BYLAWS OF THE COOPER ORNITHOLOGICAL SOCIETY AUGUST 2006

I. MEMBERSHIP
(1) Requirements. Any person may become a member of the Cooper Ornithological Society (hereafter the "Society") upon payment of dues. A member may be expelled for good cause by vote of the Board of Directors of the Society (hereafter the "Board"). No member may transfer membership, or any right arising therefrom to another person. All rights of a member in the Society shall cease upon death or other termination of membership.

(2) Classes and dues. The classes of membership, dues, and subscription rates shall be as determined by the Board. Members may change their class of membership at the time of remittance of dues. Every life membership conferred by the Society previously or in the future, regardless of whether or not this class is currently available, shall remain in force until the recipient dies, resigns from the Society, or requests a change in class; dues additional to the original full payment shall not be levied by the Society.

(3) Rights. All members not in arrears for dues shall be entitled to receive The Condor and be entitled to all benefits accruing to their particular class of membership in the Society. Each member shall be entitled to one vote in elections or other matters brought before the membership.

(4) Honorary membership. Honorary membership may be conferred, by a majority vote of the Directors present at any Board meeting, on members of the Society who have rendered outstanding service to the Society. Honorary members shall receive a certificate of a form determined by the Board and signed by the President, shall be exempt from all dues, and shall be entitled to all the rights and privileges of dues-paying members. Nominations for honorary membership may come from a duly appointed Nominating Committee (see IV (5) (f)), but the Board shall not be limited, in its power to elect honorary members, to candidates submitted by such committee.

II. BOARD OF DIRECTORS
(1) Composition and qualifications. The Board of Directors shall consist of nine persons, hereafter termed the "Directors," elected by the Society membership (except as provided in II (7)). The Directors shall be divided into three classes, serve staggered terms, and each have one vote. Non-voting, ex officio members shall include all incumbent officers of the Society who are not elected Directors, the chief Editors, the most recent Past-President of the Board, and all chairpersons of standing committees. Only members of the Society in good standing may become Directors or ex officio members of the Board.

(2) Election. Directors, other than those elected by the Board to fill interim vacancies, shall be elected by a mail ballot sent to all eligible Society members or by electronic means as determined by the Board. The Secretary shall mail hard copy ballots or instructions for electronic voting to the members at least 120 days prior to the start of the Regular Business Meeting at which the Directors are to be elected. Members may vote for no more candidates than the number of vacancies to be filled, and any ballot showing votes for more candidates shall not be counted. Membership shall be verified. To be valid, a ballot must be received by the Secretary not later than 90 days prior to the start of the Regular Business Meeting. The number of persons receiving the largest number of votes shall be deemed elected. The successful candidates are to be immediately notified and invited to the next regular Board meeting, where they will be eligible to vote in the election of new officers.

(3) Term. Each Director shall take office for a three-year term immediately upon adjournment of the final session of the regular Board meeting and shall at that time be eligible to vote in elections for officers. Directors shall not be eligible to succeed themselves or fill a vacancy on the Board until at least one year has passed since the completion of their previous term.

(4) Powers. The Board shall have the power and authority under the direction of the membership to:

(a) Levy and collect assessments upon all members of the Society.

(b) Call meetings of the membership of the Society when it deems the same necessary.

(c) Adopt, by resolution, rules and regulations not inconsistent with the laws of the State of California or with the Bylaws of the Society for the guidance of the Officers in the management of the affairs of the Society.

(d) Conduct, manage, and control the affairs and business of the Society.

(e) Contract for, incur, or create indebtedness in any lawful manner and in any amount required for the purposes of the Society; secure the same by deed of trust or mortgage upon the real property of the Society in the manner provided by law; make, do, or perform any acts necessary or proper to carry out all of any of the purposes of the Society; make and enter into contracts, perform and enforce the same, and issue bonds, debentures, and other evidence of indebtedness to secure obligations of the Society in the manner provided by law.

