(As amended 22 April 2022)
1. This Club shall be composed of persons interested in the biological sciences and particularly in the promotion of research upon the fauna and flora of the District of Columbia area.
2. Wherever in these Bylaws the word Club is mentioned, it shall be taken to mean the corporation, and the word member or members of the Club shall mean member or members of the corporation.
1. There shall be three classes of members, namely, active, emeritus, and nonresident members.
2. Active members shall be persons resident in the District of Columbia or vicinity. The annual dues for active members and for nonresident members shall be set by the Board of Managers. They are payable in advance by April 1, and any member more than three years in arrears may be dropped at any time by vote of the Board of Managers. Such action by the Board of Managers shall be taken only after a letter from the President fails to return a member to good standing in the Club.
3. An entrance fee set by the Board shall be paid by each new member.
4. Active members who move from the District of Columbia or vicinity in order to reside elsewhere shall be placed on the nonresident list. On their return to residence in the District of Columbia or vicinity, they shall automatically return to the active list.
5. Long-standing members no longer able to participate in Club activities may request emeritus status. They shall retain the same privileges. Members may also qualify for emeritus status when they reach the age of 75 or have been a Club member for 30 or more years. Emeritus members pay no dues and are removed from the duty roster. Emeritus members do not count against the limit on number of active members.
1. The officers of the Club shall consist of a President, a Vice-President, a Secretary, and a Treasurer, each of whom shall be elected annually, and six Managers. Three of the Managers shall be elected each year for two-year terms and may not be reelected until at least one year after serving a term. These officers, together with the ex-presidents, shall constitute the Board of Managers; and wherever in these Bylaws the word Board occurs, it shall be taken to mean the Board of Managers.
2. The President shall preside at meetings of the Club and of the Board. If the President is absent or incapacitated, presidential duties shall be performed by the Vice-President. The President shall, with the Secretary, sign as necessary all written contracts and obligations of the Club and attest its corporate seal, and shall perform such other duties as the Board may assign.
3. The Secretary shall keep minutes of all meetings of the Club and of the Board, shall have charge of the records and correspondence of the Club, and, jointly with the President, shall sign as necessary all written contracts and obligations of the Club and attest its corporate seal.
4. The Treasurer shall be the custodian of the fiscal assets of the Club, shall collect all dues, shall make disbursements in conformance with approved Club practices and special programs, and shall have authority upon approval of the Finance Committee to buy and sell securities and otherwise transfer fiscal assets of the Club. This authority shall serve as a standing resolution for future use. The Treasurer shall be bonded, the books shall be audited annually by a committee appointed by the President. The Treasurer shall present a current financial statement at each annual meeting of the Club, and as otherwise called for by the President or the Board of Managers, and shall file other fiscal reports as required. 5. The Board of Managers shall be empowered to elect new members to the Club and transact all business not otherwise provided for, and shall have power to fill vacancies in its own membership until the next succeeding annual election; it shall meet twice yearly, in October and March, for the election of new members and the transaction of other business, or at any other time at the call of the President, or the written request of any three of its members. Five shall constitute a quorum at any meeting of the Board.
ARTICLE IV—Standing Committees
1. There shall be five standing committees: a committee on books and photographs, a committee on finance, a committee on house and grounds, a committee on membership, and a committee on research. The members of these committees shall be appointed annually by the President and shall perform their duties under the direction of the Board of Managers.
2. The Committee on Books and Photographs shall have custody of the Club’s literature, photographs and archives.
3. The Finance Committee, together with the Treasurer, shall manage the Club’s fiscal assets, determine and carry out the Club’s investment program within policy guidelines and program objectives established by the Board of Managers, and evaluate for the Board major proposals for the Club’s program expenditures.
4. The House and Grounds Committee shall have charge of purchasing furniture and supplies, engaging employees, keeping the property of the Club in good order and repair, and enforcing such regulations for the guidance of members and guests as the Board of Managers may authorize.
