ByLaws

Articles

ARTICLE I
Membership Meetings

Section 1. 

The annual meeting of the membership shall be held in September, October or November of each year. Officers will be elected at the meeting to serve a one year term from January through December or until their successor is elected.

Section 2.

Special meetings of the membership may be called by the Executive Committee.

Section 3.

The calls and notice of the membership meetings shall be in writing stating the place, date and time. Notices shall be sent to all members at least fifteen (15) days prior to the meeting and not more that fifty (50) days prior to the meeting by the direction of the Secretary or the officers calling the meeting. In the case of a special meeting the purpose of the meeting will also be stated in the notice. If the notice is mailed, the notice shall be deemed to be delivered when it is deposited in the United States mail addressed to the member at the address as it appears on the records of the Society, with postage prepaid.

Section 4.

The President, if present, shall preside at all meetings.  In the President’s absence the Vice President shall preside and in the absence of both the President and Vice President the Secretary shall preside. 

Section 5.

Each member (as stipulated in Section VII) shall be entitled to cast one vote on all matters voted on.  Associate, honorary, and youth members are not entitled to vote.

Section 6.

All information and/or irregularities in calls, notices of meetings, voting and method of ascertaining those eligible to vote shall be deemed waived if no objection is made at the meeting.

ARTICLE  II
Board of Directors and Officers

Section 1. 

The officers and members of the Board of Directors shall be elected at the annual meeting.  Nominations for the officers and directors shall be in writing, signed by a member and submitted to the Board of Directors not less than thirty (30) days prior to the annual meeting.  The president will appoint a nominating committee at the first Board of Directors meeting after January 1st each year.  The immediate past president will be the chairman of the committee unless unavailable.  This committee will present its recommendations for officers and directors to the Board of Directors not less that forty five (45) days prior to the annual meeting.  Associate, youth, and honorary members are not entitled to be officer or directors.

Section 2.

The Board of Directors shall have the power to fill any vacancies in the Board of Directors and in the officers.  The Board of Directors has the power to elect and appoint such officers, agents and committees as it deems necessary to effectuate the purpose of this Society and to authorize, confer and prescribe powers and duties as it deems necessary.

Section 3.

The Board of Directors shall have the power to fill any vacancies in the Board of Directors and in the officers.  The Board of Directors has the power to elect and appoint such officers, agents and committees as it deems necessary to effectuate the purpose of this Society and to authorize, confer and prescribe powers and duties as it deems necessary.
A two-thirds vote of the complete voting Board of Directors is required to remove any officer or director from office.

Section 4.

The Board of Directors shall consist of Fourteen (14) members in good standing in the Society.  The Board of Directors shall be composed of the executive committee (President, Vice President, Secretary, Treasurer and immediate Past President), eight (8) directors at large and the spokesman for the Board of Governors.  A majority of the Board of Directors (8 or more) must be present to conduct business.  A majority of those present shall constitute a quorum.  Meetings of the Board of Directors shall be held monthly unless by action of the Board of Directors a meeting is cancelled or postponed.

The past Presidents, except the immediate past President, shall be known as the Board of Governors.  At any meeting of the Board of Directors, the Board of Governors shall select one of their members to be their spokesman.  He shall act as a director and have one vote.

Section 5.

Directors shall serve for a term of two (2) years and the terms shall be staggered so four (4) directors are elected each year.  

Section 6.

It is the duty of the individual members of the Board of Directors to attend all meetings.

Section 7.

It is the duty of the Board of Directors to formulate for the approval of the membership all policies of the Society and approve payment of all bills of the Society.  It shall also be the duty of the Board of Directors to represent the Society in all matters before the public except in cases where authority has been delegated to a committee or an individual appointed for this purpose.

Section 8.

The Board of Directors may engage an individual or firm to perform, for the time period specified by the Board, any of the following activities relating to the financial statements of the Society: a) compilation; b) review; c) audit for the purpose of rendering an opinion; or, d) special procedures as determined by the Board.

ARTICLE  II
Board of Directors and Officers

Section 1. 

The officers and members of the Board of Directors shall be elected at the annual meeting.  Nominations for the officers and directors shall be in writing, signed by a member and submitted to the Board of Directors not less than thirty (30) days prior to the annual meeting.  The president will appoint a nominating committee at the first Board of Directors meeting after January 1st each year.  The immediate past president will be the chairman of the committee unless unavailable.  This committee will present its recommendations for officers and directors to the Board of Directors not less that forty five (45) days prior to the annual meeting.  Associate, youth, and honorary members are not entitled to be officer or directors.

Section 2.

