Bylaws

A. Membership in SPAS shall be open to any interested individual. B. SPAS Local membership will allow individuals and families to belong to SPAS. Yearly membership will run January through December of each year. Membership fees will be set by the Board of Directors. Fees will be used to support SPAS local programs and projects. C. The National Audubon Society also offers membership in SPAS through joint membership. D. Regular Membership Meetings shall be scheduled by the Board of Directors. There will be at least five (5) regular meetings per calendar year. E. The Board of Directors and Officers shall be elected at the Annual Membership Meeting held on a date in the spring as determined by the current Board of Directors. 1. Twenty (20) members shall constitute a quorum at any regular, annual or special membership meeting. 2. Only those individuals appearing as current members on the SPAS Membership Roll as of the date of the meeting shall be entitled to vote. 3. Each current member shall be entitled to one vote at any Regular, Annual or Special Membership meeting. 4. Approval of all measures shall be by plurality of the current membership present. 5. Directors and Officers may be removed by a vote of two thirds (2/3) of the Board of Directors. Reasons for removal shall include unexcused absence at three (3) or more consecutive Board meetings or any conduct detrimental to the welfare of the organization. Once removed, such director is no longer eligible to serve on a future SPAS Board. F. Special Membership Meetings may be called: 1) by the President; 2) by a majority of the Board of Directors; or 3) by petition of not less than one-tenth (1/10) of all members entitled to vote. G. Notice of Regular and Special Membership Meetings shall be given at least seven (7) days in advance of the meeting by phone, email, newsletter, annual program brochure, website or, if by U.S. mail, not less than ten (10) days prior to the date of the meeting. Such notice will include the agenda and purpose of the meeting, as well as date, time and place. H. Participation in meetings shall be permitted by means of conference call or other technology if available.

SECTION 1: Composition

A. The Board of Directors shall be composed of a minimum of six (6) Directors and a maximum of nineteen (19) Directors depending on the number deemed necessary to carry on the work of the organization. B. The elected Board members may appoint additional Board members as deemed necessary. C. Any vacancy occurring on the Board may be appointed by a majority vote of the remaining Board members. The term of office of an appointed Board member shall not exceed one year and shall run until they can be put up for election. D. The Executive Board of Directors shall include five (5) Officers: President, First Vice President, Second Vice President, Secretary, and Treasurer. E. The Board of Directors and Officers shall be elected by a plurality of the members present at the Annual Membership meeting.

SECTION 2: Qualifications

A. Directors and Officers must be members of SPAS. Membership in SPAS Local will be given free to all Board members in return for their volunteer hours. B. Directors and Officers may not serve on the Board of Directors of any other Audubon Chapter in the state of Florida; however, may serve on the Board of Audubon Florida and/or the National Audubon Society.

SECTION 3: Duties The Board of Directors shall:

A. Be re-elected annually. Terms of office will start on July 1st and end on June 30th. B. Notify the President in writing on or before the date of the November Board of Director’s meeting if not wishing to serve another term. C. Govern the organization. D. Exercise fiduciary responsibility. E. Revise the Bylaws as necessary. F. Establish Policies and Procedures for conduct of its business. G. Ensure the financial stability of SPAS. H. Approve an annual budget. I. Vote on the President’s appointments to Standing and Special Committees. J. Establish Special Committees as necessary to carry out the organization’s purpose, including their scope, authority and duration. K. Appoint Directors to fill vacancies that may occur before the next annual membership meeting. L. Promote organizational activities through field trips, bird counts, programs, and the web site. M. Within six (6) months of joining the SPAS Board of Directors, each Board member shall become a member of at least one Standing or Special Committee.

