constitution and bylaws
CONSTITUTION AND BYLAWS
of the
GREATER AKRON AUDUBON SOCIETY
Revision Date: August 4, 2025
Article I: Name
This organization shall be known as the Greater Akron Audubon Society, hereafter to be referred to as GAAS.
Article II: Purpose
Section1. The purpose and objectives of this Society shall be to engage in any such educational, scientific,
investigative, literary, historical, philanthropic, and charitable pursuits as may be part of the stated purposes and
values of the National Audubon Society, of which this Society shall function as a Chapter.
Section 2. National Audubon Mission: Audubon protects birds and the places they need, today and tomorrow.
Section 3. National Audubon Values:
• drive for lasting positive impact
• build trust by acting with integrity
• foster innovation and learning
• recognize collaboration is key to accomplishing our mission
• demonstrate care for each other, our partners, and our communities
• embrace complexity and change
Section 4. This Society is not organized, nor shall it be operated, for pecuniary gain or profit, and it does not
contemplate the distribution of gains, profits, or dividends to the members thereof, or to any private shareholder or
individual. The property, assets, profits, and net income of this Society are irrevocably dedicated to charitable
purposes and no part of the property, assets, profits, or net income of this Society shall ever inure to the benefit of
any director, officer, or member thereof or to the benefit of any private shareholder or individual. Upon the
dissolution, or upon abandonment, the assets of this Society remaining after payment of or provision for all debts
and liabilities of this Society, shall be donated to National Audubon Society, Inc. or its successor or, if unwilling or
unable to accept said donation, to such corporation or corporations, association or associations, fund or funds, or
foundation or foundations having similar objects and purposes as this Society, as the Board of Directors of this
Society may designate, subject to the order of a Court as provided by law; provided that none of such assets shall
be donated to any organization other than one organized and operated exclusively for charitable purposes as
presently set forth in Section 501 (c) (3) of the Internal Revenue Code.
Section 5. No substantial part of the Society’s activities shall consist of carrying on propaganda, or otherwise
attempting to influence legislation, nor shall the Society participate in, or intervene in (including the publishing or
distributing of statements), any political campaign on behalf of any candidate for public office.
BYLAWS
Article I: Membership
Section 1. Any person interested in the purposes of the Society is eligible for membership.
Section 2. Annual dues of membership shall be as established and paid to the National Audubon Society.
Section 3. All members shall enjoy all the rights and privileges pertaining to the members of both this and the
National Society.
Section 4. Should renewal of membership dues not be paid within six months after the time they are payable, a
member so in default shall forthwith be dropped from the rolls. Members in good standing shall participate in the
local chapter elections.
Article II: Members’ Meetings
Section 1. Regular meetings of the Society are open to the public, shall be held monthly from September through
June, and will be announced through various media channels.
Section 2. The Annual Meeting of the Society shall be held in September at which time new officers will be elected,
installed, and will take office immediately.
Section 3. Fifteen members in good standing shall constitute a quorum for the transaction of business at any duly
called regular or special members meeting.
Article III: Officers
Section 1. The elected officers of the Society shall be a President, a Vice-President, a Secretary, and a Treasurer.
All officers shall serve one (1) year terms.
Section 2. A vacancy in the office of the President or in any other office shall be filled by the person receiving a
majority vote of the Board of Directors. That person elected shall hold office until the next annual meeting at which
time the vacancy shall be filled in the regular way.
Section 3. The President shall be President of the Society, Chairman of the Board of Directors and an ex-officio
member of all committees and shall perform all other duties associated with the Office of President.
Section 4. The Vice-President shall assist the President in the carrying out of their duties and shall preside at all
meetings in the absence of the President. The Vice-President shall be designated by the President to head one of
the Standing Committees.
Section 5. The Secretary shall keep a record of all proceedings of the Board of Directors and the Society and shall
conduct all the correspondence of the Society.
Section 6. The Treasurer shall have custody of the Society’s funds. The Treasurer shall disburse the funds as may
be ordered by the Board of Directors and shall submit a monthly Treasurer’s report to the Board of Directors at their
regular meetings, or as requested. The Treasurer will prepare an annual report on the financial condition of the
Society for distribution to the members at the annual meeting of the members, and a copy of which shall be
forwarded to the National Audubon Society. They may serve as Chairman of the Finance Committee.
