The Association of Field Ornithologists is governed by an elected council and through a set of bylaws to serve the ornithological community. AFO recognizes that organizational and societal barriers to participation and inclusion in ornithological activities exist and is committed to creating and fostering opportunities for people from diverse backgrounds to participate at all levels of the organization. Below, you can find detailed information on our society’s policies, including our bylaws, efforts to make ornithology more diverse, equitable, inclusive and just, as well as our privacy policies. If you have recommendations for how our society can better serve the ornithological community, please contact us.
Association of Field Ornithologists, Incorporated
(Approved by the Membership on 12 October 2022)
Name and Purpose
Section 1.1. The name of this association shall be the Association of Field Ornithologists, Incorporated (hereafter, the “Association”).
Section 1.2. These Bylaws are adopted for the governance of the Association, a Massachusetts nonprofit corporation. The Association shall have the right to do and accomplish all things and engage in all lawful transactions that a nonprofit corporation organized under the laws of the Commonwealth of Massachusetts might do, accomplish, or engage in under Chapter 180 of the General Laws of Massachusetts, as amended, which governs corporations organized for charitable purposes. The Association is subject to restrictions, qualifications, and limitations set forth in the Corporation’s Articles of Organization and these Bylaws, as such documents may be amended from time to time.
Section 1.3. The Association is organized and is operated exclusively for one or more charitable and educational purpose within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”), as amended. The Association’s purpose shall be to support research on the biology of free-living birds and the dissemination of knowledge gained from such research.
Powers and Duties of the Council
Section 2.1. The business and affairs of the Association shall be managed under the direction of a Board of Councilors of the Association (the “Council” and each of its members, a “Councilor”). The Council shall be vested with all powers, privileges, and rights provided by Chapter 180 of the General Laws of Massachusetts, will have the duties referenced therein, and will have final authority to establish and resolve all matters and questions of policy regarding the Association. Councilors have an obligation to act in good faith, in a manner reasonably believed to be in the best interest of the Association, and with the care that an ordinarily prudent person in a like position would use under similar circumstance.
Section 2.2. 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 publications of the Association, oversee the Association’s online presence, and perform such other duties as may be prescribed in these Bylaws.
Section 2.3. The Council may appoint committees at its discretion and may delegate to these committees certain powers except those that either by law, the Articles of Organization, or these Bylaws cannot be delegated. The Council may revoke powers previously given to a committee at any time and may dissolve a committee at any time.
Section 2.4. The Council can delegate any of its duties and powers to a designated agent with the exception of powers and duties that either by law, the Articles of Organization, or these Bylaws cannot be delegated. These duties and powers include, but are not limited to, management of membership rolls and annual dues; receipt of income, payment of financial obligations, keeping of the Association’s financial books, auditing of the Association’s finances, preparation of tax returns; management of investments such as endowments, publishing of the Association’s Journal of Field Ornithology (the “Journal”), and organizing meetings of the membership.
Section 2.5. The Council may, pursuant to its Endowment Policy Statement, appoint one or more Investment Trustees to oversee and advise the Council on the investment of the Association’s funds.
Section 2.6. The Council may remove any officer, Councilor, or appointed individual with or without cause, by an affirmative vote for removal cast by at least two-thirds of the Councilors; provided, that such removal occurs at a meeting of the Council called upon at least fourteen days’ advance written notice.
Council, Councilors, and Officers
Section 3.1. The Council will consist of its currently elected officers, the immediately prior President, the currently elected Councilors, an appointed Liaison from Avinet Research Supplies LLC (“ARS”), the current Editor(s) of the Journal, and, if they have been appointed by the Council, an Associate Treasurer and/or Associate Secretary.
Section 3.2. The number of Councilors to serve on the Council shall be specified from time to time by resolution of the Board but shall never be less than three. Councilors shall be elected at an annual membership meeting (the “Annual Membership Meeting”) of the Association’s Members (as defined in Section 7.1) to three-year terms. To the extent possible, terms of individual Councilors should overlap; ideally, a third of the Council should be elected each year.
The President may, after consultation with the Vice President and the Councilor involved, nominate a Councilor for a second three-year term. If a Councilor was appointed to fill the remaining term of a vacant Council position, then that Councilor may be elected to two full terms thereafter.
After completing a second term, an individual may not serve on the Council for at least two years unless they are elected President, Vice President, Secretary, Treasurer or appointed as Associate Treasurer, Associate Secretary, Liaison to ARS, or an Editor of the Journal.
