By Laws

Article I: Members

Section 1

Anyone interested in caged birds is eligible to apply for membership; there are no separate classes of members.

Section 2

Honorary memberships shall be given to Veterinary Advisors. A lifetime membership shall be granted to any member who contributes to WAES at least $500 cash in one lump sum, including bequests from estates or memorial donations. This is retroactive to year 2000. No other honorary memberships shall be given. Reciprocal complimentary newsletter agreements with other similar organizations are acceptable and are not considered honorary memberships.

Section 3

The membership mailing list and all records generated by the club are confidential and will not be sold.   The membership list will be distributed within WAES only as necessary for club business.

Section 4

Any member may inspect all books and records of WAES, for any proper purpose at any reasonable time.

Section 5

A member who is disruptive can have his or her membership terminated or be issued a reprimand after a hearing before the Governing Board and a majority vote by the Board. A member who has been reprimanded or has had his/her membership terminated may or may not be allowed to foster, and may have to give up any foster birds in his/her care in accordance with a decision by the Governing Board. A terminated member may apply for readmission after 3 months. Any member in good standing can request the Board to review the disruptive behavior of any other member.

Section 6

No individual Governing Board member or general member shall take any action, without prior approval by a vote of the Governing Board, which could legally obligate WAES in any way or which could involve the acquisition or disposition of any WAES property with an acquisition value of over $100 which is not listed in the annual budget.  If any individual does act in such an unauthorized manner on behalf of WAES, the Governing Board shall meet at the earliest agreeable time to undertake a Ratification Action which shall place all pertinent information in the minutes and bring up a vote to accept or renegotiate if necessary or possible, the terms of the unauthorized agreement. Such individual may be subject to disciplinary action by the Governing Board

Article II Dues and Finances

Section 1

Once paid, membership dues are not refundable. The amount of Annual dues shall be suggested by the Governing  Board with the approval of a two—thirds majority vote of the membership present at any scheduled meeting. All membership dues shall be applied to a 12-month period based on the anniversary of the initial membership application regardless of when the member joins during the year.A Governing Board member shall have 30 days to renew an expired membership. After 30 days, the Board member forfeits his/her position, and the Governing Board may appoint a replacement.

All other members shall have 90 days to renew an expired membership. After 90 days, a renewal shall be treated as a new membership.

Section 2

Membership is extended to family members living in the same household. Recognized family members are spouse (or partner if unmarried) any children under the age of 18 (eighteen) and any children under 25 (twenty-five) and living at home while going to school. In the case of a membership application by a person under 25 and still living at home, it may include his/her parents. A family is entitled to a maximum of two votes, and voters must be 18 or older.

Section 3

Fiscal year shall be adhered to regarding the submission of annual budget.

Section 4

The President, Vice-President, Secretary and Treasurer shall sign all bank account signature cards and shall each have the username and password necessary for access to the WAES checking account and Paypal account

Section 5

All bank accounts shall be backed by two (2) required signatures on each check by members in Section 4. All bank accounts which can be viewed online by the officers shall require only one signature on checks.

Section 6

An independent CPA will prepare the taxes and prepare an independent review for each fiscal year that gross income equals or exceeds the amount required for filing IRS Form 990 (currently $25,000). Otherwise, the Treasurer or other officer shall file IRS Form 990-N (e-postcard) annually, and a review of the books shall be conducted by a committee of three members in good standing no later than May 15th of the following year.

Article III Meetings

Section 1

Scheduled meetings of the membership shall be held on the second Saturday of each month except under special circumstances. There is to be a sign-in sheet. Members are requested to sign the attendance sheet, which shall become part of the Secretary’s records. Meeting time, location, and topics to be discussed will be published on the WAES web site, WAES newsletter, and any other media deemed appropriate.  A portion of each meeting will be for the transaction of business.

Section 2

Any member of the Governing Board or one-third of the eligible voting members may call special meetings of WAES at any time or place with five days prior notice given to the general membership by way of the WAES web site, WAES newsletter, and other media deemed appropriate.

Section 3

The Governing Board shall have a minimum of one scheduled meeting each quarter of the year. Board meetings shall be open to the general membership. Date, Time, and location of board meetings will be announced to the general membership in the newsletter and on the website.  The first Board meeting of each year will include the review and distribution of bylaws and any existing policies and procedures.

Section 4

A special meeting of the Governing Board may be called by the President or, in case of emergency, by any two members of the Governing Board.

Section 5

All committee policies and procedures will be approved by the Governing Board, and voted on by the general membership.

Section 6

An annual meeting will be held each September to conduct the major business of the corporation.

Article IV Officers

Section 1

Governing Board Members shall consist of President, Vice President, Secretary, Treasurer, and Board of Directors.

Section 2

Officers and directors shall be elected annually, on or before the December meeting, by a majority vote of the members present plus any absentee ballots requested. Elected officers and directors shall be installed at the December meeting and shall assume their duties January 1 of the following year.

