Bylaws of the Cooper
Ornithological Society
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
