Approved by our Membership on June 23rd, 2021 at its Annual Meeting
ARTICLE I
PRINCIPAL OFFICE
The principal office for the transaction of the business of this corporation shall be at a place set by the Board of Directors within Santa Barbara County.
ARTICLE II
CHAPTER AREA
This corporation shall include within its Chapter area all of the places served by the U.S. Post Office in the following California localities: Carpinteria, Goleta, Santa Barbara, and Summerland.
ARTICLE III
MISSION AND OBJECTIVES
Santa Barbara Audubon Society protects area birdlife and habitat and connects people with birds through education, conservation, and science.
ARTICLE IV
MEMBERSHIP
Section 1. Classes of Membership
There are two classes of membership associated with this corporation, as specified below. Persons or organizations may hold membership in either or both of these classes.
- Chapter member: Any person or organization who subscribes to the purposes of this corporation as set forth in the Articles of Incorporation and who wishes to become a member of this corporation may do so by paying the established Chapter dues.
- National member: Any member of National Audubon Society who resides in this corporation’s Chapter area automatically qualifies as a Chapter member.
Section 2. Annual Dues
The annual dues of the National Audubon Society members shall be as established by the National Audubon Society. Chapter dues are set by the Board of Directors of this corporation.
Section 3. Membership Dues
Annual membership dues shall be payable at the time of application for National Audubon Society membership and shall be effective for 12 months from date of payment. Annual Chapter memberships extend from July 1 – June 30.
Section 4. Delinquent Dues
Should renewal of membership dues not be paid within six (6) months (or any time limit established by the National Audubon Society) after the time such fees are payable, a member so in default shall be dropped from the rolls of this corporation.
Section 5. Rights and Privileges
Members of both this Chapter and the National Audubon Society shall enjoy all the rights and privileges pertaining to membership in both organizations. Chapter members are entitled to participate in Chapter elections and activities, but have no rights and privileges regarding National Audubon Society elections, activities, and issues.
Section 6. Annual Meeting
The annual meeting of the members of this Chapter shall be held during either June or July of each year at a time and place set by the Board of Directors. Notice of such meetings shall be given in writing or by electronic communications to members at their last known physical or e-mail address at least ten days prior thereto. The number of members present at such meeting in person shall constitute a quorum for the conduct of business, and a majority vote of such quorum shall be required to pass any matter put before the meeting, except those items requiring a two-thirds vote of such quorum.
ARTICLE V
BOARD OF DIRECTORS
Section 1. Number and Qualifications of Directors
The Board of Directors shall consist of no fewer than twelve (12) members and no more than twenty (20) members, inclusive of co-officers and co-chairs; however, in no event shall the seated Board consist of fewer than ten (10) members.
The Board shall include the four executive officers: President, Vice President, Treasurer, and Secretary; a minimum of one (1) and maximum of three (3) Members-At-Large; and persons serving as chairpersons of the following standing committees: Conservation/Science, Education, Field Trips, Membership, Communications, Programs, and Development.
Section 2. Quorum
A majority of the seated Board members shall constitute a quorum for the transaction of business. Once a quorum is present, a majority of the Directors attending shall be sufficient to act for the Board unless a greater number is required in these Bylaws or by California law. A quorum, once called, continues until a member affirmatively questions the quorum or the meeting is adjourned. In the absence of a quorum, no formal action may be taken by the Board.
Section 3. Election and Term of Office
The Directors, Officers, and Chairpersons shall be elected at each annual meeting by the members for a term of one year.
Section 4. Powers of Directors
Subject to the powers of the members as provided by law or as herein set forth, all corporate powers of the corporation shall be exercised by or under the authority of the Board of Directors.
The powers of the Board of Directors include, but are not limited to,
- Providing for the election of officers/co-officers and committee chairpersons/co-chairs at the annual meeting by the members.
- Removing and replacing as needed officers/co-officers, agents, committee chairpersons/co-chairs and employees of the corporation; bestowing such powers and creating such duties as are consistent with law, the Articles of Incorporation, and these By-Laws; fixing their compensation; and requiring from them security and faithful service.
- Conducting, managing, and controlling the affairs and business of the corporation; and making such rules and regulations as are consistent with law, the Articles of Incorporation, and the By-Laws, as they may deem best.
- Borrowing money and incurring indebtedness for the purposes of the corporation; and causing to be executed and delivered therefore, in the corporate trust, mortgages, pledges, hypothecation or other evidence of debt and securities therefore.
