This organization shall be known as the San Antonio Audubon Society, Incorporated.

The purpose for which this organization is formed is to educate and train individuals and the public in general in the protection, preservation and propagation of all wildlife, particularly birds, and their habitat, to the end that no species shall become threatened or extinct.

This constitution shall be effective when ratified by two-thirds of the membership present at a regular meeting, a quorum (see By-Laws, Article XII) being present, and a notice in advance having been given in the preceding newsletter.

Section 1. The membership shall be open to all those interested in the purpose and objectives of this organization. There shall be four classes of membership: (1) Regular, (2) Student, (3) Contributing and (4) Life. (Approved November 7, 2002)

Section 2. Regular - shall be those who pay annual dues and are 18 years of age or over. They shall be entitled to full voting privileges and full participation in all business.

    a. Individual
    b. Couple (Husband and wife)
    c. Family (Husband, wife and children under 18)

Section 3. Student - shall be those under 18 years of age who pay annual dues. They shall not be entitled to vote or hold office. (Approved November 7, 2002).

Section 4. Contributing - shall be those who pay in excess of annual dues. They shall be entitled to full privileges and full participation in all business. (Approved November 7, 2002).

Section 5. Life - shall be those who pay a one-time fee in full or two consecutive installments. They shall be entitled to full privileges and participation in all business. (Approved November 7, 2002).

Section 6. Membership dues shall be payable at the time of application and shall be effective from date of payment. The Membership chairperson shall have a list of the current dues structure. Any changes in the dues shall be presented by the Board of Directors at the October meeting, voted on at the November meeting and printed in the December newsletter.

Section 7. Membership dues shall be due each year during the anniversary month of a member joining the Society. Membership shall be considered delinquent if not paid by the end of three months after a member's anniversary month. (Approved January 2, 1997).

Section 8. Should membership dues not be paid within three months after the due date, the members so in default shall forthwith be dropped from the membership rolls.

Section 1. The regular meeting of members of the San Antonio Audubon Society shall be held at a time and place designated by the Board of Directors. If it be necessary to change the date, place or time of any meeting, all members must be notified.

Section 2. Order of Business

        a. Call to order
        b. Recognition of all new members and guests
        c. Reading of the minutes
        d. Treasurer's report
        e. Report of Chairman of the Board
        f. Committee reports
        g. Old business
        h. New business
        i. Program
        j. Adjournment

Section 3. The Board shall have the discretion to rearrange the Order of Business if necessary.

Meetings of the Society may be called by the Chairman of the Board of Directors or, in his/her absence or disability, by the President, or pursuant to resolution of the Board. Ten days notice of such meetings, stating the objectives thereof, shall be given to each member by telephone or post card at his last known address. A quorum must be present to transact business.

Section 1. New officers will take office at the January meeting.

Section 2. The Treasurer's Annual Financial Report and Auditing Report shall be given no later than the March meeting.

Section 3. An annual dinner shall be held once a calendar year.

Section 4. The November meeting shall include election of officers and new Board members. A vote on a new dues structure will be taken at this meeting when necessary.

Section 5. The annual Holiday party shall be held in lieu of the regular December meeting.

Section 1. The control and conduct of the property and business of the San Antonio Audubon Society shall be invested in the Board of Directors, and they shall determine its policies. The Chairman of the Board shall maintain and update a written inventory of the properties of the San Antonio Audubon Society. The Board of Directors shall consist of nine members and include the elected officers, who shall serve on the Board of Directors only during their terms of office, and five other persons, all of whom shall be members in good standing. All Directors shall be elected by a majority vote of the members present in person at the November meeting. The term of office of each elected Director shall be for two years. No member shall serve on the Board of Directors for more than six consecutive years.

Section 2. The Board of Directors shall meet monthly at some time other than the regular monthly meeting.

Section 3. Special Board meetings may be called by the Chairman of the Board or by any three members of the Board, and at such special meetings any business may be transacted which might be transacted at any regular meeting of the Board. Tens days notice of any special meeting shall be given to each of the members of the Board.

Section 4. Five Directors shall constitute a quorum for the transaction of business at any Board meeting.

Section 5. A Chairman of the Board shall be appointed by the Board annually from its members, other than the elected officers, and shall preside at all meetings of the Board. The President shall preside at meetings of the Board when the Chairman is absent.

Section 6. Any Director who misses three consecutive meetings without due cause shall be asked to resign by the Board of Directors.

Section 1. The Officers of the San Antonio Audubon Society shall consist of a Chairman of the Board appointed by the Directors, a President, a Vice-President, a Secretary and a Treasurer, all elected by the members, and any other officers as the members may elect, and shall hold office for one year or until their successors are appointed by the Board. In case of a vacancy occurring before the end of the year, the office shall be filled for the expiration of the term by the Board of Directors. No officer shall hold the same office for more than two years in succession with the exception of the Treasurer who shall serve no more than three consecutive one-year terms (7/2/98).

Section 2. PRESIDENT - The President shall preside at all meetings of the Society and shall direct and administer the affairs of the Society as its executive head, and shall supervise all phases of its work, subject to the instructions of the Board. The President shall appoint all committee chairpersons and be a member, ex-officio thereof, except the Nominating and Auditing Committees, which shall be appointed by the Board of Directors.

Section 3. VICE-PRESIDENT - The Vice-President shall assist the President in the performance of the latter's duties. In the absence of the President, The Vice-President shall perform the duties of the President. The Vice-President shall be responsible for the monthly programs, including the annual dinner.

