At our December meeting and holiday party on Wednesday, December 13th, 2023, we will ask membership to vote on revised Bylaws for our organization. The Bylaws which currently govern our organization have not been revised since 1992 and the Board of Directors believes they are in need of significant updated and modernization. The proposed Bylaws showing the redlined changes drafted on 11/8/2023 can be reviewed by clicking here.
A summary of changes is provided below.
The Board recommends approval of these changes. Per our current Bylaws we require a quorum of at least 20 members in good standing to vote on the proposed Bylaws amendments, with a 2/3rd majority to approve the changes. If you cannot make the meeting on December 13th, 6 pm, at the Norfolk's St. Paul's Episcopal Church, 201 St Paul Blvd., we ask that you please vote on the proposed changes by proxy. A proxy statement has been prepared and can be submitted by clicking here.
We thank you for helping us update our Bylaws.
President, Cape Henry Audubon Society
SUMMARY OF CHANGES
ARTICLE 1, MEMBERSHIP
Streamline the membership categories to include National Members, i.e. those who become members through the National Society, and Chapter Members, i.e. those who become local members of this Society and make a minimum contribution to this Society. Minimum contribution or dues for Chapter Membership will be set by this Society’s Board.
ARTICLE 2, MEETINGS
Set minimum notice for meetings to 10 days, maximum to 60 days, and set quorum to 12 members, rather than 20 members.
ARTICLE 3, OFFICERS
Clarify that the immediate past President (ex officio) shall be an advisory member of the Board. Clarify the role of the Secretary and Treasurer. Update the budget schedule so that the proposed budget be presented in preliminary form at the May meeting of the Board and for final action at the last June meeting of the Board before the start of the new fiscal year.
ARTICLE 4, BOARD OF DIRECTORS
Update that the voting members of the Board will be the 4 elected Officers (President, Vice President, Secretary, Treasurer), 4 elected At-Large Directors, and the appointed Chair of the Weyanoke Sanctuary Commitee. At-Large Directors and Officers may serve as Standing Committee Chairs. Other Standing Committee Chairs are advisory, non-voting members of the Board. Remove the two-term limit for the President. Add that, with certain conditions, if the voting members of the Board consent in writing, including by e-mail, to any action required or permitted to be taken by the Board, the action shall be as valid as though it had been authorized at a meeting of the Board.
ARTICLE 5 NOMINATING COMMITTEE
Change that the Nominating Committee shall be appointed by the Board rather than partially elected by the Membership.
ARTICLE 6, OTHER COMMITTEES
Streamlines the line up various committees, including eliminating committees for Circulation, Merchandising, Rare Bird Alerts, and Wildflower Preservation at the Weyanoke Sanctuary. Keeps the following committees: Membership and Outreach, Program (for arranging speakers at meetings), Conservation, Education, Newsletter, Public Information (including website and social media), Field Trips, Birdathon, Weyanoke Sanctuary, and Hospitality. Note that the Weyanoke Sanctuary shall publish a newsletter for the Weyanoke Sanctuary quarterly or as needed.