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By-Laws of Alabama Taxidermy Association, Inc.
By-Law One Name and Office The name of the Corporation shall be the Alabama Taxidermy Association, Inc.
By-Law Two Board of Directors 1. Powers. The affairs of the Corporation shall be managed by its Board of Directors which will consist of the three (3) Officers and five (5) Directors. 2. Number of Directors. The number of Directors constituting the initial Board of Directors shall be eight (8). The number of Directors may be increased or decreased from time to time by amendment to the Articles of Incorporation; provided, however that the number of Directors shall not be decreased to less than three (3). 3. Qualifications. Each Director need not be a resident of the State of Alabama, but shall be a member of this Corporation in good standing for a minimum of one (1) year and a member of the National Taxidermy Association. 4. Term of Directors. The Directors constituting the initial Board of Directors will hold office until the first election of Directors. Thereafter, the Directors will be elected for two (2) year terms. 5. Election of Directors. Directors and Officers will be elected for two year terms by secret mailed ballot after nomination from the members under a nominating and voting procedure established by the Board of Directors. 6. Removal of Directors. A Director may be removed from office by a two-thirds vote of the members present at any regularly scheduled meeting of members or one called for that special purpose when such action will serve the best interests of this Corporation. 7. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by a majority vote of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. 8. Increase or Decrease in Directors. Any increase or decrease in the number of Directors serving on the Board of Directors will be accomplished by amending the Articles of Incorporation in the manner provided by law. In the event the number of Directors is increased, the amendment increasing the number of Directors shall provide for the lenght of the term of office for such Directors. Directors will be elected to office after an increase of Directors in the same manner as the filling of vacancies. 9. Place of Directors' Meetings. Meetings of the Board of Directors, regular or special, will be held as such place or places as the Board of Directors may designate by resolution duly adopted. 10. Special Meetings. Special meetings of the Board of Directors may be called by the President or the majority of the Board of Directors if the President fails or refuses to call a meeting. The person or persons authorized to call special meetings of the Board may fix the time and place for holding the special meeting of the Board called by them. 11. Notice of Special Directors' Meeting. Written of printed notice stating the place, day, and hour of any special meeting of the Board of Directors will be delivered to each Director not less that four days before the date of the meeting, either personally or by first class mail, by or at the direction of the President, or the Secretary/Treasury, or the Directors calling the meeting. If mailed, such notice will be deemed to be delivered when deposited in the United States mail by first class mail addressed to the Director at his address as it appears on the records of this Corporation, with postage prepaid. The notice must state the business to be transacted at such meeting. Attendance of a Director at any meeting of the Board of Directors will constitute a waiver of notice of such meeting except where such Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. 12. Action of Directors without a meeting. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting, if consent be given by all of the Directors. 13. Quorum for Transaction of Business. Five members of the whole Board of Directors shall constitute a quorum for the transaction of business. The act of a majority of the Directors at which a quorum votes shall become the official act of the Board of Directors unless a greater number is otherwise required. 14. Committees. The Board of Directors shall have the power to create or terminate committees. Any committees so created may be created for a specified duration or for any uncertain period. The committees shall have such power as the Board of Directors may give such committees. The power of committees shall be stated in the resolution that creates said committees. 15. Compensation. Directors as such shall not receive any stated salaries for their services, buy by resolution of the Board of Directors, the expenses of attendance, if any, may be allowed for attendance at such regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director for serving the Corporation in any other capacity and receiving compensation therefore. By-Law Three Officers 1. Composition. The officers of this Corporation shall consists of a President, Vice President, and Secretary/Treasurer. Additional officers may be established, as may be deemed by a vote of the members of the Corporation. 2. Method of Selection of Officers. The President, Vice President, and Secretary/Treasurer shall be elected by a vote of the members of the Corporation. 3. Term of Office. The President, Vice President, and Secretary/Treasurer shall serve a term of two (2) years. 4. Election of Officers. a. Officers shall be elected by secret mailed ballot under procedures as established by the Board of Directors. b. An Officer shall be deemed elected if he or she received a majority vote of the membership. c. The officers elected shall assume their respective duties immediately upon their election. d. Any elected officer shall be eligible to succeed him or herself in office or two successive terms. e. Officers cannot be members of the same household. 5. Vacancies. A vacancy in any elected office shall be filled by an election at the next meeting of the membership following the occurrence of such vacancy or upon special vote of the members by secret mailed ballot. Election of officers to fill a vacancy shall be in the same manner as the election of officers. The term of office for any fficer filling such vacancy shall be for the unexpired term of his or her predecessor in office. 6. Removal of Elected Officers. Any elected officer may be removed in the following manner; any ten members may petition the Board for the removal of such officer. Upon receipt of such petition, the Board shall call for a special vote of the membership and two-thirds (2/3) vote of the membership will remove the officer. Such removal will create a vacancy that may be filled as any other. 7. President. The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He/she shall preside at all meetings of the members. He/she may sign, with the Secretary/Treasurer or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by three bylaws or by statute to some other officer or agent of the Corporation: and in general he/she shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time. The President shall not vote at meetings of the Board of Directors except in the case of a tie. 8. Vice President. In the absence of the President, or in the event of their inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all restrictions placed upon the President. The Vice President shall perform such other duties as from time to time may be assigned to them by the President, or by the Board of Directors. 9. Secretary/Treasurer. If required by the Board of Directors, the Secretary/Treasurer shall give a bond for the faithful discharge of their duties in such sum and with such surety or sureties as the Board of Directors shall determine. He/she shall have charged and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all monies in the name of the Corporation in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of By-Law Five (5) of these By-Laws; and in general perform all duties incident as from time to time may be assigned to he/she by the President or Board of Directors.
