Association of Field Ornithologists

Association of Field Ornithologists, Incorporated

BY-LAWS
(as per most recent revision: Revised 19 August 2016)

ARTICLE I

Name and Purpose

Section 1. The name of this association shall be The Association of Field Ornithologists, Incorporated. It shall be a corporation organized under Chapter 180 of the General Laws of Massachusetts, as amended.

Section 2. Its purpose shall be the study of birds and their habitats, and the dissemination of information about them.

ARTICLE II

Seal

The Association shall have a seal, of a form and type determined by the Council, and containing, without limitation, the words “Massachusetts” and “1960”.

ARTICLE III

Officers and Council

Section 1. The elected officers of the Association shall be a President, a Vice President, a Secretary, a Treasurer, a Liaison to the Avian Research Supplies business, and fifteen Councilors, all chosen by, and from amongst, the Members

Section 2. Officers shall be elected at the Annual Membership Meeting and, except in case of incapacity, resignation, or removal, each officer shall hold office for the term for which he or she is elected and until the election and qualification of his or her successor. The term of office of the President, the Vice President, the Secretary, who shall be the Clerk of the Association, and the Treasurer shall be one year. The President and the Vice President may not be elected to serve more than two consecutive terms. The Vice President, at the end of his or her second year as Vice President, will normally be nominated to the office of President. Five Councilors shall be elected each year to a three-year term. If a Councilor was appointed to fill the remaining term of a vacant Council position, that Councilor may then serve for two full terms. The President, after consultation with the Vice President and the Councilor involved, may nominate a Councilor for a second three-year term (or nominate a Councilor who is filling a vacancy for a first, full three-year term). After completing a second term, an individual may not serve on the council for at least two years unless elected President, Vice President, Secretary, Treasurer, or Editor of the association’s journal.

Section 3. The Council shall number twenty-two consisting of the five officers and fifteen Councilors specified in Section 1 of this Article III, together with the Editor of the Association’s journal, and the immediate past President of the Association.

Section 4. The five officers and the immediate past President shall constitute an Executive Committee for the conduct of business that arises and, as determined by the President, must be resolved without requiring a vote of the full Council, between Annual Meetings.

ARTICLE IV

Powers and Duties of the Council

Section 1. The Council, one-third of whom shall constitute a quorum for the transaction of business, shall manage and control the property and affairs of the Association and shall direct the expenditure of its funds, superintend all Association publications, and shall perform such other duties as may be prescribed in these By-Laws.

Section 2. The Council may appoint and remove Assistant Secretaries and Assistant Treasurers, each to have such powers and duties, except as otherwise provided in these By-Laws, as the Council may from time to time determine. It shall appoint an audit committee, and such other committees as it sees fit, and may delegate to these committees such powers for such terms as it deems best, subject to the power of the Council to revoke any such appointment at any time. It may delegate any of the powers and duties enumerated in this section to the President, subject to the power of the Council to revoke any such delegation at any time and to annul any appointments made thereunder.

Section 3. The Council shall annually elect an Editor, who shall be responsible to the President and Council for editing and printing the Association’s journal and any other publication directed by the Council. The Editor shall serve until the next Annual Council Meeting, unless sooner replaced by the Council.

Section 4. The Council may appoint at each Annual Council Meeting one or more investment advisors to advise the Treasurer on the investment of the Association’s funds.

Section 5. The Council may appoint, and revoke the appointment of, from time to time as the Council may deem appropriate, the organization now known as the Ornithological Societies of North America, or another like organization, to be the Association’s agent for the purposes of enrolling and terminating Members, for collecting membership dues, and for other purposes specifically designated by the Council, subject to adoption or ratification by the Council of the procedures to be used for such purposes by such organization.

Section 6. At a meeting for which written notice of the purpose has been given at least fourteen days in advance, the Council may remove the Editor, any Councilor, or any other officer, with or without cause, by an affirmative vote for removal cast by at least two-thirds of the members of the Council.

ARTICLE V

Duties of Officers

Section 1. The President, or the Vice President in the absence of the President, shall preside at all meetings of the Association. The President shall be responsible, subject to the general direction of the Council, for carrying out the business of the Association. The President, and one or more other Members appointed by him or her, shall be the representatives of the Association to other organizations with which the Association is affiliated from time to time.

