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BYLAWS ARTICLE 1: NAME AND OBJECTIVES This organization is a unit of the Society of American Foresters (the Society) and shall be known as the “National Capital Society of American Foresters” (NCSAF). As provided in Article VI , Section I of the Constitution of the Society of American Foresters, the geographical area of the NCSAF is comprised of the District of Columbia and the surrounding metropolitan area. The objectives shall be:
ARTICLE 2: ACTIVITIES LIMITED TO EXEMPT PURPOSES No part of the net earnings of the NCSAF shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the NCSAF shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distributions in furtherance of the purposes set forth in Article 1, hereof. No substantial part (greater than five percent (5%) of the NCSAF annual budget) of the activities of the NCSAF shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the NCSAF shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. In the case of a written request from a governmental body, committee, or subdivision, the NCSAF shall provide technical assistance and advice, provided that the NCSAF deems it appropriate to provide such assistance. Notwithstanding any other provision of these articles, the NCSAF, shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). ARTICLE 3: MEMBERSHIP Every member of the Society in good standing is entitled to membership in the state society in which the member has established domicile. The domicile of a member shall be the member's home or residence, unless the member’s place of business and professional affiliations lie within the territory of another state society, when, by notification in writing to the national office, the member may establish domicile with said other state society for the purpose of' state society membership. An individual may be a voting member of and be eligible for office holding in only one state society. Only voting members, as defined in the Society’s Constitution, in good standing, shall be entitled to vote on any question before the NCSAF. Other members may attend any meeting of the NCSAF and take part in the discussions, but shall have no vote. Membership in the NCSAF may be terminated by (1) voluntary resignation, (2) failure to pay dues, (3) expulsion from the Society for unprofessional conduct, or (4) transfer of domicile to another state society. ARTICLE 4: DUES The annual dues of the NCSAF shall be due upon receipt of the invoice. With the exception of Student Members, who shall not be assessed, dues shall be collected by the Society concurrently with the collection of national dues and transmitted to the Treasurer of the NCSAF. Members who have not paid national and NCSAF dues by March 1 shall be notified by the Society that they are in bad standing, and thus ineligible to vote, to receive Society publications, to be a candidate for office, or to hold office until the dues are paid. A member who transfers to another state society and has paid annual dues in the state society from which the transfer is being made shall not be required to pay additional dues for the year of transfer and shall automatically become a member of the state society to which transferred for the remainder of the year. New members admitted during the year shall pay pro-rata dues beginning with the quarter after the admission is accepted. No member shall be entitled to a return of fees or dues upon discontinuance of membership. The National Capital Society dues shall be set by the Executive Committee. ARTICLE 5: OFFICERS The officers of the NCSAF shall include a Chair, a Vice-Chair, a Past Chair, a Secretary, a Treasurer, and such other officers as may be found necessary. Officers shall be voting members of the Society and the NCSAF for the duration of their terms. Terms shall be for one year and commence on January 1. The Vice-Chair is elected for a one-year term and automatically shall become Chair for the subsequent term. The Secretary and Treasurer shall be elected. The Secretary and the Treasurer may be the same person. The Chair, upon completion of the term as Chair, automatically becomes Past Chair for one term. Any other position of responsibility, including all committee chairs, shall be appointed by the Chair with the approval of the Executive Committee (see ARTICLE 8). In the event the Chair is unable to complete the full term of office, the Vice-Chair shall succeed and complete the unexpired term prior to serving the full term as Chair. Should this occur, the Executive Committee, by a majority vote, shall appoint a replacement Vice-Chair, who shall assume the duties of the vacant office until the next regular election of officers. In the event the Vice-Chair is unable to complete the term of the office and succeed to the office of Chair, the Executive Committee shall appoint an acting to serve until the next election, at which time both a Chair and a Vice-Chair shall be elected. Vacancies in the offices of Secretary and Treasurer shall be filled by the Executive Committee. ARTICLE 6: DUTIES AND RESPONSIBILITIES OF OFFICERS The Chair shall be responsible for developing and continuing NCSAF activities during the term of office and for organizing the membership toward meeting the objectives. The Chair shall preside at meetings of the NCSAF; serve as chair of the Executive