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Bylaws
Article I
NAME
This organization is founded under the laws of the United States of American and the State of Colorado as the Friends of Natural History Northwest Colorado (FNH).
Article II
MISSION STATEMENT
Expanding natural history education, through community partnerships.
Article III
Meetings
Section 1: Regular Meetings
The Board of Directors shall meet at least monthly. The Executive Director shall notify each of the board members of the time and place of these meetings. Written notice of all FNH meetings must be given at least five (5) days in advance unless otherwise stated.
Section 2: Annual Meeting
The annual meeting of the board will be held during the first six (6) months of each year. The time and place will be fixed by the Board of Directors and notice will be provided at least twenty (20) days before the meeting. Notice may be given by e-mail, in the FNH newsletter, published in a newspaper with general distribution, via social media and/or on a radio station with sufficient local coverage.
Section 3: Special Meetings
General meetings of FNH may be called by the board president at any time, or upon petition in writing of twenty-five percent (25%) of the members in good standing or community petition.
A. Notice of special general meetings will be provided to members at least five (5) days before such meetings.
B. Board meetings may be called by the president at any time or by the Board of Directors upon written application of three (3) members of the board. Notice stating the purpose of the meeting will be given to each board member at least one (1) day before the meeting.
C. Committee meetings may be called at any time by the president or by the committee chairperson.
Section 4: Quorums
A. At any duly called meeting of the general membership of the FNH, the members present shall constitute a quorum.
B. A simple majority of the seated board members in attendance at a regularly scheduled board meeting constitutes a quorum of the board, a simple majority of elected board members constitutes a quorum at a special meeting and a simple majority of elected officers constitutes a quorum of the executive committee. A single majority of duly appointed committee members in attendance constitutes a quorum during committee meetings.
Section 5: Notices, Agenda, Minutes
An advance agenda and minutes must be prepared for all meetings. A detailed outline for preparation of both is part of this organization’s policies and procedures manual.
Article IV
Board of Directors
Section 1: Board terms and composition of the Board
A. The Board of Directors will be composed of no fewer than 3 and no more than 13 members, one-third (1/3) which will be elected annually to serve for 4 years. If a member has been appointed mid-term, he or she will serve until the end of that term. Board seats vacated mid-term may be filled during the next election if there are sufficient candidates and each candidate has received a minimum of 50% of total votes cast by the membership. Directors appointed to vacated seats will serve for the remainder of the term.
B. The immediate past president will automatically be a member of the board. In the event that his or her term has expired he or she will continue to be a member, and the board may consist of up to 14 members for that year.
C. Directors are not limited in the number of terms they serve; however, at no time can more than 50% of the board of directors have held a seat for more than two consecutive terms, in which case, a voluntary resignation will be sought from among those directors. If none is forthcoming, the board member who has served the longest term will be ineligible for re-election.
Section 2: Selection and Election of Directors
A. Nominating Committee: At the regular July board meeting, the president shall appoint, subject to approval by the Board of Directors, a nominating committee of at least three (3) FNH board members. The president shall act as the head of the committee. The executive secretary will place a notice of election in the FNH July newsletter, and other forms of communication that are available and appropriate, requesting that members interested in serving on the Board of Directors submit a letter of interest to the nominating committee. It shall be the duty of the nominating committee to present a list of at least four (4) candidates for election to the Board of Directors at the August board meeting.
B. Qualifications: Each candidate must be an active member in good standing, dues current and have agreed to accept the responsibility and time commitment of a director. The nominating committee shall make all reasonable efforts to ensure that the board is comprised of business leaders and that the composition of the board reflects the diversity of the FNH's members and is not weighted toward any specific industry.
C. Publicity of Nominations: Upon receipt of the report of the nominating committee, if the election is contested, the executive director shall, within the month of September, e-mail and mail a ballot listing the names of persons nominated as candidates for directors along with a notice of election to the membership. The ballot shall include space for write-in candidates.
Election: After counting the returned ballots, the president, at the October board of director's meeting, shall announce the new directors for the next term.
Section 3: Seating of New Board Members
All newly elected board members shall be seated at the first regular January board meeting and are voting members thereafter. Retiring Board members continue to serve until the end of the previous fiscal year. All newly elected board members will be invited to attend the meetings at which the board of directors approves the next year's budget and elects the next year's executive committee. Newly elected directors may vote on only those two issues until they are officially seated as board members.
Section 4: Vacancies
A. Resignation: Any Director may resign by notification to the Board president or the Board of Directors.
B. Change of affiliation: Should any board member change their business affiliation during the term of their elected directorship, that seat shall automatically be resigned and declared vacant.
C. Removal: A member of the Board of Directors absent from four regular meetings of the Board of Directors in a single calendar year is automatically dropped from the board, unless confined by illness or other absence approved by a majority vote of the Board of Directors. Any member of the Board of Directors may be removed based on the good faith determination by a majority of the board that the director has engaged in conduct contrary or damaging to the FNH or the aims of the FNH.