The Board of Directors shall have the power to fill any vacancies in the Board of Directors and in the officers.  The Board of Directors has the power to elect and appoint such officers, agents and committees as it deems necessary to effectuate the purpose of this Society and to authorize, confer and prescribe powers and duties as it deems necessary.

Section 3.

The Board of Directors shall have the power to fill any vacancies in the Board of Directors and in the officers.  The Board of Directors has the power to elect and appoint such officers, agents and committees as it deems necessary to effectuate the purpose of this Society and to authorize, confer and prescribe powers and duties as it deems necessary.
A two-thirds vote of the complete voting Board of Directors is required to remove any officer or director from office.

Section 4.

The Board of Directors shall consist of Fourteen (14) members in good standing in the Society.  The Board of Directors shall be composed of the executive committee (President, Vice President, Secretary, Treasurer and immediate Past President), eight (8) directors at large and the spokesman for the Board of Governors.  A majority of the Board of Directors (8 or more) must be present to conduct business.  A majority of those present shall constitute a quorum.  Meetings of the Board of Directors shall be held monthly unless by action of the Board of Directors a meeting is cancelled or postponed.

The past Presidents, except the immediate past President, shall be known as the Board of Governors.  At any meeting of the Board of Directors, the Board of Governors shall select one of their members to be their spokesman.  He shall act as a director and have one vote.

Section 5.

Directors shall serve for a term of two (2) years and the terms shall be staggered so four (4) directors are elected each year.  

Section 6.

It is the duty of the individual members of the Board of Directors to attend all meetings.

Section 7.

It is the duty of the Board of Directors to formulate for the approval of the membership all policies of the Society and approve payment of all bills of the Society.  It shall also be the duty of the Board of Directors to represent the Society in all matters before the public except in cases where authority has been delegated to a committee or an individual appointed for this purpose.

Section 8.

The Board of Directors may engage an individual or firm to perform, for the time period specified by the Board, any of the following activities relating to the financial statements of the Society: a) compilation; b) review; c) audit for the purpose of rendering an opinion; or, d) special procedures as determined by the Board.

ARTICLE  III
Officer Duties

Section 1. 

The President shall preside at all Society meetings and serve as chairman of the Board of Directors.   The President shall direct the activities of the Society within these Bylaws and shall serve as chief executive officer of the Society.  The president shall appoint, subject to the approval of the Board of Directors, all committee chairmen and shall fill vacancies in any chairmanships in the same manner.

Section 2.

The Vice President shall serve as the presiding officer in the absence of the President at all Society meetings.   The Vice President shall assist the President as necessary in the performance of his duties. 

Section 3.

The Secretary shall keep a true and accurate record of all proceedings during business meetings of the Society.

Section 4.

The Treasurer shall keep an accounting of the monies received and disbursed by the Society, and will ensure that the Society’s taxes are reviewed and filed in a timely manner.  The Treasurer will disburse Society funds in payment of bills or debts of the Society. The Treasurer will also serve as a member of the Finance Committee.  In the temporary absence of the Treasurer, a person approved by the Board of Directors who is or will be authorized to sign Society checks, will be appointed to perform the Treasurer’s duties.

ARTICLE  IV
Executive Committee

The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer and immediate Past President. 

ARTICLE  V
Seal

The Board of Directors may approve a seal for the Society.  The seal shall be in the form of a circle, shall have inscribed on it the name of the Society, the State and the year of incorporation and the words “corporate seal.”

ARTICLE  VI
Amendments to Bylaws

These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the members present at any membership meeting, if at least fifteen (15) days written notice is given of the intention to alter, amend or repeal and adopt new bylaws.  The bylaws may be amended by a unanimous vote of the entire voting members of the Board of Directors at any regularly scheduled board meeting, provided the proposed amendment(s) was (were) proposed at the previous regularly scheduled board meeting.  In this instance, proxy voting is permitted, provided the person granting his proxy specifies in writing to whom the proxy is given, and how the proxy holder must cast the proxy’s vote on the bylaws amendments.

ARTICLE  VII
Membership Requirements

Section 1. 

Any person is eligible for Regular Membership in this Society upon payment of annual dues.  A Regular Member shall have the privilege of voting at membership meetings and shall be eligible to hold office in the Society.

Section 2.

Any person under the age of 18 years and a full-time student under the age of 22 years is eligible for a Youth Membership in this Society.  A Youth Member shall not have the privilege of voting at meetings and shall not be eligible to hold office in the Society.

Section 3.

Any person of the age of 65 years or greater is eligible for Senior Membership in this Society.  A Senior Member shall have the privilege of voting at membership meetings and shall be eligible to hold office in the Society.

Section 4.

