BYLAWS OF THE NATURAL ARCH AND BRIDGE SOCIETY
ARTICLE I. PURPOSES OF THE SOCIETY
The purposes of the Society are to:
gather, update, verify and disseminate information on natural arches and bridges, especially those in the United States (US);
act as an advocate for establishing legal protection for neglected, vulnerable or otherwise threatened natural arches and bridges in the US;
encourage scientific research on natural arches and bridges;
and educate the general public about and encourage public appreciation of natural arches and bridges.
Activities in support of these purposes include, but are not limited to, organizing field trips, maintaining and distributing a current membership list to facilitate communication between members, publishing a newsletter on natural arches and bridges, developing and distributing a computer based information data base on natural arches and bridges, establishing and maintaining a library on natural arches and bridges, and publishing a comprehensive catalogue of natural arches and bridges in the US.
ARTICLE II. MEMBERSHIP
Any person with an enthusiastic desire to visit, study, photograph, or write about natural arches and bridges, and who supports the preservation of these features, may become a member.
Persons desiring to become members do so by requesting membership in writing to the Secretary/Treasurer of the Society.
The Executive Committee shall determine the dues of membership. Membership dues will be announced in the Society's newsletter, SPAN.
Members are entitled to receive all issues of SPAN and have access to all information maintained by the Society on natural arches and bridges. All members have the right to attend any meeting of the Society and to vote in the general election of the Society. Only members have the right to hold office or to serve on the Executive Committee.
Membership terminates upon written request by the member or automatically upon failure to pay approved dues by dates determined by the Executive Committee.
ARTICLE III. EXECUTIVE COMMITTEE
The Executive Committee shall be the governing body of the Society and shall manage, direct and control the affairs and property of the Society. The Executive Committee shall, within the limits of these Bylaws, determine the policies of the Society and changes therein. It shall actively prosecute the Society's purposes and shall have discretion in the disbursement of the Society's funds. It may adopt such rules and regulations for the conduct of its business as it deems advisable, and may, in the execution of its powers, appoint such agents as it may consider necessary.
The Executive Committee shall consist of five Directors who are elected at-large from the membership. These five shall also be the Officers of the Society: President, Secretary/Treasurer, and three Vice Presidents. Executive Committee Directors shall serve for two year terms and may succeed themselves without restriction.
The President or his or her designee shall serve as Chairperson of the Executive Committee. The Secretary/Treasurer or his or her designee shall serve as Secretary of the Executive Committee.
The Executive Committee shall meet at least once each year. Additional meetings may be held at such other times as the President may decide. At any meeting of the Executive Committee, three members of the Executive Committee shall constitute a quorum and a majority of such a quorum shall decide any question that may come before the meeting. Meetings may be held and votes taken with the aid of telephonic conferencing.
ARTICLE IV. OFFICERS AND DIRECTORS
The Officers of the Society shall be President, Secretary/Treasurer, and three Vice Presidents. All Officers shall serve two year terms and may succeed themselves in office without restriction.
The President shall preside over Executive Committee and General Membership Meetings and shall perform other duties usually associated with this office.
The Secretary/Treasurer shall be responsible for keeping an accurate record of all meetings of the Executive Committee and for preparing the official minutes of the Executive Committee Meetings. He or she shall give, or cause to be given, all notices in accordance with these Bylaws or as required by law. He or she shall be responsible for the financial affairs of the Society and shall keep or cause to be kept, full and accurate accounts of receipts and disbursements in the books of the corporation. He or she shall prepare and present an annual account of the finances of the Society. He or she shall, in general, perform all duties usually associated with this office.
The three Vice Presidents of the Society shall serve on the Executive Committee and assume the duties and responsibilities assigned to them as agreed to by the Executive Committee. In general, these duties shall be aligned with the purposes of the Society stated in Article I, above.
If any office or directorship becomes vacant, the Executive Committee may appoint a replacement to fill the office or directorship for the remainder of the current term.
ARTICLE V. ELECTION OF OFFICERS AND DIRECTORS
Candidates for the Executive Committee shall be nominated in writing to the Secretary/Treasurer. Nominations must include the signatures in support of the nominee of at least two members of the Society and the signed agreement of the nominee to serve on the Executive Committee. If less than ten valid nominations are received by the Secretary/ Treasurer, the Executive Committee may nominate additional candidates up to that number.
A ballot listing the names of all candidates for the Executive Committee shall be prepared and sent to the membership of the Society by the Secretary/Treasurer at least 30 days before the deadline for counting votes. The Secretary/Treasurer shall receive and count all ballots properly marked and submitted. The five candidates receiving the most votes shall be elected as the new Executive Committee.
The President and Secretary/Treasurer shall then be elected by the new Executive Committee from its ranks. The candidate receiving the most votes in the general election shall act as Chairperson of the Executive Committee until a President has been elected by the Executive Committee. The candidate receiving the second most votes in the general election shall act as Secretary of the Executive Committee until a Secretary/Treasurer has been elected by the Executive Committee. The remaining three Directors shall then automatically become the three Vice Presidents of the Society, their duties being assigned by agreement of the Executive Committee.
Within the limits of these Bylaws, the Executive Committee shall determine the specific procedures and dates associated with the election of the Executive Committee, Officers, and Directors of the Society.
ARTICLE VI. GENERAL MEMBERSHIP MEETINGS
The Society shall hold a meeting of the general membership at least once every two years. The Executive Committee may use such meetings to conduct such business of the Society as it deems advisable. Members of the Society shall be given the opportunity to place new items of business before the general membership and the Executive Committee at such meetings. An announcement of the time and place of each General Membership Meeting shall be distributed to each member of the Society at least 45 days in advance of the meeting.
ARTICLE VII. AMENDMENTS
Amendments to these Bylaws must be recommended by the Executive Committee and must then be ratified by a two-thirds majority of Society members casting votes. Voting on Bylaw amendments may take place at General Membership Meetings or by mail-in ballot.
AMENDMENT I. CHAPTERS
Members of the Society who reside in the same region may, with the approval of the Executive Committee, form a chapter of the Natural Arch and Bridge Society. No chapter shall be approved unless an application has been filed with the Secretary and approved by majority vote of the Executive Committee. The application must be signed by at least four members in good standing who are residents of the designated region. The application must state the proposed boundaries and name chosen by the applicants for the chapter.
To govern their activities, chapters may adopt chapter procedures and elect chapter officers in any manner of their choosing that does not conflict with these Bylaws. Chapter governance must be described in the application.
As soon as the formation of a chapter has been approved by the Executive Committee, the Secretary shall send a notice to all members who reside in the designated region announcing the formation of the chapter. Any member of the Society who resides within the chapter's region shall be considered a member of that chapter and shall be entitled to its privileges. A member of the Society can belong to no more than one chapter. However, members may participate as guests in activities sponsored by other chapters.
Chapters must not assess or collect dues. However, chapters may conduct fundraising and other activities that require members, as well as others, to pay a fee to participate.
Chapters are authorized to undertake any activity that is consistent with the purposes of the Society as stated in these Bylaws. Chapters shall not participate in any activity that might conflict with the interests of the Society or any other chapter of the Society. The Executive Committee will act as the final arbiter in any dispute. The Executive Committee may, by a recorded vote of at least three Directors, suspend or annul a chapter if, in the judgement of the Executive Committee, such action is in the best interest of the Society.