Bylaws of the Cabeza Prieta Natural History Association

Adopted March 4, 2004 and revised March 4, 2008

Article I: Name

The name of this organization shall be CABEZA PRIETA NATURAL HISTORY ASSOCIATION, herein called the Association.

Article II: Purpose

Purpose: This organization is organized exclusively for charitable and educational purposes with the meaning of section 501 (c)(3) of the Internal Revenue Code.

Character of Affairs: The character of affairs of the Corporation will be: to conduct the business of promotion of educational and interpretive activities of the U.S. Fish & Wildlife Service, in concert with preservation of natural resources at the Cabeza Prieta National Wildlife Refuge, as well as promoting interest in, and knowledge of, the Sonoran Desert in southwestern Arizona.

Article III: Members

  1. The membership shall be open, upon payment of dues, to any person interested in furthering the goals of the Association as stated in the Articles of Incorporation.
  2. Classes of Membership.
    1. Active: Active Members are those persons who have paid annual dues as prescribed by Article VI and are called upon to perform voluntary services to the Association as set forth in the Standing Rules. As such they have all the rights of membership.
      1. Individual: Individual members are those who elect to join singly for a year by paying the annual dues.
      2. Family: Family memberships include the persons living at one address as a family unit who elect to join as a group. All persons of the family membership unit have the rights of Individual Membership.
      3. Life: Life members are those who elect to join by choosing a one-time dues payment that grants membership with out expiration for the term of their lives.
    2. Student: Youths enrolled in elementary, high school, or college who elect to join and do not pay dues. Student members are not entitled to make motions, vote, or hold office but will be called upon to perform voluntary services to the Association as set forth in the Standing Rules.
    3. Patron: Patron Members are those who wish to support the Association by making a substantial monetary contribution as prescribed by Article IV, without further obligation.
    4. Honorary: The Executive Board may at any time extend the privilege of Honorary Membership to a person deemed worthy of recognition because of contribution to the Association. Honorary Members are not entitled to make motions, vote, or hold office.
  3. Admission to Membership. Members are accepted without regard to color, national origin, religious affiliation, race, citizenship, sex, age, or other non-merit factors.

Article IV: Officers, Directors at Large and The Executive Board

The Executive Board is defined as duly elected Officers and three (3) Directors at Large. The following sets forth the policies for elections, terms of the Officers and the Directors and their duties.

Officers:

  1. Officers. The Officers of the Association shall consist of the President, Vice-President, Secretary, and Treasurer. One Officer, except the President, may hold any two offices. All Officers shall be Directors and members of the Executive Board.
  2. Nominations, Elections and Terms. There shall be a Nominating Committee appointed by the Executive Board who shall nominate a slate of officers. Only those who have consented to serve if elected shall be nominated. This slate will be presented as the first order of business at the December general meeting. Nominations from the floor will be accepted. An election will be held at that time and officers will assume their duties.

    Officers shall serve for a term of one (1) year and/or until the election of their successors. No person shall serve as a specific Officer for more than three (3) consecutive years, but may serve again after one (1) year setting aside from that specific office. Nothing precludes this same person from serving as a different Officer or Director at Large.
  3. Duties of Officers. These Officers shall perform the duties prescribed by these Bylaws and by the parliamentary authority adopted by the Association.
    1. The President shall:
      1. Be the executive officer of the Association.
      2. Preside at meetings of the Association and the Executive Board.
      3. Appoint the Chairpersons of all Committees, except the Nominating Committee, with the approval of the Executive Board.
      4. Be an ex-officio member of all committees, except the Nominating Committee.
      5. With the approval of the Executive Board, create Committees not provided for and assign their duties.
      6. Serve as liaison to the Cabeza Prieta National Wildlife Refuge.
    2. The Vice-President shall:
      1. Assist the President.
      2. Assume the duties of the president in his/her absence.
    3. The Secretary shall:
      1. Keep the minutes of the meetings of the Association and the Executive Board.
      2. Conduct the correspondence of the Association.
      3. Maintain the Association's records and files.
    4. The Treasurer shall:
      1. Be custodian of the funds of the Association.
      2. Be authorized to receive moneys from donations, membership dues, sales of publications, and other available items that may be handled by the Association.
      3. Make payments as directed by the Association and the Executive Board.
      4. Give a financial status report at Board meetings and membership meetings.
      5. Supervise the keeping of the Association's financial books and records.