SECTION 4: Meetings

A. There shall be at least five (5) Regular meetings of the Board of Directors in any one calendar year, but not more than one per month. The dates of such meetings shall be determined by the Board at its first meeting following the annual membership meeting. Meetings may also be conducted by email. B. Special meetings of the Board shall be called by the President, First Vice President, Second Vice President, or upon request by a majority of the Board. Notice of a special meeting shall be given in person, by phone, or by email not less than three (3) days prior to the date of the meeting or, if by U.S. mail, not less than ten (10) days prior to the meeting date. C. A majority of Directors and Officers shall constitute a quorum at any regular or special meeting of the Board, provided such quorum includes either the President, or Vice President. D. Absent a policy identifying specific accounting practices for tallying electronic votes, voting by email is not permitted for any action required or permitted to be taken by the Board of Directors outside of a regular meeting.

SECTION 5: Executive Committee

A. The Executive Committee shall consist of the President, First Vice President, Second Vice President, Secretary, and Treasurer. B. The Executive Committee shall: 1. Carry out policy decisions established by the Board of Directors. 2. Act on behalf of the Board of Directors between Board meetings. 3. Discuss issues and make recommendations to the Board for approval. 4. Develop an annual budget and present it to the Board for approval in August. 5. Approve or reject the proposed slate of nominees to the Board of Directors submitted by the Nominating Committee. 6. Meet at such times called by the President to conduct business that arises between Board meetings. 7. Compose the Annual Appeal letter. C. Three elected Officers shall constitute a quorum at any Executive Committee meeting provided such quorum includes the President or Second Vice President. D. Absent a policy identifying specific accounting practices for tallying electronic votes, voting by email is not permitted for any action required or permitted to be taken by the Executive Committee outside of a regular meeting.

SECTION 1: President

The President shall:

A. Direct the affairs of the organization subject to instructions and approval by the Board of Directors. B. Preside over all meetings of members, Board of Directors, and Executive Committee. C. Propose policies and procedures necessary to govern the organization. D. Submit reports to The National Audubon Society, Audubon Florida, the Board of Directors, and any other stakeholder as appropriate. E. Recommend chairpersons for all standing and special committees for approval by the Board. F. Set agenda for Board Meetings. G. Solicit for vacant positions on website and/or newsletter. H. Serve as an ex-officio member of all committees.

SECTION 2: First Vice President

The First Vice President shall:

A. Assist the President, learn all duties of the President as stated above, and perform other duties as necessary. B. Be part of the Financial Committee to understand and to help in decision making with the Lucy Rising Trust and Board Designated Funds. C. In the absence of the President, the First Vice President shall assume the duties of the President.

SECTION 3: Second Vice President

The Second Vice President shall:

A. Assist the President and perform other duties as necessary. B. Ensure compliance by the Board of Directors with the Bylaws. C. Manage the contribution correspondence of the Board of Directors. D. Be part of the Financial Committee to understand and to help in decision making with the Lucy Rising Trust and Board Designated Funds. E. In the absence of the President and the First Vice President, the Second Vice President shall assume the duties of the President.

SECTION 4: Secretary

The Secretary shall:

A. Record minutes of meetings and ensure their accuracy and availability. B. Perform other duties as approved by the Board.

SECTION 5: Treasurer

The Treasurer shall:

A. Oversee the writing, printing, and mailing of the Annual Appeal letter. B. Maintain transparency and accountability of the organization’s funds. C. Write all checks and make all deposits. D. Keep accurate coded checkbook expenses, monitor credit card use and deposits in the Virtual Office checkbook register. E. Assist the Board with budget and expenditure projections. F. Coordinate with the CPA and provide CPA with monthly checkbook register and bank statement. G. Be part of the Financial Committee to understand and to help decision making with the Lucy Rising Trust and Board Designated Funds. H. Provide monthly financial statements to the Board. I. Make weekly trips to the post office to collect and review all mail. J. Schedule and attend quarterly (or as needed) meetings with all financial advisors. K. Secure an assembly room for general meetings by signing a contract and paying monthly fee. L. Perform other duties as approved by the Board.

