BYLAWS of the LINEOLATED PARAKEET SOCIETY (AMENDED SEPTEMBER, 2018)
ARTICLE I
NAME AND PURPOSES
Section 1.01. Name. The name of the organization is the LINEOLATED PARAKEET SOCIETY.
Section 1.02. Mission and Purpose. The Society is a non‐profit corporation established in 2006 whose purpose is to represent the Lineolated Parakeet (Bolborhynchus lineola) and to educate the public about keeping and breeding these birds in captivity.
Lineolated Parakeet Society membership is open to Lineolated Parakeet breeders, pet birdowners, avian veterinarians, pet/bird storeowners, bird product manufacturers, and other people interested in the perpetuation and conservation of this species.
The Lineolated Parakeet Society believes that these exotic birds have special needs that owners new and old can help reveal, define and be made better aware of through an organization with a circumglobal membership dedicated to preserving the species and promoting it’s husbandry.
ARTICLE II
MEMBERS
Section 2.01. Classes. There shall be three (3) classes of members: Individual; Dual; and Junior. Dual membership is defined as any two individuals residing at the same address. Junior membership is available to any student between the ages of 10 to 18.
Section 2.02. Qualifications and Eligibility for Membership. Membership may be granted to any individual who: (1) supports the mission and purposes of the Society, and (2) pays the annual dues set by the Board of Directors when due.
The Board, by affirmative vote of two‐thirds of all members of the Board, may refuse or reject an application for membership for any reason or no reason. Each Individual member shall have the right to one vote in the affairs of the Society. Each member of a Dual Membership shall have one vote each. A Junior Member does not have a vote in the affairs of the Society. A person must be a member for a minimum of thirty (30) days to be able to vote in any election or society business.
Section 2.03. Termination of Membership. The Board of Directors, by affirmative vote of two thirds of all members of the Board, may suspend, expel or terminate a member who becomes ineligible for membership or for any cause that in the opinion of the Board is adverse to the mission and purposes of the Society or that is deemed detrimental to the Society. The membership of any member in default in the payment of dues shall be automatically terminated after 30 days from the date of notice to the member that member is in default of the payment of dues.
Section 2.04. Resignation. Any member may resign by filing a written resignation with the Secretary, however, such resignation shall not relieve the resigning member of the obligation to pay any dues or other charges theretofore accrued and unpaid. A resigning member forfeits any rights to dues or fees paid to the Society.
Section 2.05. Dues. Dues for members shall be established by the Board of Directors.
Section 2.06. Meetings. The annual membership meeting shall be held each year in November on a date, time and place designated by the Board of Directors. Other membership meetings may be called by the Chairperson as deemed necessary for the timely conduct of business before the membership. A special meeting of the members of the Society may be called by:
(1) the president;
(2) any two other members of the Board of Directors; or (3) members (by petition to the Board) having not less than one‐tenth of the votes entitled to be cast at the meeting. At least thirty days before the date of a membership meeting, the Chairperson shall notify all members of the date, time and location of the meeting. The thirty‐day notification requirement may be waived if in the opinion of the Chairperson an emergency exists that would require the membership to meet to transact business. The Chairperson shall include in the meeting notification alternative means by which members may participate in the meeting utilizing electronic media. The members present in person and participating by electronic media shall constitute a quorum for transaction of business at a membership meeting. A member may vote in person or by proxy executed in writing by the member to the Secretary.
ARTICLE III
AUTHORITY AND DUTIES OF DIRECTORS AND OFFICERS
Section 3.01. Authority of Directors. The membership of the Society vests in the Board of Directors the power and authority to manage the routine affairs of the Society in accordance with the bylaws and pertinent local, state and/or federal laws. The Directors shall make recommendations to the membership regarding policies affecting the Society.
Section 3.02. Number and Selection. The Board shall consist of seven (7) directors elected by the general membership. Such elections shall be held in October of each year with results of the election announced at the annual meeting of the membership in November. The initial election of the Society shall be held in October, 2007. Each director shall hold office for a term of two (2) years. New offices may be recommended by the Board of Directors with ratification by the general membership.
Section 3.03. Terms of Office. Each director shall hold office for a term of two (2) years.