Directors at Large:

  1. Directors: There shall be three (3) Directors at Large.
  2. Selection and Term: Each Director at Large shall be elected for a term of three years or until a successor shall be elected to fulfill the term.

    The same Nominating Committee as set forth above shall nominate a Director(s). They will present name(s) to the Executive Board at the first Executive Board meting in December and the Executive Board shall elect a Director or Directors at Large.

    Director at Large positions shall be for a term of three (3) years. Only one of the three positions shall expire each December; persons selected to fill a vacancy that occurs within a three (3) year term shall serve out the term of the position. Consequently, the terms of the position of Director at Large shall be staggered to promote continuity within the Executive Board.

    The Executive Board shall fill any vacancy in the Executive Board.

Duties of the Executive Board:

  1. Duties. The Executive Board shall:
    1. Require its members to be present to vote at an Executive Board meeting.
    2. Be vested with the general management of the affairs of the Association.
    3. Conduct any other such business as may be referred to it by the Association.
    4. Approve any Committee chairperson appointed by the President.
    5. Fix the hour and place of meetings.
    6. Fill any vacancies in office as they occur.
  2. Meetings. The Executive Board shall meet monthly November through April at the request of the President.
  3. Quorum. A majority of the Executive Board constitutes a quorum.
  4. Meeting Notice. Notice of the time and place of any meeting of the Executive Board shall be given at least three (3) days previous thereto.

Article V: Meetings

  1. The Association shall conduct its meetings and carry out its activities in a manner that provides all members the opportunity to participate fully and meaningfully in discussion and decisions. It shall strive to reach consensus among members and to respect dissenting and minority opinions when consensus is not possible.
  2. Meetings shall be as designated by the Executive Board.
  3. Special meetings may be called by the Directors or by a written request of a majority of the members of the Association. The purpose of the meeting shall be stated in the notice. No business at such meetings except that provided for in the notice shall be conducted.
  4. Quorum. A majority of members at the meetings shall constitute a quorum.
  5. The current edition of Robert's Rules of Order-Revised, shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules or order the Association may adopt.

Article VI: Dues Assessments

  1. Amount. The annual dues for all membership shall be set by the Executive Board.
  2. Payment. Annual dues shall be payable on December 1.

Article VII: Amendment of Bylaws

These Bylaws may be amended at any meeting of the Association by a two-thirds (2/3) vote, provided that the amendment has been submitted at least 28 days prior to the meeting.

Article VIII: Administrative Procedures

The Executive Board may establish Standing Rules as Administrative Procedures in accordance with Article IV.

Article IX: Finances

  1. The fiscal year of the Association shall be from October 1 to September 30.
  2. Membership Profits and Assets. All property owned, all income received in the future or property retained by the Association shall be used to further the purpose of the Association. No member shall share in the proceeds of the Association.
  3. Expenditures. No expenditures of one hundred dollars ($100.00) or more shall be authorized by the Officers without the approval of the Executive Board, except in payment of bills incurred in the conduct of the normal business of the Association; such business having been approved previously by the Executive Board.
  4. Checks. All checks issued by the Association shall be signed by the Treasurer.
  5. Funds. All Association money shall be deposited in a financial institution approved by the Executive Board. No funds of the Association shall be deposited in any name except that of the Association, and the Treasurer shall not invest any Association funds without prior approval of the Executive Board. All sums, all bank accounts, all investments and al business conducted shall be balanced and audited each year, and may be audited at the conclusion of the Treasurer's term.
  6. USFWS Review. The Association shall allow the USFWS to review the sales outlet records and the internal controls of the business operations and to evaluate the benefits accruing to the Service.

Article X: Offices

The principal office of the Association for the transaction of its business is located in Pima County, Arizona.

Adopted
Henry Jorgensen, President
Gayle Weyers, Secretary
4 March 2004

Revised: 2/6/2007
Lee Renz, President
June Beck, Secretary

Revised 12/1/2009
Ralph Hudson, President
John Cooper, Vice President
Lauralee Bell, Secretary
Lee Renz, Treasurer

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