SECTION 6: Adjunct Financial Advisor

The Adjunct Financial Advisor shall:

A. Liaison with the SPAS Finance Committee and Financial Advisor for matters relating to the Lucy Rising Trust and Board Designated Funds. B. Manage the disbursement of monies from the Lucy Rising Trust and Board Designated Funds to the SPAS Board of Directors. C. Provide sage advice to the SPAS Board of Directors for any financial matters the Adjunct Financial Advisor sees fit regarding the financial integrity of SPAS.

SECTION 1: Establishment and Appointments

A. The President, with the approval of the Board of Directors, shall appoint Committee chairpersons for Standing Committees. B. Each chairperson will inform the Board in August of their written yearly plan for September through April for their committee. C. The President, with the approval of the Board of Directors, may establish special Ad Hoc or Task Force Committees to accomplish tasks deemed necessary by the Board of Directors.

SECTION 2: Standing Committees

Each committee may adopt its own rules, policies, procedures and objectives as consistent with the SPAS Mission Statement.

A. Nominating Committee: The Board of Directors shall annually appoint, not later than three (3) months prior to the next annual meeting of members, a Nominating Committee. The names of the members of the Nominating Committee shall be made known to the members through the SPAS newsletter or website and at a regular meeting of members, not later than two (2) months after the Nominating Committee has been constituted. Suggestions for nominations of Officers and Directors may be submitted to the Nominating Committee by any member of SPAS.

B. Finance Committee: The Finance Committee will consist of the President, First Vice President, Second Vice President, Treasurer, Adjunct Financial Advisor, Accountant, and one or more non-Board member. They shall quarterly review the Lucy Rising Trust and Board Designated Funds with the SPAS Financial Advisor.

The Accountant shall: 1. Maintain financial compliance with the requirements of Section 501(c) (3) of the Internal Revenue Code. 2. Annually submit a full financial report dated end of the fiscal year to the President and Treasurer who will submit it to the Board. 3. Submit a monthly financial report to the Treasurer.

C. Membership Development Committee: The Committee shall promote outreach, recruitment, encourage membership retention, brainstorm how to diversify, and most importantly engage members. The Membership Development Committee shall maintain close contact with the Membership Department of the National Audubon Society. It shall keep SPAS membership records and shall conduct membership campaigns to enroll new members. It shall endeavor to retain those members who have become delinquent in the payment of their dues.

D. Conservation Committee: The Conservation Committee shall keep informed of local, state, and national policies and actions affecting the environment (including Climate Change and Sea Level Rise) and conservation of natural resources. It shall develop and recommend SPAS’ conservation policy to the Board of Directors and carry out such policy as approved. The Committee shall endeavor to coordinate with The National Audubon Society and Audubon Florida regarding issues of national and local importance.

E. Field Trip Committee: The Field Trip Committee shall arrange field trips for the pleasure and education of SPAS members and the public. Participation is open to all, regardless of membership in SPAS.

F. Education Committee: The Education Committee shall conduct programs to inform members and the public about the natural environment. It shall maintain close contact with the Educational Services Division of National Audubon Society and Audubon Florida. It shall encourage schools and colleges within SPAS's territory to conduct classes in, or otherwise stress, natural history, ecology and conservation. The Committee shall conduct, or cause to be conducted, outreach and presentations in natural science for members and others and shall cooperate in furthering the educational objectives and programs of National Audubon Society and Audubon Florida. It shall, through other means, inform and educate the public about the natural environment consistent with our Mission Statement.

G. Program Committee: The Program Committee shall make all plans and arrangements for the regular meetings, except for matters relating to SPAS business that may be transacted at such meetings. The Program Committee shall make arrangements for lectures, discussions, and such other events as may promote interest in an appreciation of conservation, ecology and natural history.

H. Communication Committee: The Communication Committee shall publish a bulletin or newsletter for the members of SPAS, shall prepare any other electronic or print publications helpful to SPAS's program, and shall be responsible for publicity pertaining to activities of SPAS. The Communication Committee shall be responsible for website design and updating the website to ensure information remains current. The newsletter may, at the option of the Board, be published electronically. The Communication Committee shall manage the social and other media content of SPAS.

