ARTICLE I – NAME

The name of the society shall be the Las Vegas Avicultural Society.

(December 1985, the official nickname THE BIRD CLUB was accepted.)

ARTICLE II – OBJECTIVES AND PURPOSE

Section 1    The objectives of the Society are the study of foreign and native birds, the dissemination of information for the care, breeding, and feeding of birds in captivity, the perpetuation of species that are threatened with extinction, and the publication of matters pertaining to Aviculture.

Section 2   The Society is not organized for pecuniary profits and shall not make or declare dividends.

Section 3   The Society may affiliate with other organizations of common purpose at the discretion of the Board of Directors.

Section 4   The purpose of these Bylaws is to provide a broad administrative framework within which the objectives of LVAS may be achieved.  All business of LVAS shall be conducted in accordance with the Bylaws.

ARTICLE III – MEMBERSHIP

Section 1   The Society shall consist of:

(1) Regular Members, who own and/or breed birds, or are interested in the objectives of the Society.

(2) Associate Members, who reside at the same address as a Regular or Honorary Life Member, and who meet the same qualifications as Regular Members.

(3) Junior Members, who are under the age of 16 and reside at the same address with a Regular or Honorary Life Member.

(4) Honorary Members, who have rendered meritorious service to Aviculture and to this Society in particular.

Associate Members and Honorary Members have all the privileges and responsibilities of Regular Members.

Section 2   Honorary Life Members shall be elected by a majority vote of the Board of Directors.  Honorary Life Members may be proposed at any time by any member in good standing.  No Honorary Life Membership is to be extended to any organization; such memberships are reserved solely for individuals.

Section 3   Annual dues shall be set by the Board of Directors with the approval of a two-thirds majority vote of the general membership at any scheduled meeting.  Honorary Life Members shall be exempt from paying dues.  The dues-paying year is twelve consecutive calendar months.  Dues paid by Regular Members shall include a subscription to the Society’s publications.

Section 4   Members whose annual dues have expired and who fail to remit when duly notified will be dropped from membership for nonpayment of dues.  The Membership Secretary may notify members by mail, by telephone and/or including reminder notices in the Newsletter (with the cooperation of the Editor) as he/she feels is necessary.  A member may request an extension of payment from the Board of Directors.  A member who is delinquent in his/her dues shall not be entitled to vote in any Society elections.

Section 5   The Board of Directors may ask for a member’s resignation when, in its opinion, the actions or conduct of the member brings discredit or censure on the Society, or for causes.  The member in question must be notified by an officer.  If the member does not resign, he shall receive a fair and impartial hearing with all involved parties present.  The hearing shall be conducted by the Board of Directors before any action of dismissal may be enforced, at the discretion of the Board, by the return of the dues that the member had paid for the current year.

Section 6   Any member dismissed has the right to reapply for membership after one year.

Section 7   Each Regular, Associate and Honorary Life Member who is in good standing by November 1st of the current calendar year is entitled to one vote in the Society’s December elections.

ARTICLE IV – OFFICERS AND DIRECTORS

Section 1   The officers of the Society shall be a President, Vice President, a Secretary, and a Treasurer.

Section 2   The Board of  Directors shall consist of seven Board Members at large, plus all officers.  The Board has full power to conduct the business of the Society.  The President shall act as Chairperson of the Board, but shall not have a vote in their decisions, unless his/her vote would make a difference in the outcome.

Section 3   A quorum shall consist of six members of the Board who are present in person.  A Board Member who is prevented from attending a Board meeting may give his/her proxy in writing to any other Board Member.  All decisions made by the Board require a majority vote of those voting in person or by proxy.

Section 4A   The President will announce at the Clubs regular meeting held in September and October that nominations are going to be held in November.  During the November meeting, the President will take nominations from the floor.  In order to be placed on the ballot, a member must be in good standing as of November 1st, and must be nominated and seconded by Club members in good standing; a member may nominate himself/herself or second his/her own nomination.  Nominations will not be closed until there is at least one person nominated for every vacant office.

Section 4B   The Board shall appoint a tally committee that will consist of three members whose names do not appear on the ballot.

Section 4C    The annual election will beheld during the December meeting.  Each voting member in good standing as of November 1st will sign for and receive a ballot.

Ballots will be marked and turned over to a member of the tally committee.

In the event of a tie for any position, re-balloting for the position will take place.  If a tie still exists after the second balloting the tie will be broken by  the tally committee.  The tally committee will count the votes and report to the President, who will announce the winners before the end of the meeting.