D. Appointment: Vacancies on the Board of Directors or among the officers for an unexpired term are filled by a majority vote of the Board of Directors.
E. Vacancies: The board may, by majority vote of the remaining members, choose to not fill a vacant seat by a majority vote of the remaining duly seated board members in which case, the remaining number of elected board members becomes the entire board. A simple majority of the authorized number of board members is a quorum for the transactions of business.
Section 5: Policies and Procedures
The procedure and policy-making responsibilities of the FNH are functions of the Board of Directors, which controls FNH property and is responsible for FNH finances and directing FNH affairs. The policies and procedures are maintained in a policies and procedures manual, to be revised as necessary and undergo a formal revision no less than every three years.
Section 6: Management
The Board of Directors shall employ an executive director and a paleontological curator and shall fix salaries and other considerations of the director's and curator’s employment.
Section 7: Indemnification
The FNH may, by resolution of the Board of Directors, provide for indemnification by the FNH of any and all of its directors of former directors against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding, in which they or any of them are made parties, or a party, by reason of having been directors at the FNH. Matters in which such director is liable for negligence or misconduct in the performance of duty as a director and such matters as are settled by agreement predicated on the existence of such liability for negligence or misconduct are not indemnified
Article V
Board Officers
Section 1: Election of Board Officers
The Board of Directors (new and retiring directors), at its October meeting, shall reorganize for the coming year. The board shall elect a president, vice president and treasurer. Names of nominees for board officers may be submitted in writing by any director at or before the October Board of Director's meeting. The executive director shall prepare, distribute, and tally ballots. A board member who is not on the ballot must verify the results. Newly elected officers will be announced during the October meeting.
Section 2: Duties of Officers
A. President: The president is the chief elected officer of the FNH Board of Directors and shall preside annual meetings of the membership, board of directors, and executive committee. The president shall, with advice and counsel of the vice-president, treasurer, and executive director, define the mission and/or objectives of all committees subject to the approval of the Board of Directors.
B. Vice-President: The duties of the vice-president are as the title by general usage would indicate, as well as those that may be assigned by the president and Board of Directors.
C. Treasurer: The treasurer shall. be responsible for the safe-guarding of all funds received by the FNH and for their proper disbursement. These funds will be kept on deposit in financial institutions or invested in a manner approved by the Board of Directors. The treasurer shall give a monthly financial report to the board. A current record of all financial transactions will be recorded by the executive director and kept on file in the FNH office.
D. Secretary. The Secretary shall be responsible for
Article VI
Finances
Section 1: funds
A. The treasurer is directed to establish a general operating fund for the use of the FNH. The account shall require a dual signature for all checks and for expenditures more than five hundred dollars ($500).
B. All money paid to the FNH will be placed in a general operating fund or specialty account as directed by the board of Directors.
Section 2: Disbursements
Upon approval of the budget, the treasurer, president, vice-president or executive director are authorized to make disbursements on accounts for expenses provided for in the budget without additional approval of -he Board of Directors. It is The responsibility of the executive committee and/or board treasurer each month to -review disbursements for compliance with the FNH's bylaws and policy and procedures
Section 3: Fiscal Year
The fiscal year of FNH is July. 1 through June 30.
Section 4: Budget Committee
The executive director will present a craft budget to the members of the budget committee in October of each year. The budge- committee shall include no less than three members of the board and the executive director. The board treasurer serves as the committee chair. The budget committee will present the budget to the Board of Directors at their regularly scheduled meeting in December or at a specially called meeting before the beginning of the next year. Newly elected directors along with the existing board members have voting rights for budget approval.
Section 5: Financial Review
A compilation report of FNH's financial records shall be conducted annually, in conjunction with the annual tax report to be provided by a certified public accountant. A formal audit will be conducted every three years.
Section 6: Bonding
The executive director and such other officers, directors and staff as the Board of Directors may designate, will be bonded by a fidelity bond or applicable insurance, in an amount set by the Board of Directors and paid for by the FNH.
Article VII
Dissolution
If the Friends of Natural History is dissolved, any funds remaining after the costs of dissolution and windup have been paid will be distributed to one or more regularly organized and charitable, educational, scientific or philanthropic organizations with similar goals and objectives as the FNH, as defined in IRS Section 501 (c) selected by the Board of Directors.
Article VIII
Parliamentary Authority
The current edition of Robert's Rules of Order is the final source of authority on ail questions of parliamentary procedure when such rules are not inconsistent with the Charter or bylaws of the Friends of Natural History.
Article XI
Amendments
These bylaws may be amended only by a two-thirds (2/3) vote of the FNH's general membership present at any properly noticed regular or special meeting. Any proposed amendments must be submitted to the board and membership at least ten (10) days in advance of the meeting at which they are to be considered.
l, Michael Holloway, certify that these bylaws were adopted by the membership of the Friends of Natural History 30th day of March, 2022.