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As of August 13, 2024

​

 

BY-LAWS

of 

THE CHAUTAUQUA BIRD, TREE and GARDEN CLUB, INC

 

Article 1

Name

 

The name of this organization shall be the Chautauqua Bird, Tree and Garden Club, Inc. hereinafter referred to as the “Club”.  The Club is a not-for-profit organization incorporated under the laws of the State of New York whose purpose is exclusively educational and charitable.

 

Article 2

Mission Statement 

 

The Bird, Tree and Garden Club works to preserve, protect and promote the beauty and natural environment of the Chautauqua Institution grounds, including its habitats and ecosystems, through educational programs and projects.  


 

Article 3

Membership 

 

Section 1: There shall be one class of nonvoting members who shall be designated as Life Members upon paying a one-time initiation fee. Initiation fee levels shall be recommended by the Finance Committee and approved by the Board. 

 

Section 2: There shall be no annual dues for the Club.


 

Article 4

Finances

 

Section 1: Fiscal Year:  

The fiscal year shall begin on January 1 and end on December 31.

 

Section 2: Independent Financial Review: 

At the end of each fiscal year, an unaffiliated individual shall make an independent review of the Club’s financial records and consolidated annual statement and present the results to the Finance Committee.  The Finance Committee shall present the results to the Board prior to the first meeting of the following summer season.  

 

Section 3: Life Membership Fund:

Monies received from the Life Membership initiation fees shall be allocated to a designated Life Membership Fund.  This Fund shall be separate from the operating budget and may be disbursed for special projects in support of the Club’s mission only by a majority vote of the Board of Directors upon recommendation by the Finance Committee.

 

Article 5

Meetings 

 

Section 1: There shall be a minimum of three Board of Director meetings annually. 

 

a) The first meeting of the year shall precede the first week of the Chautauqua Institution summer season; 

b) There shall be at least one Board meeting during the Chautauqua Institution season;

c) There shall be a meeting of the Board before the end of the fiscal year to approve the annual budget.

 

Section 2:  There may be an annual meeting of Life Members during the summer season. 

 

Section 3:  Upon notification of the Board by email at least one week prior to the meeting, a special meeting of the Board may be called by the President or by 5 Directors.  The special meeting may be held by digital media.  

 

Section 4:  Board and Membership meetings may be held in person or by digital media.

 

Article 6

Officers

 

Section 1:  The Officers of the Club shall be the President, the Vice President of Programming, the Vice President of Operations, the Membership Chair, the Secretary and the Finance Chair.  These Officers shall comprise the Executive Committee.  See Executive Committee Article 10 Section 2.  

 

Section 2:  An officer shall be elected for a two-year term and may be re-elected for one additional consecutive term for a total of four (4) years.  

 

Section 3: Officers shall be elected by a majority vote of the Board during the Chautauqua Institution summer season and shall assume office following the season.

 

Section 4:  Vacancies among the officers occurring after the close of the Chautauqua Institution season shall be filled by appointment by the President with the approval of a majority of the Executive Committee. Vacancies occurring during the season shall be filled by appointment by the President but shall be subject to approval of a majority of the Board.

 

Section 5:  Officers shall have the following duties: 

 

  1. The President shall:

  1. Serve as a primary liaison between the Club and the Chautauqua Institution;

  2. Serve as the spokesperson for the organization;

  3. Chair the Executive Committee and all Board meetings;

  4. Serve as an (ex-officio) member of all committees including the Nominating Committee; 

  5. Appoint Chairs of all committees.
     

  1. The Vice President of Operations shall:

    1. Oversee committees, projects, programs and meetings as designated by the President; 

    2. In the event of the absence of or disability of the President, the VP of Operations shall have authority to discharge all of the duties of the President;

    3. Oversee all employees of the Club;

    4. Oversee risk management;

    5. Prepare and maintain a Policy and Procedures manual;

    6. The VP of Operations shall serve on the Finance Committee.

 

  1. The Vice President of Programming shall:

    1. Oversee all of the Club’s programming;

    2. Serve as the primary liaison for programming with the Chautauqua Institution and other nature partners;

    3. Coordinate with VP of Operations to execute program logistics;

    4. The VP of Programming shall serve on the Finance Committee.
       

  2. The Finance Chair shall:

    1. Prepare an annual budget for presentation to and approval by the Board;   

    2. Ensure that procedures are in place to receive funds, maintain accounts and make disbursements as necessary;

    3. Ensure that balance sheets and income and expense statements are prepared;

    4. Provide a financial update to the Board at each of its regular meetings and a complete report at the first meeting of the season and at the end of the fiscal year;

    5. Ensure that all reports and filings required by the State of New York, the Internal Revenue Service, and other governmental agencies are accurately prepared and filed;

    6. Oversee an annual independent financial review.  Books shall be kept according to generally acceptable accounting practices; 

    7. Ensure that an accounting system is used to track and manage the finances of the Club;

    8. Provide primary point of contact between the Board and an outside independent accountant and/or other financial services provider.

 

  1. The Secretary shall:

    1. Prepare agendas and minutes of all meetings of the Board and Executive Committee; 

    2. Distribute meeting minutes to the Board in a timely manner;

    3. Notify Board members of upcoming Board meetings;

    4. Prepare and maintain a roster of Board members. 

 

  1. The Membership Chair shall:

    1. Ensure that an up-to-date roster of all Life Members is maintained;

    2. Ensure communication with Life Members;

    3. Organize and oversee Life Member events.  

 

Article 7

Board of Directors

 

Section 1:  The affairs of the Club shall be managed by the Board of Directors, which shall consist of no fewer than 11 and no more than 24 Directors.  

