BTG By-Laws

As of August 2, 2022

BY-LAWS

THE CHAUTAUQUA BIRD, TREE AND GARDEN CLUB

Article 1

Name

The name of this organization shall be the Chautauqua Bird, Tree and Garden Club.

Article 2

Mission Statement

The purpose of the Bird, Tree and Garden Club is to promote and preserve the beauty of the Chautauqua Institution grounds as well as its habitats and ecosystems. The Club provides educational programs and tours and works to improve, protect and conserve the natural environment, native plants and wildlife, and Chautauqua Lake through projects and strategic alliances.

The Club is a not-for-profit organization whose purpose is exclusively educational and charitable, 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 corresponding section of any future federal tax code.

Article 3

Membership

Section 1: Any person interested in the purpose of the Club shall be eligible for membership.

Section 2: There shall be one class of membership:

Life Member. A Life Member has paid the one-time Life Membership initiation fee and will receive newsletters and other Club correspondence.

Section 3: There shall be two levels of donorship:

Friends of the BTG. Friends of BTG have made a donation of any amount to the Club during the current calendar year..
Henrietta Ord Jones Society. Members of the Henrietta Ord Jones Society are individual donors at a specified level in a given year, who support the H&G Tour or other fundraising event as designated by a majority vote of the total Board of Directors.

Article 4

Dues and Finance

Section 1: Initiation fees for Life Memberships shall be determined by the Finance Committee and approved by the Board of Directors at the last meeting of the season. There shall be no annual dues for the Club.

Section 2: Monies received from Life Membership initiation fees shall be allocated to the Life Member Fund. This Fund may not be budgeted and may be disbursed only by a majority vote of the total membership of the Board of Directors upon recommendation of the Finance Committee.

Section 3: The fiscal year shall begin on January 1 and end on December 31.

Section 4: At the end of each fiscal year, a review by an unaffiliated accountant shall be made of the treasurer’s financial records and consolidated annual statement, and a report from the accountant shall be presented to the President and the Finance Committee prior to the first meeting of the following summer season.

Article 5

Programs and Meetings

Section 1: Programs shall be held weekly during the Chautauqua season at Smith-Wilkes Hall unless otherwise arranged.

Section 2:

Board meetings shall be held on Tuesdays of even weeks during the season in the Boardroom of Smith-Wilkes Hall or by digital media unless otherwise arranged.
The first meeting of the year shall be no later than the Friday morning preceding the first day of the season.
There shall be a scheduled special meeting of the Board in December to approve the budget.

Section 3: Special Board and Membership meetings may be called by the President or by seven members of the Board.

Section 4: There shall be an Annual Meeting of the Club membership at least once per season.

Article 6

Officers/Executive Committee

Section 1: The officers of the Club shall be the President, Vice President, Membership Chair, Recording Secretary, and Finance Chair. These officers shall comprise the Executive Committee, which will act on behalf of the Board of Directors when a regular Board meeting isn’t possible or in the off-season, as necessary.

Section 2: These officers shall be elected by a majority vote of the Board of Directors from their own number by the eighth week of the season and shall assume office at the end of the last board meeting of the season.

Section 3: Elections will occur in odd years for the Executive Committee.

Section 4: An officer shall be elected for a two-year term and may be re-elected for one additional consecutive term. The officer may then join the Advisory Board or assume a different position.

Section 5: Vacancies among the officers occurring after the close of the Chautauqua season shall be filled by appointment by the President. Vacancies occurring during the season shall be filled by appointment by the President but shall be subject to the approval of the Board of Directors.

Section 6: These officers shall have the following duties:

(a) The President shall preside at all meetings of the Club, the Executive Committee, and the Board of Directors. The President shall (ex-officio) be a member of all committees except the Nominating Committee. The President shall appoint chairs of other committees as necessary.

(b) The Vice President shall be in charge of Programming, and ensure that the Club follows the By-laws and Robert’s Rules of Order. The VP shall conduct a By-laws review in even years. In case of absence or disability of the President, the Vice President shall in turn have all the power and discharge all of the duties pertaining to the office of President. The VP shall serve on the Finance Committee.

(c) The Recording Secretary shall keep an accurate record of all meetings of the Board of Directors. This person shall be the custodian of all records of the Club except as specifically assigned to others by the whole Board. This person shall manage the shared digital content of the club and shall provide a roster of the Board of Directors at the beginning of every season.

(d) The Corresponding Secretary shall attend to the correspondence of the Club, including newsletters

and communications.