Section 3

All officers and directors shall be eligible to hold the same office for two (2) consecutive terms, with the exception of the Treasurer, who may serve without limit

Section 4

If at any time a vacancy occurs, that office shall be filled by the Governing Board and elected by a majority vote at the next scheduled business meeting. The officer thus elected shall serve the balance of the term and will not affect their eligibility as noted in Article IV, Section 3.

Section 5

An officer or director may be disqualified due to malfeasance and recommended for removal from office by a majority vote of the Governing Board. This recommendation must be voted upon at the next scheduled business meeting and will require a two—thirds majority vote of those members present to disqualify the officer or director in question. This vote shall be by written ballot.

Section 6

Elected officers and directors must be members of WAES, and in order to remain in office must attend a minimum of seventy-five percent (75%) of all Board meetings and regularly scheduled meetings of the organization.

Section 7

No member of the Governing Board may use his or her position to acquire birds that have or may be donated to WAES. Board members must avoid even the appearance of impropriety. Any Board member who violates this rule shall forfeit his/her position.

Article V Duties of Officers

Section 1 President

Shall have previously served as a Governing Board member

Shall preside over all business meetings of the organization and the Governing Board.

Shall be an ex—officio member of all committees except the nominating committee. The President need not be present but must be notified of all committee meetings and must be advised of all final decisions and/or recommendations of the committee.

Shall conduct all meetings according to the Bylaws.

Shall appoint committees or designate powers to individuals as may be deemed appropriate or as the majority of members present at any specific meeting may direct. The President is responsible to oversee their function.

Shall have the right to maintain order and respect for the chair, guest speakers, and members of this organization.

Shall sign all required documents for the organization.

Shall be directly responsible to the membership for the general administration of the organization’s activities and shall at all times strive to do the will of the organization within its rules and bylaws.

Shall have the authority to appoint such personnel as may be necessary to publish and distribute special publications that the majority of the membership may consider desirable.

Shall be responsible to oversee and develop policies and procedures that govern the operation of the WAES web site, WAES email, and WAES newsgroup, and approve all policies and procedures according to Article III, Section 5.

Shall, with the assistance of the Governing Board, prepare an annual budget to be submitted to the membership for approval at the February meeting.

Section 2 Vice President

Shall perform the duties of the president during the absence or incapacity of the President.

Shall be the program chairperson.

Shall have charge of all educational activities of the organization.

Shall present a list of possible topics and speakers to the membership on an annual basis for review and input.

Shall be responsible for the storage shed by maintaining a list of assets added to or removed from the shed. In even numbered years, shall replace the lock on the storage shed by January 31 and make the new combination available to officers or directors on a as-needed basis

Section 3 Secretary

Shall have charge of organizational records.

Shall keep the attendance sheets and minutes of all business and board meetings of the organization that include any motions, votes, suggestions, problems, committees appointed, or projects planned.

Shall read the minutes and have them approved at the next regular meeting before entering them into official records.

Shall be prepared to refer to minutes of previous meetings, have the Articles of Incorporation and Bylaws available at all meetings, and keep available an accurate membership list for reference at all meetings.

Shall, at the direction of the President, carry on all correspondence and, when necessary, notify all members of meetings, activities and any special business needing prior notification.

Shall, in the absence of both President and Vice President, call the meeting to order.

Shall notify all members at the time their membership dues are payable.

Shall perform other secretarial duties as requested by the President.

Shall maintain a record of special club actions that will affect club activities for several years or until rescinded. This is to ensure and prevent loss of important club action in the general minutes.

Shall be responsible to answer the WAES telephone mailbox and forward messages to the appropriate board members in a timely manner.

Shall distribute bylaws when requested.
Shall retrieve all mail from the WAES post office box directly before each meeting, and at least once between meetings, and report promptly to the officers and directors after each pickup the contents of the mail retrieved.

Section 4 Treasurer

Shall collect, administer and account for all monies belonging to the organization.

Shall deposit all monies received in the name of the organization in a bank approved by the Governing Board.

Shall not pay out any monies over one hundred dollars ($100.00) which are not included in the approved annual budget without the approval of the Governing Board.

Shall maintain a list of club assets.
Shall keep and have ready for inspection, upon request, books and records pertaining to the funds of the organization.

Shall keep an itemized account of receipts, disbursements and give a written report at the regular monthly meeting of the organization.

Shall sign, together with the president, all documents as may, by law, require the signature of the treasurer.Shall have the primary responsibility for the password associated with the WAES checking and Paypal accounts and, upon the replacement of any WAES officer for any reason:

Shall change the password for access to the checking and Paypal accounts as soon as possible and Shall promptly inform all of the current officers of the new password.Shall, in addition, perform other Treasurers’ duties as requested by the President.

Section 5 Board of Directors

Shall consist of a minimum of three (3) members.

Each director shall assemble a working committee and develop written policies and procedures according to Article III Section 5.

Each director shall conduct all activities in accordance with the Bylaws and all approved policies and procedures.

Each Director shall serve in an advisory capacity in all matters dealing with the business and welfare of the organization and assist in continuing the unfinished business of the organization from one year to the next.