 

Section 2:  Directors shall be elected for a term of three years and may be re-elected for an additional two consecutive terms for a total of three terms (9 years). The exception shall be if a Director is elected to an Officer position that exceeds their Board term, then the maximum consecutive years of service shall be 13 years.

 

Section 3: It shall be the duty of each Director to attend all board meetings, in person or by digital media. Any member who is unable to attend a board meeting shall notify the President and Secretary in advance in writing. Any member who misses three consecutive unexcused meetings without notification shall be asked to resign.  It is the responsibility of each Director to serve on one or more committees. If a Director anticipates being absent for the majority of the season, he/she shall notify the President in writing. The President shall determine, in consultation with the Nominating Committee, whether to fill the position.

 

Section 4:  Vacancies occurring on the Board shall be filled by appointment.  Appointments shall be made by the Board at a regular meeting during the season or by the President during the off-season, with approval by the Executive Committee.  A Director elected to fill a vacancy on the Board shall be elected to hold office for the unexpired term of any incumbent Director.

 

Section 5: A Board member who has served nine years shall be eligible for election by the Board to Advisory Committee membership.  Advisory Committee members may be considered for re-election to the regular Board after one year. (See Article 10, Section 7)

 

Section 6: The Board shall have entire authority in the management of the affairs, funds, and property of the Club.  No liability shall be incurred by the Board other than provided in the budget or upon a positive vote by â…” of the total membership of the Board.

 

Section 8:  Newly elected officers and Board Members shall assume their duties at the end of the Chautauqua Institution season.

 

Section 9:  Board of Directors and Officers shall be required to become Life Members and pay the established one-time life membership fee in order to be eligible for election to the Board.

 

Section 10: Any Director may be removed, with or without cause, by a vote of a majority of the Directors.

 

Section 11:  A Director may resign at any time by giving written notice to the Board President or, in the event the President is unable to assume his/her responsibilities, the VP of Operations acting temporarily as President. 

 

Article 8

Nominations and Elections

 

Section 1: Nominating Committee for Board Members and Officers:

 

a) The Board shall elect a Nominating Committee composed of three Directors, one of whom shall be appointed by the President to serve as Chair.  The other two shall be nominated by any Board member, (including themselves);  

 

b) The Board shall vote to approve the new Nominating Committee at the pre-season Board meeting;

 

c) The Nominating Committee shall prepare a slate of Officers and Directors to serve in the next  term. The Board shall vote on the slate prior to the end of the season;

 

d) The Nominating Chair and Committee shall remain in office for two years;

 

e) The Nominating Committee shall conduct and oversee a Board member assessment process at the end of each Directors’ term.

 

Article 9

Voting and Quorum

Section 1: One-third of the Board shall constitute a quorum to conduct the business of the Board. The presiding officer may vote in case of a tie.  A majority vote shall prevail.

 

Section 2: Excused Board members for any regular or special meeting may vote by written proxy submitted to the President or the Secretary at least 24 hours prior to the vote.

 

Section 3: The President may call for a digital media meeting or email vote as needed.

 

.  

 

Article 10

Committees

 

Section 1: There shall be two types of Committees; Committees of the Board and Committees of the Corporation.

 

Section 2:  The Executive Committee shall be a Committee of the Board and shall be composed of the elected Officers of the Club.  The Executive Committee shall be authorized to act on behalf of the Board of Directors when a timely decision is necessary and when a regular Board meeting isn’t possible.

 

Section 3: Committees of the Corporation shall include but not be limited to:

Finance; Membership; Nominating; Marketing/Communications; Program; and Smith Wilkes House.  Additional Committees of the Corporation may be created by the President. Committees of the Corporation may include non-Board members.  Committees of the Corporation shall be chaired by a Board member. 

 

Section 4: With the exception of the Nominating and Finance Committees, the Chair of each committee shall select the committee members. Committee members may include non-Board members.  See Article 6 Section 5,d

 

Section 5:  The Finance Committee shall include the Finance Chair, the VP of Operations, the VP of Programming, and at least one other Board member appointed by the President.   

 

Section 6: Committee Chairs shall refer to the Club’s Policies and Procedures manual detailing committee rules and responsibilities. 

 

Section 7: An Advisory Committee of past Board members may be created to provide input as needed on issues and topics important to the Club. The Chair of the Committee shall be appointed by the President of the Board.



 

Article 11

Dissolution

Upon dissolution, the organization's remaining assets will be dedicated exclusively to charitable purposes as required under current New York State law governing nonprofit organizations.



 

Article 12

Conflict of Interest 

Directors may refer to the Club Policies and Procedures Manual which outlines the Club’s Conflict of Interest policy.


 

Article 13

 Indemnification

 

The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.

This Article constitutes a contract between the corporation and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions. 


 

Article 14

By-Laws Amendment

By-laws shall be reviewed as necessary of the Board. If amended, the proposed new By-Laws shall be distributed to the Board at least one week in advance of a vote. Amendments to the By-Laws shall be by a majority vote of the total Board. 

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