ARTICLE I: PLACE OF BUSINESS
The principal office for transaction of business of the Western Bird Banding Association, here forth known as WBBA or the Corporation, shall be located at Santa Clara County, California.
ARTICLE II: TERRITORY
The territory of this Association, known as the Western Province, shall include those states of the United-States of America which lie wholly west of the 100th Meridian, including Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington and Wyoming; and that part of Canada which lies wholly west of the 110th Meridian, including the provinces of Alberta, British Columbia, and the Yukon Territory; and that portion of Mexico which lies west of the summit of the Sierra Madre Oriental.
ARTICLE III: DIRECTORS
Section 1: Number of Directors
The authorized number of Directors of this Corporation will be from three (3) to eleven (11), the number to be determined by the existing Directors according to the availability of interested and qualified candidates and tasks to be performed. The persons elected as Officers, as set forth in Article IV, Section 1, will constitute the Directors of this Corporation, here forth referred to as the Board, Directors, or Board of Directors.
Section 2: Powers of Directors
The management and control of the affairs of WBBA shall be vested in the Directors. Said powers shall include the power to make rules and regulations, not inconsistent with the laws or the Articles of Incorporation of these By-Laws, for the guidance of the Officers and management of the affairs of the Corporation.
Section 3: Election of Directors
The Directors shall be elected at the WBBA annual meeting. Each Director shall serve a one-year term. Election shall be by a plurality of those persons present and voting at the annual Membership meeting, including those voting by proxy. Vacancies occurring on the Board before the end of a Directors term is completed shall be filled by the remaining Members of the Board to serve until the next WBBA annual meeting.
Section 4: Meetings
The only regular meeting of the Board of Directors shall be that held in conjunction with the annual meeting of the Members. Special meetings of the Board for any purpose or purposes whatsoever shall be called at any time by the President, or if absent, or unable, or refuse to act, by the Vice President, or by any two Directors, upon due notice in writing given to each Director. Such notice shall be given by mail at least ten (10) days in advance of such special meeting. Such meeting may be held at the principal office of the Corporation or at any-place, which shall be designated from time to time by resolution of the Board or by written consent of all Directors, or in the absence of any such principal office, or designated place, at the residence address of the then incumbent Treasurer.
Section 5: Quorum
A majority of the authorized number of Directors shall be necessary to constitute a quorum of the Board for the transaction of the Corporation business.
ARTICLE IV: OFFICERS
The Officers of the Corporation will be a President, 1st Vice President, 2nd Vice President, Secretary, Treasurer, Membership Coordinator, Immediate Past President, and (ex-officio) Editor. No Officer except the Treasurer, Membership Coordinator, and Editor will hold the same office for more than two successive terms. After lapse of at least one term, any such Officer will be eligible for the same office. This restriction will not prohibit a Director from holding a different office following the expiration of two successive terms in one particular office.
The Officers shall be elected annually from and by the Members in good standing by a plurality vote of the Members present, or by proxy, and voting at the annual meeting. In the event there is no Corporation annual meeting due to absence of a quorum, the Officers may, at the determination of the Board, conduct an election by mail.
The term of office of the Officers shall begin immediately following their installation at the meeting at which they are elected and shall continue until their successors are elected and installed.
Vacancies among the Officers shall be filled by the Board to serve until the next annual meeting of the Membership. The Board may, at its discretion, appoint Regional Directors for major geographical areas in the Western Province where no local chapters exist.
The nomination of Officers shall be by a nominating committee appointed by the President at least ninety (90) days prior to the annual meeting. The nominating committee will consist of three (3) Members in good standing, which shall present a report at the next Corporation annual meeting nominating candidates for the Officers of the Corporation. Additional nominations may be made from the floor if the consent of the nominee has been obtained. No Member shall be nominated or elected to office unless they are in good standing and are not delinquent in the payment of dues for the current year.
ARTICLE V: MEMBERSHIP
Any person, irrespective of their place of residence, who subscribes to the purposes of the Corporation, may become a Member upon the payment of dues and approval of the Board.
There shall be six classes of Membership as follows: (a) Active Members; (b) Sustaining Members; (c) Institutional Members; (d) Life Members; (e) Honorary Members; and (f) Non-subscribing Members.
Active Members will be those persons holding bird-banding permits, as required by federal, state, and provincial authorities; and others not holding bird banding permits but interested in bird banding. The Board will determine the amount of annual Membership dues. Sustaining Members will pay dues twice the amount of those of Active Members. Institutional Members will be any and all institutions, organizations, agencies, etc. The Board will determine their dues. Life Members will pay a lump sum determined by the Board. Life Members will be relieved of all further dues. Monies from Life Membership will be placed in a separate fund or account with monies from contributions. Honorary Members may be elected by the Board for merit in bird banding work, or service to WBBA, upon nomination of four or more Members. Honorary Members will be relieved of all dues. Non-subscribing Members will be Active Members who do not wish to receive a copy of the publication of the Western Bird Banding Association. Their dues will be less than those of Active Members, as determined by the Board. Memberships will begin with the issue of the publication following receipt of payment. All classes of membership except Life and Honorary will expire after a period of one year (four issues).
Every member, regardless of class of membership, will have one vote.