(e) The Treasurer shall accept all monies of the Club and shall disburse budgeted monies as required and all other monies only upon the order of the Board of Directors or the President. Books shall be kept according to acceptable accounting practices. The Treasurer shall make a report of funds 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. The treasurer shall also serve on the Finance Committee.

(f) The Assistant Treasurer shall assist the Treasurer, serve as Treasurer of the House and Garden Tour, and serve on the Finance Committee.

(g) The Finance Chair shall preside over the Finance Committee.

(h) The Membership Chair shall ensure that the Club has a current roster of Life Members. The Membership chair shall also welcome new Life Members via written correspondence and be responsible for developing Life Member-only activities, including the annual Life Luncheon/Annual Meeting of the Club.

(g) The Marketing Chair shall promote BTG programming within and outside the Institution, including but not limited to social media and press releases.

Article 7

Board of Directors

Section 1: The affairs of the Club shall be managed by the Board of Directors (the “Board”), no more than twenty-four in number, to be elected (or re-elected) by a majority vote each year by the Board, and to serve for a term of one year.

Section 2: 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. Any member who misses three consecutive 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, as a courtesy, they shall notify the President by letter of their resignation in order that the position may be filled.

Section 3: Vacancies occurring in 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.

Section 4: A Board member who has served 10 years shall be eligible for election by the Board to Advisory Board Membership. Advisory Board members may be considered for re-election to the regular Board at any time.

Section 5: The Board shall have entire authority in the management of the affairs, funds, and property of the Club. No debt or liability shall be incurred by the Board other than provided in the budget or upon a positive vote by 2/3 of the total membership of the Board.

Section 6: At the final board meeting of the season, the incoming and outgoing members of the Board shall meet to organize for the following season. At this meeting the following business shall be transacted:

(a) Complete officer and committee reports of activities shall be made.

(b) New Officers and the new Board members shall assume their duties at this time.

Article 8

Nominations and Elections

Section 1: Nominating Committee for the Board Members and Officers

(a) At the first regular Board meeting of the season, 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 first regular Board meeting of the season.

(c) The Nominating Committee shall prepare a slate of Officers and Directors to serve the coming term and they shall report to the Board at the Week Six Board meeting. The consent of the candidate to serve shall have been obtained before presentation. The Board shall vote on the slate at the Week Six meeting. The new Officers and Directors shall be presented to the Club at large either at the last Club meeting of the season or by newsletter before the last day of the regular season.

(d) The Nominating Committee shall also submit a slate of candidates to the President and the Secretary for consideration should a vacancy occur on the Board during the season. In the off-season, the President may fill vacant Board seats with the approval of the Executive Committee.

(d) The Nominating Chair and Committee shall remain in office for one full year.

(e) The chair should refer to By-Laws, Article 6, pertaining to Officers.

Article 9

Voting and Quorum

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

Section 2: Excused absences may vote by written proxy submitted to the President prior to the vote.

Section 3: As pressing matters may occur during the off-season, the President may call for a digital media meeting or email-vote.

Section 4: Upon notification of the entire 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 seven (7) Directors. The special meeting may be held by means of digital media and participation by such means shall constitute presence in person at a meeting including determination of a quorum. Any Director who is unable to attend has the option to vote on matters raised at the meeting by written communication with the President or Recording Secretary.

Article 10

Committees

Section 1: Standing Committees shall be as follows: Program, Smith Wilkes House, House & Garden Tour, and Finance with other committees as the President sees fit.

Section 2: With the exception of the Finance and Nominating Committees, the chair of committees shall select the committee members. Members will be composed of club members and members of the community.

Section 3: The Finance Committee shall draft a budget to be sent to the Board no later than October 1st. Directors will have until November 1 to submit proposed budget amendments to the Finance Committee. The Finance Committee shall amend the budget as necessary and present it for approval at the December meeting.

This committee shall consist of the Treasurer, the Assistant Treasurer, the Vice President, and at least two more board members, to be appointed by the Executive Committee. The President shall appoint its chair. The Chair cannot be the Treasurer. The Chair shall refer to By-Laws, Article 6, pertaining to Officers.

Article 11

By-Laws Amendment

In all even years, these By-Laws shall be reviewed by a special committee led by the Vice President. By-laws committee members shall include all Board Members wishing to participate. If amended, the proposed new By-Laws shall be distributed to the Board at least one week before the first meeting of the season. Amendments to these By-Laws shall be by a majority vote of the total Board of Directors.

Article 12

The Club shall be governed by Robert's Rules of Order, Newly Revised, in all cases to which they are applicable.