Committee and as ex-officio member of all other committees; oversee the business affairs; appoint, with the approval of the Executive Committee, the standing committees and other special committees; act as the official delegate to the House of Society Delegates or, with the approval of the Executive Committee, appoint an alternate; and perform all other duties commonly incident to such office. The Vice-Chair, in the absence of the Chair, shall preside at NCSAF meetings and act for and assist the Chair in conducting NCSAF affairs, as may be requested by the Chair. The Secretary, or another officer as directed by the Executive Committee, shall conduct all NCSAF elections and referendums that are not conducted by the national office of the Society; keep the minutes of the NCSAF’s meetings and send a copy to the Executive Vice President of the Society; conduct correspondence; announce meetings; send agenda for meetings to the Executive Vice President 30 days in advance when possible; and perform such other duties as may be assigned by the Executive Committee or Chair. The Secretary shall prepare and present at the annual meeting a report on the NCSAF’s activities, and shall provide a copy of the report to the Executive Vice President. The Secretary shall report to the Executive Vice President the adoption of, and amendment to, these bylaws. The Treasurer, or another officer directed by the Executive Committee, shall act as custodian of the NCSAF’s accounting records and accounts; receive and deposit all monies and disburse all monies authorized by the Chair (or Executive Committee) on behalf of the NCSAF; and perform such other duties as may be assigned by the Executive Committee or Chair. The Treasurer shall prepare and present at the annual meeting a report of the NCSAF’s financial status, including an income and expense statement for the year’s operations and a balance sheet as of the end of the Society's fiscal year, i.e. December 31. Upon certification by the Auditing Committee, copies of the written report shall be submitted to the Chair and to the Executive Vice President. The Treasurer, in response to an annual request from the Executive Vice President, shall provide all information required by the Internal Revenue Service Form 990 and, if the NCSAF has unrelated business income, Internal Revenue Service Form 990-T. And, in the event that Internal Revenue Service reporting requirements are changed, the Treasurer shall provide the Executive Vice President the information required on any additional form of the Internal Revenue Service. ARTICLE 7: ELECTIONS AND BALLOTS Nominations made by the Nominating Committee shall be transmitted to the Chair with a copy to the Secretary by September 1. Nominations by the membership at large, if endorsed by at least 25 voting members in good standing and presented to the Secretary in writing by September 1, shall be included on the ballot. The Secretary shall determine whether all nominees are voting members in good standing, eligible to hold NCSAF office, and agreeable to serve if elected. The Secretary shall report to the Chair and Nominating Committee the name of any nominee who fails to qualify. Further nominations, if necessary, shall be made by the Nominating Committee no later than September 15. Election of officers shall be by electronic and/or letter ballot in October. If a letter ballot is used, the Secretary shall mail or provide for mailing a letter ballot to each voting member in good standing in early October. The ballots shall (1) state the offices to be filled, (2) list the names of the candidates for each office in alphabetical order, (3) show the closing date for receiving the ballots, and (4) be accompanied by a brief factual professional biography of each candidate and a return envelope or post card addressed to the Secretary, someone designated by the Secretary, or the Tellers Committee. Otherwise, if electronic voting is provided, it shall be conducted by the national SAF office following their approved format as per SAF bylaw V-D Ballots and the NCSAF electronic ballot shall conform to the SAF format. Letter ballots will be provided to those NCSAF members who do not have the capability to vote electronically. The winner of each election shall be determined by the candidate who receives the most votes. In the case of a tie vote, a runoff election shall be held within one month. If a letter ballot is used, the ballots shall be counted by a Tellers Committee, who shall promptly certify the results of the election to the Chair, the Executive Committee, the Executive Vice President (by December 8), and all candidates for office. If electronic voting is provided, the vote count shall be conducted by the national SAF office with the tally provided to the NCSAF Secretary or Tellers Committee Chair once complete. All ballots, both electronic and letter, shall be counted by December 1. Election results will be reported to the national office not later than December 8. The membership shall be informed of the election results as soon as possible. ARTICLE 8: STANDING COMMITTEES Standing committees, of at least three members of the Society in good standing, of the NCSAF shall include, but not be limited to, the Executive, Nominating, Tellers, and Auditing. The Chair of the NCSAF, with the approval of the Executive Committee, shall appoint a chair and