(f) Keep an accurate record of all its meetings and acts and also of all meetings of the Society.

(g) Supervise all acts of the Officers and employees and cause the monies of the Society to be kept safely, directing where the same shall be kept or deposited.

(h) Invest surplus funds of the Society or funds in the Endowment Fund in stocks and other securities.

(i) Choose editors for publications of the Society, review editorial policy, and approve the financing and issuing of publications.

(j) Determine the scientific and educational policies and undertakings of the Society.

(k) Act on matters concerning conservation, with or without resolution by the Society membership (see IV (5) (b)).

(5) Meetings of the Board.

(a) Regular meetings. The Board shall hold a regular meeting during each Annual Meeting of the Society.

(b) Special Meetings. Special meetings of the Board for any purpose may be called at any time and place by the President, the President-elect, or any three Directors. Such a meeting shall be held upon at least seven days' notice by first class mail or at least 48 hours notice given personally or by telephone, facsimile transmission, or other electronic means of communication.

(c) Action without a meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if at least 2/3 of the Board shall consent in writing or by telephone, facsimile transmission, or other electronic communication to such action.

(6) Quorum. A majority of the currently serving Directors constitutes a quorum for the transaction of business at any Board meeting.

(7) Vacancies. Vacancies on the Board may be filled by a majority vote of the remaining Directors, although less than a quorum, or by the sole remaining Director, and each Director so elected shall hold office until the expiration of the term of the replaced Director or until such replacement Directors' successor has been elected and qualified.

(8) Compensation. All Directors and Officers shall serve without compensation, except that the Board may, if it deems it advisable, provide compensation for Officers. At the discretion of the Treasurer, subject to approval by the Board, the Directors and Officers may be reimbursed for expenses reasonably incurred by them in the performance of their duties.

III. OFFICERS
(1) Offices and qualifications. The Officers of the Board and Society shall be a President, President-elect, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, Editor of The Condor, Editor of Studies in Avian Biology, and such other Officers as the Board may from time to time elect. A person may hold only one of these eight offices at a time. No Officer need be chosen from among the Directors, but Directors shall be eligible for such offices.

(2) Nomination. Nominations for all offices shall come only from Directors.

(3) Election.

(a) Officers shall be elected by the Board during the regular Board meeting. The president may appoint ad hoc committees to find willing candidates for any or all of these positions. The person receiving the highest number of votes for each office shall be elected.

(b) If the President's term does not expire at said meeting, the President shall announce the dissolution of the old Board and the seating of the new Board, including the newly elected Directors. The President will conduct elections of the chief Editors (if necessary), and the remaining Officers, except a President-elect. If the President's term expires at said meeting, the President shall announce the dissolution of the old Board and the seating of the new Board, including the newly elected Directors, and call for confirmation of the President-elect as President. If the President-elect is not confirmed, or is unwilling to serve as President, the Board will nominate a slate of candidates and elect a President, as specified in Section III(3) (a). The newly-elected President will conduct elections of the chief Editors (if necessary) and the remaining Officers
    
(4) Terms. Each Officer shall take office immediately upon adjournment of the final session of the regular Board meeting. The President and President-elect shall each serve two-year terms; other Officers shall be elected for one-year terms. Officers may serve successive terms.

(5) Powers and duties.

(a) President. The President shall be the chief executive of the Society and the President of the Board. The President shall preside at all meetings of the Board, except as noted above, and of the Society, direct and administer all affairs of the Society, subject to the direction of the Board, and perform such other duties as specified by the Board or these Bylaws. The most recent Past-President, if not at that time a Director, shall remain as a non-voting, ex officio member of the Board throughout the term of the succeeding President. The President shall be responsible for soliciting invitations for future Annual Meetings. The President shall have the authority to appoint COS representatives subject to approval by a simple majority of the Board to organizations that share the goals of the COS to enhance the science and practice of ornithology and the conservation of birds. The Board shall approve the participation of the COS in such partner organizations.