Section 2. The Vice President shall be responsible for identifying meeting locations for the two years following their tenure as Vice President, shall preside at meetings during the absence of the President, and shall undertake other assignments delegated by the President.

Section 3. The Secretary shall give notice of all meetings of the Association and of the Council, keep a true record of the proceedings of such meetings, keep such other records as the Council may direct, and conduct the Association’s general correspondence. In the absence of the Secretary at a meeting, any Assistant Secretary who shall have been duly appointed by the Council, or any other person appointed by the presiding officer, shall serve as Secretary pro tem at such meeting.

Section 4. The Treasurer, in the exercise of his or her duties or powers, shall be subject to the direction and supervision of the Council. The Treasurer, and any one or more Assistant Treasurers acting under his or her direct supervision and control, shall have charge of all the real and personal property of the Association; shall collect and disburse the monies of the Association; and shall have power to endorse for deposit or collection all checks, drafts, and similar instruments payable to the Association or its order. He or she shall keep, or cause to be kept, accurate books of account. Prior to the Annual Membership Meeting, he or she shall present to the Council a detailed, consolidated report of all of the Association’s receipts and expenditures during the fiscal year last ended. During each Annual Membership Meeting, he or she shall make a report of the financial condition of the Association as of the close of the fiscal year last ended. He or she shall make interim financial reports as requested by the President or the Council. Upon reasonable request by a Member, a copy of the Secretary’s annual report shall be made available to such Member.

Section 5. The Liaison to the Avian Research Supplies business will be overseen by the Treasurer. The Liaison to the Avian Research Supplies business, along with the Treasurer and the Executive Committee, will be empowered to engage in financial transactions on behalf of the Society.

ARTICLE VI

Vacancies

If the President shall cease to serve by reason of incapacity, resignation, or removal, the Council shall name the Vice President to serve as acting President until the next Annual Membership Meeting. If any other elective office, except that of Councilor, shall become vacant, the Council may appoint a successor, who shall hold office until the next Annual Membership Meeting. Any vacancy in the Council, including a vacancy resulting from the enlargement of the Council, unless and until filled by the members, may be filled by a majority of the Council members present at any meeting of the Council at which a quorum is present.

ARTICLE VII

Nomination of Officers and Councilors

At least ninety days prior to each Annual Membership Meeting, the President shall appoint a committee, consisting of at least three Members and chaired by the Vice President, to nominate and recruit officers and councilors to fill any vacant positions for the following year. The report of this committee containing the slate of nominees shall be submitted to the Council for discussion and a vote of approval. In the event the slate of nominations is not approved, the nominations committee can call for further discussion and a second vote and/or present a revised slate of nominees for approval. After the slate is approved, a final report shall be filed with the Secretary at least thirty days prior to the Annual Membership Meeting, and shall be open to inspection by any Member. Other written nominations for officers, signed by at least three Members, may be delivered to the Secretary prior to or from the floor of the Annual Membership Meeting.

ARTICLE VIII

Membership

Section 1. Any person interested in the purposes of the Association shall become a Member upon filing of completed enrollment forms in the manner directed by the Secretary, and timely payment of the annual dues.

Section 2. The Association may elect Honorary Members, upon nomination by the Council, at any Annual Membership Meeting of the Association, by an affirmative vote of three-quarters of the Members present.

Section 3. The Council may establish other categories of membership from time to time, including student, family, contributing, and lifetime memberships.

ARTICLE IX

Annual Dues

Section 1. The annual dues shall be fixed by the Council and shall be payable in advance for each fiscal year, for each category of membership established by the Council.

Section 2. Honorary Members shall be exempt from the payment of dues.

ARTICLE X

Termination of Membership

Section 1. Resignations of membership shall be in writing and delivered to the Secretary.

Section 2. The membership of any Member shall be terminated for continued failure to pay dues, pursuant to guidelines adopted or ratified by the Council.

Section 3. A Member may be suspended or expelled, provided that such action is approved by a two-thirds vote at a meeting of the Council for which written notice of the proposed action shall have been sent by the Secretary at least three weeks prior to such meeting.

Section 4. In the event of the death, resignation, or other termination of membership of a Member, all of his or her rights and privileges as a Member shall cease.

