By-Laws
Friends of Noxubee Refuge
Revision 1/15/2015
ARTICLE 1: INCORPORATION
The Friends of Noxubee Refuge was incorporated in the State of Mississippi on the day of May 1, 2003, to promote appreciation and conservation of wildlife and habitat at the federal wildlife refuges in the state of Mississippi and more specifically at the Noxubee National Wildlife Refuge.
Section 1: Operation
The Friends of Noxubee will:
A. Operate under the authority of the National Wildlife Refuge System Administration Act and the Refuge Recreation Act.
B. Comply with the laws of the State of Mississippi.
ARTICLE II: PURPOSE
Friends of Noxubee Refuge, Inc. is an independent, non-profit Corporation dedicated to supporting the primary purposes for which the Noxubee Wildlife Refuge was established. On June 14,1940, Executive Order 8444 reserved lands acquired by the Rural Resettlement Administration as a refuge and breeding ground for migratory birds and other wildlife, and to help fulfill international obligations contained in various migratory bird treaties and conventions; for incidental fish and wildlife-oriented recreational development, the protection of natural resources, and the conservation of endangered or threatened species; and for the conservation, maintenance, and management of wildlife resources thereof, and its habitat thereon.
The Corporation shall promote the preservation of the natural and historical resources of the Refuge, promote and support the dissemination of the knowledge of its natural and cultural history, foster its use and enjoyment by the public, consistent with the protection and preservation of its environment, and engage in such educational, scientific, charitable and civic activities as will assist the management of the Refuge in carrying out its mandates. To accomplish these purposes, the Corporation may solicit, receive, purchase, and borrow, with or without security, real and personal property, including funds by way of gifts, contributions, and subscriptions, and administer, own, hold, convey, transfer, disburse, lend, and sell the same for such charitable, scientific, literary, and educational purposes as are permitted by Section 501 (c)(3) of the Internal Revenue Code of the United States as it now exists and as hereafter amended, and no assets of the Corporation shall inure to the benefit of any private individual. Upon dissolution and winding up of the Corporation, any remaining assets shall be transferred only to an organization having like charitable, scientific, literary, and educational purposes as are permitted by Section 501 (c)(3) of the Internal Revenue Code of the United States. The Corporation will follow IRS 501 (h) guidelines when attempting to influence legislation. The Corporation shall not take part in any political campaign on behalf of any candidate for public office.
In addition to governance by IRS guidelines, the Corporation may also be bound by other agreements into which it enters, such as the “Friends Partnership Agreement” and the “Friends Supplemental Partnership Agreement – Use of Service Property”.
Notwithstanding any other provision of these By-Laws, the purposes for which the Corporation is formed are exclusively charitable and educational within the meaning of Section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) a corporation, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE III: FINANCIAL
The Corporation shall not afford pecuniary gain, incidentally or otherwise, to its members. No part of the income or earning of the Corporation shall inure to the benefit of any member.
The Corporation shall distribute for each of its taxable years amounts at least sufficient to avoid liability for the tax imposed by Section 4942 (a) of the Internal Revenue Code of 1986. For the purposes of these Articles of Incorporation, the term “income” means, for each taxable year of the Corporation, the distributable amount with respect to the Corporation as defined in Section 4943(d) of the Internal Revenue Code of 1986.
The Corporation may not engage in an act of “self-dealing” (as defined in Section 4941(d) of the Internal Revenue Code of 1986) that would give rise to liability for the tax imposed by 4943(a) of the Internal Revenue Code of 1986.
The Corporation shall not retain “excess business holdings” (as defined in Section 4943(c) of the Internal Revenue Code of 1986) that would give rise to liability for the tax imposed by Section 4943(a) of the Internal Revenue Code of 1986.
The Corporation may not make any investments that would jeopardize the carrying out of the exempt purposes of the Corporation, within the meaning of Section 4944 of the Internal Revenue Code of 1986, so as to give rise to liability for the tax imposed by 4944(a) of the Internal Revenue Code of 1986.
The Corporation may not make a “taxable expenditure” (as defined in Section 4945(d) of the Internal Revenue Code of 1986) that would give rise to liability for the tax imposed by Section 4945(a) of the Internal Revenue Code of 1986.
General supervision of the fiscal policy of the Friends of Noxubee Refuge is provided by the Board of Directors. At the board’s discretion, funds may be invested in FDIC insured interest bearing accounts.