(b) President-elect. The President-elect shall, upon request, assist in carrying out the duties of the President; and in the absence of the President, perform the duties of said office, and with the knowledge of the President, conduct such business as necessary to facilitate the transition to the Presidency.

(c) Secretary. The Secretary shall keep a record of the meetings of the Board and of the Society and shall discharge such other duties as pertain to the office or are prescribed by the Board or these Bylaws.

(d) Assistant Secretary. The Assistant Secretary shall assist the Secretary, and in the absence of the Secretary shall perform all duties of said office.

(e) Treasurer. The Treasurer shall safely keep all moneys belonging to the Society, disburse the same by checks countersigned by such other Officers as shall be designated by the Board, and draft the budget for each year. If the Treasurer is unable to serve, such checks shall be signed by the Officer designated by the Board. The Treasurer shall receive, or cause to receive, donations, all dues from members, subscriptions to Society publications, and payments for properties of the Society as may be authorized for sale by the Board, issue receipts for same when requested, and discharge such other duties as normally pertain to this office or as may be prescribed by the Board or these Bylaws.

(f) Assistant Treasurer. The Assistant Treasurer shall assist the Treasurer, and in the absence of the Treasurer, shall perform all duties of said office.

(6) Vacancies. Any unexpected vacancy in any office shall be filled by vote of the Board. An Officer so elected shall hold office until the expiration of the term of the replaced Officer or until such replacement Officer's successor has been elected and qualified.

IV. COMMITTEES OF THE BOARD
(1) Establishment. To assist in carrying out its duties, the Board shall have standing and ad hoc committees, including those herein specified, as well as any others that may be established. Standing committees shall be established by vote of the Board, and ad hoc committees, by action of the President.

(2) Powers and duties. The powers and duties of each standing committee shall be as prescribed by the Board and these Bylaws. Each committee may adopt procedures for its own management not inconsistent with these Bylaws or with rules adopted by the Board. Committee actions shall be subject to approval by the Board. The chairperson of each committee shall give to the Secretary of the Board the names and addresses of all regular and ex officio members of that committee. The chairperson of each standing, but not ad hoc, committee shall become a non-voting, ex officio member of the Board during tenure as chairperson. Each standing committee shall report to the Board at the Annual Meeting and when otherwise requested to do so. At the request of the committee chairperson, the President may waive a report.

(3) Number of members. The number of regular members for each committee shall be as determined by the President or as specified below.

(4) Appointment and term of office. The chairpersons of all committees shall be appointed by the President or other officer so designated by the President. Any member of a committee may be removed by the Board whenever, in its judgment, the best interests of the Society would be served. Except as otherwise restricted in these Bylaws, the following hold: the chairperson of each committee may be chosen from the membership at-large and shall appoint the other regular, as well as ex officio, members of that committee; each committee member shall serve from the time of appointment until the end of the ensuing regular Board meeting or until a successor is appointed, and may serve any number of consecutive terms.

(5) Standing committees. The standing committees shall include:

(a) Bylaws. This committee shall periodically review the Bylaws and, if desired by the committee or Board, present to the Board recommendations for amendments. The chairperson shall be a Director. This committee shall have three regular members.

(b) Conservation Committee. This committee shall assist and inform the Board in matters of conservation of birds and their habitats. Duties can include the drafting of resolutions concerning conservation, the dissemination of approved resolutions to the appropriate parties, and other duties as directed by the President. Resolutions shall be approved by either the Board or by a simple majority of members attending the annual business meeting.

(c) Finance. This committee shall handle investments, supervise the annual operating budget, advise on and manage programs to procure funds, and supervise the other financial matters of the Society and the Treasurer's Office, all subject to approval by the Board. The Treasurer shall not be the chairperson of this committee or its subcommittees. The Finance committee shall have seven regular members, including the Treasurer, at least two concerned with investment, and at least two with fund-raising. Except for the Treasurer, the members will be divided into three classes, serving staggered three-year terms. Members, except the Treasurer, shall serve no more than six years consecutively but may be reappointed after a one-year absence. The Treasurer shall continue to serve on the Finance Committee as long as the office of Treasurer is held.

