Space Coast Audubon Society of Brevard County

By-Laws (Revised February 18, 2022)

Article I: Name and Affiliation

This organization shall be a not-for-profit corporation known as the Space Coast Audubon Society (hereafter referred to as the Society) and shall be a Chapter of the National Audubon Society. The relationship between this Chapter and the National Audubon Society shall be governed by the Chapter Policy. Neither Chapters nor National shall enter into any commitment binding on the other without written authorization to do so.

Article II: Purpose

The purpose of this Society is to disseminate and promote conservation education; to create understanding of and interest in all wildlife; to help preserve irreplaceable natural resources and the Earth’s ecosystems of which mankind is an inseparable element, and to contribute to restoration of Earth’s threatened environment.

Article III: Membership

Section 1: Membership in the Society shall also include membership in the National Audubon Society in association with Audubon of Florida. The categories of membership and annual dues shall conform to those established by the National Audubon Society.

Section 2: Members of the Society shall receive the communications of and have all other membership privileges in the applicable organizations.

Section 3: Delinquent membership status shall be as defined in the bylaws of the National Audubon Society. Delinquent members, so defined, shall be removed from the membership roster of the Society upon loss of their membership status.

Article IV: Membership Meetings

Section 1: Regular monthly meetings shall be held from September through May each year on dates established by the Board of Directors.

Section 2: Members shall be notified of such dates and/or changes by whatever means of communication the Board of Directors believes to be most effective.

Article V: Board of Directors

Section 1: The control and conduct of the property, business, long term objectives and overall policies of the Society shall be vested in a Board of Directors which shall consist of not fewer than twelve and not more than twenty members of the Society. The elected officers of the Society shall be ex-officio members of the Board of Directors. The remaining members of the Board shall be appointed by the president. An appointed board member may be removed from office by a two-thirds majority vote of the entire Board of Directors. When a new president assumes office, the immediate past president shall remain a member of the Board of Directors.

Section 2: Meetings of the Board of Directors shall be called by the president of the Society as provided by Article VI, Section 2 of these bylaws. Board meetings shall be held at least five times during the fiscal year.

Section 3: A simple majority of the members of the Board shall constitute a quorum. The Board shall conduct business by majority vote, provided a quorum is in attendance. In the event of a tie vote, the presiding officer, who shall normally not vote, shall cast the deciding vote.

Section 4: All expenditures of the Society shall be in accordance with a Board-approved budget or shall be approved by majority vote of the Board.

Article VI: Officers

Section 1: The officers of the Society shall consist of a president, a vice president, a secretary and a treasurer.

Section 2: The President shall preside at all meetings of the Society, including the meetings of the Board of Directors, and shall supervise all phases of the Society’s work in accordance with the general policies of the Board. The President shall appoint all committee chairs except for the Nominating Committee. The President shall serve on all committees ex officio except for the Nominating Committee. The President shall notify members of all regular and special meetings at least one week prior to the meeting.

Section 3: The Vice President shall, in the absence or inability of the President, perform the duties of the President. The Vice President shall serve as Chair of the Program Committee.

Section 4: The Secretary shall prepare and maintain minutes of the official meetings of the Society and of the Board of Directors and shall file and preserve Society minutes for two years, after which time they shall be passed to the Historian.

Section 5: The Treasurer shall receive and be the custodian of all monies of the Society and shall deposit all such funds in the name and credit of the Society in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Society as may be approved by the Board of Directors, keeping proper records, and shall render to the Board, when requested, an account of all transactions of the Treasurer as well as the financial condition of the Society. The Treasurer shall maintain a record of all capital equipment in the possession of individuals of the Society. The Treasurer shall submit an annual report of the financial conditions at the first Board of Directors meeting of the new fiscal year. The Treasurer shall be responsible for paying annual corporate registration fees to the State of Florida and for maintaining in force the Society’s non-profit status with both the State of Florida and the Internal Revenue Service. The outgoing Treasurer shall close all financial records of the Society and transfer same to the new Treasurer within 30 days of the close of the fiscal year.

Section 6: All checks of the Society shall be signed by the Treasurer or the President.

Section 7: The Treasurer shall prepare a Draft Budget for the upcoming fiscal year by the April Board Meeting. The Treasurer shall incorporate all agreed upon updates to the Draft Budget and submit a Final Budget for Approval of the Board by the May Board Meeting.