Section 7. Vacancies occurring on the Board shall be filled by appointment by the President effective until the next
Annual Meeting.
Section 8. All checks and drafts of the Society may be signed by the Treasurer, the President, or Vice-President.
Section 9. Expenses from the Board members will require prior approval from a Board quorum or President. All
expense receipts will be given to the Treasurer for documentation and re-payment.
Article III: Board of Directors
Section 1. The control and conduct of business of the Society shall be vested in its Board of Directors. The Board of
Directors shall determine the policies of the Society. The Board of Directors shall include (a) the elected 4 officers,
(b) chairpersons of Standing Committees and Task Force Committees and (c) members at large.
Section 2. A simple majority of the Board of Directors shall constitute a quorum at any meeting of the Board of
Directors.
Section 3. Special meetings of the Board of Directors may be called by the President or upon the request of the
majority of the Board of Directors.
Section 4. Directors will serve as a liaison between National and the local Membership and should act in good faith
towards accomplishing the mission of both.
Section 5. Performance of duties and attendance at meetings: Board members who cannot regularly attend at least
6 Board meetings annually and/or perform their duties due to other commitments, illness, or other reasons should
resign so that the President can appoint a replacement.
Section 6. Absent a resignation, the Board, by a two-thirds vote of the Board Members present during a meeting
where a quorum is achieved, may act to remove a member.
Section 7. Record keeping of Board of Directors meeting minutes, recordings, treasurer’s reports, and activities
will be stored in the GAAS shared drive and/or protected area of the GAAS website.
Article V: Nominating Committee
Section 1. The Board of Directors shall annually appoint prior to April 1 a Nominating Committee to consist of not
less than three (3) members. The names of the members of the Nominating Committee shall be made known to
the membership of the Society and suggestions for nominations for officers may be submitted to the Committee
by any member of the Society.
Section 2. The Nominating Committee shall nominate candidates for officers to succeed those whose terms of
office expire. Its report shall be presented to the membership at a regular meeting in June prior to the Annual
Meeting in September.
Section 3. Nothing herein contained shall prevent nominations of officers from the floor at the time of the meeting
at which elections are held.
Article VI: Elections
Section 1. The election and installation of officers shall take place at the Annual Meeting.
Section 2. Officers presented by the Nominating Committee shall be elected by a voice vote of the membership
present at the regular members meeting, or by motion of the membership instructing the Secretary to cast a
unanimous ballot in favor of the recommendations presented by the Nominating Committee. However, if there is
more than one candidate for any office, the election to such office shall be by ballot with the winner receiving the
majority vote of the ballots cast.
Article VII: Committees
Section 1. The President, with the approval of the Board of Directors shall appoint chairs of Standing Committees
who, in turn, may select their own committee members with recommendations and suggestions from the Board of
Directors. Terms of office shall be for one year or until successors are appointed.
Section 2. The President, with the approval of the Board of Directors, may appoint Special or Task Force
Committees whose terms of office will be determined by the length of the assignment to be done.
Article VIII: Commitments
This Society, or its officers or Board of Directors, shall not enter into any commitments binding on the National
Audubon Society without authorization from the latter. In like manner, the National Audubon Society shall make
no commitments binding on this Society without its consent.
Article IX: Discontinuance
This Society may terminate its status as a Chapter of The National Audubon Society, and the National Society may
terminate the status of this Society as a chapter of the National Society, pursuant to procedures set forth in the
2001 Audubon Chapter Policy adopted by the National Society’s Board of Directors on December 8, 2001.
Article X: Parliamentary Authority
In matters not covered by these Bylaws, Roberts Rules of Order shall govern.
Article XI: Amendments
The Board of Directors will preliminarily approve by vote any By-Law Amendments or Revisions. Upon approval, the
By-Laws will then be submitted to the membership for a vote.