(d) History. This committee shall solicit archival materials that concern the Society and supervise their deposition in a suitable location.

(e) Membership.     This committee shall solicit new Society members and advise the Board on classes of membership and on other pertinent matters.

(f) Nominating for honorary membership. This committee shall recommend to the Board candidates for election to honorary membership in the Society (see I(4)).

(g) Publications. This committee shall assist and advise the Editors and Board on Society publications, including content, design, production, dissemination, and storage. The chief Editors shall be regular members of, but shall not chair, this committee.

(h) Annual Meeting. This committee, which shall plan and arrange for the Annual Meeting, shall have two subcommittees, a Local Subcommittee and a Scientific Program Subcommittee, each with a chairperson appointed by the President. The chairperson of each subcommittee may appoint additional ex officio members to that subcommittee.

(i) Ballot proxy. This committee shall count the ballots for Directors, proxies, and votes on Bylaw amendments. The Secretary shall be a regular member of this committee.

(j) Nominating for Directors. This committee shall nominate individuals to fill normal vacancies on the Board. Candidates for the Board may also be nominated by petition, signed by no fewer than 20 members in good standing and received by the Secretary not later than 150 days prior to the Annual Meeting to be listed on the ballot. The President shall select the chair of the committee, who selects the additional committee members subject to approval of the Board. The chairperson shall be a Director. No person shall serve consecutive terms. The President may not be a regular or ex officio member. This committee shall have three regular members.

(k) Awards Committees. The Board shall determine the amount of each award. At the discretion of the committee, but with the approval of the Board, no award need be given.

(aa) Harry R. Painton Award. This committee shall recommend to the Board for its approval, the recipient of the Harry R. Painton Award. This award is a cash prize and is given only in odd-numbered years to the author of an outstanding paper published in the four preceding years in The Condor. Funds for the award come from a legacy of Mr. Painton. Committee members shall not serve consecutive terms. This committee shall have three regular members.

(bb) Paper Awards. This committee shall evaluate the eligible papers presented during the Annual Meeting and select the recipients of the following awards. For each award, a candidate must be an amateur, a student, or must have received his/her degree since the last Annual Meeting, and must be the sole author or the senior author of a co-authored paper. This committee shall have at least three regular members.
The A. Brazier Howell Award, an annual cash prize from funds donated by Mr. Howell, shall be given for the best paper presented at the Annual Meeting. The recipient must be a member of the Society.
The Frances F. Roberts Award, an annual cash prize from funds donated by Mrs. Roberts, shall be given for an outstanding paper presented at the Annual Meeting by a person who does not win the A. Brazier Howell Award.
Two Board of Directors Student Paper Awards, each consisting of a cash prize, shall be given annually by the Board to those persons who present worthy papers or posters at the Annual Meeting and who do not win either the A. Brazier Howell or Francis F. Roberts awards.

(cc) Mewaldt-King Student Research Award. This committee shall recommend to the Board for its approval the recipient of the Mewaldt-King Student Research Award. This award is a cash prize given to a student in support of research that relates to the conservation of birds; research may be in any area of ornithology. This committee shall have at least three regular members.

(dd) Miller Award. This committee shall recommend to the Board for its approval, the recipient of the Miller Award. This award, which honors Loye H. and Alden H. Miller, is a silver medallion and is given yearly at the annual meeting of the Society to an ornithologist who has an extensive record of original research in any field of ornithology and has made significant advancements in our understanding of the biology of birds. The President shall appoint five regular members and shall designate the chair of the committee.