Article VII: Election of Officers

Section 1: The Board of Directors shall annually appoint, prior to February 1, a Nominating Committee to consist of three members of the Society, one of whom shall be a director but not an officer and who shall serve as chair. The names of the members of the Nominating Committee shall be announced to the members of the Society at the February general meeting and published in the Society communications prior to that meeting. Suggestions for nominations of officers may be submitted to the committee by any member of the Society.

Section 2: The Nominating Committee shall nominate candidates for officers of the Society and shall present its slate of nominees to the membership at the March general meeting. This slate of nominees shall also be published in the Society communications prior to the April general meeting.

Section 3: In case any member of the Nominating Committee shall be unable to serve, then the President shall appoint a person to fill the vacancy.

Section 4: The month of April shall be designated as the Annual Meeting of the Society, at which time the election of new officers shall take place. Prior to the actual election, the presiding officer shall call for additional nominations from the floor. The newly elected officers shall assume their duties at the start of the new fiscal year. Officers shall hold office for one year or until their successors are elected. In case of a vacancy occurring among the officers before the end of the term, the vacancy may be filled for the balance of the term by majority vote of the Board of Directors. Officers may be removed during their term by majority vote of the members in attendance at a regular membership meeting of the Society, provided 30 days’ notice of such vote has been given.

Article VIII: Standing Committees

The President shall appoint annually a member to serve as a chair for each standing committee, who may in turn select other members to serve on the committee. These committees and their duties are as follows:

Section 1: A Membership Committee that shall conduct membership campaigns and bring into the Society all who are interested. It shall also be the duty of the committee to maintain a current membership roster.

Section 2: A Program Committee, chaired by the Vice President, that shall plan and arrange for the speakers for each general meeting, in consultation with the President.

Section 3: A Communications Committee that shall compile, edit, publish and distribute the official Society communications.

Section 4: A Field Trip Committee that shall organize and arrange field trips.

Section 5: A Publicity Committee that shall strive to secure through newspaper, radio, TV, and other media, publicity covering the activities and objectives of the Society.

Section 6: A Conservation Committee that shall endeavor to keep the Society informed of conservation developments and legislation and submit recommendations to the Board of Directors for their consideration and possible action.

Section 7: An Education Committee that shall endeavor to develop interest in nature and conservation.

Section 8: A Historian shall be appointed by the President with the approval of the Board of Directors. The Historian shall maintain and keep current the Society’s history, maintain a file of all official Society communications and perform such other duties applicable to the office of Historian as the President may direct.

Section 9: The President may also appoint other committees, as deemed necessary.

Article IX: Finances

Section 1: The fiscal year of the Society ends at midnight, May 31. All expenses and receipts must be submitted to the Treasurer no later than June 15.

Section 2: The general Fund of the Society shall be derived from the income from members’ dues, donations and from other sources.

Section 3: The Allan D. Cruickshank Memorial Fund has been established by the Board as a Special Fund. The purpose of this Fund is to provide a source of future income for the general operations of the Society. The Treasurer shall propose a withdrawal methodology for the upcoming year, subject to the approval of the Board of Directors, and document it in the Draft and Final Budgets. The withdrawal methodology should consider the operational needs of the Society, the performance of the Special Fund assets in the preceding years, and the need for the preservation of capital to support the Society’s general operations for future years. The principal of this Special Fund shall not be utilized for any other purpose.

Section 4: Other Special Funds may be established from time to time by the Board of Directors.

Article X: Amendments

Section 1: These bylaws may be amended at any general meeting of the Society by two thirds vote of those members in attendance and voting, provided notice of the proposed amendment has been given at a previous meeting and in any subsequent regular official Society communications.

Section 2: All such proposed amendments shall be submitted in writing and signed by at least three members in good standing.

Article XI: Meeting Conduct

Board Meetings will be conducted following procedures established by Robert’s Rules of Order.

Bylaws amendment: On February 21, 2020 the members present at the regular meeting of the SCAS, unanimously passed this amendment to the bylaws. In Article 4 (Meetings) – This sentence was changed from Members shall be informed of such dates thru a mailing to all members to Members shall be informed of such dates by whatever means of communication the Board of Directors believe to be most effective.

Bylaws amendment: On February 18, 2022, the members in attendance at the General Meeting of the Society, unanimously passed the following amendments which have been incorporated into the bylaws.


____________________   ____________________         __________________________

Bert Alm                      Jim Stahl                     Deborah Longman-Marien

Field Trip Director         President                     Secretary

(original signatures captured digitally and available to view upon request)