The Board approved Constitution and Bylaws may be approved for amendment or revision by a majority vote of
members in good standing present at any regular meeting or at any special meeting thereof, regularly called,
provided a quorum is present.
of the
GREATER AKRON AUDUBON SOCIETY
Revision Date: August 4, 2025
Article I: Name
This organization shall be known as the Greater Akron Audubon Society, hereafter to be referred to as GAAS.
Article II: Purpose
Section1. The purpose and objectives of this Society shall be to engage in any such educational, scientific,
investigative, literary, historical, philanthropic, and charitable pursuits as may be part of the stated purposes and
values of the National Audubon Society, of which this Society shall function as a Chapter.
Section 2. National Audubon Mission: Audubon protects birds and the places they need, today and tomorrow.
Section 3. National Audubon Values:
• drive for lasting positive impact
• build trust by acting with integrity
• foster innovation and learning
• recognize collaboration is key to accomplishing our mission
• demonstrate care for each other, our partners, and our communities
• embrace complexity and change
Section 4. This Society is not organized, nor shall it be operated, for pecuniary gain or profit, and it does not
contemplate the distribution of gains, profits, or dividends to the members thereof, or to any private shareholder or
individual. The property, assets, profits, and net income of this Society are irrevocably dedicated to charitable
purposes and no part of the property, assets, profits, or net income of this Society shall ever inure to the benefit of
any director, officer, or member thereof or to the benefit of any private shareholder or individual. Upon the
dissolution, or upon abandonment, the assets of this Society remaining after payment of or provision for all debts
and liabilities of this Society, shall be donated to National Audubon Society, Inc. or its successor or, if unwilling or
unable to accept said donation, to such corporation or corporations, association or associations, fund or funds, or
foundation or foundations having similar objects and purposes as this Society, as the Board of Directors of this
Society may designate, subject to the order of a Court as provided by law; provided that none of such assets shall
be donated to any organization other than one organized and operated exclusively for charitable purposes as
presently set forth in Section 501 (c) (3) of the Internal Revenue Code.
Section 5. No substantial part of the Society’s activities shall consist of carrying on propaganda, or otherwise
attempting to influence legislation, nor shall the Society participate in, or intervene in (including the publishing or
distributing of statements), any political campaign on behalf of any candidate for public office.
BYLAWS
Article I: Membership
Section 1. Any person interested in the purposes of the Society is eligible for membership.
Section 2. Annual dues of membership shall be as established and paid to the National Audubon Society.
Section 3. All members shall enjoy all the rights and privileges pertaining to the members of both this and the
National Society.
Section 4. Should renewal of membership dues not be paid within six months after the time they are payable, a
member so in default shall forthwith be dropped from the rolls. Members in good standing shall participate in the
local chapter elections.
Article II: Members’ Meetings
Section 1. Regular meetings of the Society are open to the public, shall be held monthly from September through
June, and will be announced through various media channels.
Section 2. The Annual Meeting of the Society shall be held in September at which time new officers will be elected,
installed, and will take office immediately.
Section 3. Fifteen members in good standing shall constitute a quorum for the transaction of business at any duly
called regular or special members meeting.
Article III: Officers
Section 1. The elected officers of the Society shall be a President, a Vice-President, a Secretary, and a Treasurer.
All officers shall serve one (1) year terms.
Section 2. A vacancy in the office of the President or in any other office shall be filled by the person receiving a
majority vote of the Board of Directors. That person elected shall hold office until the next annual meeting at which
time the vacancy shall be filled in the regular way.
Section 3. The President shall be President of the Society, Chairman of the Board of Directors and an ex-officio
member of all committees and shall perform all other duties associated with the Office of President.
Section 4. The Vice-President shall assist the President in the carrying out of their duties and shall preside at all
meetings in the absence of the President. The Vice-President shall be designated by the President to head one of
the Standing Committees.
Section 5. The Secretary shall keep a record of all proceedings of the Board of Directors and the Society and shall
conduct all the correspondence of the Society.
Section 6. The Treasurer shall have custody of the Society’s funds. The Treasurer shall disburse the funds as may
be ordered by the Board of Directors and shall submit a monthly Treasurer’s report to the Board of Directors at their
regular meetings, or as requested. The Treasurer will prepare an annual report on the financial condition of the
Society for distribution to the members at the annual meeting of the members, and a copy of which shall be
forwarded to the National Audubon Society. They may serve as Chairman of the Finance Committee.