Section 3.3. The elected officers of the Association shall consist of a President, a Vice President, a Secretary, and a Treasurer. The duties of each officer shall be prescribed in the Association’s Officers and Councilors Handbook, which can be amended by the Council at its discretion.
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 such officer was elected and until the election and qualification of such officer’s successor.
The term of officers shall be one year. The President and the Vice President may not be elected to serve more than two consecutive terms in their respective capacities. The Secretary and Treasurer are not term-limited and may continue to serve provided that they are elected to do so.
The Vice President, at the end of such person’s second year as Vice President, may be nominated to the office of President.
Section 3.4. The Council shall appoint an individual to serve as Liaison between the Council and the ARS LLC Board of Directors (“ARS Liaison”). The term of the appointment shall be set by the Council and renewable at the Council’s discretion.
The ARS Liaison may simultaneously serve as member of the ARS LLC’s Board of Directors, including holding position of Chair. If the Liaison is not serving in such capacity, then the Liaison shall be an ex officio member of ARS LLC Board of Directors and shall attend meetings of the Board.
If the Chair of the ARS LLC Board is appointed as Liaison then, per Article III, Section 3.1, they will be a voting member of the Council. If the Chair of the ARS LLC Board is not serving as Liaison, they shall be an ex officio member of the Council and shall attend meetings of the Council.
Section 3.5. The Council shall appoint one or more individuals to serve as Editor(s) of the Journal. While the Council typically appoints an Editor to a four-year term, the Council has discretion to vary an Editor’s term for any reason, including to accommodate staggered terms. The appointment to the position of Editor is renewable at the Council’s discretion.
Section 3.6. The Council may appoint an Associate Treasurer and/or an Associate Secretary for a defined period of time and prescribe their duties. These individuals will serve as voting members of the Council in addition to the elected Councilors and Officers. If an appointee is currently an elected member of the Council, they shall resign this position and the Council shall fill the vacancy per Section 5.2.
Section 3.7. The officers and the immediately prior 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 Council Meetings.
Nomination of Officers and Elected Councilors
Section 4.1. To serve on the Council in any capacity, an individual must be a member-in-good-standing of the Association.
Section 4.2. 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 recruit and nominate individuals to fill all officer and elected Councilor positions that are vacant, or that will be vacant, following the Annual Membership Meeting. A report of this committee containing the slate of nominees shall be submitted to the Council for discussion and a vote of approval. If the slate of nominations is not approved, the President or chair of the committee can call for further discussion and a second vote and/or the committee can present a revised slate of nominees for approval.
The names of nominees, along with biographical information, shall be posted online at least fourteen days prior to the Annual Membership Meeting, and Members must be notified of such. Other written nominations for officers, signed by at least three Members, may be delivered to the Secretary prior to, or during, the Annual Membership Meeting.
Section 5.1. If the President shall cease to serve for any reason (including 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 the Vice President is also unable to serve, or if any other officer ceases to serve, the Council may appoint one or more successors, who shall hold such position(s) until the next Annual Membership Meeting.
Section 5.2. If an elected Councilor ceases to serve, the remaining Councilors may appoint a successor who shall hold office until the term of the Councilor they replace expires.
Section 5.3. If the Liaison to ARS ceases to serve, the Council shall appoint a successor.
Section 5.4. If an Editor of the Journal ceases to serve, or announces such person’s intention to cease serving, the President shall create a committee to recruit and nominate one or more individuals to fill the vacancy. The Council will appoint a nominee to the position by majority vote and set the length of such person’s term.
Membership and Dues
Section 6.1. Any person interested in the purposes of the Association shall become a member of the Association (“Member”) upon payment of the annual dues.
Only a Member current on such Member’s annual dues shall be considered a Member-in-good-standing with the Association and be allowed to vote on Association business. Each such Member shall have one vote.
At the Council’s discretion, voting on Association business can be limited either to those in attendance at a meeting of the Members or by a ballot delivered by electronic means to all Members-in-good-standing.
Section 6.2. 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. Honorary Members shall have all rights and privileges as any other Member but shall be exempt from payment of dues for such Honorary Member’s lifetime.
Section 6.3. The Council may amend the Association’s categories of membership from time to time.
Section 6.4. The annual dues for the coming calendar year shall be fixed by the Council prior to the start of that year. Dues for a given year shall be made payable by the 1st of January that year.
Section 6.5. A Member will be considered to have resigned from the Association if such Member’s annual dues for a given year are not paid by the 30th of September that year. Thereafter the individual can re-join the Association for the coming year by paying the coming year’s dues.
