SENECA ROCKS AUDUBON SOCIETY
Seneca Rocks Audubon
CONSTITUTION
ARTICLE I - Name
This organization shall be known as the Seneca Rocks Audubon Society (hereinafter called SOCIETY).
ARTICLE II - Purpose
SECTION 1
The purpose and objectives of this SOCIETY shall be to engage exclusively in any such educational, scientific, literary, historical and charitable pursuits as are set forth in its Certificate of Incorporation, if any, and/or are the purposes and objectives of the National Audubon Society, Inc. (hereinafter called NATIONAL SOCIETY), of which this SOCIETY shall function as a Chapter, and said purposes and objectives shall conform to the provisions of Section 501(c)(3) of the Internal Revenue Code.
SECTION 2
This SOCIETY is not organized, nor shall it be operated, for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits or dividends to the members thereof, or to any private shareholder or individual. The property, assets, profits and net income of this SOCIETY are irrevocably dedicated to charitable purposes and no part of the property, assets, profits or net income of this SOCIETY shall ever inure to the benefit of any director, officer, or member thereof, or to the benefit of any private shareholder or individual. Upon the dissolution, or upon abandonment, the assets of this SOCIETY remaining after payment, or provision for, all debts and liabilities of this SOCIETY, shall be donated to NATIONAL SOCIETY or its successor, or, if unwilling or unable to accept said donation to such corporation or corporations, association or associations, fund or funds, foundation or foundations, having similar objects and purposes as this SOCIETY, as the Board of Directors of this SOCIETY may designate, subject of the order of a Court as provided by law; provided that none of such assets shall be donated to any organization other than one organized and operated exclusively for one or more of the purposed presently set forth in Section 501(c)(3) of the Internal Revenue
ARTICLE III - The specific goals of this SOCIETY shall be as follow:
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SECTION 1
To protect birds and habitat.
SECTION 2
To serve the needs of birds, nature and the SOCIETY’S members through conservation, advocacy, birding, education, public outreach, recreation, citizen science and stewardship
BY-LAWS
ARTICLE I - Membership
SECTION 1
Membership policies shall be consistent with the Membership Policy of the National Audubon Society. The board of directors of Seneca Rocks Audubon Society may elect to establish a chapter-only membership category and determine the benefits of said membership.
SECTION 2
Eligibility to vote in any duly called annual or special meeting of the SOCIETY shall be afforded to members in good standing as determined by the Chapter Membership Policy.
SECTION 3
Any vote of the membership may be conducted by mail or electronically or at a meeting of the membership, at the discretion of the board of directors.
ARTICLE II - Meetings
SECTION 1
Regular meetings of members shall be held at such time and place as the board shall designate.
SECTION 2
The annual meeting of members and any special meeting of the members shall be held at such time and place as the board shall designate.
SECTION 3
Special meetings of the members may be called by the secretary upon the written request of not less than 4 Members In Good Standing.
SECTION 4
Notice of the annual meeting, special meeting and any membership meeting, including all items to be considered, shall be sent to all members at least ten (10) days in advance of any meeting. Such notice is given by mail, electronically or at a meeting of the membership and may be published in the SOCIETY’s newsletter.
SECTION 5
Ten members in good standing shall constitute a quorum for the transaction of business at any duly called annual or special meeting.
ARTICLE III - Board of Directors
SECTION 1
The business of the SOCIETY shall be vested in its Board of Directors. The Board shall include the elected officers, the chairs of such committees as determined necessary for the effective functioning of the SOCIETY, and 4 elected members-at-large. Board members must be members of the SOCIETY.
SECTION 2
There shall be at least 3 regular meetings of the Board of Directors in any one calendar year as determined by the Board.
SECTION 3
Special meetings of the Board shall be called by the President or by the Secretary upon request of the majority of the Board. Notice of a special meeting may be given in person, by telephone or electronically not less than two (2) days in advance.
SECTION 4
A majority of the Board shall constitute a quorum at any meeting of the Board provided such a quorumincludes 2 elected officers.
SECTION 5
The President, or in the President’s absence the Vice President, shall act as the chairperson of any board meeting. If both are absent, the President shall designate another board member to act as chairperson.
