CHICAGO HERPETOLOGICAL SOCIETY

ARTICLE I. Name

The name of the corporation shall be the Chicago Herpetological Society.

ARTICLE II. Purpose

The purpose of the Society shall be:

• To enhance the education of the members and the general public through the programs of the society;

• To promote the conservation of all wildlife in general and of herpetofauna in particular, whenever and wherever possible;

• To achieve a closer cooperation and understanding between amateur and professional herpetologists, so they may work together for the common cause of science.

ARTICLE III. Membership

Section 1. Membership in the Society shall be open to all persons.

Section 2. Classes of membership, and the attendant rights and privileges of each class, shall be set by the Board of Directors.

ARTICLE IV. Dues

Dues shall be set by the Board of Directors.

ARTICLE V. Officers

The officers of the Society shall be President, Vice-president, Treasurer, Recording Secretary, Membership Secretary, Publications Secretary, Corresponding Secretary, and Sergeant-at-arms. The term of office shall be one year commencing on January 1- following election.

ARTICLE VI. Duties of Officers

Section 1. The President shall be the principal executive officer of the Society and shall see to the general administration of the Society, preside over regular meetings, Board of Directors meetings, and special meetings, and nominate committee chairmen for approval by the Board of Directors. His authority, however, at all times shall be subject to the control and direction of the Board of Directors. He shall have no vote at any meeting or election except to break a tie.

Section 2. The Vice-president shall aid the President in the performance of his duties and shall perform such duties in the President's absence. The Vice-president shall be ex officio member of all committees. Unless directed otherwise by the President, the Vice-president shall serve as program chairman.

Section 3. The Treasurer shall keep accurate accounts of all monies received and disbursed. At each meeting, the Treasurer shall be responsible for presenting a report of the financial status of the Society. The Treasurer shall prepare an annual financial statement for publication as directed by the Board of Directors. The books shall be made available for inspection by members on request. The Treasurer shall be responsible for depositing Society funds in the bank designated by the Board of Directors as they are received by him. The Treasurer shall be responsible for the payment of bills.

Section 4. The Recording Secretary shall record the minutes of all membership and Board of Directors meetings, and shall retain the Society minutes and records.

Section 5. The Membership Secretary shall keep a current file and mailing list of the members and shall be responsible for receiving dues and sending membership cards; he shall turn in funds received and an account of same to the Treasurer.

Section 6. The Publications Secretary shall be responsible for all publications as directed by the President or the Board of Directors. He may act as Editor for any or all publications, or he may appoint editors, subject to the approval of the Board of Directors in either case. Additional staff members may be appointed by the editor(s) as necessary.

Section 7. The Corresponding Secretary shall see to it that the Society conducts all correspondence and mailings in a timely fashion. He shall be responsible for maintaining sufficient quantities of stationery, envelopes and other mailing supplies, including such form letters and other printed matter as are required or a regular basis.

Section 8. TheSergeant-at-arms shall maintain order at the Society meetings, shall be responsible for taking a count of all people who attend the meeting, and shall also be responsible for leaving the meeting hall in good condition.

ARTICLE VII. Board of Directors

Section 1. The Board of Directors shall consist of the President, Vice-president, Treasurer, Recording Secretary, Membership Secretary, Publications Secretary, Corresponding Secretary, Sergeant-at-arms, immediate past President and three members at large, except as provided by Article IX, Section 4.

Section 2. The Board of Directors shall manage the affairs of the Society and shall make all rules and regulations deemed necessary to accomplish the purposes of the Society. Actions of the Board of Directors may be countermanded at any membership meeting upon motion, duly passed by a majority of the members voting at said membership meeting.

Section 3. All Board of Directors meetings shall be open to all Society members.

Section 4. The Board of Directors shall meet at least once each quarter year. A majority of the Board of Directors shall constitute a quorum. A majority vote of the Board of Directors present at a meeting shall be sufficient to pass any motion, except as these By-laws otherwise provide.

Section 5. The term for Directors shall be one year commencing on January 1 following election.

