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Constitution and Bylaws

BAARS Constitution and Bylaws (As of February 22, 2000)

CONSTITUTION

Article I. Name

Section 1.
The name of the organization is Bay Area Amphibian and Reptile Society," hereafter referred to as the "Society."

Article II. Purpose

Section 1.
To encourage education and dissemination of scientific information through the facilities of the Society.
Section 2.
To encourage conservation of wildlife in general and of amphibians and reptiles in particular.
Section 3.
To achieve closer cooperation and understanding between amateur and professional herpetologists so that they may work together in the common cause of furthering science.

Article III. Bylaws

The Society shall establish bylaws concerning the organization and procedures to be followed.

Article IV. General Prohibitions

Notwithstanding any provisions of this Constitution or the Bylaws which might he susceptible to a contrary interpretation:
Section 1.
The Society shall be organized and operated exclusively for scientific and educational purposes;
Section 2.
No part of the net earnings of the Society shall or may under any circumstance inure to the benefit of any Private shareholder or individual;
Section 3.
No substantial part of the activities of the Society shall consist of carrying on propaganda, or otherwise attempting to influence legislation;
Section 4.
The Society shall not participate in, or intervene in (including the publishing of or distribution of statements), any political campaign on behalf of any candidate for public office;
Section 5.
The Society shall not be organized or operated for profit;
Section 6.
The Society shall not:
a. lend any part of its income or corpus, without the receipt of adequate security and a reasonable rate of interest;

b. pay any compensation, in excess of a reasonable allowance for salaries or compensation for personal services actually rendered;

c. make any part of its services available on a preferential basis;

d. make any purchase of securities or any other property for more than adequate consideration in money or money's worth from;

e. sell any securities or other properties for less than adequate consideration in money or moneys worth;

f. engage in any other transactions which result in a substantial diversion of its income or corpus to any officer, member of the Board of Directors, or substantial contributor to the organization;

g. extend an endorsement or stamp of approval to any commercial concert.

The prohibitions contained in this sub-section 6 do not mean to imply that the organization may make such loans, payments, or sales to, or purchases from, anyone else unless such authority be given or implied by other provisions of this Constitution or Bylaws.

Article V. Distribution on Dissolution

Upon dissolution of the Society, the Board of Directors shall distribute the assets and accrued income to one or more organizations as determined by the Board, which organization or organizations shall meet the limitations prescribed in sub-sections 1 to 6 inclusive of Article IV, immediately preceding.

BYLAWS

Article 1. Members

Section 1.
Membership shall be open to all persons who shall make formal application to the Membership Secretary and pay the prescribed dues.
Section 2.
The Board of Directors shall have the right to refuse any new member or to terminate the membership of an existing member for cause and without prior notice. However, a terminated person may appeal to the general meeting of the Society.

Article II. The Officers

Section 1.
The officers of the Society shall be of three kinds: elective, appointive, and the immediate past president
a. The elected officers shall be President, Vice President, Secretary, Membership Secretary, Treasurer, and no less than three, no more than eight Members-at-Large.

b. The appointed officers shall include a Newsletter Editor(s), Publicity Chairperson, Show Director, Librarian and no more than three voting members to be determined by the Board.

[Note: Currently one of the 3 additional positions is held by the Webmaster. The Webmaster manages the BAARS.org domain and keeps the BAARS website updated.]

Section 2.
No one individual may hold more than two offices concurrently and no Board member can exercise more than one vote.
Section 3.
The terms of office for all elected officers shall be for one year.
Section 4.
The duties of the elective officers shall be as follows:
a. The President shall preside at meetings of the Society and its Board of Directors, shall be nominal head of the Society, shall rule on questions of procedures that may arise, shall appoint standing and ad hoc committees at his or her discretion, and shall organize guest speakers at general meetings.

b. The Vice-President shall fulfill duties of the President when the latter is absent and shall also assume the presidency should that office become vacant during a term.

c. The Secretary shall maintain the records of the Society and its Board of Directors, shall notify the membership of the Society of pertinent business, shall be responsible for all general correspondence of the Society and shall take and later distribute minutes of each Board meeting to Board members, present or not.

d. The Membership Secretary shall maintain the membership records of the Society, shall keep the official record of the Society's membership, shall cause to he distributed to the current members a membership roster at least once a year, and shall provide the newsletter editor(s) with any changes in the membership via membership mailing labels.

e. The Treasurer shall keep current records and accounts of the Society including all monies received and disbursed, shall collect the annual dues and maintain the current record of membership dues collected and owed, and shall be responsible for all financial reports required by the business of the Society.

f. The Members at Large shall serve as members of the Board and shall perform other duties at the discretion of the president.

g. The Immediate Past President shall serve as a member of the Board.