Each Director shall be a voting member of the Governing Board. In the event the vote of the Governing Board results in a tie, the previous president may be consulted on the issue to assist the board with the decision and cast the tie-breaking vote.Each director shall submit an annual budget and plan of action to the Governing Board at its first meeting of the year.

Publicity and Public Relations Director

Shall contact the news media and other media for the purpose of publicizing the organization, its shows, exhibits, bird sales, and/or any other special activities.

Shall develop and maintain information packets for veterinary offices, pet stores, breeders, etc..

Special Activities Director

Shall be responsible for special events and activities of the organization.Shall work closely with the PR Director to notify membership of upcoming activities and solicit volunteers.

Rescue Director (birds received into rescue)

Shall coordinate and supervise the bird rescue and adoption program and act as liaison between the bird rescue, adoption committee and advisory board.Shall be an active member of WAES for at least one Year.

Shall determine the adoption fees for birds and will not set fees below costs associated to WAES without Governing Board approval.

Shall coordinate and develop an education program with the Vice president for foster and adoptive applicants.

Shall coordinate a committee of no less than three members who will by majority vote decide the placement of rescue birds.

Shall be responsible to keep accurate records pertaining to all birds taken into rescue and all birds placed for adoption.

Shall submit a report monthly including all birds in rescue, birds in foster care and those adopted during the month to be printed in the newsletter and on WAES web site.

Fundraising Director

Shall be responsible to organize fund raising events.Shall be responsible for the distribution and collection of funds from donation canisters.

Shall maintain donation boxes for all events and meetings.

Shall coordinate with the Treasurer the deposit of all moneys collected by the 15th of each month and will keep accurate records of all moneys collected from each location.

Section 6 Advisory Board

Shall consist of licensed Veterinarians appointed by the Governing Board.

Shall serve only in an advisory capacity and not be voting members of the Governing Board.

Shall serve in an advisory capacity in all matters dealing with the business and welfare of the organization. They will have no liability for any of the day-to-day functions and operations of the organization.

Shall function as medical consultants for bird rescue and advisors with regard to all educational material distributed by the organization.

Article VI Governing Board

Section 1 Membership

Shall consist of President, Vice President, Secretary, Treasurer, and Board of Directors.

Section 2 Duties

Shall be directly responsible to the membership and shall represent the organization on all matters pertaining to or resulting from the organization’s incorporation.

Shall supervise the operational functions of the organization, making such recommendations and offering such advice as they may feel pertinent to the general well-being and overall stability of the organization.

Shall assist the President in the preparation of an annual budget to be presented to the membership for approval at the February meeting.

Shall conduct all club business according to the bylaws.

Each member shall keep written records (i.e. minutes, receipts, adoption records) and other documents related to the position to be presented to the president at the December meeting.

Article VII Elections

Section 1 Nominating Committee

Nominating Committee member elections and candidate nominations shall be announced as an item on the general meeting agenda in the September newsletter, on the web site, and by email.Shall consist of three members in good standing (whose dues are current) elected at the September meeting by a majority of the members present.

Shall report at the November meeting a slate of officers for the ensuing year.Any member of the nominating committee may be a candidate for office, but must resign as a member of the nominating committee.

The work of the nominating committee shall continue until the day of the election.

Shall make every effort to assure that a minimum of two (2) nominations exist for each office

Section 2 Nominations

Nominations for officers will be accepted from members in good standing at any meeting from September through December and from the nominating committee. The names of all candidates who have been duly nominated by November 15th shall appear on a printed ballot. Nominees whose names are submitted after November 15th and at the December meeting shall appear as write-in candidates.

Section 3 Who May Run For Office

An individual who is a member in good standing on September 15th of the year of the vote may run for any office as long as he/she meets the requirements set in Bylaws Article IV, Section 3 and Article V, Sections 1 and 5.

Section 4 Who May Vote

Any individual who became a member of WAES no later than September 15th of the current year and continues to be a member in good standing on the day of the election may vote.

Section 5 Ballots

All votes will be taken by secret ballot. Absentee ballots shall be made available UPON REQUEST, and will be honored if received before commencement of the meeting at which any votes are taken. Absentee ballots may be submitted to the Nominating Committee by email or US Postal Service. Absentee ballots shall be sealed in an envelope bearing the name of the member and “BALLOT” in conspicuous letters.

Article VIII Revisions and Amendments

Section 1

The members shall have the power to revise or amend these bylaws by a majority vote of members present at any scheduled business meeting, provided that the amendment or revision(s) to be made has been read at the previous meeting and published in the newsletter.

Section 2

A mandatory review of the Bylaws will occur every two – (2) years via committee appointed by the President.

Article IX Dissolution

Section 1

If it becomes necessary to dissolve the organization, all assets owned by the organization shall be auctioned off to society members. After all debts of the society have been fully paid, the remaining monies in the treasury of the organization shall be given to an appropriate Utah 5Ol(c)(3) corporation chosen by a majority vote of the remaining members at the time of dissolution.

Section 2

No part of the net earnings of the treasury of the organization shall accrue to the benefit of or be distributed to any member, officer, director, or other private person.

Revisions approved by the membership during the December Membership meeting of 2007.





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