Enacted September 30, 2024

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ARTICLE I: PLACE OF BUSINESS

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Section 1:

The principal office for transaction of business of the Western Bird Banding Association, here forth known as WBBA or the Corporation, shall be located at Santa Clara County, California.

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ARTICLE II: TERRITORY

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Section 1:

The territory of this Association, known as the Western Province, shall include those states of the United-States of America which lie wholly west of the 100th Meridian, including Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington and Wyoming; and that part of Canada which lies wholly west of the 110th Meridian, including the provinces of Alberta, British Columbia, and the Yukon Territory; and that portion of Mexico which lies west of the summit of the Sierra Madre Oriental.

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ARTICLE III: DIRECTORS

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Section 1: Number of Directors

The authorized number of Directors of this Corporation will be from three (3) to twelve (12), composed of up to five (5) persons elected as Officers, as set forth in Article IV, Section 1, and up to seven (7) general board members. The persons elected as Officers, and as general board members, will constitute the Directors of this Corporation, hereforth referred to as the Board, Directors, or Board of Directors (BOD). The WBBA editor for North American Bird Bander will serve as an ex officio board member.

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Section 2: Powers of Directors

The management and control of the affairs of WBBA shall be vested in the Directors. Said powers shall include the power to make rules and regulations, not inconsistent with the laws or the Articles of Incorporation of these By-Laws, for the guidance of the Officers and management of the affairs of the Corporation.

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Section 3: Nomination of Directors

The nomination of Directors shall be by a nominating committee appointed by the President at least ninety (90) days prior to the annual meeting. The nominating committee will consist of three (3) Members in good standing, which shall present a slate at the Corporation’s next annual meeting, nominating candidates for the Board of Directors of the Corporation. Additional nominations may be made from the floor if the consent of the nominee has been obtained. No Member shall be nominated or elected unless they are in good standing and are not delinquent in the payment of dues for the current year.

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Section 4: Election of Directors

Election shall be by a majority of those persons voting at the annual membership meeting, or during an election conducted by mail or electronic means, including those voting by proxy. The Board may, at its discretion, appoint Regional Directors for major geographical areas in the Western Province where no local chapters exist.

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Section 5: Terms of Service

Each General Board Member shall serve a term not to exceed two (2) years. No Officer except the Treasurer and Membership Coordinator will hold the same office for more than three successive terms, or six (6) years. After lapse of at least one term, any such Officer will be eligible for the same office. This restriction will not prohibit a Director from holding a different office following the expiration of three (3) successive terms in one particular office. The term of office of a Director shall begin immediately following their installation at the meeting at which they are elected and shall continue until their term ends. Vacancies occurring on the Board before the end of a Director’s term is completed shall be filled by the remaining members of the Board to serve until the next WBBA annual meeting.

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Section 6: Board of Directors Meetings

The Board of Directors shall meet at least once a year in conjunction with the annual meeting of the Members. The Board can meet more than once a year at the request of the President. A Special Meeting of the Board for any purpose or purposes whatsoever may be called at any time by the President, or if absent, or unable, or refuses to act, by the 1st Vice President, or by any two Directors, upon due notice in writing, or electronically, given to each Director at least ten (10) days in advance of any such Special Meeting.

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Section 7: Quorum

A majority of the elected number of Directors shall be necessary to constitute a quorum of the Board for the transaction of the Corporation business.

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ARTICLE IV: DUTIES OF THE DIRECTORS

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Section 1: The Officers

The Officers of the Corporation will be a President, Vice President, Secretary, Treasurer, and Membership Coordinator. One person may undertake the duties of two Officers at the same time.

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Section 2: The President

The President shall preside at all meetings of the membership and of the Board. The President shall be a regular voting member of the Board. The President shall be an ex officio member of all committees of the Membership, but shall not vote as such a member except in the event of a tie vote when they may cast the deciding vote. The President may call Special Meetings of the Board as prescribed in Article III, Section 6.

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Section 3: The Vice President

It will be the duty of the Vice President to perform the duties of the President in the case of death, resignation, absence, or disability of the President. The Vice President will be responsible for arranging the program of the forthcoming annual meeting. Additionally, the Vice President will serve as an official member of the Grant Committee to assist in reviewing grant proposals and selecting grant recipients, help to assure the process runs in accordance with guidelines and on schedule, and keep the rest of the Board informed of the Committee’s actions. The Vice President further will have such other duties as may be assigned by the Board.

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Section 4: The Secretary

It shall be the duty of the Secretary to keep the minutes of all meetings of the membership and of the Board and to take charge of all books, documents, and papers belonging to the membership properly coming into the care of their office, and they shall also perform such other duties as may be prescribed by the Board. In the absence of the Secretary from any meeting of the membership or of the Board, the President shall appoint one of the members of the Board to serve as Secretary pro tempore.

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Section 5: Treasurer

It shall be the duty of the Treasurer to receive all funds of every nature collected by the membership or by the Board and deposit same to the credit of the Corporation in any bank or trust company approved by the Board; and to keep current financial accounts thereof, as well as other monies belonging to the Corporation. They shall issue checks authorized by the President or Vice President. They shall present to the Board at Board meetings and to the membership at the annual meeting, or at any time upon request by the President, a statement of receipts, expenditures and condition of the finances of the Corporation. It shall be a duty of the Treasurer to prepare a tentative budget each year. This tentative budget shall then be approved by the Board at the WBBA annual meeting, or by mail. The Treasurer shall, at the expiration of their term of office, removal, or resignation, transfer all funds, books, papers, and all other property of the Corporation, to their duly selected successor in office, or to some other person designated by the Board.

