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By-Laws

Baltimore Bird Fanciers

BY-LAWS


      Approved by the Board of Directors on August 21, 2005
      Approved by the General Membership on September 18, 2005

ARTICLE 1: NAME OF THE ORGANIZATION
The name of the organization is Baltimore Bird Fanciers, Inc., also known as “BBF” or “the Club.”
The organization is incorporated in the State of Maryland.

ARTICLE 2: PURPOSE
Section 1. BBF is a non-profit, educational organization whose purpose is to promote the welfare of pet and exotic birds. All money collected by BBF is used to attain its stated goals. No director, officer, or member profits monetarily from the Club’s activities.

Section 2. The Club endeavors to attract, encourage, advise, and instruct, to the best of its knowledge, any person interested in the art of breeding and maintaining caged birds in good health.

Section 3. The Club endeavors to create public awareness and promote the pleasures of bird keeping, breeding, and exhibiting.

ARTICLE 3: DEFINITIONS
Following are definitions of selected terms used in these by-laws:
Active Officers, Directors:
   an officer or director who does not miss three consecutive meetings.
Appointed Positions:
   positions held by members selected by the President, and approved by the Board of Directors, to perform a specific task or duty
Board of Directors:
   elected officers and directors-at-large combined.
Board Quorum:
   two-thirds of the seated board of directors.
Cause:
   actionable behavior such as misappropriation of funds, misrepresentation of the club, or activities that are injurious to the club.
Claimant:
   a person who submits a written and signed statement that defines cause.
Director-at-Large:
   a board member elected according to these by-laws.
Honorary Lifetime Member:
   a person who, by a resolution of the board of directors, is exempt from paying dues, and is entitled to full membership privileges, including voting.
Member:
   an adult who has paid the current year’s dues.
Membership Quorum:
   50% of the total membership plus one member.
Officer:
   a member elected to a specific office described in these bylaws
Supervisor of Election:
   a member who is not a candidate for office who agrees to count ballots for the election.

ARTICLE 4: MEMBERSHIP AND DUES
Section 1. Membership is open without discrimination to all persons in accordance with all local, state, and federal laws.

Section 2. Dues for the current year must be submitted with the membership application.

Section 3. Membership in the Club is a privilege. Any member can be removed for cause by a vote of the board if two members, acting as claimants, bring forth a complaint.

Section 4. Members pay annual dues as set by the Board of Directors. Dues are payable by January 31st of each year.

Section 5. Dues Structure and Proration: Full dues are payable for members joining January 1st through June 30th. One-half of the annual dues rate are paid by members joining July 1st through September 30th. Members joining after October 1st pay the full amount and their membership extends through December 31st of the following year.

Section 6. Members whose dues are not paid on February 1st are to be notified in writing by the membership chairperson via USPS mail. The member’s dues must then be paid by the February membership meeting. If the dues remain unpaid at the February membership meeting the member is removed from the membership roster.

Section 7. Honorary lifetime membership can be awarded by a 2/3 vote of the board where a quorum exists.

Section 8. A complimentary one-year membership can be awarded at the discretion of the Board of Directors.


ARTICLE 5: BOARD OF DIRECTORS

Section 1. The Board guides the operation of the Club, approves expenditures, determines special club awards, receives, hears, and deals with all grievances and/or disputes that may occur.

Section 2. The Board consists of five elected Directors-at-Large plus the four elected officers.  Persons holding appointed offices may attend board meetings and participate in discussions but do not have voting privileges on issues before the board.

Section 3. The President acts as chairperson and does not vote unless there is a tie vote, in which case the President votes to break the tie. In such incidents, the President’s decision is final.

Section 4. Votes conducted by the board require that a board quorum be present at the meeting at which the vote is held. In the event a board quorum is not present at a meeting, the meeting may be conducted for discussion purposes only.

Section 5. Board meetings may be held electronically via conference call, e-mail, or other electronic means. The same requirements outlined in Section 4 above apply to board meetings held electronically.

ARTICLE 6: DUTIES OF OFFICERS AND DIRECTORS

Section 1. All Officers and Directors are elected for a two-year term.

Section 2. The elected officers of the club are:

President:
The President presides over all meetings and generally supervises the Club’s affairs. The President appoints all committee chairs. The committee chairs are responsible for inviting and appointing members to their respective committees. A person may hold the office of President for no more than two consecutive terms.

Vice-President:
The Vice-President assumes the duties of the President in the absence or incapacitation of the President.

Treasurer:
The Treasurer is the custodian of the Club’s funds and is to keep accurate records of all receipts and expenditures. The Treasurer pays all bills and expenses as authorized by the Board of Directors. The treasurer is to prepare an annual report of the financial condition of the Club as soon as possible after the close of the fiscal year and in time for tax and regulatory filings. The Treasurer reports on the financial status of the Club at the regular Club meetings, including interim financial reports on specific club events. In the interest of disclosure, and keeping members informed, the treasurer prepares a monthly financial report that is published in the Club’s newsletter.

Secretary:
The Secretary keeps minutes of all meetings, regular or special. The Secretary maintains the official minutes book containing original minutes of membership meetings, board meetings, and board resolutions. The minutes will be published in the monthly newsletter for approval at the next regular meeting.

Board Members:
The Board Members determine the activities of the Club and will guide the operation of the Club.  They are officers of the Club.