Immediate supervision of fiscal policy is provided by the Executive Officers of the Friends of Noxubee Refuge. The Treasurer shall authorize the expenditure of funds as approved by a majority of the Board of Directors. The President and Treasurer shall be authorized on the Corporation’s checking account with only one of those signatures required on a check. Reimbursement of expenses incurred by a member or a committee shall be made only if approval of reimbursement of expenses was made by a majority of the Board or Executive Committee. The executive committee may authorize a committee to expend funds up to a designated amount.
The Fiscal Year of the Friends of Noxubee Refuge shall commence on the first day of January and it shall end on the last day of December, each year.
The Corporation shall not lend any of its assets to any Executive Officer or Director of the Corporation or guarantee to any other person the repayment of a loan made to an Executive Officer or Director of this Corporation.
ARTICLE IV: MEMBERSHIP
Section 1: Membership List A membership roster shall be maintained the Membership Chair appointed by the President and approved by the Board.
Section 2: Eligibility All persons interested in the aims of the Friends of Noxubee Refuge and of the United States Fish and Wildlife Service shall be eligible for membership.
Section 3: A person shall become a member by submitting a membership form and paying dues for the designated category to Friends of Noxubee Refuge. These designated categories are:
A. Individual– A single person may join at a single membership rate for one year paid to Friends of Noxubee Refuge.
B. Family - Persons residing in the same household shall obtain a Family membership by submitting a membership form and paying membership dues for one year to Friends of Noxubee Refuge.
C. Life – An individual who pays life membership dues in one sum will become a Life member. A family which pays family life membership dues in one sum will become family Life Members. Life members and Family Life Members shall pay no annual dues, yet, they shall retain all rights and privileges of a regular member. A lifetime membership can be bestowed at the discretion of the board of directors.
D. Patron – Any person or business may join by paying membership dues to Friends of Noxubee Refuge for one year. The designated dues amount shall be determined by the Board of Directors.
E. Corporate Sponsor - Any company or business may join by either paying membership dues or providing in-kind services to the organization for one year or for one Friends activity once a year every year. In-kind services shall be equal to or exceed the membership dues which shall be determined by the Board of Directors. Any business or company that is interested in becoming a Corporate Sponsor must be approved by the Board of Directors.
F. Benefactor - Any company, business, organization or individual might be named a Benefactor at the discretion of the Board of Directors.
G. Honorary - A member or non-member may be designated an Honorary member by a vote of three-fourths of the Board of Directors at a business meeting. Honorary Members shall pay no dues. They shall have all rights and privileges of a regular member except they shall not have the right to vote.
H. Employees of United States Fish and Wildlife Services- Employees of the United States Fish and Wildlife Service may be members by paying membership dues to the Friends of Noxubee Refuge.
Section 4: Voting Rights
All paid members shall have the right to vote a single vote at all meetings of the general membership. A Family Membership is entitled to two votes. All votes must be in person.
Section 5: Dues
The Board of Directors shall have the power to prescribe annual membership dues. Renewable membership dues are payable in October.
Section 6: Termination of Membership
Failure to pay annual dues will result in automatic membership termination.
ARTICLE V: MEETINGS
Section 1: General Membership Meetings
General membership meetings shall be held four times each year on the first Thursday of March, June, September and December to transact such business as can lawfully come before the membership.
Section 2: Special Meetings
Special Meetings of the members may be called at any time by the President of the Corporation and shall be called upon written request of any 3 members of the Board of Directors or 10 or more members of the Corporation. Members will be notified of Special General Membership Meeting dates.
Section 3: Board of Directors Meetings
The Board of Directors shall meet regularly as needed, but at least four times each year on the first Thursday of March, June, September and December, for the purposes of conducting routine business of the Friends of Noxubee Refuge. Any member of the Friends of Noxubee Refuge may attend. Members will be notified of scheduled Board of Directors meeting dates. The Board may meet for additional called meetings as needed. Members who want to be notified of the called meetings shall notify the Secretary. The Secretary shall provide those making the request with the date, time and place of all called meetings.
Section 4: Place of Meetings
All meetings of the Friends of Noxubee Refuge shall be at a place designated by the Board of Directors.
Section 5: Notice
Notice of General Membership and Special General Membership Meetings shall be published in the newsletter and made available to the membership at least 14 days before the date of the meeting. Notice of every Special General Membership Meeting shall briefly indicate its purpose. Members present at the Regular General Membership or Special General Membership Meetings shall constitute a quorum.