- Receiving and approving the annual budget at its first business meeting each fiscal year.
- Approving, receiving reports from, and considering recommendations of, standing and ad hoc committees.
- Adopting and overseeing contracts.
Section 5. Responsibility of Directors
The responsibilities of the Board of Directors include, but are not limited
to,
- Working individually and collectively to advance the mission of the Chapter.
- Providing fiduciary oversight of the Chapter.
- Upholding the Chapter’s fiscal health and integrity.
- Serving in a stewardship capacity with respect to the assets and sound management of the corporation.
- Faithfully fulfilling duties as officers, committee chairpersons, and other assigned roles.
- Adhering to the corporation’s disclosures and conflict of interest policies and procedures.
Section 6. Vacancies
Any vacancy or vacancies in the Board of Directors resulting from death, incapacity, resignation, expiration of term of office, removal or otherwise shall be filled by appointment by the remaining Directors then in office even though less than a quorum. Such appointees shall serve until the next annual meeting of members.
Section 7. Business Meetings
Business meetings of the Board of Directors shall be held approximately nine (9) times each year on dates set by majority consent of the Board. Business meetings shall be open to all members.
Section 8. Notice of Business Meetings
Notice of regular meetings may be made by electronic or physical mail to Board members.
Section 9. Special Meetings
Special meetings of the Board of Directors for any purpose may be called at any time by the President or by any two Directors. Written notice of the time and place of special meetings shall be delivered personally to each Director or sent to each Director by mail, email, or other form of written communication, charges prepaid, addressed to them at their address or email address as it is shown in corporation records. Such notice shall be mailed at least seventy-two (72) hours prior to the time of the holding of the meeting, unless notice of the meeting is provided by email, in which case the minimum notification is twentyfour (24) hours.
The transactions of any special meeting of the Board of Directors, however called and noticed and whenever held, shall be as valid as though conducted at a meeting duly held after regular call and notice, if a quorum is present.
- Telephonic Meetings. A special meeting of the Board may be held by conference telephone, video conferencing, or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.
- Meetings By Email through Unanimous Consent. In circumstances deemed appropriate by the President, a special meeting of the Board may be held by email. All Directors must receive notice of the President’s intent to conduct a meeting by email, including a summary of the proposed action, the justification for using an email meeting format, and a deadline not less than 24 hours to object to the use of an email meeting. If any two members of the Board object to conducting a meeting by email, the President will notify all Board members that the meeting will not be conducted by the use of email format and either arrange a conference telephone or physical meeting of the Board. Any action taken by email vote must be unanimous and include all directors. Any action taken by email shall be reported promptly to the entire Board and subject to ratification at the next meeting of the Board.
Section 10. Adjournment
In the absence of a quorum at any meeting of the Board of Directors, the majority of the Directors present may adjourn the meeting until the time fixed for the next regular meeting of the Board.
Section 11. Removal
A Director may be removed from office, for cause, by the vote of a majority of Directors.
Section 12. Conflict of Interest
A conflict of interest occurs when an individual’s obligation to further the charitable interests of the corporation is at odds with his or her own financial interests. Whenever a Director has a financial or personal interest in any matter coming before the Board, he/she shall fully disclose the nature of the interest and withdraw from discussion, lobbying, and voting on the matter.
Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested Directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record any such disclosures and that the interested Director(s) were not present during discussion and abstained from voting.
Directors shall annually sign a statement affirming that they have read this Conflict of Interest article and are in compliance with it.
The Board shall not approve any loan of money or property to a Director.
ARTICLE VI
OFFICERS
Section 1. Officers
The officers of this corporation shall be a President, a Vice President, a Secretary, and a Treasurer. When the duties do not conflict, one person, other than the President, may hold more than one of these offices.
In circumstances deemed necessary by the Board of Directors for the effective functioning of the office, co-officers may be elected pursuant to Section 3. Election and Term of Office of Article V Board of Directors. Each co-officer shall be a member of the Board of Directors consistent with the number of directors and establishment of a quorum as set forth in Section 1. Number and Qualifications of Directors of Article V Board of Directors.
Section 2. Vacancies
A vacancy in any office because of death, resignation, removal, disqualification or otherwise shall be filled by the Board of Directors.
Section 3. President
Subject to control by the Board of Directors, the President shall have general supervision, direction and control of the business and affairs of the corporation, shall preside at all of the meetings of members and Directors, and shall have such powers and duties as shall be prescribed from time to time by the Board of Directors.
