Section 1. The direction, control, and conduct of business of Baton Rouge Audubon Society (hereinafter called BRAS) shall be vested in a Board of Directors (hereinafter called the “Board”).
Section 2. The Board shall include:
A) Elected officers as defined in these bylaws;
B) Chairpersons of standing committees as defined in these bylaws;
C) No more than six directors elected from the membership at-large, and
D) The immediate past-president.
Section 3. All persons on the Board shall be members of BRAS.
Section 1. The officers are: President, Vice-President, Secretary, and Treasurer.
Section 2. The President shall be the President of BRAS, Chairperson of the Board, and an ex-officio member of all committees. The President shall make an annual report to the membership of BRAS, and shall ensure that the annual summary report is filed with the appropriate offices of the National Audubon Society. The President is responsible for ensuring that BRAS performs all chapter activities required by the national Audubon Society, and shall perform all other duties associated with the office.
Section 3. The Vice-President shall assist the President and shall preside at all meetings in the absence of the President. The Vice-President may perform such other duties as assigned by the President and/or the Board.
Section 4. The Secretary shall keep a record of all proceedings and meetings of the Board and BRAS, and shall perform such other duties as may assist the President and/or the Board in fulfilling the purposes of BRAS.
Section 5. The Treasurer shall have custody of the funds of BRAS, and shall distribute the funds as may be ordered by the Board. The Treasurer shall report to the Board at its regular meetings, or as requested. The Treasurer shall prepare an annual written report on the financial condition of BRAS for distribution to the member at the annual meeting of the membership.
Section 6. All checks and drafts of BRAS may be signed by the President, Vice-President, or Treasurer. All checks and drafts of the Society, less than or equal to the amount of one thousand dollars ($1000), shall be signed by the Treasurer at the Treasurer’s discretion: any and all actions requiring an encumbrance of Society funds in excess of the above amount must have board approval.
Section 1. The Standing Committees of BRAS are:
A) Membership Committee
B) Conservation Committee
C) Publications Committee
D) Education Committee
E) Sanctuary Committee
Section 2. The President, with the approval of the Board, shall appoint chairpersons for each of the Standing Committees, and each chairperson shall appoint members to the Standing Committees.
Section 3. The Duties of the Membership Committee are to cooperate with the membership department of the National Audubon Society, to conduct membership campaigns, to keep a register of the members of BRAS, and to perform such other duties as may be appropriate and necessary.
Section 4. The duties of the Conservation Committee are to keep informed on local, state, national and international issues relating to the conservation of natural resources and relating to governmental policies and actions affecting the natural environment and the conservation of natural resources; to develop draft positions on issues for presentation to the Board and membership, to advise the Board , other Audubon chapters in Louisiana, and the National Audubon Society, to carry out the policies of the Board , and to perform such other duties as may be appropriate and necessary.
Section 5. The duties of the Sanctuary Committee are to manage the sanctuary lands owned by BRAS according to policies established by the Board; to assist in the acquisition of new sanctuary lands and properties; to assist in fund raising activities; to keep the Board informed on the status of all sanctuary matters; and to perform other appropriate activities.
Section 6. The duties of the Publications Committee are to publish a newsletter for distribution to the members and such others as may be appropriate, and to prepare any other publications helpful to the on-going programs of BRAS.
Section 7. The duties of the Education Committee are to further the educational services of BRAS and the National Audubon Society; to conduct lectures, field trips and/or workshops in natural science for members and friends of BRAS and others; and through other means to inform and educate the public about the natural environment of the globe, country, region, and state.
Section 8. The Board may establish such other committees as may be appropriate from time to time to carry out the purposes of BRAS.
Section 9. All chairpersons of committees shall regularly report to the Board.
Section 1. There shall be an Annual Meeting of the membership of BRAS in the month of May of each year.
Section 2. There shall be at least two meetings of the membership of BRAS in each calendar year at such place as the Board may direct.
Section 3. Voting by proxy is not allowed at membership meetings. Only members in good standing and present may vote at any meeting of the membership.
Section 4. Notice of the meetings of the membership shall be given to the members of BRAS at each member’s last known address or by an announcement in the newsletter or on the BRAS web site or by email.
Section 5. A quorum of the membership is required to do any business, and a quorum is a majority of the members present at any meeting.
Section 1. The Board shall meet on at least six occasions in each calendar year at such place as the Board may direct.
Section 2. Voting at meetings by proxy is not allowed. Only members of the Board present in person may vote. Voting on issues outside of meetings may be accomplished by email and results are valid when a majority responds.
Section 3. Any member in good standing of BRAS may attend any meeting of the Board.
Section 4. Notice of the meetings of the Board shall be given to the members of BRAS at each member’s last known address or by an announcement in the newsletter or BRAS web site.
Section 5. A quorum of the Board is required to do any business, and a quorum is defined as at least half of the Board.
Section 1. The members of the Board are elected for a term of one year, with the exception of the chairpersons of the Standing Committees who are appointed for such terms as the Board may establish at the time of appointment.
Section 2. The members of the Board shall hold office until their successors are elected.
Section 3. The chairpersons of any other committees established by the Board shall serve such terms as the Board may establish.
The election of officers and Board members at large shall take place at the annual meeting in April of each year.
Section 1. Any member of the Board who purports to represent BRAS without approval of the Board may be relieved of his/her office.
Section 2. Failure to attend board meetings for two consecutive times without good cause is grounds for removal.
Section 3. The Board of Directors has the power to vote board members off the Board for cause. This will take a minimum of two-thirds of those board members present at a regularly called meeting that has a quorum.
The relationship between BRAS and the National Audubon Society shall be governed by the Chapter Policy.
Section 1. These bylaws may be amended by a majority vote of the members in good standing present at any regular meeting or any special meeting of the membership.
Section 2. Prior notice of the proposed amendment to these bylaws shall be given to the members at his/her last known mailing address or email address at least 15 days prior to the regular or special meeting. Publication in the newsletter shall be sufficient to meet this requirement.
Section 1. In order to facilitate decisions that must be made in between Board Meetings, Board members may submit and discuss proposals online. If a final decision is of a timely nature, votes may be cast via e-mail, and a simple majority of the Board will approve or disapprove the motion.
Section 2. The results of e-mail voting should be reported at the next regular meeting of the Board, and recorded in the minutes of the meeting.
Adopted: April 5, 1993
Amended: October 24, 2002
Draft and Amendment: October 15, 2003
Amended: May 12, 2010
Amended: July 2024