By-Law Four Members A member shall be defined as a person who is a practicing taxidermist, or one who is interested in a field related to taxidermy. 1. Classes of Members. There shall be two classes of members as follows: A. Individual Membership. The individual membership shall be those individuals who are practicing taxidermist or interested in taxidermy or its related fields. All dues shall be set by the Board of Directors annually. B. Family Membership. The family of an individual member may obtain membership in the Corporation. The "family" of a member shall be defined as those persons who reside in the household of the member or are his/her lawful dependents. The dues of a family membership shall be at least $10.00 per year greater than an individual membership. 2. Rights of Members. Each active member who has paid membership dues shall have the right to one (1) vote on all matters affecting the operations of the Corporation which shall be properly presented for their consideration at duly constituted meetings of the Corporation. Family memberships shall be entitled to a total of two (2) votes. 3. Qualifications of Membership. All members of the Corporation are encouraged to be members of the parent association, the National Taxidermist Association (NTA). 4. Termination of Membership. Any member of the Corporation may be suspended or expelled from said Corporation as a member, for just cause, by a majority vote of the Board of Directors, after an appropriate hearing if requested. 5. Resignation. Any member may resign by filing a written resignation with the Secretary/Treasurer. 6. Transfer of Membership. Membership in this Corporation is not transferable or assignable. 7. Annual Meeting. An annual meeting of the members shall be held each year at a date and time designated by the Board of Directors for the purpose of transacting such business as may come before the members. However, the general membership may determine the time and place of exhibits, conventions, or other meetings and the Board of Directors shall explicitly adhere thereto rescheduling thereof. 8. Regular Meetings. Additional meetings of the members may be held each year. The date and time for such meetings shall be designated by the Board of Directors unless otherwise voted on by the general membership. 9. Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or by a petition signed by one tenth (1/10th) of the active members of the Corporation. 10. Place of Meeting. The Board of Directors may designate any place as the place of meeting for any annual meeting for any special meeting unless the general membership shall otherwise direct. 11. Notice of Meetings of Members. Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which meeting is called, shall be delivered not less that ten (10) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary/Treasurer, or the officers or persons calling the meeting, to each member entitiled to vote at such meeting. If mailed, such notices shall be deemed to be delivered when deposited in the United States mail addressed to the member at their address as it appears on the records of the Corporation with prepaid postage. 12. Quorum for the Transaction of Business. The members holding one fourth (1/4th) of the votes which may be cast at any meeting shall constitute a quorum at such meeting. The vote of a majority of the votes entitled to be cast by members present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by law, the Articles of Incorporation or these By-Laws. If a quorum is not present at any meeting of the members, a majority of the members present may adjourn the meeting from time to time without further notice. Votes at membership meetings shall be cast in person and proxy voting is not allowed. 13. Dues. The Board of Directors may determine from time to time, by resolution duly adopted, what amount, if any, will be charged as membership dues. In the event the collection of dues is authorized, the resolution establishing said dues shall establish the amount of dues, the time of payment, and the penalties, if any, of failing to pay dues. By-Law Five Operations 1. Contracts, Checks, Deposits, and Funds. A. The Board of Directors may authorize any officer or officers, agent, or agents of the Corporation, in addition to any officer or officers so authorized by thes By-Laws, to enter into any contract or execute and deliver any instrument in the name of or on behalf of, the Corporation, and such authority may be general or confined to specific instances. B. All checks, drafts, or money orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officers, agent, or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such detemination bye the Board of Directors, such instrument shall be signed by the Secretary/Treasurer and countersigned by the President of the Corporation. C. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or ther depositories as the Board of Directors may select. 2. Books and Records. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the meetings of members and the meetings of the Board of Directors. Such books and records of account and minutes, in addition to a record giving the names and addresses of the Board of Directors, or copies of such records shall be kept at the registered office. All books and records of the Corporation may be inspected by any Director, or his/her agent or attorney, for the proper purpose at any reasonable time. 3. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January of each year and end on the last day of December in the same year. By-Law Six Waiver of Notices Whenever any notice is required to be given under the provisions of the Laws of Alabama, or under the provisions of the Article of Incorporation, or the By-Laws of the Corporation, a Waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. By-Law Seven Amendment to the By-Laws These By-Laws may be altered, amended, or repealed, and new By-Laws adopted by a majority of the members at a regular or special meeting called for the purpose of amending the said By-Laws. By-Law Eight Prior By-Laws and Articles of Incorporation All prior By-Laws, Articles of Incorporation, or Association, are hereby dissolved and all Resolutions of other actions of the Alabama Taxidermist Association which are in conflict herewith are modified and superceded. IN WITNESS WHEREFORE, The Board of Directors has unanimously ratified and adopted the foregoing as the By-Laws of this Corporation, the the 23rd day of May, 1993. Original signed by David Collins and on file. President Alabama Taxidermist Association, Inc.
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