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ARTICLE ONE- ORGANIZATION
1.The name of this organization shall be Pennsylvania Association
of Wildlife Rehabilitators.
2.The organization may at its pleasure by a vote of the membership
body change its name.
ARTICLE TWO - PURPOSES
1.The purpose for which this organization has been organized is to
further wildlife rehabilitation and wildlife in the state of Pennsylvania.
ARTICLE THREE - MEMBERSHIP
1.Membership in this organization shall be open to all who are
wildlife rehabilitators or people that are interested in wildlife.
ARTICLE FOUR - MEETINGS
1.The annual membership meeting of this organization shall be held
in conjunction with the annual meeting of the Pennsylvania Wildlife
Rehabilitation and Education Council meeting. The Secretary shall
cause to be mailed to every member in good standing at his or her
address as it appears in the membership roll book of this
organization a notice telling the time and place of such annual meeting.
2.The presence of not less than twenty-five percent of members
shall constitute a quorum and shall be necessary to conduct the
business of this organization, but a lesser number may adjourn the
meeting for a period of no more than 4 weeks from the date scheduled
by these by-laws and the secretary shall cause a notice of this
scheduled meeting to be sent to all those members who were not
present at the meeting originally called. A quorum as herein before
set forth shall be required at any adjourned meeting.
3.Special meetings of this organization may be called by the
president when he or she deems it for the best interest of the
organization. Notices of such meeting shall be mailed to all members
at their addresses as they appear in the membership roll book at
least but not more that 14 days before the scheduled date set for
such special meeting. Such notice shall state the reasons that such
meeting has been called, the business to be transacted at such
meeting and by whom called.
4.At the request of three members of the Board of Directors of
five members of the organization the president shall cause a special
meeting to be called but such request must be made in writing at
least 21 days before the requested scheduled date.
ARTICLE FIVE - VOTING
1.At all meetings, except for the election of officers and
directors, all votes shall be viva voce, except that for the election
of officers, ballots shall be provided and there shall not appear any
place on such ballot any mark or marking that might tend to indicate
the person who cast such ballot.
2.At any regular or special meeting, if a majority so requires,
any question may be voted upon in the manner and style provided for
election of officers and directors.
3.At all votes by ballot, the chairman of such meeting shall,
immediately prior to the commencement of balloting, appoint a
committee of three who shall act as "Inspectors of Election"
and who shall at the conclusion of such balloting certify in writing
to the chairperson the results and the certified copy shall be
physically affixed in the minute book to the minutes of that meeting.
4.No inspector of election shall be a candidate for office or
shall be personally interested in the question voted upon.
ARTICLE SIX - ORDER OF BUSINESS
1.Reading of the minutes of the preceding meeting.
2. Reports of the officers.
3.Reports of the committees.
4. Old and unfinished business.
5.New business.
ARTICLE SEVEN - BOARD OF DIRECTORS
1.The business of this organization shall be managed by a Board of
Directors consisting of three members together with the officers of
this organization.
2.The directors to be chosen for the ensuing year shall be chosen
at the annual meeting of this organization in the same manner and
style as the officers of this organization and they shall serve for a
term of two years.
3.The Board of Directors shall have the control and management of
the affairs and business of this organization. Such Board of
Directors shall only act in the name of this organization when it
shall be regularly convened by its chairman after due notice to all
the directors of such meeting.
4.Three of the members of the Board of Directors shall constitute
a quorum and the meetings of the Board of Directors shall be held at
least quarterly; meetings may be held with the use of conference
telephones or similar communications equipment by means of which all
persons participating in the meeting can hear one another.
5.Each director shall have one vote and such voting may not be
done by proxy.
6.The Board of Directors may make such rules and regulations
covering its meetings as it may in its discretion determine necessary.
7.Vacancies in the Board of Directors shall be filled by a vote of
the majority of the remaining members of the Board of Directors.
8.The President of the organization by virtue of the office shall
be chairperson of the Board of Directors. [The Board of Directors
shall select from one of their number of secretary who may be the Secretary/Treasurer].
9.A director may be removed when sufficient cause exists for such
removal. The Board of Directors may entertain charges against any
director. A director may be represented by counsel upon any removal
hearings. The Board of Directors shall adopt such rules as it may in
its discretion consider necessary for the best interest of the
organization, for this hearing.
ARTICLE EIGHT - OFFICERS
1.The officers of the organization are as follows:
President
Vice President
Secretary
Treasurer
2.The President shall: preside at all membership meetings; by
virtue of the office be chairperson of the Board of Directors;
present at each annual meeting of the organization an annual report
of the work of the organization, appoint all committees, temporary or
permanent; see that all books, reports and certificates as required
by law are properly kept or filed; be one of the officers who may
sign the checks or drafts of the organization, and have such powers
as may be reasonably constructed as belonging to the chief executive
of any organization.
3.The Vice President shall in the event of the absence or
inability of the President to exercise his or her office become
acting president of the organization with all the rights, privileges
and powers as if he or she had been the duly elected president.
4.The Secretary shall keep the minutes and records of the
organization in appropriate books,
file any certificate required by any statute, federal or state,
give and serve all notices to members of the organization, be the
official custodian of the records and seal of the organization,
present to the membership at any meetings any communications which
shall be addressed to the Secretary of the organization, submit to
the Board of Directors any communications which shall be addressed to
the Secretary of the organization, attend to all correspondence of
the organization and exercise all duties incident to the office of Secretary.
5.The Treasurer shall also have the care and custody of all monies
belong to the Organization, be solely responsible for such monies or
securities of the organization and be one of the officers who shall
sign checks or drafts or the organization. No special fund may be set
aside that shall make it unnecessary for the Treasurer to sign the
checks issued upon it.
6.The Treasurer shall render at stated periods as the Board of
Directors shall determine a written account of the finances of the
organization and such report shall be physically affixed to the
minutes of the Board of Directors of such meeting and shall exercise
all duties incident to the office of Treasurer.
7.Officers shall by virtue of their office be members of the Board
of Directors.
8.No officer or director shall for reason of the office be
entitled to receive any salary or compensation, but nothing herein
shall be construed to prevent an officer or director from receiving
any compensation from the organization for duties other than as
director or officer.
ARTICLE NINE - SALARIES
1.The Board of Directors shall here and fix the compensation of
any and all employees which they in their discretion may determine to
be necessary in the conduct of the business of the organization.
ARTICLE TEN - COMMITTEES
1.All committees of this organization shall be appointed by the
Board of Directors or the President and their term of office shall be
for a period of 2 years or less if sooner terminated by the action of
the Board of Directors or the President.
ARTICLE ELEVEN - DUES
1.The dues of this organization shall be established from time to
time by vote of the membership.
ARTICLE TWELVE - AMENDMENTS
1.These by-laws may be altered, amended, repealed or added to by
an affirmative vote of not less than two-thirds of the members
present of a membership meeting with a quorum present as set forth
under these by-laws.
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