members of standing committees, except as specified below for the Executive Committee. The Chair of the NCSAF serves an ex officio member of each committee. The Chair and members of each committee shall serve a one-year term, beginning January 1. A. EXECUTIVE COMMITTEE . The Executive Committee shall consist of the Chair of the NCSAF, acting as chair of the committee, other elected officers of the NCSAF, and others designated. The Executive Committee shall give general supervision to the affairs and interests of the NCSAF and its contacts with the national Society; shall control the expenditure of all funds; and approve the place, date, and program of all meetings. The Executive Committee shall adopt a charter for each of the other standing and special committees, outlining the objectives, organization, and activities of each. The new chair of each committee may recommend to the Executive Committee at its first meeting of the year any changes needed in his/her committee charter. However, amendments may be made to any committee charter with the approval of the Executive Committee at any time. The Executive Committee may fill by appointment the unexpired term of any Executive Committee member; approve or disapprove proposed appointments by the Chair; advise the Chair on all matters which the Chair presents to the committee; and act for the NCSAF on urgent matters that require immediate action between state society meetings. Committee business may be transacted by mail ballot and by email correspondence, but at least one committee meeting shall be held annually. Any action of the Executive Committee shall be subject to a member referendum upon petition of at least two percent, but in no case less than 10, of the voting members of the NCSAF. B. NOMINATING COMMITTEE . The Nominating Committee shall operate in accordance with its committee charter. The committee shall nominate from eligible NCSAF members at least two candidates for each elective office and obtain agreement to serve if elected from each nominee, and send the nominations and agreements to serve to the Secretary or other officer by September 1. If, for any reason, a nominee is found by the Secretary to be ineligible, the Nominating Committee shall provide another nomination by September 15. C. TELLERS COMMITTEE . The Tellers Committee shall operate in accordance with its committee charter. This committee shall assemble at the time and place set by the Secretary to count ballots and shall certify the results of elections to the Chair and Executive Committee. D. AUDITING COMMITTEE . The Auditing Committee shall operate in accordance with its committee charter. This committee, at the conclusion of the fiscal year, shall inspect the financial records of the Treasurer. The committee shall certify the accuracy of the financial statements prepared by the Treasurer and shall report the results of the audit to the Chair and the membership. ARTICLE 9: SPECIAL COMMITTEES A. SPECIAL COMMITTEES , authorized by the Executive Committee, shall be appointed by the Chair. Such committees may include: Communications; Education; Fund Raising; Issues; Membership; Newsletter; Policy; Professional Recognition; Program(sic); and Wild Acres, etc. B. OTHER APPOINTMENTS . Other appointments for specific events, e.g. Science Day, Foresters Fund, Historian, Phonathon, professional development seminars, events with other professional societies, etc., shall be made by the Chair with the approval of the Executive Committee. ARTICLE 10: STATE DIVISIONS AND/OR CHAPTERS A. STATE DIVISIONS (of multi-state societies). A State Division may be authorized by the Executive Committee upon written petition of 30 or more voting members resident in the state and upon approval by referendum of the members in the state. The boundaries of a State Division shall follow state lines except in cases approved by the Council. The authorization for a State Division may be rescinded by the Executive Committee or upon the affirmative vote of at least 10 members of the Council. A State Division shall hold at least one meeting each year to retain authorization and be governed by a set of officers as described for the NCSAF . State Divisions may adopt bylaws subject to the approval of the Executive Committee and the Council, provided that no part thereof shall conflict with the Constitution and Bylaws of the Society. A State Division shall report promptly to the NCSAF Chair and the Executive Vice-President, the election of State Division officers, the adoption of State Division bylaws and amendments thereto, and shall report at least once a year on the activities of the State Division. Actions or recommendations of a State Division will be transmitted to the NCSAF for recommendation to the Council. The NCSAF is authorized to appropriate funds to the State Division for the conduct of its business. Upon request, the Executive Vice-President will collect and forward dues of State Divisions, and may provide mailing labels, membership rosters, and other automation products. B. CHAPTERS . A Chapter within the NCSAF or state division may be authorized by the Executive Committee upon written petition of 15 or more voting members resident in an area where a strong local organization may be effected. The boundaries of a Chapter shall be established by the Executive Committee. Where a viable Chapter can