Section 4. SECRETARY - The Secretary shall keep a record of all the proceedings of the Society, of the Board of Directors and of all committees. The Secretary shall conduct and preserve all correspondence relating to the Society and perform such duties as the Board may direct. The Secretary shall affix the seal of the Society, if any, to all contracts and agreements requiring the seal of the Society, and shall attest the same.

Section 5. TREASURER - The Treasurer shall have custody of the funds of the Society, and the securities thereof, and shall see to the deposit of all monies and securities in the name of and to the credit of the San Antonio Audubon Society in any such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Society as may be ordered by the Board, taking proper vouchers thereof, and shall render to the Chairman of the Board, an account of all transactions as Treasurer and of the financial condition of the Society when requested. The Treasurer shall make an annual report of the Society's financial condition to the members not later than the March meeting. The Treasurer shall furnish a copy of all Financial Statements reported in the regular meetings to the Secretary for filing with the minutes. The Treasurer shall collect all dues and keep adequate records thereof. The Treasurer shall furnish bond of at least $15,000, the premium to be paid by the Society.

Section 1. General Operating Fund - the working fund.

Section 2. Sanctuary Fund - Donations from interest may be used for special projects.

Section 3. Life Memberships - Interest from these funds goes into the General Operating Fund in lieu of Life Members dues.

Section 4. Memorials - all monies can be used for special projects.

There shall be a Special Committee on Audit elected annually by the Board consisting of two members who are not members of the Board; and should they decide that the Society requires the services of a bonded auditor, they shall so report not later than the March meeting of the Board on the scope and necessity of such. In the absence of provision for audit by a bonded auditor, the function of the Special Committee on Audit will be to report to the Board, not later than the March meeting of the Board, upon the scope, character and accuracy of the Treasurer's Financial Report.

Section 1. The Board of Directors shall select annually prior to the September meeting, a Nominating Committee to consist of four members of the Society, who are not officers of the Society or members of the Board. The names of the members of the Nominating Committee shall be made known to all members of the Society at the September meeting and suggestions for nominations for officers and members of the Board may be submitted to such Committee by any member of the Society in good standing.

Section 2. This Committee shall nominate the candidates for each office and coming vacancy on the Board and their report shall be completed and presented at the October meeting of the Society. Voting shall be by secret ballot at the November meeting.

Section 3. In case a member of the Nominating Committee shall be unable to serve, then the other Committee members shall fill the vacancy thereby created, if it occurs prior to the report.

Section 4. Nothing herein contained shall prevent nominations of candidates for office from the floor at the time of the regular meeting at which the elections are held; however, prior consent must be obtained from persons nominated from the floor.

ARTICLE X - OTHER COMMITTEES

The President shall annually appoint the Chairpersons of the following committees. The Chairperson of each committee may choose the members of the committees.

Section 1. BIRD RECORDS - The duties of this Committee shall be to (1) periodically update the checklist as needed, (2) keep records of arrival and departure dates and frequency of sightings and (3) determine validity of sightings of rare species.

Section 2. CARE & CONTACT – The duties of this Committee shall be to maintain a positive connection between the Society and those members who through illness or difficult circumstances are unable to attend the Society’s functions. The Committee shall send sympathy and get well cards as needed.

Section 3. CONSERVATION - The duties of this Committee shall be to (1) obtain information about local, state and national events or policies affecting birds, habitats and pollution or destruction of wildlife areas, and (2) advise members of significant developments and tell them of possible ways to achieve corrective or preventive action.

Section 4. EDUCATION - The duty of this Committee shall be to implement the aims of Article II of the Constitution.

Section 5. FIELD TRIP - The duty of this Committee shall be to plan and arrange the field trips that are made from time to time. The Committee must secure the property owners permission for entry on their lands, when necessary.

Section 6. HISTORICAL - The duty of this Committee shall be to compile and retain all records of information pertaining to all phases of the Society's activities that are gathered by various members of the Society.

Section 7. HOSPITALITY - The duties of this Committee shall be to (1) greet visitors at the door during regular monthly meetings and (2) to give a reading of the names of new members and guests during the meetings.

Section 8. MEMBERSHIP - The duty of this Committee shall be to attract new members and attempt to obtain the continuing membership of those who have become delinquent in the payment of their dues. The Committee will publish a roster of all members biannually to be supplemented in alternate years by a list of new members only.

Section 9. MEMORIALS – The duty of this Committee shall be to acknowledge memorial gifts to various activities and projects of the Society, thank donors for gifts, and send acknowledgement of gifts to families of deceased.

Section 10. NATURE TRAIL - The duty of this Committee shall be to oversee maintenance of the building and trail areas.

Section 11. NEWSLETTER - The duties of this Committee shall be to prepare and mail the Newsletter.

Section 12. PUBLICITY - The duty of this Committee shall be to publicize, through newspapers and other publicity media, the purposes and programs of the Society with the view to further the beneficial work being done by the Society.

Section 13. SALES - The duty of this Committee shall be to handle sales of checklists, patches, car decals, books and other items.

Section 14. TELEPHONE - The duties of this Committee shall be to (1) receive phone calls for the Society, (2) give out information about the Society and (3) if necessary, refer specific questions to the appropriate individual.

Section 15. WEBSITE – The duty of this Committee shall be to maintain and update the website, providing current information of the Society. This Committee is to be chaired by a Webmaster.

Section 16. The President shall appoint any other Committees the Board or Society may deem advisable.