ARTICLE 7: ELECTION PROCEDURES
Section 1. Supervisor of Election: The President names a Supervisor of Election in August of even-numbered years. The Supervisor of Election accepts nominations, verifies eligibility of nominees by conferring with the membership chair, prepares ballots, verifies eligibility of voters, mails ballots, receives returned ballots, counts the ballots, and settles contested ballots.

Section 2. Nominations: Any member in good standing may be nominated by another member in good standing or self-nominated at the nomination meeting to be held in September of even-numbered years. No second to nominations is required. If a nominee is not present at the meeting, the absent nominee will be notified of the nomination within one week by the Secretary. The nominee must then respond to the Secretary within two weeks with their acceptance of the
nomination. If no response is received, the nomination is deemed to be declined.

Section 3. Officer Nominees: All attempts will be made to present a minimum of two candidates for each office. A write-in section will be available on the ballot for all offices.

Section 4. Directors-at-Large: There are to be a minimum of six nominees for Directors-at-Large.  Each Club member may cast a vote for up to five candidates for Directors-at-Large. The five nominees with the greatest number of votes will be seated.

Section 5. Elections: Ballots are mailed to members during the first week of October in evennumbered years. The election of directors and officers is held at the November meeting in evennumbered years. The newly elected directors and officers assume their offices on January 1st immediately following the election.

Section 6. Dual Officership: No person may hold more than one elected office concurrently.

ARTICLE 8: REMOVAL FROM OFFICE, VACANCY

Section 1. Officers and Directors: Any officer or director may be removed for cause or for missing three consecutive board meetings.

Section 2. General membership: Any member may be removed from membership for cause.

Section 3. Vacancies: The board will appoint a person from the general membership to fill board and officer positions that become vacant for any reason. Such appointments will be for the remainder of the term.

ARTICLE 9. BOARD MEETINGS

The Board of Directors will meet monthly at the regular meeting to handle regular Club business.  In addition, if it is desirable, there may be additional meetings at such times and places that are agreeable to the board members. Special board meetings can be called by any of the board members if three-fourths of the board members agree that a special meeting is necessary or desirable.

ARTICLE 10. ORDER OF BUSINESS

1. President calls the meeting to order.
2. Roll call of officers and directors
3. Introduction of new members and guests.
4. Program planned for the meeting.
5. Approval of the minutes of the previous meeting.
6. Treasurer’s report.
7. Unfinished business.
8. New business.
9. General announcements.
10. Adjournment.

ARTICLE 11. REPORTS

All committee reports will be provided in writing to the secretary who will make them part of the minutes of the meeting.

ARTICLE 12. NEWSLETTER

Section 1. The Club will publish and mail to the membership and other interested clubs a monthly publication called the Chirp & Chatter.

Section 2. The Chirp & Chatter will contain at least: a meeting notice, minutes from the previous meeting, calendar of upcoming events, information of interest to members and classified advertisements (at no cost to members).

Section 3. The Chirp & Chatter may also contain paid business card advertisements from members and the general public. Fees for business card ads will be set by the board of directors.

Section 4. All articles and advertisements in the Chirp & Chatter must be for bird-related items and activities.

ARTICLE 13. ANNUAL BIRD SHOW

Section 1. At least one show will be held annually in the fall by the Club unless the club membership decides otherwise. All birds, banded or unbanded, owned by members or non-members, are eligible in the open classes of the show.

Section 2. Entry fees will be determined yearly and published.

Section 3. Trophies and ribbons may be awarded by the Club at all shows held under its jurisdiction to birds bred by members or non-members. The number and placement of awards will be determined each year by the Show Manager and Show Committee.

ARTICLE 14. SHOW AND MART MANAGER

Section 1. Both positions are voluntary and are appointed by the Board of Directors.

Section 2. Both managers will have control of and the responsibility for planning and operating the show and the mart.

Section 3. The managers may appoint the show and mart secretary, assistant show and mart managers, chief stewards of divisions, and the judges’ secretaries.

Section 4. The Board of Directors will select a facility for both events.

Section 5. The budgets for the show and the mart will be set by the Board of Directors based on recommendations by the show and mart managers.

ARTICLE 15. CLUB DISSOLUTION

Section 1. All assets held in the Club’s name will be sold.

Section 2. Any money owed will be paid beginning with that money owed to outside contracts and then to money owed to Club members.

Section 3. All residual funds will be donated to a nonprofit avian organization.

Section 4. The Club Treasurer and President will be responsible for finalizing all payments.

ARTICLE 16. AMENDMENTS

Section 1. Proposed amendments to these By-Laws must be in writing, signed by not less than three active members and presented to the Board of Directors.

Section 2. If accepted by the Board of Directors, the proposed amendment is presented to the general membership at the first general membership meeting following the board meeting at which the proposed amendment was accepted.

Section 3. The proposed amendment is then published in the next issue of the Chirp & Chatter. The proposed amendment will then be voted upon by the general membership at the first general membership meeting following publication of the Chirp & Chatter issue in which the proposed amendment was published.

Section 4. Proposed amendments to these by-laws can be passed by:
   (a) A vote of two-thirds of a membership quorum present at the general membership meeting, or
   (b) by a majority vote by mailed ballot..


The 2005 BBF By-Laws Revision Committee:
      Raymond E. Reter, Chair
      Karyn Bergmann, Counsel to the Committee
      Marianne Frattarola
      Robert Mehl
      Brian Petry, Co-counsel to the Committee
      Howard Stiefel