Directors shall hold office until a successor is duly qualified and appointed or elected, or the Director resigns. At the expiration of a term, the incumbent shall be eligible for re‐nomination and re‐election by the membership. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of a term shall be filled on an interim basis by a majority vote of the remaining directors until such time that an election by the membership is conducted. In the event of a tie vote, the most tenured director shall choose the succeeding director. The Board shall establish a rotating schedule for the expiration of terms.
To be considered for a board position, a person shall be a member for a minimum of six (6) months. To be considered for an executive position (President, Vice President, or Treasurer) a member must have held a board position for a minimum of one (1) year.
Section 3.04. Nominations and Elections Committee. There shall be a Nominations and Elections Committee, composed of the President or Vice President and at least two (2) other members of the Board of Directors whose position is not expiring. Each member of the committee shall have one (1) vote and all decisions shall be made by majority vote. Any member may nominate any other member to serve on the Board, but may not self‐nominate. The Nominations and Elections Committee shall screen nominations and shall choose a slate of candidates that, in the opinion of the Committee, would serve in the best interests of the Society. The Committee shall oversee the elections process. The Board shall adopt nominations and elections procedures to guide the Committee.
Section 3.05. Director and Officer Positions. The following Director and Officer positions are authorized by the general membership.
Section 3.05.1. Director 1 ‐ President. The President shall preside at all meetings of the membership and the Board of Directors. While presiding over meetings of the Board, the President shall serve as Chairman of the Board. The President shall perform all duties attendant to that office, subject however to the approval of the Board of Directors, and shall perform such other duties as assigned by the Board of Directors.
Section 3.05.2. Director 2 ‐ Vice‐President. The Vice‐President shall preside at meetings of the Board of Directors in the absence of or request of the President. In the event that the President is unable to perform the duties, the Vice‐President shall assume the duties of President until such time as the President may resume them, or until an election of the membership can be held. The Vice‐President shall serve as coordinator for the annual membership meeting, and shall be the Society’s representative to related and affiliated avian organizations, subject to the approval of the Board of Directors. The Vice‐President shall serve as the Society’s legislative affairs representative and shall keep the Board and general membership informed of international, federal and state legislation that would have a significant impact on Lineolated parakeets as a species and the Society. The Vice‐President shall perform other duties as requested and assigned by the President, subject to the approval of the Board of Directors.
Section 3.05.3. Director 3 ‐ Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors in the books or media proper for that purpose. The Secretary shall serve as the Society’s agent to the Secretary of State of the State of Texas and other such state or federal agencies as may be required by statute to maintain the Society’s nonprofit corporation status. The Secretary shall serve as the historian of the Society. The Secretary shall perform other duties as requested and assigned by the President, subject to the approval of the Board of Directors.
Section 3.05.4. Director 4 ‐ Treasurer. The Treasurer shall perform or cause to be performed all financial accounting and bookkeeping functions of the Society. The Treasurer shall establish such procedures, processes and internal controls necessary according to commonly accepted financial and accounting standards that provide reasonable assurance to the satisfaction of the Board that the financial affairs of the Society are being protected. The Treasurer shall serve as the Society’s agent to the Internal Revenue Service and State of Texas revenue agencies. The Treasurer shall report to the Board of Directors at each regular meeting on the status of the Society’s finances. The Treasurer shall perform such other duties as occasionally may be requested or assigned by the President, subject to the approval of the Board of Directors.
Section 3.05.5 – The other 3 (three) elected directors will serve as Directors-at-large and represent all members and the best interests of the Lineolated Parakeet Society. All directors are eligible to serve on committees as either members or chairs of committees. All committee chairs and members serve at the pleasure of the board and may be replaced at any time.
Section 3.06. Contracting and Staffing for Services. The Board of Directors may contract for services and/or hire such paid staff as they deem proper and necessary for the efficient and effective operations of the Society. The powers and duties of such contractors and/or paid staff shall be as assigned or delegated to be assigned by the President, subject to the approval of the Board.
Section 3.07. General Standards for Directors. (a) A director shall discharge the director’s duties in good faith, with ordinary care, and in a manner the director reasonably believes to be in the best interest of the Society. A director is not liable to the Society, a member, or another person for an action taken or not taken as a director if the director acted in compliance with this section. A person seeking to establish liability of a director must prove that the director did not act: (1) in good faith; (2) with ordinary care; and (3) in a manner the director reasonably believed to be in the best interest of the Society.
Section 3.08. Resignation. Resignations are effective upon receipt of the resigning director’s written notification by the Secretary.