Section 4. Vice President
In the absence or disability of the President, the Vice President shall perform all the duties of the President, and in so acting shall have all the powers of the President. The Vice President shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.
Section 5. Secretary
The Secretary shall keep a full and complete record of all meetings, proceedings, and actions of the members, the Board of Directors, and Standing Committees; shall keep the seal, if any, of the corporation and affix the same to such papers and instruments as may be required in the regular course of business; shall make service of such notices as may be necessary or proper; shall supervise the keeping of the books of the corporation; and shall discharge such other duties as pertain to the office or as prescribed by the Board of Directors. The Secretary shall oversee and ensure the corporation’s compliance with all state and federal monitoring and reporting requirements, with the exception of financial reporting and tax returns, and shall monitor and ensure the corporation’s compliance with these By-Laws.
Section 6. Treasurer
The Treasurer shall receive and safely keep all funds of the corporation and deposit the same in such bank or financial institutions as may be designated by the Board of Directors. Such funds shall be paid out only by a check of the corporation signed by the President, Vice President, Treasurer, or Secretary or by such officers as may be designated by the Board of Directors as authorized to sign the same. The Treasurer shall oversee and ensure the timely preparation and filing of all state and federal tax returns and financial reporting documents, in coordination with the Secretary. The Treasurer shall have such other powers and perform such other duties as may be prescribed by time to time by the Board of Directors.
ARTICLE VII
COMMITTEES
Section 1. Committees
The corporation shall have the following standing committees: Conservation/Science, Education, Field Trips, Membership, Communications, Programs, and Development. Ad hoc committees may be convened by the President to undertake specific projects/activities of the corporation.
Section 2. Chairpersons
Each standing committee shall have a chairperson elected pursuant to Section 3. Election and Term of Office of Article V Board of Directors. Standing committee chairpersons shall be members of the Board of Directors.
In circumstances deemed necessary by the President for the effective functioning of the standing committee, co-chairs may be elected pursuant to Section 3. Election and Term of Office of Article V Board of Directors. Each co-chair shall be a member of the Board of Directors consistent with the number of directors and establishment of a quorum as set forth in Section 1. Number and Qualifications of Directors of Article V Board of Directors.
Section 3. Responsibilities
Each committee chairperson shall be responsible for carrying out the duties and functions of the respective committee, including recruitment of committee members. Committees shall report to the Board of Directors.
Section 4. Membership
Any member in good standing may serve on a committee.
ARTICLE VIII
NONPARTISAN ACTIVITIES
This corporation has been formed under the California Nonprofit Public Benefit Corporation Law for the public purposes described in the Articles of Incorporation, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office.
The corporation shall not, except in an insubstantial degree, engage in any legislative activities.
ARTICLE IX
DEDICATION OF ASSETS
On liquidation or dissolution of this nonprofit corporation, all properties and assets and obligations shall be distributed and paid over to an organization dedicated to charitable purposes, provided the organization continues to be dedicated to the exempt purposes as specified in Internal Revenue Code Section 501(c)(3).
ARTICLE X
COMMITMENTS
The Board of Directors of this corporation shall not enter into any commitments binding upon National Audubon Society without authorization from the latter. In like manner National Audubon Society shall make no commitments binding on this corporation without the consent of a majority the Board of Directors taken at a properly noticed meeting.
ARTICLE XI
DISCONTINUANCE
This corporation reserves the right to terminate its chapter status on six months’ notice, given in writing to National Audubon Society, in which case allocation of dues by the National Audubon Society will cease on expiration of the six-month period. This corporation recognizes the right of National Audubon Society to terminate the chapter relationship of this corporation on six months’ notice, given it by the National Audubon Society, in which case the members of this corporation shall continue as members of the National Audubon Society for the balance of the term for which the dues have been paid.
ARTICLE XII
AMENDMENTS
Section 1. Power of Members
New By-Laws may be adopted or these By-Laws amended or repealed by a two-thirds vote of those members in good standing at any annual meeting of the members or by the written assent of such members, except as otherwise provided by law or by the Articles of Incorporation. Any amendment changing the authorized number of Directors shall be submitted to the members at the annual meeting for approval.
Section 2. Power of Directors
In the event that the Board of Directors determine that circumstances require amendment to the By-Laws at a time other than the Annual Meeting, (other than an amendment changing the authorized number of Directors which may only be approved by the Membership), these By-Laws may be adopted, amended, or repealed by a two-thirds vote of the Board of Directors. Any such Amendment will be submitted to the Membership for ratification or rejection at the next Annual Meeting.