Section 6: Procedure
The procedures at all meetings shall be governed by Robert’s Rules of Order, except where superseded by these by-laws.
ARTICLE VI: BOARD OF DIRECTORS
Section 1: Board
The property, business, and affairs of the Corporation shall be managed by a Board of Directors.
Section 2: Composition
Directors shall be members of the Corporation. The Board of Directors shall consist of no less than seven and no more than 15 voting members. Board members are: President, Vice-President, Secretary, Treasurer, who are the Executive Officers, the immediate Past President, Nature Store Committee Chairperson, Volunteer Coordinator, Publications Committee Chairperson, Membership Chairperson, and up to six Directors-at-Large. All Board members must be available to attend General, Special, and Business Meetings.
Section 3: Elections
Board members for the following term will be nominated by a nomination committee appointed no later than July by the executive officers. This c committee will not include any Executive Officers of the Corporation. The nomination committee will be composed of two Directors and two non-Board members of the Corporation. Nominations will be presented to the membership in the newsletter at least 14 days prior to the General Membership Meeting. Additional nominations will be accepted from the floor at the General Membership Meeting. New Directors will be elected by a majority vote. Each member shall cast one vote each for President, Vice-President, Secretary, Treasurer, and one vote each for Directors-at-Large.
Section 4: Terms
Board members shall serve for a term of two years or until their successors have been duly elected and take office. There shall be no limit on the number of terms that Directors may serve, except that Directors-at-Large are limited to two consecutive two year terms except in the case when such a director is elected vice-president or president in which case the director may serve a maximum of one two year term following service as past president. All elected officers shall begin their service in January unless fulfilling an unexpired term of a terminating officer.
Section 5: Vacancy
Any vacancy on the Board shall be filled by an appointee recommended by the President and confirmed by a majority of the remaining members of the Board. The appointee shall hold office for the unexpired term of the vacancy.
Section 6: Meeting
Board meetings shall be scheduled and conducted per Article V, except special board meetings may be called upon written or verbal notification by the President.
Section 7: Quorum
At all meetings of the Board, a majority of voting Directors shall constitute a quorum of the Board of Directors.
Section 8: Compensation
No salary, stipend, or other remuneration shall be paid to any member of the Board. Reimbursement of expenses incurred by a Board member shall be made only if prior approval of reimbursement of expenses was made by a majority of the Board of Directors.
ARTICLE VII: DUTIES OF EXECUTIVE OFFICERS
Section 1: President
The President shall preside at all Membership, Board and Special General Membership Meetings. The President shall bring all matters of business of the Corporation to the Board of Directors for approval by the Board of Directors. The President shall serve as an ex-officio member of all committees except the nomination committee.
Section 2: Vice-President
The Vice-President shall understand the responsibilities of the President and perform these duties in the President’s absence. The Vice-President shall serve as the program chairperson for Quarterly General Membership Meetings.
Section 3: Secretary
The Secretary shall maintain minutes of all meetings of the general membership and the Board of Directors in the Corporation’s minute books which will be archived, and shall cause notice of such meetings to be given when requested by any person authorized to call such meeting. The Secretary may, with the prior approval of the Board of Directors, sign with the President, in the name of the Corporation, all contracts of the Corporation. The Secretary shall be the custodian of the Corporation’s records. In the absence of the President and Vice-President, the Secretary shall assume the duties of the President.
Section 4: Treasurer
The Treasurer shall have custody of the Corporation’s funds and securities, shall keep full and accurate accounts of receipts and disbursements, and shall deposit all monies (except monies deposited by the President and the Nature Store Committee Chairperson) and valuable effects in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors. The Treasurer shall receive, audit, and consolidate all operating and financial statements of the Corporation, and shall have charge of matters relating to taxation. Additionally, the Treasurer shall have the power to endorse for deposit, collection, or otherwise all checks, drafts, notes, bills of exchange, and other commercial paper payable to the Corporation, and to give proper receipts and discharges for all payments to the corporation. The Treasurer will give a receipt for all monies collected and will make a report at each Board Meeting and may make a report at each Membership or Special Meeting. In the absence of the President, Vice-President and Secretary, the Treasurer shall assume the duties of the President.
Section 5: Board Members-at-Large
At-Large Board members shall have a vote equal to the Executive Officers in discharging the duties of the Corporation.