SECTION 1: Operations

A. SPAS shall operate as a not-for-profit organization and conform to the requirements set forth in the Internal Revenue Service Code Section 501(c) (3). B. The fiscal year of SPAS shall be July 1 to June 30. C. No part of the SPAS property, assets, or net earnings shall inure to any Trustee, Officer, Director, member, or private individual. D. Meeting procedure not governed by these Bylaws shall be governed by Robert’s Rules of Order, which may be suspended by a vote of the Board.

SECTION 2: Discontinuance and Dissolution

A. SPAS may terminate its status as a Chapter of the National Audubon Society and the National Audubon Society may terminate the status of SPAS as a Chapter of the National Audubon Society pursuant to procedures set forth in the 2001 Audubon Chapter Policy adopted by the National Audubon’s Board of Directors on December 8, 2001. B. Upon dissolution of SPAS, any assets that remain after payment of debts and liabilities shall become property of Audubon Florida or its successor. C. No individual shall be entitled to share in the distribution of any SPAS assets upon dissolution.

SECTION 3: Commitments

A. SPAS shall not enter into any commitments binding upon National Audubon Society without written authorization by National Audubon Society, nor shall National Audubon Society, without written authorization by SPAS, enter into any commitments binding upon SPAS. B. The Board may authorize any officer of SPAS to enter into contracts or execute and deliver any instrument in the name of and on behalf of SPAS. Such authority may be general or confined to specific instances. All contracts and monetary obligations must be approved and reviewed by the Board of Directors.

SECTION 4: Amendments

A. The Bylaws may be amended by a majority vote of members present in person or by proxy at any Regular or Special meeting of members duly called, provided notice of the proposed amendment has been given 30 days prior to the meeting where bylaws will be considered. B. Amendments to these Bylaws shall take effect at the adjournment of the meeting at which they are adopted unless otherwise provided. C. Bylaws will be reviewed and revised as necessary and at least every five years by a committee appointed by the President.

SECTION 1: General

To the fullest extent permitted by law, the organization/SPAS shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by, or in the right of, the organization), by reason of the fact that such person is or was a director or officer of the organization or is or was serving at the request of the organization as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, including any appeal thereof, if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the organization and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in, or not opposed to, the best interests of the organization or, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 2: Actions by or in the Right of the Organization

In any action, suit or proceeding, threatened, pending or completed by or in the right of the organization, indemnification shall be made as provided in Section 1 of this Article VIII, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the organization, unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Section 3: How Affected

Indemnification pursuant to Section 1 or Section 2 of this Article VIII, unless pursuant to a determination by a court, shall be made by the organization only as authorized in the specific case upon a determination that the indemnification is proper in the circumstances because the indemnified person has met the applicable standard of conduct set forth in Section 1 or Section 2 hereof. Such determination shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding to which the indemnification relates or by the members with a majority vote of a quorum consisting of members who were not parties to the action, suit or proceeding to which the indemnification relates. If a director, officer, employee or agent of the organization has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 or Section 2 of this Article VIII, or in the defense of any claim, issue or matter therein, the organization shall be obligated upon proper application to indemnify such person in respect of expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

SECTION 4: Prepayment of Expenses

Expenses (including attorneys' fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the organization in advance of the final disposition of such action, suit or proceeding upon a preliminary determination following one of the procedures set forth in Section 3 of this Article VIII that such indemnified person meets the applicable standard of conduct referred to therein and after receipt of an undertaking satisfactory in form and substance to the organization that such person will promptly repay such amount unless it shall ultimately be determined that the person is entitled to be indemnified by the organization as authorized in this Article VIII.

SECTION 5: Non-exclusivity

The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of members or disinterested directors or otherwise, both as to action in any official capacity and as to action in any other capacity while holding office with the organization. The Board of Directors may, at any time, approve indemnification of any other person that the organization has the power by law to indemnify, including, without limitation, employees and agents of the organization. The indemnification provided for in this Article VIII shall continue as to any person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person's heirs and personal representatives.