By Laws

BYLAWS OF

THE MIDLANDS MASTER NATURALIST ASSOCIATION

ARTICLE I
Name

The name of this organization shall be the Midlands Master Naturalist Association (hereinafter the “Association”).

ARTICLE II
Charter

The Association is chartered by the Office of the South Carolina Master Naturalist Program State Coordinator of the Clemson University Cooperative Extension Service with the advice of the Master Naturalist State Advisory Board. By accepting the charter, the Association agrees to comply with the guidelines and requirements of the South Carolina Master Naturalist Program. In the event the Association ceases to follow the South Carolina Master Naturalist Program’s guidelines and requirements, the Association agrees to abide by revocation of its charter along with its right to use the South Carolina Master Naturalist name, title, and trademarks.

ARTICLE III
Purpose

The purpose of the Association, in accordance with the South Carolina Master Naturalist Program coordinated by Clemson University, is to promote awareness and citizen stewardship for South Carolina’s natural resources through science-based education and community service.

The Association, operating on a not-for-profit basis, will provide continuing education and volunteer encouragement to its members.

The Association shall not participate in partisan political activity.

ARTICLE IV
Members

Section 1 Voting Members
a. Active membership shall consist of those who have completed any South Carolina Master Naturalist program, who have received a South Carolina Master Naturalist certificate and who are in good standing (annual dues paid to Midlands Master Naturalist Association).
b. Honorary membership may be extended to any other individuals recommended by a majority of the association’s Executive Board.

Section 2 Non-voting members
a. Intern membership shall be individuals who are currently enrolled and actively participating in a South Carolina Master Naturalist Program, and who are in good standing (annual dues paid.) Upon completion of the program and receiving a Master Naturalist certificate, individuals will become active, voting members.

ARTICLE V
Officers

The elected officers of the Association shall consist of Chair, Vice Chair, Recorder, and Treasurer. Non-elected officers shall be the previous term’s chair, if available, and the Advisor.

Section 1 Duties
a. The Chair shall preside at all meetings of the Association, including Executive Board meetings. The Chair shall appoint a Nominating Committee, an Activities Committee, and additional committees and their chairmen as necessary. The Chair shall be an ex-officio member of all committees except the Nominating Committee.
b. The Vice Chair shall assist the Chair in the operation of the Association and shall preside at meetings in the absence of the Chair. The Vice Chair shall act as Program Chair: coordinating meeting speakers, educational activities, field trips, and refreshments when needed.
c. The Recorder shall record the minutes of all Association meetings, including the Executive Board meetings, and shall carry out all necessary correspondence. The Recorder shall send a copy of the minutes of each meeting to the Executive Board as soon as available after each meeting. The recorder shall make and keep all records and files of the Association including membership rosters. The recorder shall send out notices of meetings to all members and other interested parties.
d. The Treasurer shall receive, make receipt for, and deposit all funds of the Association; and pay documented bills upon authorization of the Executive Board. The signature of the Chair or the Treasurer shall be the only authorizing signatures checks/money orders of the Association. The Treasurer shall maintain an accurate record of receipts and disbursements and provide a report at all Executive Board meetings. The Treasurer will maintain the list of current members in good standing (annual dues paid) and shall regularly provide membership file updates to the Recorder.
e. The immediate past Chair, if available, shall act as parliamentary authority and assist the Chair by request.
f. The Advisor shall be a representative of the Host Site of Midlands Master Naturalists.
Section 2 Elections
a. A Nominating Committee consisting and three (3) members will be appointed by the Chair at the August meeting
b. The Nominating Committee will present a slate of candidates for officers and publish the slate by email, writing, or phone call to all members at least 30 days before the annual meeting in November.
c. Nominations for all positions will be accepted from the floor prior to the election at the November meeting. The Committee will conduct the election at this meeting.
d. Officers elected by majority vote will assume office on January 1.

Section 3 Terms of Office
a. All elected officers shall serve a term of two years.
b. Officers may serve two consecutive terms, in addition to a partial term in case of appointment.
c. After serving two consecutive terms, a member may serve again in that office after one intervening term.

Section 4 Officer Removal and Replacement
a. A negligent officer may be removed by a majority vote of the Executive Board.
b. In the event that an Officer resigns or cannot complete the current term, the Executive Board shall appoint a replacement to serve until the next election.

Section 5 Records
Each Officer shall maintain and pass on to his or her successor an outline and record of the duties and functions of the office, and activities of the prior year to serve as instruction and aid to the new officer.