ARTICLE VIII: COMMITTEES
Section 1: Standing Committees
The Friends of Noxubee Refuge may have such committees as the Board of Directors deem necessary and advisable to assist it with its work. The President may annually appoint a Finance Committee, Publications Committee, and a Membership Committee. The Finance Committee will assist the Treasurer and will prepare an end-of-year report of the general financial condition of the Corporation. The Publications Committee will assist in the preparation of Friends of Noxubee Refuge materials. The Membership Committee will maintain a list of current members and will coordinate membership recruitment activities.
Section 2: Appointment of Committees
The President shall appoint all committees in consultation with the Board of Directors. Ad Hoc Committees shall terminate upon completion of the project or at the direction of a majority of the Board members.
Section 3: Committee Chairpersons
All committee chairpersons shall be approved by the Board of Directors prior to appointment.
Section 4: Function
Committees are the primary method for the Friends of Noxubee Refuge to take action. They undertake projects, studies, and activities which benefit Noxubee Wildlife Refuge and/or Friends of Noxubee Refuge.
Section 5: Advisory Committees
The Board of Directors may appoint an advisory committee when deemed appropriate. Members of an Advisory Committee will be Honorary Members of Friends of Noxubee Refuge. Advisory Committee members may become voting members by paying their annual membership dues.
ARTICLE IX: AMENDMENTS TO BY-LAWS
Section 1: Amendments
The power to repeal or to amend these By-Laws and to adopt additional By-Laws is vested in the general membership.
Section 2: Procedures
A motion to repeal, amend, or adopt By-Laws must be made at a General or Special Membership Meeting. The amendment may be proposed by the Board of Directors or by at least 10 members who present it in writing to the Board of Directors. The Board may then approve the proposed amendment for presentation for a vote by the membership, or the Board may return it to the presenters with suggestions for modifications and resubmission. Once the proposed amendment is approved by the Board, it must be presented to the membership in the newsletter at least 14 days before the meeting at which the vote is to take place. At the meeting where the By-Laws are to be repealed, amended, or adopted, a majority of the members voting must vote for the change.
These By-Laws were adopted by the Board of Directors on May 1, 2003, and amended September 29, 2005, September 15, 2008, September 22, 2011, September 20, 2012, and January 15, 2015.
ARTICLE 1: INCORPORATION
The Friends of Noxubee Refuge was incorporated in the State of Mississippi on the day of May 1, 2003, to promote appreciation and conservation of wildlife and habitat at the federal wildlife refuges in the state of Mississippi and more specifically at the Noxubee National Wildlife Refuge.
Section 1: Operation
The Friends of Noxubee will:
A. Operate under the authority of the National Wildlife Refuge System Administration Act and the Refuge Recreation Act.
B. Comply with the laws of the State of Mississippi.
ARTICLE II: PURPOSE
Friends of Noxubee Refuge, Inc. is an independent, non-profit Corporation dedicated to supporting the primary purposes for which the Noxubee Wildlife Refuge was established. On June 14,1940, Executive Order 8444 reserved lands acquired by the Rural Resettlement Administration as a refuge and breeding ground for migratory birds and other wildlife, and to help fulfill international obligations contained in various migratory bird treaties and conventions; for incidental fish and wildlife-oriented recreational development, the protection of natural resources, and the conservation of endangered or threatened species; and for the conservation, maintenance, and management of wildlife resources thereof, and its habitat thereon.
The Corporation shall promote the preservation of the natural and historical resources of the Refuge, promote and support the dissemination of the knowledge of its natural and cultural history, foster its use and enjoyment by the public, consistent with the protection and preservation of its environment, and engage in such educational, scientific, charitable and civic activities as will assist the management of the Refuge in carrying out its mandates. To accomplish these purposes, the Corporation may solicit, receive, purchase, and borrow, with or without security, real and personal property, including funds by way of gifts, contributions, and subscriptions, and administer, own, hold, convey, transfer, disburse, lend, and sell the same for such charitable, scientific, literary, and educational purposes as are permitted by Section 501 (c)(3) of the Internal Revenue Code of the United States as it now exists and as hereafter amended, and no assets of the Corporation shall inure to the benefit of any private individual. Upon dissolution and winding up of the Corporation, any remaining assets shall be transferred only to an organization having like charitable, scientific, literary, and educational purposes as are permitted by Section 501 (c)(3) of the Internal Revenue Code of the United States. The Corporation will follow IRS 501 (h) guidelines when attempting to influence legislation. The Corporation shall not take part in any political campaign on behalf of any candidate for public office.