ARTICLE XI

Meetings of the Association

Section 1. The Council shall determine and widely publicize the dates and location of the annual meeting of the members of the Association.

The purposes for which the Annual Meeting is to be held, in addition to those prescribed by law, by the Articles of Organization or by these By-Laws, may be specified by the Council or the President.

Section 2. A special meeting may be held at any time and place at the call of the President, the vote of the Council, or upon the written request of twenty Members given to the Secretary. The object for which the special meeting is called shall be provided to the Members in the notice for such meeting.

Section 3. Notice of all meetings shall be given in writing to each Member at least three weeks before each meeting. Such notice shall state the place, date and hour thereof, and the purposes for which the meeting is to be held. Such notice shall be given through AFO Afield or other newsletter or publication of the Association and sent to members through e-mail or other electronic means. Whenever any notice is required to be given by law, by the Articles of Organization or by these By-Laws, no such notice need be given if a written waiver of notice, executed before or after the meeting by the member or his/her attorney thereunto duly authorized, is filed with the records of the meeting.

Section 4. At any meeting, fifteen Members shall constitute a quorum for the transaction of all business except the amendment of these By-Laws; provided, however, that a lesser number may adjourn any meeting at which a quorum is not present. It shall not be necessary to notify any member of any adjournment. Any business which could have been transacted at any meeting of the members as originally called may be transacted at any adjournment.

Section 5. Each member shall have one vote, and may vote either in person or by written proxy dated not more than six months before the meeting named. The proxy shall be filed with the Clerk of the meeting, or of any adjournment thereof, before being voted. Except as otherwise therein, the proxy shall entitle the persons named therein to vote at any adjournment of such meeting, but shall not be valid after final adjournment of such meeting. A proxy purported to be executed by or on behalf of a member shall be deemed valid unless challenged at or prior to its exercise.

ARTICLE XII

Meetings of the Council

Section 1. The Council shall meet in an Annual Council meeting within two days prior to each Annual Membership Meeting (or special meeting in lieu thereof), and may meet at such other times as the President or three members of the Council may request. Each meeting shall convene on the call of the Secretary, and no meeting shall be convened until all members have been polled regarding availability. Notice shall be given to each Council member by e-mail (or other electronic means deemed appropriate by the Council) at least seven (7) days before the meeting. Notice need not be given to any Council member if a written waiver of notice, executed by him/her before or after the meeting, is filed with the records of the meeting, or to any Council member who attends the meeting without protesting prior thereto or at its commencement the lack of notice to her/him. A notice or waiver of notice of the Council meeting need to specify the purposes of the meeting.

Section 2. Any action which could be taken by the Council of the meeting may also be taken pursuant to a written action by consent executed by all members of the Council.

Section 3. The Council may, by vote of a majority of the Council then in office, elect from their number an Executive Committee or other committees, and may by like vote delegate thereto some or all of their powers except those which by law, the Articles of Organization or these By-Laws they are prohibited from delegating. Except as the Council may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Council or in such rules, its business shall be conducted as nearly as may be in the same matter as is provided by these By-Laws for the Council.

Section 4. Members of the Council, or of any committee designated thereby, may participate in a meeting of such order or committee by means of a conference, telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other simultaneously; participation by such means shall constitute presence in person at a meeting.

Section 5. Members of the Council may call and conduct official votes on Association business using e-mail (or other electronic means deemed appropriate by the Council) at any point between the annual meetings of the Council and Association. Proposals shall be posted to all councilors with a specific timeline for discussion and deadline for votes to be registered (minimum 5 days). Electronic votes shall be tallied by the Secretary, who will report final results of the vote to the entire Council.

ARTICLE XIII

Execution of Papers

Except as the Council may otherwise specifically authorize, all deeds, instruments, and contracts shall be signed by the President, or in his or her absence by the Vice President, and all bonds or notes made or endorsed by the Association shall be signed by the Treasurer and countersigned by the President or Vice President.

ARTICLE XIV

Audit

The audit committee shall audit the books and accounts of the Treasurer at least once a year, either directly or through a public accounting firm retained for the purpose, between the end of the fiscal year and the date of the Annual Membership Meeting, and shall report its results at the Annual Membership Meeting.