(ee) Grinnell Award. This committee shall recommend to the Board for its approval the recipients of one or more Grinnell Awards. These awards are given in memory of Joseph Grinnell to a student to support basic research in avian biology. The President shall designate the chair of the committee. This committee shall have at least three regular members.

(ff) Katma Award. This award, proposed and sponsored by Dr. Robert W. Storer, will be given to the author(s) of an outstanding paper published in The Condor, Studies in Avian Biology, or other publication of the Cooper Ornithological Society that offers unconventional ideas or innovative approaches, backed by a well-reasoned argument. A three-person Selection Committee, appointed by the President of the Society, will annually review all papers published by the Society in the previous calendar year and will recommend to the Board for its approval the recipient(s) of this award. The Katma Award will be given only when merited, no more than once a year. The award will be a cash prize plus a certificate commemorating the award and will be given at the Annual Meeting.

V. PUBLICATIONS AND EDITORS

(1) Publications. The official organ of the Society shall be the journal called "The Condor." Proceedings of each meeting of the Society members, including the Annual Meeting, shall be reported in The Condor. The Society shall also publish a series known as "Studies in Avian Biology" to contain papers issued at irregular intervals as manuscripts and finances permit. Names of all officers, board members, and chairs of standing and ad hoc committees shall be published annually in The Condor.

(2) Editors. The chief Editor of The Condor and the chief Editor of Studies in Avian Biology shall perform or cause to be performed such duties with reference to the publications of the Society as usually devolve upon an editorial office. The election of chief Editors shall take place at the regular Board meeting. Each chief Editor shall be elected by the Board for a one-year term, and shall take office immediately upon election, and may be re-elected. The two chief Editors shall be non-voting, ex officio members of the Board.

VI. SOCIETY MEETINGS
(1) Annual Meetings. An Annual Meeting of the Society shall be held during each calendar year for the purposes of presenting the results of scientific research and conducting business. The specific time and place shall be determined by the chairperson of the local committee and approved by both the President and Secretary.

(2) Regular Business Meetings. A Regular Business Meeting of Society members shall be held during each Annual Meeting at a time and place determined by the chairperson of the local committee and approved either by the Board or by both the President and Secretary.

(3) Special Business Meetings. A Special Business Meeting of Society members may be called at any time for any reasonable purpose. Such a meeting may be called by the Board, the President, or by members holding five percent of the total voting power of the membership. Upon request in writing to the President, the President-elect, or the Secretary by any person entitled to call a Special Business Meeting, the President shall fix the time and place for said meeting; the time shall be no fewer than 35 nor more than 90 days after receipt of the request.

(4) Notice of meetings. Notice of each Annual Meeting, Regular Business Meeting, or Special Business Meeting shall be given in writing to each member entitled to notice thereof at least 30 days in advance. Announcement of the dates and place of the Annual Meeting shall also appear in The Condor prior to the meeting. The notice of any Business Meeting shall state the place, date, and hour of the meeting and the general nature of the business to be transacted.
    
(5) Proxies. Every member entitled to vote has a right to do so either in person or by proxy duly executed and filed with the Secretary. A proxy shall be valid for 11 months or until revoked by the person executing it. Such revocation is effected when the person delivers to the Secretary a written statement that the proxy is revoked, or executes a subsequent proxy and presents it to the meeting, or attends the meeting and votes in person.

VII. AMENDMENTS
Bylaws may be adopted, repealed, amended, or revised by vote of the majority of those voting by mail ballot or by electronic means who are entitled to vote, or by the vote of a quorum at a Business Meeting of Society members duly called for the purpose where twenty percent of the voting power, represented in person or by proxy shall constitute a quorum. Proposed changes in the bylaws shall be reviewed by the Board, and the membership shall be notified of proposed changes before voting.
VIII. CORPORATE SEAL
The corporate seal of this Society, a California Corporation, shall be the impression of a disc, with the following inscription:

COOPER ORNITHOLOGICAL SOCIETY
Incorporated December 6, 1934
California

Includes changes approved August 2006