In addition to governance by IRS guidelines, the Corporation may also be bound by other agreements into which it enters, such as the “Friends Partnership Agreement” and the “Friends Supplemental Partnership Agreement – Use of Service Property”.
Notwithstanding any other provision of these By-Laws, the purposes for which the Corporation is formed are exclusively charitable and educational within the meaning of Section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) a corporation, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE III: FINANCIAL
The Corporation shall not afford pecuniary gain, incidentally or otherwise, to its members. No part of the income or earning of the Corporation shall inure to the benefit of any member.
The Corporation shall distribute for each of its taxable years amounts at least sufficient to avoid liability for the tax imposed by Section 4942 (a) of the Internal Revenue Code of 1986. For the purposes of these Articles of Incorporation, the term “income” means, for each taxable year of the Corporation, the distributable amount with respect to the Corporation as defined in Section 4943(d) of the Internal Revenue Code of 1986.
The Corporation may not engage in an act of “self-dealing” (as defined in Section 4941(d) of the Internal Revenue Code of 1986) that would give rise to liability for the tax imposed by 4943(a) of the Internal Revenue Code of 1986.
The Corporation shall not retain “excess business holdings” (as defined in Section 4943(c) of the Internal Revenue Code of 1986) that would give rise to liability for the tax imposed by Section 4943(a) of the Internal Revenue Code of 1986.
The Corporation may not make any investments that would jeopardize the carrying out of the exempt purposes of the Corporation, within the meaning of Section 4944 of the Internal Revenue Code of 1986, so as to give rise to liability for the tax imposed by 4944(a) of the Internal Revenue Code of 1986.
The Corporation may not make a “taxable expenditure” (as defined in Section 4945(d) of the Internal Revenue Code of 1986) that would give rise to liability for the tax imposed by Section 4945(a) of the Internal Revenue Code of 1986.
General supervision of the fiscal policy of the Friends of Noxubee Refuge is provided by the Board of Directors. At the board’s discretion, funds may be invested in FDIC insured interest bearing accounts.
Immediate supervision of fiscal policy is provided by the Executive Officers of the Friends of Noxubee Refuge. The Treasurer shall authorize the expenditure of funds as approved by a majority of the Board of Directors. The President and Treasurer shall be authorized on the Corporation’s checking account with only one of those signatures required on a check. Reimbursement of expenses incurred by a member or a committee shall be made only if approval of reimbursement of expenses was made by a majority of the Board or Executive Committee. The executive committee may authorize a committee to expend funds up to a designated amount.
The Fiscal Year of the Friends of Noxubee Refuge shall commence on the first day of January and it shall end on the last day of December, each year.
The Corporation shall not lend any of its assets to any Executive Officer or Director of the Corporation or guarantee to any other person the repayment of a loan made to an Executive Officer or Director of this Corporation.
ARTICLE IV: MEMBERSHIP
Section 1: Membership List A membership roster shall be maintained the Membership Chair appointed by the President and approved by the Board.
Section 2: Eligibility All persons interested in the aims of the Friends of Noxubee Refuge and of the United States Fish and Wildlife Service shall be eligible for membership.
Section 3: A person shall become a member by submitting a membership form and paying dues for the designated category to Friends of Noxubee Refuge. These designated categories are:
A. Individual– A single person may join at a single membership rate for one year paid to Friends of Noxubee Refuge.
B. Family - Persons residing in the same household shall obtain a Family membership by submitting a membership form and paying membership dues for one year to Friends of Noxubee Refuge.
C. Life – An individual who pays life membership dues in one sum will become a Life member. A family which pays family life membership dues in one sum will become family Life Members. Life members and Family Life Members shall pay no annual dues, yet, they shall retain all rights and privileges of a regular member. A lifetime membership can be bestowed at the discretion of the board of directors.
D. Patron – Any person or business may join by paying membership dues to Friends of Noxubee Refuge for one year. The designated dues amount shall be determined by the Board of Directors.
E. Corporate Sponsor - Any company or business may join by either paying membership dues or providing in-kind services to the organization for one year or for one Friends activity once a year every year. In-kind services shall be equal to or exceed the membership dues which shall be determined by the Board of Directors. Any business or company that is interested in becoming a Corporate Sponsor must be approved by the Board of Directors.