Section 4D   Installation of all elected office holders will take place during the January meeting.

Section 5   No member may be nominated for more than one position.

Section 6A    In the event that the President, for any reason whatsoever, cannot complete his/her term of office, The Vice President will immediately assume the office of President and the Vice President’s office will be filled by the procedure in paragraph (B).

Section 6B   If the holder of any elected office other than that of President cannot complete his/her term of office for any reason whatsoever, then the following Procedure will be used to choose a new office-holder.  At a meeting of the Board of Directors, the President shall ask the Directors for nominations in order of preference (that is, first choice, second choice, etc.).  The President shall contact the first choice and offer him/her the position.  If the first choice declines, then the President shall contact the second choice and offer him/her the position and so forth, until the position has been filled by someone approved by the Board.  If all choices decline, then the procedure will be repeated at the next Board meeting.  Any new office holder chosen by the above procedure will be installed at the next meeting of the Board of Directors.

Section 7   The term of office of the President, Vice President, Secretary, Treasurers and Board Members shall be two years.  Terms that begin in even numbered years (President, Secretary, and 4 of the 7 Board Members) will be nominated in November of the odd  year and names will be placed on the December ballot.  Those elected to serve will begin their term of office in January of the even year.   Terms that begin in odd numbered years (Vice President, Treasurer, and 3 of the 7 Board Members) will be nominated in November of the even years and names will be placed on the December ballot.  Those elected to serve will begin their term of office in January of the odd year.  The term of Delegates of the affiliate organizations will be two years to be appointed by the Board.

Section 8   The President will preside at all meetings of the Society and make sure that all arrangements for a meeting place have been made and that refreshments will be provided.  The President shall appoint a Newsletter Editor and Membership Secretary.  The President shall establish any other committees he/she feels are necessary and shall appoint a chairperson of the committees.

Section 9  The Vice President shall have duties and authority of the President in his/her absence.  The Vice President will be responsible for arranging various speakers or programs to be presented at General Meetings.  Speakers and programs are subject to the approval of the Board of Directors.

Section 10  The Secretary will keep records of the Society and will handle all correspondence.  He/she will keep minutes of the meetings of the General Membership and also of the Board Meetings.  He/she will make the minutes of the General Meeting available for publication in the Newsletter.  The Secretary may have an assistant of his/her own choice, subject to approval of the Board.

Section 11   The Treasurer will be responsible for paying the liabilities of the Society from Society funds.  The President and Treasurer will have joint responsibility for access to the bank account.  The Treasurer will collect all revenues from appropriate committee chairpersons.  All expenses must have appropriate receipts for expenditures.  The Treasurer will keep the Society’s account books in order.  The Treasurer will make monthly reports of the Society’s income and expenses and will make the reports available for publication in the Newsletter and at Board Meetings.  The Society’s books will be open for inspection at any time to any holder of an elected office.  The Treasurer may have an assistant of his/her own choice, subject to the approval of the Board.  The Treasurer shall file an annual report with the Internal Revenue Service.

Section 12     The Editor shall edit the monthly Newsletter and make all necessary arrangements for electronic distribution. A printed copy will be made available at an additional cost to the member. The Editor will also publish a Yearbook annually.  The Yearbook will contain a copy of the current Membership Roster, a copy of the Bylaws, and any other information that the Editor feels is appropriate.  Information in the Yearbook is confidential and may only be used for Society business. The Editor may have an assistant of his/her own choice, subject to the approval of the Board.

Section 13    The  Membership Secretary shall collect dues from new and renewing members and will turn the money over to the Treasurer.  He/she shall maintain a record of all members in good standing.  He/she shall provide a membership application form for publication in the Newsletter.

Section 14   The Legislative Chairperson will be responsible for representing the Society’s interests with respect to all international, national, state and local government legislation, regulations and ordinances.  As long as the Society is a member of the American Federation of Aviculture, he/she will serve as the Society’s delegate to that organization.  He/she may appoint members to his/her committee as he/she deems necessary, subject to the President’s approval.

Section 15   The monthly meeting of the Board of Directors will take place at a time and location agreeable to the Board Members and to be determined by the President.  Special Meetings may be called by the President or by written request of at least three Directors.  Every person on the Board must be contacted and given the opportunity to attend Special or Emergency Board Meetings.   The President shall ask for old and new business at all Board Meetings.