ARTICLE VI
Meetings

Section 1 Regular Membership meetings
a. Regular membership meetings will be held four (4) times a year – November, February, May and August.
b. The annual meeting will be the November meeting. The agenda at the annual meeting will include, but is not limited to, an election of officers, a full financial report for the previous year, and a membership report.

Section 2 Special meetings
Special meetings may be called by the Chair or by the request of at least three members.

Section 3 Notice of meetings
Notice of meetings shall be sent to members at least 3 weeks before scheduled meeting.
Section 4 Quorum
a. A quorum for Regular, Annual and Special Meetings shall consist of no less than ¼ of current active membership.
b. Proxies may be submitted from those not able to attend the meeting in person. Proxies will designate an attending person to vote for the member not in attendance. Proxies will count in determining a quorum.

ARTICLE VII
Finance

Section 1 Dues
a. Association dues for Regular members shall be set prior to August 1 by the Executive Board.
b. Notice of upcoming dues will go out to the membership by the end of November.
c. Members who are in arrears after the February meeting will be considered to be not in good standing.
d. Dues for Intern members shall be ½ the annual dues of the Regular Membership.
Section 2 Fiscal Year
The fiscal year begins November 1 and ends October 31.

ARTICLE VII
Executive Board

The Executive Board shall consist of the elected officers, the Advisor, and the previous term’s chair.

Section 1 The Executive Board is authorized to conduct the business of the Association but may not act contrary to the intent of the Association’s Bylaws.

Section 2 The Executive Board meetings will be held prior to regular meetings, or at other times as deemed necessary. Executive Board meetings shall be open to any member and members may present before the Board with prior notice.

ARTICLE IX
Committees

The Association shall have the following committees, but is not limited to those listed.

Section 1 Nominating Committee
a. The Nominating Committee shall be comprised of 3 members appointed by the Chair at the August meeting.
b. The Nominating Committee will submit a slate for officers and publish the slate by email, writing or phone call to all members at least 30 days prior to the November annual meeting.
c. The chairperson of the Nominating Committee shall conduct the elections at the November annual meeting.

Section 2 Activities Committee
The ActivitiesCommittee will seek service and educational opportunities that satisfy the purpose of the South Carolina Master Naturalist Program and communicate those opportunities to the members.

ARTICLE X
Parliamentary Authority

The rules contained in Robert’s Rules of Order, Newly Revised shall govern the Association in all cases where they are not inconsistent with these Bylaws.

ARTICLE XI
Amendments

Section 1 Proposed amendments
a. All proposed amendments to these Bylaws must be approved first by the Executive Board.
b. The Proposed Amendments shall then be submitted to the Association’s membership for a vote.

Section 2 Notification
a. Notice of all approved Proposed Amendments to the Bylaws shall be sent to members in written form through mail, email, or equivalent means. Additions and deletions to current Bylaws must be clearly designated.
b. Notification of Proposed Amendments must be sent at least 30 days prior to consideration; and the date, time, and place of consideration must be included.

Section 3 Membership Vote
These Bylaws may be amended at any regular meeting of the Association with a quorum present, by a two-thirds vote, provided approval and notification requirements stated in section 1 and 2 have been met.

ARTICLE XII
Dissolution

Section 1 Dissolution Vote
a. A motion to dissolve the Association may be made at any regular meeting of the Association, at any Executive Board Meeting, or at any specially called meeting as defined in Article VI Section 3.
b. Written notice must be sent to all Active Members in good standing stating time and place for a vote on the dissolution motion. This must be done at least 30 days prior to planned vote.
c. At the next Scheduled or Special Meeting, a vote will be taken. It shall require a 2/3 majority vote of all Active Members, through attending vote or through proxy vote to dissolve the Association.

Section 2 Funds
In the event that the Association should be dissolved, one half of the funds and resources will go to the foundation account of the South Carolina Master Naturalist Program and the remaining funds and resources will go to the South Carolina Wildlife Federation. In the event that the above named organizations are no longer in existence or no longer 501(c)(3)s, the board will determine an alternate 501(c)(3) organization to receive the assets.

ARTICLE XIII
Communications

Section 1 Privacy
The Association and its members shall protect the confidentiality of members’ personal information contained within the membership directory and all other materials, including a member’s mailing address, email address, and phone numbers.

Section 2 Communications
a. Electronic or print communications within the Association must pertain to the Association and its purposes.
b. Personal political and religious viewpoints and opinions are strictly prohibited. Commercial material, personal attack, invasion of privacy, and the use of obscenity are strictly prohibited.