By-laws
Benzie Audubon Club

(As revised July 12, 2007)

Article I. Name

The name of this Michigan nonprofit corporation is The Benzie Audubon Club (the “Club”).

Article II. Purpose

The purposes for which the Club is organized are as follows:

1. The Club, a chapter of the Michigan Audubon Society, has as its primary objective the promotion of interest, knowledge and appreciation of the abundant flora and fauna of Northern Michigan. The Club will support activities whose goals are to protect and preserve the natural environment of the region.

2. The Club is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

3. The Club shall do such things and perform such acts as are not forbidden by Section 501(c)(3) of the Internal Revenue Code, with all the powers conferred on nonprofit corporations by the laws of the State of Michigan, including all powers with respect to the investment of funds.

Article III. Membership

This Club is organized on a membership basis. All persons subscribing to the purposes of the Club shall be eligible for membership. Membership shall be obtained through the payment of annual dues as determined by the Board of Directors. Membership shall expire if dues remain unpaid for six (6) months following their expiration date.

Article IV. Board of Directors

1. The business and affairs of the Club shall be managed by its Board of Directors. The Directors shall be chosen from the members, and the Board shall be composed of the Club's officers (President, Vice President, Secretary, Treasurer, Program Chair, Field Trip Chair, Publicity Chair, Membership Chair, Mini-Grant Chair and Conservation Chair).

2. Candidates for the Board shall be presented by the Nominating Committee at the Annual Meeting of the Club. Following the presentation, the Committee will ask for nominations from the floor.

3. A majority vote of members present shall be necessary for election.

4. Members elected to the Board of Directors at the Annual Meeting shall assume office at the close of that meeting. Each Director shall hold office for the term for which the Director was elected or appointed and until a successor shall have been elected and qualified (or until the Director's resignation or removal).

5. Directors shall be elected for two-year terms, and half of the Directors will be elected each year: The President, Secretary, Program Chair, Publicity Chair and Mini-Grant Chair shall be elected in even years; the Vice President, Treasurer, Field Trip Chair, Membership Chair and Conservation Chair shall be elected in odd years.

6. Any vacancy that occurs on the Board may be filled by the Board until the next Annual Meeting. Such appointment shall be subject to approval of the general membership at the next regular meeting of the Club.

7. The Board shall hold such meetings as it deems necessary, at times and places determined by the Board. Board meetings shall be open to all Club members.

8. Action may be taken by the Board or a committee thereof without a meeting, provided such action is with the consent of all members of the Board or of the committee. Thus, action may be taken by the Board or a committee thereof by written resolution following telephonic, electronic or written communication and vote.

9. Four members of the Board shall constitute a quorum at meetings of the Board. Motions made at Board meetings may be passed or rejected by a simple majority of those voting, provided a quorum is present.

10. Notice for any special meeting of the Board must be provided to the Directors at least three (3) days prior to the meeting.

Article V. Officers

1. The officers shall consist of the President, Vice President, Secretary, Treasurer, Program Chair, Field Trip Chair, Publicity Chair, Membership Chair, Mini-Grant Chair and Conservation Chair. The Board of Directors may also appoint such other officers or agents as the Board deems necessary. Officers shall hold office for the term for which they were elected or appointed and until their resignation or removal. Two or more offices may be held by the same person, but an officer shall not sign an instrument in more than one capacity if the instrument is required to be signed by two or more officers.

2. Any vacancy in any office because of death, resignation, removal, disqualification or any other reason may be filled by the Board for the unexpired portion of the term, subject to ratification at the next regular meeting of the Club.

3. The President shall be the Chief Executive Officer and shall preside at all meetings of the Club and of the Board of Directors. The President shall exercise general supervision over the interests and welfare of the Club and shall appoint committee chairs as needed, subject to the Board's approval.

4. The Vice President in the absence or during the incapacity of the President shall preside at meetings and otherwise act in the President's role. The Vice President also shall accept such other responsibility as may be agreed upon by the Vice President and the President.

5. The Secretary shall attend all meetings of the Club and of the Board and shall keep minutes of all such meetings in a corporate record book. The Secretary shall see that all notices are duly given in accordance with these Bylaws and as required by law, shall provide copies of minutes in a timely fashion to the Board, shall appoint a substitute secretary when the Secretary cannot perform these duties, and shall perform other such duties as may be assigned by the President and the Board.

6. The Treasurer shall have custody of all corporate funds and shall keep in books belonging to the Club full and accurate accounts of all receipts and disbursements. The Treasurer shall deposit all monies and other valuables in the name of the Club in such depository as may be designated by the Board, shall provide an annual report to the membership at the Annual Meeting, and shall perform such other duties as may be assigned by the President or the Board.

7. The Program Chair shall appoint and chair a Program Committee that shall be responsible, subject to Board approval, for all general membership programs (indoor meetings) of the Club.