Section 16   If any Board Member at Large or elected officer fails to vote in person or by proxy at two Board Meetings without just cause, then the Board may vote to replace him/her.  The Board shall determine what constitutes just cause and shall allow the office-holder in question a hearing.  If the Board votes to replace an office-holder, then the procedure in ARTICLE IV, SECTION 6B will be used to fill the vacancy.

Section 17   The Board Meetings will be open to all members in good standing.  Visiting members do not have a vote in Board elections and may not speak at Board Meetings unless recognized by the President.  Visiting members may be asked to leave the room if an executive session is called.

Section 18   The Board of Directors will have authority to conduct all Society business that is not specifically discussed in the Bylaws.  The Board shall determine the interpretation of the Bylaws.

Section 19   If the actions of any Board member are detrimental or disruptive to the Society or its members, the Board may censure the offending member or may remove him/her from office; this action must be approved by 7 of the 10 Board members who are eligible to vote whether present or by proxy.

ARTICLE V – AMENDMENTS TO THE CONSTITUTION

AND BYLAWS

Section 1   Proposed amendments to the Bylaws will come from the Board of Directors.  After the Board has passed, by a majority vote, a resolution to change the Bylaws, then the general membership will be notified in writing at least ten days prior to the scheduled balloting date.

Section 2   The proposed amendment will be presented to the general membership for a vote at the general meeting.  A majority vote of those voting in person is required to pass proposed amendments to the Bylaws.

ARTICLE VI – THE SOCIETY AWARDS

Section 1   The Society will present an award to any member who shall have succeeded in breeding any species of bird for which an award has not been previously made by the LVAS, subject to the following rules:

A.  The member must notify a member of the Board before the young has left the nest.  If the President has appointed a First Breeder Award (FBA) Chairperson, then that person should also be notified.  The young birds must be seen before they leave the nest by two members of the Board.  An application form can be obtained from the FBA Chairperson or from the Secretary.  The details required on the form will include information that may be helpful to others trying to breed the birds in question.

B.  A member who applies for FBA for breeding a mutation shall provide all evidence of breeding normally required.  Approval of the FBA is conditional on verification that the mutation is recognized by an authority.  Therefore, the applying member must send a photo of the bird(s), a detailed description, and a request for verification to a national society of breeders of that species or to an authority recognized by the Board.

C.  The Board of Directors may require such evidence that they deem necessary and which the member will need to produce.

D.  The Board of Directors will approve the award at a Board Meeting.   This award will be presented at the next General Meeting.

Section 2   The Society may award a suitable citation, scroll or plaque for Meritorious Service that may have been rendered to the Society on the part of a member.  The Society may also give a citation, scroll or plaque for Meritorious Accomplishment in the field of Aviculture by a member.  These awards shall be at the discretion of the Board.

Section 3   The President may make any awards he/she feels are suitable for Meritorious Service or Accomplishment with the Board’s approval.

Section 4   In addition to the FBA detailed in Article VI, Section1, paragraphs A, B, C, and D, and the awards detailed in Article VI, Sections 2 and 3, the Society will present New Millennium Awards (NMA).  The Society will present an NMA to any member who shall have succeeded in breeding any species of bird for which an NMA has not been previously made by the Society.  The award will be subject to the following rules:

A.  A member who applies for an NMA for breeding a mutation shall provide all evidence requested by the Board.  Approval of an NMA is expressly conditional on verification that a Board approved authority recognized the mutation.  When requested by the Board, the applying member must send a photo of the bird(s), a detailed description, and any other information deemed necessary to a national society of breeders of the subject species or to whatever authority that the Board duly recognizes.

B.  The Board may require any and all evidence that it deems necessary for approval and/or denial of the NMA.  The Board may deny the approval of an NMA if the applying member fails to provide requested evidence.

C.  The Board will approve an NMA at a Board meeting.  This NMA will be presented at the next General Meeting.

ARTICLE VII – MISCELLANEOUS

On a reciprocal basis, permission for reprints of articles shall be granted to all exchanged papers and journals, except for articles marked “Not to be reprinted.”  Credit should be give to the Society’s Newsletter and to the author, and a copy sent to the Editor of the Society.

Upon winding up a dissolution of this Society, the Board, after paying or adequately providing for the debts and obligations of this Society the remaining assets shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable education or scientific purposes and has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Service Code.  This nonprofit organization must be one dealing with aviculture.

Notwithstanding any other provision of these articles, the Society shall not carry on any other activity not permitted to be carried on by a Society exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Service Code.