resolutions of the Board are carried out. He/she shall sign all checks, certificates, stock, bonds, deeds, leases, conveyances, commercial paper, contracts, and all other obligations and instruments in writing, unless otherwise ordered by the Board of Directors. The President shall be the chief spokesperson for Woodlawn Nature Center and its Board to the community. The President is also an ex-officio member of all committees.
(b) The Vice President shall discharge the duties of the President in the event of his/her absence or disability for any cause. He/she shall perform such additional duties as may be prescribed from time to time by the Board or as may be prescribed from time to time by the by-laws.
(c) The Secretary, with the President, shall sign all certificates of stock and attest all bonds, deeds, leases, or conveyances executed by the Corporation and shall keep a correct and complete record of all the proceedings of the Corporation, including such as relate to the election or its officers. He/she may sign checks along with the President or Treasurer. He/she or his/her delegate shall keep a record containing the names of all members, their addresses, e-mails and telephone numbers. He/she shall safely and systematically keep all books, records, and papers belonging to the Corporation or in anywise pertaining to the business thereof.
He/she shall attend to the giving and serving all notices of meeting of the Board and members. He/she shall, in general, perform all the duties which are incident to the office of Secretary of a corporation, subject to the Board. He/she shall perform such additional duties as may be prescribed from time to time by the Board.
(d) The Treasurer shall keep account of all moneys, credits, and property of the Corporation which shall come into his/her hands and shall keep an accurate account of all moneys received and disbursed. He/she shall have the custody of all the funds and securities of the corporation and shall be the Chairperson of the finance committee.
Whenever necessary he/she shall endorse on behalf of the Corporation checks, notes, or other obligations and evidence of the payment of money payable to the Corporation or coming into his/her possession and shall deposit the funds arising there from, together with all other funds of the Corporation coming into his/her possession in such bank(s) as may be selected as depositories of the Corporation or properly care for them in such other manner as the Board may direct.
At least two (2) the Treasurer, Secretary and/or President shall sign checks and other instruments drawn on or payable out of the funds of the Corporation, subject to the Board.
If the Board shall so require, he/she shall give bond in such sum and with such surety as the Board may direct, for the faithful performance of his/her duties, and for the safe custody of the funds and property coming into his/her possession. He/she shall perform such additional duties as may be prescribed from time to time by the Board.
Section 4 Delegation of Duties
In case of the absence or inability to act of any officer of the Corporation, the Board may delegate, for the time being, the duties of such officer to any other officer or to any Director, except that the office and/or powers of the President, the Treasurer and the Secretary shall not be held or exercised by one person at the same time.
Section 5 Vacancies
Whenever any vacancy shall occur in any office of the Corporation, such vacancy shall be filled by the Directors by the election of a new officer who shall hold his/her office until his/her successor is duly elected.
Fiscal Year & Other
Section 1 Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January and terminate on the 31st day of December of each year.
Section 2 Amendments
The Bylaws may be adopted, amended, or repealed at any lawful meeting of the Board when presented in writing and after a one (1) meeting review. Notice will be given to each Director in person, by mail, email, or telephone at least two (2) days prior to the meeting in which amendment is to be approved. Such notice will include the date, time and place of the meeting, that the purpose of the meeting is to consider a proposed amendment to the Bylaws, and contain a copy, summary, or state the general purpose of the amendment(s).
Section 3 Capital Assets
Capital assets shall be any purchased items valued at One-Thousand Dollars ($1,000) or over.