F. Benefactor - Any company, business, organization or individual might be named a Benefactor at the discretion of the Board of Directors.
G. Honorary - A member or non-member may be designated an Honorary member by a vote of three-fourths of the Board of Directors at a business meeting. Honorary Members shall pay no dues. They shall have all rights and privileges of a regular member except they shall not have the right to vote.
H. Employees of United States Fish and Wildlife Services- Employees of the United States Fish and Wildlife Service may be members by paying membership dues to the Friends of Noxubee Refuge.
Section 4: Voting Rights
All paid members shall have the right to vote a single vote at all meetings of the general membership. A Family Membership is entitled to two votes. All votes must be in person.
Section 5: Dues
The Board of Directors shall have the power to prescribe annual membership dues. Renewable membership dues are payable in October.
Section 6: Termination of Membership
Failure to pay annual dues will result in automatic membership termination.
ARTICLE V: MEETINGS
Section 1: General Membership Meetings
General membership meetings shall be held four times each year on the first Thursday of March, June, September and December to transact such business as can lawfully come before the membership.
Section 2: Special Meetings
Special Meetings of the members may be called at any time by the President of the Corporation and shall be called upon written request of any 3 members of the Board of Directors or 10 or more members of the Corporation. Members will be notified of Special General Membership Meeting dates.
Section 3: Board of Directors Meetings
The Board of Directors shall meet regularly as needed, but at least four times each year on the first Thursday of March, June, September and December, for the purposes of conducting routine business of the Friends of Noxubee Refuge. Any member of the Friends of Noxubee Refuge may attend. Members will be notified of scheduled Board of Directors meeting dates. The Board may meet for additional called meetings as needed. Members who want to be notified of the called meetings shall notify the Secretary. The Secretary shall provide those making the request with the date, time and place of all called meetings.
Section 4: Place of Meetings
All meetings of the Friends of Noxubee Refuge shall be at a place designated by the Board of Directors.
Section 5: Notice
Notice of General Membership and Special General Membership Meetings shall be published in the newsletter and made available to the membership at least 14 days before the date of the meeting. Notice of every Special General Membership Meeting shall briefly indicate its purpose. Members present at the Regular General Membership or Special General Membership Meetings shall constitute a quorum.
Section 6: Procedure
The procedures at all meetings shall be governed by Robert’s Rules of Order, except where superseded by these by-laws.
ARTICLE VI: BOARD OF DIRECTORS
Section 1: Board
The property, business, and affairs of the Corporation shall be managed by a Board of Directors.
Section 2: Composition
Directors shall be members of the Corporation. The Board of Directors shall consist of no less than seven and no more than 15 voting members. Board members are: President, Vice-President, Secretary, Treasurer, who are the Executive Officers, the immediate Past President, Nature Store Committee Chairperson, Volunteer Coordinator, Publications Committee Chairperson, Membership Chairperson, and up to six Directors-at-Large. All Board members must be available to attend General, Special, and Business Meetings.
Section 3: Elections
Board members for the following term will be nominated by a nomination committee appointed no later than July by the executive officers. This c committee will not include any Executive Officers of the Corporation. The nomination committee will be composed of two Directors and two non-Board members of the Corporation. Nominations will be presented to the membership in the newsletter at least 14 days prior to the General Membership Meeting. Additional nominations will be accepted from the floor at the General Membership Meeting. New Directors will be elected by a majority vote. Each member shall cast one vote each for President, Vice-President, Secretary, Treasurer, and one vote each for Directors-at-Large.
Section 4: Terms
Board members shall serve for a term of two years or until their successors have been duly elected and take office. There shall be no limit on the number of terms that Directors may serve, except that Directors-at-Large are limited to two consecutive two year terms except in the case when such a director is elected vice-president or president in which case the director may serve a maximum of one two year term following service as past president. All elected officers shall begin their service in January unless fulfilling an unexpired term of a terminating officer.
Section 5: Vacancy
Any vacancy on the Board shall be filled by an appointee recommended by the President and confirmed by a majority of the remaining members of the Board. The appointee shall hold office for the unexpired term of the vacancy.
Section 6: Meeting
Board meetings shall be scheduled and conducted per Article V, except special board meetings may be called upon written or verbal notification by the President.
Section 7: Quorum
At all meetings of the Board, a majority of voting Directors shall constitute a quorum of the Board of Directors.