SECTION 6
The Board shall assume their duties on July 1 of each year.
ARTICLE IV - Officers and Members-at-Large
SECTION 1
The officers of the SOCIETY shall be a President, a Vice President, a Secretary, a Treasurer, and such other officers as may be determined by the Board of Directors.
The President shall hold office for a two-year term, or until a successor is elected. All other officers shall serve for two (2) year terms, or until their successors are elected.
SECTION 2
The 4 members-at-large will hold office for a two-year term, with 2 elected in an odd year, and 2 elected in an even year.
SECTION 3
The officers and 4 members-at-large shall be elected by a plurality of the voting members of the SOCIETY present, in person, or by ballot, at the annual meeting of members.
SECTION 4
If by reason of resignation or death, or for any other reason, an office shall become vacant, the Board may proceed to elect, by majority vote, such Officer to fill the vacancy and the Officer so elected shall serve until the next annual meeting of members. When, for such purpose, an Officer has been elected for less than a full term, such part term shall be disregarded with respect to term limits. The same procedure shall be followed for vacancies for Members-at-large.
SECTION 5
The President shall be an ex officio member of all committees other than the Nominating Committee. The duties of the President shall include oversight of the affairs of the SOCIETY including required recertification to the NATIONAL SOCIETY subject to direction from the Board.
SECTION 6
The Vice-President shall assist the President in the carrying out of his/her duties, and shall preside at all meetings in the absence of the President.
SECTION 7
The Secretary shall keep a record of all proceedings of the board and the SOCIETY.
The Secretary shall be the chair of the Membership Committee.
SECTION 8
The Treasurer shall have custody of the SOCIETY’S funds; shall disburse the funds as may be ordered by the board; and shall present a financial report to the board at each regular board meeting, or as otherwise requested. The treasurer will be responsible for the preparation of an annual report of the financial condition of the SOCIETY. The Treasurer shall be the chair of the Finance Committee.
ARTICLE V-Nominating Committee
SECTION 1
The Vice President shall appoint a nominating committee of at least two individuals charged with recruiting candidates for the open officer and members-at-large positions whose terms expire at the next annual meeting. The SOCIETY membership shall be given an opportunity to identify individuals for consideration by the nominating committee.
SECTION 2
The board approved slate of candidates shall appear on a ballot to be distributed to the SOCIETY membership prior to the annual meeting.
SECTION 3
Ballots may be returned by mail or submitted electronically as specified by the board, with a due date 5 days prior to the annual meeting.
SECTION 4
New directors shall assume office July 1.
ARTICLE VI - Other Committees
SECTION 1
Committees of the SOCIETY shall include a Finance Committee chaired by the Treasurer, a Membership Committee chaired by the Secretary and such other committees as determined necessary for the effective functioning of the SOCIETY, such as Advocacy, Program, Education, Community Science, Bird Walks and Field Trips, Communications, Conservation, Fundraising, Bird-Friendly Habitat Promotion. The board shall appoint other committee chairs.
SECTION 2
The Membership Committee, chaired by the Secretary, shall establish a policy for membership consistent with the NATIONAL SOCIETY including a policy to identify members in good standing.
SECTION 3
The Finance Committee, chaired by the Treasurer, shall establish the Finance Policies of the SOCIETY in order to meet the needs of the SOCIETY. The policies shall be board approved. The committee shall be responsible for state and federal reporting including those IRS filings to maintain 501(c)(3) status. The fiscal year of the SOCIETY shall be determined by the board of directors.
ARTICLE VII - Chapter Policy
The relationship between this SOCIETY and the NATIONAL SOCIETY shall be governed by the Chapter Policy of the NATIONAL SOCIETY.
ARTICLE VIII - Amendments
This constitution and By-Laws may be amended by a majority vote of Members In Good Standing present in person or by proxy at any regular or special meeting of members duly called pursuant to the provisions of ARTICLE II Section 4 herein above. The proposed amendments shall be made available to the members prior to the vote.
ARTICLE IX - Construction
This Constitution and By-Laws shall be construed under the laws of the Commonwealth of Pennsylvania.
Revised and Adopted August 13, 2025 at the General Membership Meeting of Seneca Rocks
Audubon Society.