Any person is eligible for Sustaining Membership in this Society upon payment of annual dues as set by the Board of Directors.  A Sustaining Member shall have all the rights and privileges of Regular Members. 

Section 5.

Any person is eligible for Life Membership in this Society upon payment of the Life Membership dues as set forth by the Board of Directors. Life Membership dues may be payable with a one-time payment, or may be paid in installments as set forth by the Board of Directors. A Life Member shall have all the rights and privileges of Regular Members.

 

Any person is eligible for a Sine Aqua Mortis Life Membership in this Society upon payment of the Sine Aqua Mortis Life Membership fee, or upon payment of an additional fee as set forth by the Board of Directors if he/she is already a Life Member. A Sine Aqua Mortis Life member shall have all the rights and privileges of a Life Member.

Section 6.

Any reputable firm or organization recommended by the Membership Committee and approved by the Board of Directors is eligible for Associate Membership in this Society upon payment of annual dues.  Associate member shall have a voice at meetings when recognized by the chairman, but shall not have the privilege of voting.

Section 7.

Any person who performed a particular service for the Society or in some way has done a particular or meritorious service for the Desert or Rocky Mountain Bighorn Sheep in Arizona is eligible for Honorary Membership in this Society.  Honorary Membership shall be awarded by the unanimous approval of the Board of Directors present at the meeting and voting which shall determine the duration of each such membership.  Honorary Members shall not have the privilege of voting at membership meetings and shall not be eligible to hold office in the Society.

Section 8.

Any member of this Society may be expelled by a two-thirds vote of the members present and voting at any annual meeting or by a unanimous vote of the Board of Directors present and voting at any regularly scheduled board meeting.

Section 9.

Any Family Unit is eligible for a Family Membership in this Society upon payment of annual dues as set forth by the Board of Directors. A Family Membership shall entitle the Family Unit with the privilege of one vote at any membership meetings, but only one adult member of the Family Unit would be eligible to hold office in the Society at any given time. A Family Unit would be considered members of the same household, either one or two adults, and any dependent children residing with them, under the age of 18, or full time students under the age of 22.

Section 10.

Any reputable firm or organization is eligible for outfitter/corporate membership in this Society upon payment of annual dues as set by the board of directors.  An outfitter/corporate member shall have all the rights and privileges of a regular member. 

ARTICLE  VIII
Rules of Order

Robert’s Rules of Order shall govern the conduct of all meetings except as they conflict with these bylaws.

ARTICLE  IX
Committees

Section 1. 

There shall be eight (8) standing committees.  The committees shall be:  Programs, Publicity, Legislative, Merchandise, Habitat Projects, Membership, Ram’s Horn, and Grants and Funding.

Section 2.

The purpose and duties of the standing committees shall be:

The Programs Committee shall be responsible for the detailed planning of all regular and special membership meetings.

The Publicity Committee shall be responsible for the promotion of the Society and the fostering of good relationships. 

The Legislative Committee shall be the liaison with all governing bodies which have the power to set rules and/or regulations affecting the purposes and objectives of this Society.

The Merchandise Committee shall be responsible for acquisition, inventory, and selling of Society merchandise.  

The Habitat Projects Committee shall be the liaison with the agencies involved in habitat projects. 

The Membership Committee shall be responsible for bringing in all interested people, devising programs and activities to recruit and retain members, and ensuring that a list of members by type is retained and updated as necessary.

The Ram’s Horn Committee shall be responsible for gathering material, preparing copy for publication and insuring distribution of the Ram’s Horn. 

The Grants and Funding Committee shall, upon request by the Board of Directors, review requests by outside agencies or entities for grants or funding.  The committee shall make recommendations to the Board of Directors regarding such requests. The Vice President shall serve as chair of this committee each year.  

The Finance Committee shall be responsible for overseeing the Society’s investment strategy and financial health. The Treasurer shall be a member of the Finance Committee.

Section 3.

The President shall be an ex officio member of all committees.

Section 4.

The President shall insure that each committee chairman maintains a current description of duties and responsibilities and records so that the incoming chairman will understand the current requirements and responsibilities of the committee.  The outgoing chairman will personally turn over all materials and brief the incoming chairman on all on-going activities.

ARTICLE  X
Historian

Section 1. 

There may be appointed by the President and approved by the Board of Directors an Historian whose duties will be to maintain the Library and important documents concerning the ADBSS, Desert Bighorn Sheep and Rocky Mountain Sheep in Arizona.  All documents shall be maintained and deposited annually in a place directed by the Board of Directors.  As of the date of these bylaws, the archives of the Arizona Desert Bighorn Sheep Society are lodged with the Arizona State University library in Tempe, Arizona.

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