be sustained only by including members from both sides of a state boundary, the Chapter shall be affiliated with the state society in which a majority of the Chapter members are resident. A Chapter shall hold at least one meeting each year to retain its authorization and be governed by a set of officers as described for the NCSAF. The authorization for a Chapter may be rescinded by the Executive Committee or upon the affirmative vote of at least 10 members of the Council. Chapters may adopt bylaws subject to the approval of the Executive Committee and the Council, provided that no part thereof shall conflict with the Constitution and Bylaws of the Society. A Chapter shall report promptly to the NCSAF Chair and the Executive Vice-President the election of Chapter officers, the adoption of Chapter bylaws and amendments thereto, and shall report at least once a year on the activities of the Chapter. Actions or recommendations of a Chapter on Society affairs will be transmitted to the NCSAF or state division for recommendation to the Council. The NCSAF is authorized to appropriate funds to the Chapter for the conduct of its business. Upon request, the Executive Vice-President will collect and forward dues of Chapters, and may provide mailing labels, membership rosters, and other automation products. C. STUDENT CHAPTERS . A Student Chapter may be authorized within the NCSAF by the Executive Committee upon written petition of 15 or more Student Members at an institution designated as SAF-accredited or as a candidate institution for accreditation or an SAF-recognized forest technician training program, or upon written petition of 15 or more voting members. Student Chapters shall be composed of Student Members and other Society members employed by an institution designated as SAF-accredited or as a candidate institution for accreditation or by a SAF-recognized forest technician school. Student Chapter officers shall serve for the school year. Student Chapter officers shall be students or graduate students who are members of the Society. ARTICLE 11: MEETINGS At least one annual business meeting consisting of no less than five percent of the voting membership of the NCSAF shall be held each year to consider business of sufficient importance to require careful consideration of the membership at large. Such meeting shall be held at the time and place designated by the Executive Committee with at least 30 days notice to the membership. Other meetings as needed shall be scheduled by the Chair, with the approval of the Executive Committee, and may be open to friends of members and other interested persons for the exchange of ideas on subjects of interest to the profession of forestry. Resolutions of gratitude, regret and other non-policy matters may be adopted by a majority vote of those present at these meetings. Important business matters that cannot be delayed until the next business meeting may be submitted to the voting membership by mail ballot. ARTICLE 12: RECALL Any officer may be removed from office for reason of misconduct, incompetence, or neglect of duty provided such removal is approved by a two-thirds vote of all members voting in a letter ballot. Such ballot may be initiated by the Executive Committee on its own volition, or it shall be required to conduct such a ballot if it receives a petition setting forth the points of contention and signed by at least two percent, but in no case less than 10, of the voting members of the NCSAF. Ballots shall be mailed and received by a member of the Executive Committee as chosen by the Executive Committee. ARTICLE 13: AMENDMENT OF BYLAWS Amendments to these bylaws may be proposed by the Executive Committee, or upon written petition of at least two percent, but in no case less than 10, voting members of the NCSAF. Proposed amendments shall be submitted to the Executive Vice-President for approval prior to a letter or electronic ballot of voting members. Amendment of these bylaws shall require a two-thirds vote for approval by the members voting. ARTICLE 14: ASSETS NCSAF assets belong to the NCSAF membership as a whole. In the event of division or merger of state societies, the assets of the parent state society(s) will be audited and allocated to the new state society(s) in proportion to the percentage of the voting members transferred. Upon the dissolution of the NCSAF the Executive Committee shall, after paying or making provision for the payment of all of the liabilities of the NCSAF, transfer all the assets of the NCSAF to the national Society, or dispose of all of the assets of the NCSAF exclusively for the purposes of the NCSAF in such a manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Executive Committee shall determine. As amended by the NCSAF members on November 6, 2007 By: /s/ Wilhelmina Bratton Chair, NCSAF /s/ Jim Culbert Chair, Membership Committee /s/ John Witherspoon Chair, Tellers Committee Council action November 18-19, 1981, provides “that on matters of reorganization, the Council will not consider a petition to conduct a referendum to establish or disestablish a State Society where the establishment decision had been based on a properly conducted referendum within the previous two-year period. The decision, where determined by referendum, shall stand for at least two years.” |
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