Section 6.6. The Association reserves the right to, by approval of at least two-thirds the Council, revoke an individual’s membership and/or ban that individual, temporarily or permanently, from participating in any Association business for any reason including, but not limited to, a confirmed violation the Association’s Code of Professional Ethics. Written notice of proposed actions against a Member must be sent by the Secretary to the Council at least ten days prior to any meeting at which such decisions are made.
Section 6.7. In the event of the death, resignation, or other termination of membership of a Member, all of such Member’s rights and privileges as a Member shall immediately cease.
Meetings of the Association
Section 7.1. The Members shall hold the Annual Membership Meeting once a year to conduct necessary business of the Association. The Annual Membership Meeting shall be held within six months after the end of the Association’s fiscal year. At the discretion of the President, the meeting may be held in person, online, or by other electronic means.
Written notice of the Annual Membership Meeting must be delivered to the Members personally by electronic or other means no less than one month prior to the meeting. This notice shall include the date, hour, place, and purpose of the Annual Membership Meeting. The purposes for which the Annual Membership Meeting is to be held, in addition to those prescribed by law, by the Articles of Organization or by these Bylaws, shall be specified by the Council or the President in an agenda for the Annual Membership Meeting that is made available to Members no less than one week prior to the Annual Membership Meeting.
Section 7.2. The Council may organize events for Members and other individuals at any time of year. This can include a conference at which the Association’s awards are announced and at which Members and others present their research, attend special lectures, workshops, forums, etc. The Annual Membership Meeting can be held in conjunction with such a conference if it occurs within six months of the end of the fiscal year (see Section 7.1). A meeting of the Association’s Council may also occur in conjunction with a conference.
Section 7.3. A special meeting of Members 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 that has been delivered to the President. Notice of a special meeting must be made to all Members no less than 72 hours prior to the meeting. At the discretion of the President, the special meeting may be held online or by other electronic means. The purposes for which the special meeting is to be held shall be specified by the President in an agenda that is made available to Members at the time the meeting is announced.
Section 7.4. Whenever any notice of a meeting is required to be given by law, by the Articles of Organization or by these Bylaws, no such notice need be given if a written waiver of notice, executed before or after the meeting by the Member or such Member’s attorney thereunto duly authorized, is filed with the records of the meeting.
Section 7.5. At any meeting of the Members, fifteen Members shall constitute a quorum for the transaction of all business except the amendment of these Bylaws, which is governed by Article XI. If a quorum is not present, either in person or by absentee ballot, the Members present may, by majority vote, adjourn the meeting to a later time.
Meetings of the Council
Section 8.1. The Council shall meet at any time as requested by the President or at the joint request of three or more Councilors. The Council must, however, meet at least once each calendar year.
Notice of a Council meeting must be given to each Councilor by e-mail or other electronic means deemed appropriate by the Council at least seven days prior to the meeting. Notice need not be given to any Councilor if a written waiver of notice, submitted by such Councilor before or after the meeting, is filed with the records of the meeting, or to any Councilor who attends the meeting without protesting prior thereto or at its commencement the lack of notice to them. A notice or waiver of notice of the Council meeting will specify the purposes of the meeting.
Section 8.2. Members of the Council, or of any committee designated thereby, may meet in person, by telephone, online, or some combination thereof, provided that all persons participating in the meeting can hear, and be heard by, other participants. Participation by such means shall constitute attendance by a Councilor at a meeting.
Section 8.3. Councilors 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 meetings of the Council and the Association. Motions shall be posted to all Councilors with a specific timeline for discussion and deadline for votes to be registered (minimum of five days each unless waived by the Councilors). Electronic votes shall be tallied by the Secretary. The Secretary or President will report final results of the vote to the entire Council.
Execution of Papers
Section 9.1. Except as the Council may otherwise specifically authorize, all deeds, instruments, and contracts shall be signed by the President, or in the President’s 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.
Fiscal Year and Examination of Financial Books
Section 10.1. The fiscal year of the Association shall end on the thirty-first day of December of each year.
Section 10.2. The financial books of the Association for a given year shall be subject to a review or audit by an independent entity in accordance with the applicable laws of the Commonwealth of Massachusetts.
Amendment of the Bylaws
Section 11.1. Upon the specific recommendation of the Council, these Bylaws may be amended, altered, or repealed in either of the following ways:.
- At any Annual Membership Meeting, or special meeting of the Membership 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
- 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 thirty days after such proposal shall have been delivered to each Member, provided that at least two-thirds of all the ballots received by the Secretary within said thirty days shall have been cast in support of such change.