Section 5.
All records and implements of office shall be turned over by any officer to his or her successor immediately subsequent to the latter's assumption of the office.
Section 6.
The duties of the appointed officers shall be as follows:
a. The Editor/Co-Editor of the Society newsletter shall be responsible for all phases of its publication. Inasmuch as the newsletter is the principle mechanism for written communication to the membership, the Editor/Co-Editor is obligated to publish all communications of the Society and its Board on a first priority basis, and to include, as space permits, other items consonant with the stated objectives of the Society. He/She shall report annually to the Board to whom he/she is ultimately responsible.

b. The Publicity Chairperson shall be the representative of the Society, acting as a spokesperson between the Society and shopping centers, schools, libraries, nature centers, etc., for the purpose of doing shows and/or demonstrations by the Society. He/She shall keep in touch via announcements and letters with television and radio stations for the purpose of publicizing and informing the general public about the Society. He/She shall coordinate the distribution of hand out flyers to the community at veterinarians offices, pet shops, libraries, schools, etc.

c. The Show Director shall be responsible for the organizing and coordinating of the Society's shows, presentations and demonstrations. He/She shall contact the show's sponsor, informing him/her of our insurance, and guidelines as well as procedures regarding the location, number of participants, animals involved, and all the details regarding requirements necessary to organize a successful show such as booths, tables, chairs, electrical outlets, cords, availability of water, etc. He/She shall provide all participants of shows with the Society's guidelines for said show and any information deemed necessary for the success of a show.

d. The Librarian shall be responsible for the storage, upkeep, organization of and records of all materials that belong to the Society's library, such as the following: herpetologically related articles, periodicals, newsletters, books, slides, care sheets, over-heads, photographs, videos and any educational or scientific materials concerning reptiles and/or amphibians. He/She shall also make such materials available to the Society for check-out upon request, keeping records as to which materials have been checked out, by whom and when they are due. The Librarian shall also follow up if such materials which have not been returned to the library after appropriate notice has been given.

Article III. The Board of Directors

Section 1.
The Board of Directors shall consist of all elective and appointive positions, plus immediate past president.
Section 2.
The Board shall be empowered to manage the affairs of the Society and to designate all appointive officers for terms of one year.
Section 3.
The Board shall fill any vacancy occurring among theofficers, except that of President, by an appointment for the unexpired term.

Article IV. Elections of Officers and Directors

Section 1.
The nomination of the officers of the Society will be made by the membership of the Society.
Section 2.
The election of the officers of the Society will take place at one designated meeting of the general membership, the election of the officers will be decided by a simple majority of the members present.
Section 3.
The results of the election shall be communicated to the membership by the Secretary via the Newsletter.
Section 4.
The Secretary shall inform the elected candidates of their election. Newly elected persons take office on the first of January of the year following the election

Article V. Meetings

Section 1.
The Society shall hold eleven general meetings annually at a time and place set by the Board of Doctors, except when it is contrary to the national interest.
Section 2.
The membership shall be informed in writing of the time and place of the general meeting not later than one week prior to the opening of the meeting.
Section 3.
One-tenth of the membership shall constitute a quorum of the Society at any meeting.
Section 4.
Special meetings may be called by vote of a majority of the Board of Directors, or on petition of a quorum of the membership. The time and place of such special meetings must be announced to the membership in writing at least one week prior to the meeting.

Article VI. Meetings of the Board of Directors

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Section 1.
The Board of Directors shall meet at least once a year on the occasion of a general meeting of the Society.
Section 2.
Any meetings of the Board of Directors shall be open to attendance by interested members of the Society, unless the Board moves for Executive Session.
Section 3.
Seven Members of the Board of Directors shall constitute a quorum.
Section 4.
A majority of those present and voting shall be or necessary to pass any motion.
Section 5.
Special meeting of the Board of Directors may be called by the President or by a majority of the Board.

Article VII. Dues

Section 1.
The Board of Directors shall be authorized to establish such dues as are compatible with the financial status of the Society.
Section 2.
A member in arrears for payment of dues for a period of one month after conclusion of the current membership year shall be dropped from the roll after due notice from the Membership Secretary.

Article VIII. Fiscal year

Section 1.
The fiscal year of the Society shall embrace the period from January 1 of any year through December 31 of the same year.

Article IX. Amendment of Bylaws

Section 1.
Amendments may be proposed by the Board of Directors or by petition to the Secretary by ten or more members of the Society.
Section 2.
Proposed amendments must be submitted in writing to the Secretary.
Section 3.
Such amendments shall then be submitted in writing by the Secretary to the Newsletter Editor to be published in the next available newsletter. They shall be discussed at the following meeting.
Section 4.
Within one month after the meeting, the Secretary shall send a ballot on amendments to the entire membership. To be valid, the marked ballots shall be returned to the Secretary within a three week period of the date printed on the ballot
Section 5.
To be approved, an amendment must receive a positive vote by two-thirds of those voting.
Section 6.
Any adopted amendments shall become an integral part of the Bylaws and the Secretary shall be instructed to add them to copies of the Bylaws and to distribute the amended Bylaws to the members of the Board of Directors and to other interested members of the Society.
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