Section 8: Compensation
No salary, stipend, or other remuneration shall be paid to any member of the Board. Reimbursement of expenses incurred by a Board member shall be made only if prior approval of reimbursement of expenses was made by a majority of the Board of Directors.
ARTICLE VII: DUTIES OF EXECUTIVE OFFICERS
Section 1: President
The President shall preside at all Membership, Board and Special General Membership Meetings. The President shall bring all matters of business of the Corporation to the Board of Directors for approval by the Board of Directors. The President shall serve as an ex-officio member of all committees except the nomination committee.
Section 2: Vice-President
The Vice-President shall understand the responsibilities of the President and perform these duties in the President’s absence. The Vice-President shall serve as the program chairperson for Quarterly General Membership Meetings.
Section 3: Secretary
The Secretary shall maintain minutes of all meetings of the general membership and the Board of Directors in the Corporation’s minute books which will be archived, and shall cause notice of such meetings to be given when requested by any person authorized to call such meeting. The Secretary may, with the prior approval of the Board of Directors, sign with the President, in the name of the Corporation, all contracts of the Corporation. The Secretary shall be the custodian of the Corporation’s records. In the absence of the President and Vice-President, the Secretary shall assume the duties of the President.
Section 4: Treasurer
The Treasurer shall have custody of the Corporation’s funds and securities, shall keep full and accurate accounts of receipts and disbursements, and shall deposit all monies (except monies deposited by the President and the Nature Store Committee Chairperson) and valuable effects in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors. The Treasurer shall receive, audit, and consolidate all operating and financial statements of the Corporation, and shall have charge of matters relating to taxation. Additionally, the Treasurer shall have the power to endorse for deposit, collection, or otherwise all checks, drafts, notes, bills of exchange, and other commercial paper payable to the Corporation, and to give proper receipts and discharges for all payments to the corporation. The Treasurer will give a receipt for all monies collected and will make a report at each Board Meeting and may make a report at each Membership or Special Meeting. In the absence of the President, Vice-President and Secretary, the Treasurer shall assume the duties of the President.
Section 5: Board Members-at-Large
At-Large Board members shall have a vote equal to the Executive Officers in discharging the duties of the Corporation.
ARTICLE VIII: COMMITTEES
Section 1: Standing Committees
The Friends of Noxubee Refuge may have such committees as the Board of Directors deem necessary and advisable to assist it with its work. The President may annually appoint a Finance Committee, Publications Committee, and a Membership Committee. The Finance Committee will assist the Treasurer and will prepare an end-of-year report of the general financial condition of the Corporation. The Publications Committee will assist in the preparation of Friends of Noxubee Refuge materials. The Membership Committee will maintain a list of current members and will coordinate membership recruitment activities.
Section 2: Appointment of Committees
The President shall appoint all committees in consultation with the Board of Directors. Ad Hoc Committees shall terminate upon completion of the project or at the direction of a majority of the Board members.
Section 3: Committee Chairpersons
All committee chairpersons shall be approved by the Board of Directors prior to appointment.
Section 4: Function
Committees are the primary method for the Friends of Noxubee Refuge to take action. They undertake projects, studies, and activities which benefit Noxubee Wildlife Refuge and/or Friends of Noxubee Refuge.
Section 5: Advisory Committees
The Board of Directors may appoint an advisory committee when deemed appropriate. Members of an Advisory Committee will be Honorary Members of Friends of Noxubee Refuge. Advisory Committee members may become voting members by paying their annual membership dues.
ARTICLE IX: AMENDMENTS TO BY-LAWS
Section 1: Amendments
The power to repeal or to amend these By-Laws and to adopt additional By-Laws is vested in the general membership.
Section 2: Procedures
A motion to repeal, amend, or adopt By-Laws must be made at a General or Special Membership Meeting. The amendment may be proposed by the Board of Directors or by at least 10 members who present it in writing to the Board of Directors. The Board may then approve the proposed amendment for presentation for a vote by the membership, or the Board may return it to the presenters with suggestions for modifications and resubmission. Once the proposed amendment is approved by the Board, it must be presented to the membership in the newsletter at least 14 days before the meeting at which the vote is to take place. At the meeting where the By-Laws are to be repealed, amended, or adopted, a majority of the members voting must vote for the change.
These By-Laws were adopted by the Board of Directors on May 1, 2003, and amended September 29, 2005, September 15, 2008, September 22, 2011, September 20, 2012, and January 15, 2015.
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