Section 6. Meetings of the Board of Directors shall be called by the President or a quorum of the Directors. At least one week notice of Board of Directors meetings shall be given except in emergencies.

ARTICLE VIII. Vacancies and Absences

Section 1. Permanent vacancies in any office or in the Board of Directors other than the immediate past President shall be filled by the Board of Directors for the unexpired term, subject to the approval of a majority of members voting at the next regular meeting.

Section 2. In the event of absence of any officer, his duties, as listed in Article VI, shall be assumed, where possible, by the officer below that position as listed in Article V.

ARTICLE IX. Elections

Section 1. Candidates for each office and for members at large of the Board of Directors shall be nominated by a committee of five members appointed by the President. At least three members of the Nominating Committee, including the chairman, must be members not then serving on the Board of Directors. The Nominating Committee shall present its report at the membership meeting immediately prior to the Annual Meeting. Additional nominations may be made from the floor at the same meeting and at the time of the election.

Section 2. Any member who is eligible to vote shall be eligible for nomination for any office or member at large of the Board of Directors. No member may hold two offices at the same time, nor can a person be an officer and a member at large of the Board of Directors simultaneously.

Section 3. Officers and members at large of the Board of Directors shall be elected at the Annual Meeting, and shall be eligible for re-election. Each member (except institutional members) shall be eligible to vote. Absentee ballots may be cast in accordance with procedures passed by the Board of Directors.

Section 4. If the President is elected to any office or as a member at large for the coming year, four members at large shall be elected for that year.

Section 5. A majority of the votes cast shall be required to elect any officer. In the event of a tie in any contest between two candidates, then the election will be repeated as many times as necessary until one candidate achieves a majority. In the event that three or more candidates are running for an office and none receives a majority, then a runoff election will be held between the top two vote-getters. Should it not be possible to distinguish the top two vote-getters (either because of a 3-or-more-way tie for first place or because of a tie for second place), then the election will be repeated as many times as necessary until either one candidate achieves a majority or until the top two vote-getters are clearly defined so that a runoff election can be held.

A plurality shall be sufficient to elect members-at-large of the Board of Directors. Any tie for the final member-at-large position will be resolved by a runoff election among the tied candidates. The runoff will be repeated as many times as necessary until the tie is resolved.

ARTICLE X. Membership Meetings

Section 1. Membership meetings shall be held monthly; the November membership meeting shall be the Annual Meeting.

Section 2. Special membership meetings may be called by the President or by notice signed by at least twenty members, on at least one week's notice. At such meetings no business other than that specified in the notice shall be transacted.

Section 3. The latest edition of Robert's Rules of Order will govern all meetings except where it is in conflict with these By-laws.

ARTICLE XI. Resignation and Expulsion

Section 1. Resignations of officers, directors or members shall be in writing and shall be delivered to the President or Board of Directors.

Section 2. No officer or director may be removed from office or from the Board of Directors except for failure to perform the duties of his office or directorship or for violation of existing Society rules. Said officer or member at large shall be given reasonable notice and opportunity to be heard. No such removal shall be effective unless passed by a majority of all the Directors, and approved by a majority of the members voting thereon at the next membership meeting.

Section 3. All or some of the rights and privileges of any member may be suspended or a member may be expelled from the Society, but only for violation of existing Society rules. An accused member shall be given reasonable notice of the complaint against him and an opportunity to be heard by the Board of Directors. No suspension or expulsion shall be effective unless passed by a majority of all the Directors and approved by a majority of the members voting thereon at the next membership meeting. Expelled members may apply to the Board of Directors for new membership not sooner than one year after expulsion. Any such application may be accepted or rejected by the Board of Directors.

ARTICLE XII. Amendments

Amendments to these By-laws may be proposed by the Board of Directors or by submission to any officer of a proposal signed by any ten members. Any such proposed amendments shall be mailed to all members at least five days prior to the next membership meeting. Amendments must be accepted by a two-thirds majority of the members voting thereon at said meeting. Amendments shall then become effective upon publication.

ADOPTED BY MEMBERSHIP - April 24,1968
INCLUDING ALL AMENDMENTS AS OF - July 30, 2003