Section 3.09. Regular Meetings. The Board of Directors shall hold at least two (2) regular meetings per calendar year. Meetings shall be at such dates, times and places as the Board shall determine.
Section 3.10. Special Meetings. Special meetings shall be at such dates, times and places as the Board shall determine.
Section 3.11. Notice. Meetings may be called by the Chairperson or at the request of any two (2) directors by notice emailed, mailed, telephoned, or faxed to each member of the Board not less than twenty‐four (24) hours before such meeting.
Section 3.12. Quorum. A quorum shall consist of a majority of the Board attending in person or through electronic media. All decisions will be by majority vote of those present at a meeting at which a quorum is present. If less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting on occasion without further notice.
Section 3.13. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.
Section 3.14. Participation in Meeting through Electronic Means. Members of the Board may participate in a meeting through electronic means so long as all members are afforded the same opportunity to participate in this manner.
Section 3.15. Committees. The Board of Directors may, by resolution adopted by a majority of the Directors, establish committees of the Board composed of at least two (2) persons. The Board may make such provisions for appointment of the chair of such committees, establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient, effective management of the property, affairs, business, and activities of the Society.
Section 3.16. Reimbursement. Directors shall serve without compensation with the exception that expenses incurred in the furtherance of the Society’s business may be reimbursed with prior approval and proper documentation of expense incurred.
ARTICLE IV
INDEMNIFICATION
Every member of the Board of Directors, officer or employee of the Society may be indemnified by the Society against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the Society, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the Society. The foregoing right of indemnification shall be in addition and not exclusive of all other rights that such member of the Board, officer or employee is entitled.
ARTICLE V
ADVISORS AND COMMITTEES
Section 5.01. Establishment. The Board of Directors may appoint special advisors to the Board, and may establish one or more Committees.
Section 5.02. Size, Duration, and Responsibilities. The size of such appointed committees, and the duration and responsibilities of such appointed advisors and committees shall be established by a majority vote of the Board of Directors.
ARTICLE VI
FINANCIAL ADMINISTRATION
Section 6.01. Fiscal Year. The fiscal year of the Society shall be January 1 ‐ December 31 but may be changed by resolution of the Board of Directors.
Section 6.02. Checks, Drafts, Etc. All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board.
Section 6.03. Deposits and Accounts. All funds of the Society shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the
Board of Directors or any committee to which such authority has been delegated by the Board may select, or as may be selected by the Treasurer or by any other officer or officers or agent or agents of the Society, to whom such power may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for that account of the Society, checks, drafts, and other orders of the Society may be endorsed, assigned, and delivered on behalf of the Society by any officer or authorized agent of the Society.
Section 6.04. Investments. The funds of the Society may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Board of Directors in its sole discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code.
Section 6.05. Dividends Prohibited. A dividend may not be paid to, and no part of the income of the Society may be distributed to, the Society’s members, directors, or officers.
ARTICLE VII
BOOKS AND RECORDS
Correct books of account of the activities and transactions of the Society shall be kept at a location designated by the Board of Directors as the office of the Society. These shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board of Directors.
ARTICLE VIII
AMENDMENT OF BYLAWS
These Bylaws may be amended by a majority vote of the membership during a regular meeting, provided prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken, pursuant to Section 2.06.
ARTICLE IX
WINDING UP AND TERMINATION
Section 9.01. Board Resolution on Winding Up. If during the course of business and conduct of affairs the Board of Directors determines that winding up and termination of the Society is in the best interests of the Society and the membership, the Board of Directors shall adopt a resolution to the membership describing the circumstances and events leading to the decision by the Board to recommend termination of the Society.
Section 9.02. Special Meeting on Winding Up. The Board of Directors shall call a special meeting for the specific purpose of presenting to the membership the resolution to wind up the affairs of the Society and terminate the Society.
Section 9.03. Distribution of Assets on Winding Up. If the membership approves the winding up and termination of the Society, all assets of the Society shall be liquidated and shall be distributed to such nonprofit avian education, preservation and conservation organizations as deemed necessary and proper by the Board of Directors.
Section 9.04. Plan for Winding Up. The Board shall develop a plan for liquidation of the Society’s assets and for timely distribution of the assets in accordance with Section 10.03. The Secretary shall file with the Secretary of State and other state or federal agencies all necessary forms and reports as may be required by such agencies and by state or federal statute.
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