Dissolution and Sale of Assets
Section 12.1. The Association may be voluntarily dissolved upon a vote of a majority of the Councilors 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. If the Association has remaining assets, the petition for its dissolution shall be filed in the supreme judicial court setting forth in substance the grounds for the application for dissolution and requesting the court to authorize the administration of its funds for a similar public charitable purpose.
Section 12.2. The Council may sell or transfer ownership of its assets, including the right to publish the Journal; provided however, that any material change in the nature of the Association’s activities shall require approval by at least two-thirds of the Members and the Association shall otherwise comply with Section 180 of the General Laws of Massachusetts.
Indemnification of Officers and Councilors
Section 13.1. Definitions. For purposes of this Article XIII:
- “Councilor/Officer” means any person who is serving, or who has served, as Councilor, President, Vice President, Treasurer, Secretary, Associate Treasurer and/or Associate Secretary of the Association or as the appointed Liaison to ARS or Editor or Co-Editor of the Journal.
- “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.
- “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 13.2. Right to Indemnification.
Except as limited by Chapter 180 of the Massachusetts General Laws or as provided in Sections 13.3 and 13.4 of these Bylaws, each Councilor/Officer (and such person’s heirs and personal representatives) shall be indemnified and reimbursed by the Association for any Expense incurred by such Councilor/Officer in connection with each Proceeding in which such Councilor/Officer is involved as a result of such Councilor/Officer serving or having served as a Councilor/Officer.
Section 13.3. Indemnification not Available.
No indemnification shall be provided to a Councilor/Officer with respect to a Proceeding as to which it shall have been finally adjudicated that such Councilor/Officer did not act in good faith with the reasonable belief that such Councilor/Officer acted in the best interests of the Association or with the care that an ordinarily prudent person in a like position would use under similar circumstances, or if the Councilor/Officer violates the Association’s 501(c)(3) status by acting intentionally or with gross negligence.
Section 13.4. 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 finally adjudicated not to have acted in good faith with the reasonable belief that such Councilor/Officer acted in the best interests of the Association or with the care that an ordinarily prudent person in a like position would use under similar circumstances.
Section 13.5. Advances.
In furtherance of the foregoing indemnification obligations, the Association shall pay or reimburse the Expenses of a Councilor/Officer in advance of a final disposition of a Proceeding upon receipt of an undertaking by such Councilor/Officer to repay such Expenses if it is subsequently established that such Councilor/Officer is not entitled to indemnification pursuant to Section 13.3 or Section 13.4 hereof, which undertaking may be accepted without reference to the financial ability of such person to make repayment.
Section 13.6. Not Exclusive.
Nothing in this Article XIII shall limit any lawful rights to indemnification existing independently of this Article XIII, including provisions under Section 180 of the Massachusetts General Laws or described in Section 501(c)(3) of the Code.
Section 13.7. Insurance.
The provisions of this Article XIII 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 such Councilor/Officer in any such capacity, or arising out of such person’s status as such, whether or not the Association would have the power to indemnify them against such expense under this Article XIII.
The Association shall maintain, at a minimum, the following types of insurance in amounts determined at the discretion of the Council:
- Directors and Officers Liability coverage. The policy purchased must include coverage for non-monetary damage claims. The policy must also include indemnity coverage for the cost of defending actions against the Association and specify that the coverage limit does not include defense costs.
- General Liability coverage.
Section 13.8. Amendment.
The provisions of this Article XIII 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 XIII with respect to such person’s acts or omissions prior to such amendment or repeal shall apply to such Councilor/Officer without such person’s consent.
The Association of Field Ornithologists (AFO) is an international not-for-profit organization and one of the world’s major societies of professional and amateur ornithologists dedicated to the scientific study and dissemination of information about birds in their natural habitats. AFO recognizes that organizational and societal barriers to participation and inclusion in ornithological activities exist and is committed to creating and fostering opportunities for people from diverse backgrounds to participate at all levels of the organization. AFO and its affiliated publication, The Journal of Field Ornithology, will support diversity in its membership and leadership regardless of ethnicity, country of origin, cultural background, race, age, disability, gender identity or expression, sexual orientation, and socioeconomic situation. We pledge to:
- actively seek and include diverse perspectives in our activities and decision making by diversifying representation in membership, committees, and leadership;
- identify and extinguish the barriers throughout AFO’s programs and activities that hinder diverse participation, and commit the financial resources to achieve these goals; and
- better our awareness on the impacts of scientific research and conservation activities on marginalized communities.
The inclusion of diverse human experiences and perspectives is necessary to achieve a truly just and equitable society, and our mission of conservation and science is best realized when we commit to these values.
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