8. The Field Trip Chair shall appoint and chair a Field Trip Committee that shall be responsible, subject to Board approval, for all field trips of the Club.

9. The Publicity Chair shall, alone or with a Publicity Committee, be responsible for publicizing all Club programs, field trips and other activities.

10. The Membership Chair shall be responsible for receiving and processing membership applications, maintaining Club membership records, and preparing an annual membership directory.

11. The Mini-Grant Chair shall chair a Mini-Grant Committee responsible for administering the Club's Mini-Grant Program.

12. The Conservation Chair shall keep the Board and the Club informed of proposed actions or activities that the Chair believes would either further the Club's goal of preserving the natural environment or, on the other hand, would pose a threat to our natural environment, recommending such action on behalf of the Club as the Chair deems appropriate and consistent with the Club's Articles of Incorporation and Bylaws.

Article VI. Committees

1. The President shall appoint such committees as deemed necessary, subject to the Board's approval. Committees shall serve until their assignments are accomplished or abandoned.

2. The Nominating Committee shall be composed of three Club members appointed by Board, at least one of whom shall be a current Board member. Insofar as possible, the Nominating Committee shall nominate one candidate for each position to be filled and shall report such nominations at the Annual Meeting.

Article VII. Meetings

1. There shall be quarterly program meetings during the year with such additional meetings and field trips as decided by the Board.

2. The Annual Meeting of the Club shall be at a time and place determined by the Board. Annual reports shall be presented at this meeting by the President, Treasurer and any other officer or committee chair with a report to give. The Nominating Committee shall give its report, nominations (if any) shall be taken from the floor, and new officers and other Board members shall be elected. Notice of this meeting shall be given to members at least 20 days prior to the meeting date.

3. A quorum at any meeting of the Club shall consist of the members present. Except where otherwise prescribed in these bylaws, decisions shall be made by majority vote.

4. Notice for any special meeting of the Club must be provided in writing to the membership at least seven (7) days in advance of the meeting.

Article VIII. Removal From Office

An officer or other Board member may be removed from office by a three-fourths vote of the Board.

Article IX. Fiscal Year

The fiscal year of this organization shall be from October 1 to September 30 unless otherwise determined by the Board.

Article X. Liability

1. Exculpation. No director or officer of the club shall be liable for acts or defaults of any other director or officer or for any loss sustained by the Club or any member thereof, unless the same has resulted from his or her own willful misconduct or gross negligence.

2. Neither this Club nor its officers or board shall enter into any commitments binding on the Michigan Audubon Society without written authorization from the latter. In like manner MAS shall make no commitments binding on this Club without this Club's written consent.

Article XI. Amendments

1. These Bylaws may be amended by a two-thirds vote of the members attending a regularly scheduled meeting of the Club, provided that the proposed amendment(s) shall have been submitted in writing to each member at least ten (10) days before the vote.

2. Amendments may be proposed by the Board or by written petition of at least 25% of the general membership.

Article XII. Dissolution or Merger

1. The Club may be dissolved or merged with another Audubon Club from an adjacent geographical area by a two-thirds vote of the members present at any special meeting of the Club called for that purpose. Before any vote to merge, authorization to do so shall first be obtained from both the club with which the merger would take place and the Michigan Audubon Society.

2. Should this club merge with another chapter of MAS, all the monies and other assets of the Club shall, at the time of the merger, become the assets of the chapter with which this Club has merged.

3. This Club reserves its right to terminate its MAS chapter status on six months' written notice to the MAS chairman, with reasons for the termination. In like manner, MAS reserves the right to terminate this Club's status as a MAS chapter on six months' notice given in writing to the Club President stating reasons for termination. In the event that this Club becomes inoperable or dissolves, the termination shall be effective as of the date the Club was no longer functioning.

4. This chapter is not organized, nor shall it be operated for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits or dividends to the members thereof, or to any private group or individual. The property, assets, profits, and net income of this Club are irrevocably dedicated to charitable purposes and no part of the property, assets, profits or net income of this Club shall ever inure to the benefit of any director, officer or member or to the benefit of any private group or individual.

5 Upon the dissolution of the Club, after paying or making provisions for the payment of the liabilities of the Club, all assets of the Club (except assets held upon condition requiring return, transfer or other conveyance in the event of dissolution, which assets shall be returned, transferred or conveyed in accordance with those requirements) shall be donated to the Michigan Audubon Society or its successor, provided that the MAS or its successor are exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or if the MAS or its successor is unwilling or unable to accept said donation, to such other organization exempt from federal income tax under Section 501(c)(3) of the Code as the Board of Directors of this Club may designate. Any such assets not so disposed of, for whatever reason, shall be disposed of by order of the Benzie County Circuit Court to such organization or organizations as the Court shall select, provided that none of such assets shall be donated to any organization other than one organized and operated exclusively for charitable purposes as presently set forth in Section 501(c)(3) of the Internal Revenue Code.