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Section 6: Membership Coordinator

It will be the duty of the Membership Coordinator to maintain the Member database; notify Members when their memberships are about to expire; supply address labels to the journal editor for each issue; track membership trends; develop and implement ways to publicize the organization, attract new Members, keep current Members, and regain lost Members; and report to the rest of the Board on all membership-related issues.

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Section 7: General Board Members

Members of the Board of Directors who are not Officers have the following responsibilities: participate in at least one committee as a chair or member, form working groups, assist in organizing annual meetings, perform fund raising as needed, and perform other tasks as needed.

 

Section 8: Immediate Past President

The Immediate Past President shall serve as a General Board Member for a minimum of one (1) term. It shall be the duty of the Immediate Past President to help in the transition to new Officer positions.

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ARTICLE V: MEMBERSHIP

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Section 1: Eligibility for Membership

Any person, irrespective of their place of residence, who is interested in bird banding and who subscribes to the purposes of the Corporation, may become a Member upon the payment of dues.

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Section 2: Classes of Membership

There shall be seven classes of membership as follows:

(a) Regular Members will be all persons interested in bird banding.

(b) Student/Intern Members will be available for two years before transitioning to Active membership

(c) Institutional Members will be any and all institutions, organizations, agencies, etc.

(d) Life Members will pay a lump sum and will be relieved of all further dues.

(e) Sustaining Members will pay dues twice the amount of those of Regular Members.

(f) Non-subscribing Members will be Regular Members who do not wish to receive the publications of WBBA.

(g) Honorary Members may be elected by the Board for merit in bird banding work, or service to WBBA, upon nomination of four or more Members. Honorary Members will be relieved of all dues.

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Section 3: Membership Dues

All classes of membership except Life and Honorary will expire after a period of one year. The Board will consider the amount of membership dues on an annual basis.

 

Section 4: Member Vote

Every Member, regardless of class of membership, will have one vote.

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Section 5: Expulsion of Members

Any Member who shall deliberately falsify a record or inflict cruelty on birds, which he handles, shall be subject to summary dismissal from the Corporation by a majority vote of the Board. Leaving traps or nets unattended for long periods of time shall be considered cruelty within the meaning of this section.

 

Section 6: Non-discrimination

WBBA welcomes and encourages participation by all and does not discriminate on the basis of race, color, religion, gender identity or expression, sex, sexual orientation, age, disability, marital status, national origin, ancestry, veteran status, genetic information, or any other classification protected by federal, state or local law.

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ARTICLE VI: MEETINGS OF THE MEMBERSHIP

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Section 1:

There shall be an annual meeting of the Corporation at a time and place determined by the Board. In addition to the business meeting and the election of Directors, the annual meeting shall promote the display of work accomplished by Members and others, including papers embodying the results of their work. Notice of the annual meeting and proxy statements shall be mailed or transmitted electronically to each Member at least thirty (30) days in advance of the meeting date. Special Meetings of the Members may be held at such time and place as the Board shall determine, or when a request is made to the President in writing by at least twenty (20) Members. There shall be at least thirty (30) days advance notice of special meetings of the membership. Voting shall be decided by an absolute majority of legitimate votes cast unless otherwise stated in these Bylaws.

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ARTICLE VII: PUBLICATIONS

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Section 1:

The official publication of WBBA shall be the North American Bird Bander, published according to agreement with one or more other North American bird banding organization(s). The WBBA Editor of the official publication shall be an ex officio member of the Board. All classes of Members shall receive the publication unless they elect not to. This section of the Bylaws shall not be construed to prevent publication of an independent journal should WBBA wish to terminate its publishing agreement with other organizations.

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ARTICLE VIII: LOCAL CHAPTERS

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Section 1:

Members of the Corporation anywhere in the Western Province shall be encouraged to form local organizations to be known as chapters and to be affiliated with this Corporation. Such chapters shall elect their own Officers, do their own financing, and hold meetings at their own pleasure, and shall be autonomous from this Corporation. Membership in one chapter shall not prevent membership in other chapters. Only Members of this Corporation, however, shall be eligible for membership in a chapter formed under this Corporation.

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ARTICLE IX: AMENDMENTS

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Section 1:

These Bylaws may be amended by a two-thirds (2/3) majority of those voting at the annual meeting of the membership either personally or by proxy, or if authorized by the Board, in a mail or electronic ballot, provided that in either case, notice of the proposed action shall have been sent to each Member of the corporation thirty (30) days before the date of the vote.

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ARTICLE X: EFFECTIVE DATE

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Section 1:

These By-Laws shall become effective immediately upon their adoption.

 

ARTICLE XI: INDEMNIFICATION AND INSURANCE

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Section 1: Indemnification

WBBA shall, to the extent provided by applicable law, indemnify all present and former officers, directors, employees and agents against any expenses, including attorney’s fees, judgements, fines and amounts paid in settlement actually and reasonably incurred in connection with any action or proceeding in which they were made parties by reason of their being or having been officers, directors, employees or agents of the Corporation, except with respect to actions that were either illegal, undertaken in bad faith, or beyond the scope of authority granted to any such person.

 

Section 2: Insurance

WBBA may purchase insurance to cover its potential liability, including its liability for indemnification as provided above, for any present or former officer, director, employee or agent.