ARTICLE XV

Fiscal Year

The fiscal year of the Association shall end on the thirty-first day of December of each year.

ARTICLE XVI

Amendment of the By-Laws

Upon the specific recommendation of the Council, these By-Laws may be amended, altered, or repealed in either of the following ways:

1. At any Annual Membership Meeting, or special meeting of the Association in lieu thereof, by a two-thirds vote of those present and voting, provided that at least twenty-one Members are present at the meeting and that the subject of amendment, alteration, or repeal has been given in the call for the meeting at which such amendment, alteration, or repeal is to be considered; or
2. At any meeting called for the purpose and in the manner above prescribed, but at which there are fewer than twenty-one Members present, a majority of those present and voting may vote to submit the proposed amendment, alteration, or repeal to each Member in writing. It shall be the duty of the Secretary to see that the text of such proposal is properly presented to each Member, and to make appropriate regulations governing the balloting and other procedures. The proposed amendment, alteration, or repeal shall become effective sixty days after such proposal shall have been mailed to each Member, provided that at least two thirds of all the ballots received by the Secretary within said sixty days shall have been cast in support of such change.

ARTICLE XVII

Dissolution

The Association may be voluntarily dissolved upon a vote of a majority of the members of the Council at a meeting specifically called for such purpose, and, otherwise, in accordance with the provisions of Chapter 180 of the Massachusetts General Laws, as amended.

ARTICLE XVIII

Indemnification of Offices and Council

Section 1. Definitions. For purposes of this Article XVIII:

• (a) “Councilor/Officer” means any person who is serving or has served as a president, vice president, treasurer, secretary of the Association, or liaison to the Avian Research Supplies business or editor of the Journal of Field Ornithology.
• (b) “Proceeding” means any action, suit or proceeding, whether civil, criminal, administrative or investigative, brought or threatened in or before any court, tribunal, administrative or legislative body or agency, and any claim which could be the subject of a Proceeding.
• (c) “Expense” means any fine or penalty, and any liability fixed by a judgment, order, decree or award in a Proceeding, any amount reasonably paid in settlement of a Proceeding and any professional fees and other disbursements reasonably incurred in connection with a proceeding.

Section 2. Right to Indemnification

Except as limited by law or as provided in Sections 3 and 4 of this Article XVIII, each Councilor/Officer (and his/her heirs and personal representatives) shall be indemnified by the Association against any Expense incurred by her/him in connection with each Proceeding in which he/she is involved as a result of his/her serving or having served as a Councilor/Officer.

Section 3. Indemnification not Available

No indemnification shall be provided to a Councilor/Officer with respect to a Proceeding as to which it shall have been adjudicated that he/she did not act in good faith in the reasonable belief that her/his action was in the best interests of the Association.

Section 4. Compromise or Settlement

In the event that a Proceeding is compromised or settled so as to impose any liability or obligation on a Councilor/Officer or upon the Association, no indemnification shall be provided as to said Councilor/Officer with respect to such Proceeding if such Councilor/Officer shall have been adjudicated not to have acted in good faith in the reasonable belief that his/her action was in the best interests of the Association.

Section 5. Advances

The Association shall pay sums on account of indemnification in advance of a final disposition of a Proceeding upon receipt of an undertaking by the Councilor/Officer to repay such sums if it is subsequently established that he/she is not entitled to indemnification pursuant to Sections 3 and 4 hereof, which under-taking may be accepted without reference to the financial ability of such person to make repayment.

Section 6. Not Exclusive

Nothing in this Article XVIII shall limit any lawful rights to indemnification existing independently of this Article XVIII.

Section 7. Insurance

The provisions of this Article XVIII shall not limit the power of the Council to authorize the purchase and maintenance of insurance on behalf of any Councilor/Officer against any expense incurred by him/her in any such capacity, or arising out of her/his status as such, whether or not the Association would have the power to indemnify him/her against such expense under this Article XVIII.

Section 8. Amendment

The provisions of this Article may be amended or repealed by the members; however, no amendment or repeal of such provisions which adversely affects the rights of a Councilor/Officer under this Article with respect to his/her acts or omissions prior to such amendment or repeal shall apply to her/him without his/her consent.