5. The Committee on Membership shall review the nominations for new active and emeritus members, as provided in Article VII, Sections 2 and 3, and advise the Board of Managers as to their qualifications for election to membership.
6. The Research Committee shall recommend research objectives and priorities to the Board of Managers; shall arrange for research programs to meet approved objectives and priorities; shall receive and approve all proposals for research programs, avoiding duplication and conflict; shall monitor the progress of and record the results of approved research programs; and shall receive and review applications for research and publication grants and recommend approval or disapproval of such applications to the Board of Managers.
1. The annual business meeting of the Club shall be held in April of each year, at the call of the Board of Managers, notice thereof to be submitted to all members at least one week in advance. At this meeting the President, the Secretary, and the Treasurer shall submit reports on the condition of the Club, and officers for the ensuing year shall be elected.
2. Business meetings of the Club shall be held at such other times as the Board may determine, or at the call of any five members of the Club. One-fourth of the total active membership shall constitute a quorum at any meeting of the Club.
3. The traditional field meetings of the Club may be held at such times and places as the Board of Managers may decide to be appropriate.
ARTICLE VI—Electronic Voting
1. In the event that actions are necessary with such time restrictions that a special Board meeting cannot be scheduled quickly enough to deal with an unexpected item of business, an electronic ballot may be called by the President or by twenty percent (20%) of the members of the Board of Managers then in office.
2. A discussion of the issue in question must be held by electronic mail prior to any vote. All Board members shall be given the opportunity to participate in the discussion, which shall be summarized as part of the Board minutes.
3. A simple majority vote of the Board of Managers shall decide the issue in question.
4. The vote must be recorded by the Secretary as part of the Board minutes. The results of the vote shall be posted for all members of the Club to review.
1. The officers of the Club shall be elected by ballot at each annual meeting, and shall serve until the close of the meeting at which their successors are chosen. A majority of the votes cast shall be necessary to elect.
2. Active members shall be elected by the Board of Managers according to the following regulations:
a. Candidates shall be proposed in writing to the Membership Committee through the Secretary of the Club, stating their qualifications, by not less than three members of the Club, at least one of whom is not a member of the Board of Managers.
b. At least three weeks previous to each Board meeting at which members may be elected the Secretary shall mail to each member of the Club a list of the candidates proposed for active membership and recommended by the Membership Committee which may be acted upon at the next meeting of the Board of Managers. Members may address written comments about the candidates to the Board through the Secretary.
c. Candidates for membership recommended by the Membership Committee shall be voted on by the Board of Managers in the order in which they were proposed, except that by unanimous consent, two names may be taken from anywhere in the list. Not more than five new members may be elected at any one meeting of the Board. Successful candidates must receive affirmative votes from two-thirds of the Board Members voting. Candidates not acted on shall retain their position on the list and may be acted on at subsequent meetings. Candidates rejected shall not again be proposed for membership within one year.
d. A member-elect must pay the admission fee and one year’s dues within two months after election (unless the member-elect resides outside the limits of the United States).
e. Immediately after an election the Secretary shall notify the sponsors of each candidate voted upon, and as promptly as possible shall send to each member of the Club a list of those who have become new members.
f. Letters received by the Board in conformity to Section b shall be held within the confidence of the Board, and when not longer needed shall be returned to the writers thereof.
3. Emeritus members shall be elected by the Board of Managers according to the same regulations as for active members, except that active members may be elected to emeritus membership by the Board of Managers at any time.
1. Upon dissolution of the Club, the Board of Managers shall distribute the assets and accrued income of the Club, as determined by the Board of Managers, to one or more organizations which also comply with U. S. Internal Revenue Service requirements for scientific and educational status, or for exemption as agricultural, horticultural, or labor organizations.
1. These Bylaws may be amended by a two-thirds vote of the members present at any business meeting of the Club; but notice of the proposed amendment must be submitted in writing to all members of the Club at least two weeks in advance.