ARTICLE VI: MEETINGS
There shall be an annual meeting of the Corporation at a time and place determined by the Board. In addition to the business meeting and the election of Officers and Directors, the annual meeting shall promote the display of work accomplished by Members and others, including papers embodying the results of their work. Notice of the annual meeting and proxy statements shall be mailed to each member of all classes at least thirty (30) days in advance of the meeting date. Special meetings of the Members may be held at such time and place as the Board shall determine, or when request is made to the President in writing by twenty (20) Members. There shall be at least thirty (30) days advance notice of special meetings of the Membership. Twenty percent (20%) of voting Members either personally present, or by proxy, shall constitute a quorum at Membership meetings.
ARTICLE VII: DUTIES OF THE OFFICERS
Section 1: The President
The President shall preside at all meetings of the Membership and of the Board. The President shall be an ex-officio member of all committees of the Membership and of the Board, but shall not vote as such a member except in the event of a tie vote when they may cast the deciding vote. The President shall be a regular voting member of the Board. The President may call special meetings of the Board as prescribed in Article III, Section 4.
Section 2: The Vice-Presidents
It will be the duty of the 1st Vice President to perform the duties of the President in the case of death, resignation, absence, or disability of the President. The 1st Vice President will be responsible for arranging the program of the forthcoming annual meeting.
It shall be the duty of the 2nd Vice President to perform the duties of the 1st Vice President in the case of death, resignation, absence or disability of the 1st Vice President. Additionally, the 2nd Vice President will serve as an official member of the Grant Committee to assist in reviewing grant proposals and selecting grant recipients, help to assure the process runs in accordance with guidelines and on schedule, and keep the rest of the Board informed of the Committee’s actions. The 2nd Vice President further will have such other duties as may be assigned by the Board.
Section 3: The Secretary
It shall be the duty of the Secretary to keep the minutes of all meetings of the Membership and of the Board and to take charge of all books, documents, and papers belonging to the Membership properly coming into the care of his office, and he shall also perform such other duties as may be prescribed by the Board. In the absence of the Secretary from any meeting of the Membership or of the Board, the President shall appoint one of the Members of the Board to serve as Secretary pro tempore.
Section 4: Treasurer
It shall be the duty of the Treasurer to receive all funds of every nature collected by the Membership or by the Board and deposit same to the credit of the Corporation in any bank or trust company approved by the Board; and to keep current financial accounts thereof, as well as other monies belonging to the Corporation. They shall issue checks authorized by the President or 1st Vice President. They shall present to the Board at Board meetings and to the Membership at the annual meeting, or at any time upon request by the President, a statement of receipts, expenditures and condition of the finances of the Corporation. It shall be a duty of the Treasurer to prepare a tentative budget each year. This tentative budget shall then be approved by the Board at the WBBA annual meeting, or by mail. Line items of the approved budget may not be exceeded without the approval of a two-thirds majority of the Board. The Treasurer shall, at the expiration of their term of office, removal, or resignation, transfer all funds, books, papers, and all other property of the Corporation, to their duly selected successor in office, or to some other person designated by the Board.
Section 5: Membership Coordinator
It will be the duty of the Membership Coordinator to maintain the member database; notify members when their memberships are about to expire; supply address labels to the journal editor for each issue; track membership trends; develop and implement ways of publicizing the organization, attracting new members, keeping current members, and regaining lost members; and report to the rest of the Board on all membership-related issues.
ARTICLE VIII: PUBLICATIONS
The official publication of WBBA shall be the North American Bird Bander, published according to agreement with one or more other North American bird banding organization(s). The WBBA Editor of the official publication shall be an ex officio Member of the Board. All classes of Members shall receive the publication except Non-subscribing Members. This section of the By-Laws shall not be construed to prevent publication of an independent journal should WBBA wish to terminate its publishing agreement with other organizations.
ARTICLE IX: LOCAL CHAPTERS
Members of the Corporation anywhere in the Western Province shall be encouraged to form local organizations to be known as chapters and to be affiliated with this Corporation. Such chapters shall elect their own Officers, do their own financing, and hold meetings at their own pleasure, and shall be autonomous from this Corporation. Membership in one chapter shall not prevent membership in other chapters. Only Members of this Corporation, however, shall be eligible for Membership in a chapter formed under this Corporation.
ARTICLE X: ENDOWMENT AND SPECIAL FUNDS
There will be a fund or account created by dues from Life Memberships and by direct contributions. These monies will be kept separate from general funds and their income used. The endowment fund shall be invested and the income therefrom shall be used in furthering the purposes of the corporation under the direction of the Board.
Special funds may be solicited and developed for special purposes and, as such, shall be kept separate from the endowment fund and used for the purposes specified.
ARTICLE XI: EXPULSIONS
Any Member who shall deliberately falsify a record or inflict cruelty on birds, which he handles, shall be subject to summary dismissal from the Corporation by a majority vote of the Board. Leaving traps or nets unattended for long periods of time shall be considered cruelty within the meaning of this section.
ARTICLE XII: AMENDMENTS
These By-Laws may be amended by a two-thirds (2/3) majority of those voting at the annual meeting of the Membership either personally or by proxy, or if authorized by the Board, in a mail ballot, provided that in either case, notice of the proposed action shall have been sent to each Member of the corporation thirty (30) days before the date of the vote.
ARTICLE XIII: EFFECTIVE DATE
These By-Laws shall become effective immediately upon their adoption.