Section 7. Vacancies occurring on the Board shall be filled by appointment by the President effective until the next
Annual Meeting.
Section 8. All checks and drafts of the Society may be signed by the Treasurer, the President, or Vice-President.
Section 9. Expenses from the Board members will require prior approval from a Board quorum or President. All
expense receipts will be given to the Treasurer for documentation and re-payment.
Article III: Board of Directors
Section 1. The control and conduct of business of the Society shall be vested in its Board of Directors. The Board of
Directors shall determine the policies of the Society. The Board of Directors shall include (a) the elected 4 officers,
(b) chairpersons of Standing Committees and Task Force Committees and (c) members at large.
Section 2. A simple majority of the Board of Directors shall constitute a quorum at any meeting of the Board of
Directors.
Section 3. Special meetings of the Board of Directors may be called by the President or upon the request of the
majority of the Board of Directors.
Section 4. Directors will serve as a liaison between National and the local Membership and should act in good faith
towards accomplishing the mission of both.
Section 5. Performance of duties and attendance at meetings: Board members who cannot regularly attend at least
6 Board meetings annually and/or perform their duties due to other commitments, illness, or other reasons should
resign so that the President can appoint a replacement.
Section 6. Absent a resignation, the Board, by a two-thirds vote of the Board Members present during a meeting
where a quorum is achieved, may act to remove a member.
Section 7. Record keeping of Board of Directors meeting minutes, recordings, treasurer’s reports, and activities
will be stored in the GAAS shared drive and/or protected area of the GAAS website.
Article V: Nominating Committee
Section 1. The Board of Directors shall annually appoint prior to April 1 a Nominating Committee to consist of not
less than three (3) members. The names of the members of the Nominating Committee shall be made known to
the membership of the Society and suggestions for nominations for officers may be submitted to the Committee
by any member of the Society.
Section 2. The Nominating Committee shall nominate candidates for officers to succeed those whose terms of
office expire. Its report shall be presented to the membership at a regular meeting in June prior to the Annual
Meeting in September.
Section 3. Nothing herein contained shall prevent nominations of officers from the floor at the time of the meeting
at which elections are held.
Article VI: Elections
Section 1. The election and installation of officers shall take place at the Annual Meeting.
Section 2. Officers presented by the Nominating Committee shall be elected by a voice vote of the membership
present at the regular members meeting, or by motion of the membership instructing the Secretary to cast a
unanimous ballot in favor of the recommendations presented by the Nominating Committee. However, if there is
more than one candidate for any office, the election to such office shall be by ballot with the winner receiving the
majority vote of the ballots cast.
Article VII: Committees
Section 1. The President, with the approval of the Board of Directors shall appoint chairs of Standing Committees
who, in turn, may select their own committee members with recommendations and suggestions from the Board of
Directors. Terms of office shall be for one year or until successors are appointed.
Section 2. The President, with the approval of the Board of Directors, may appoint Special or Task Force
Committees whose terms of office will be determined by the length of the assignment to be done.
Article VIII: Commitments
This Society, or its officers or Board of Directors, shall not enter into any commitments binding on the National
Audubon Society without authorization from the latter. In like manner, the National Audubon Society shall make
no commitments binding on this Society without its consent.
Article IX: Discontinuance
This Society may terminate its status as a Chapter of The National Audubon Society, and the National Society may
terminate the status of this Society as a chapter of the National Society, pursuant to procedures set forth in the
2001 Audubon Chapter Policy adopted by the National Society’s Board of Directors on December 8, 2001.
Article X: Parliamentary Authority
In matters not covered by these Bylaws, Roberts Rules of Order shall govern.
Article XI: Amendments
The Board of Directors will preliminarily approve by vote any By-Law Amendments or Revisions. Upon approval, the
By-Laws will then be submitted to the membership for a vote.
The Board approved Constitution and Bylaws may be approved for amendment or revision by a majority vote of
members in good standing present at any regular meeting or at any special meeting thereof, regularly called,
provided a quorum is present.