BYLAWS
OF
THE LOUISIANA GULF COAST
HERPETOLOGICAL SOCIETY, INC.
1.1 The Louisiana Gulf Coast Herpetological Society, Inc. (the “corporation”) shall continuously maintain a registered office and agent in the State of Louisiana. The registered office and agent of the corporation shall be as specified in the articles of incorporation unless and until a different office or agent is designated in any annual report or other appropriate document filed with the Secretary of State of Louisiana in conformity with the Nonprofit Corporation Law of the State of Louisiana. A change in the registered office or agent may be authorized at any time by the board of directors. The registered agent must be a member of the corporation. Notice of a change of registered office or agent shall be given in the manner required by the Nonprofit Corporation Law of the State of Louisiana.
1.2 The corporation may have such other offices at such other places as the board of directors may from time to time determine or the business of the corporation may require.
2.1 Members shall be those persons determined in accordance with the corporation’s articles of incorporation.
2.2 The board of directors shall have the authority to determine the membership dues from time to time, including the amount, time due and method of payment or collection thereof.
3.1 A meeting of the membership shall be held annually for the purpose of electing members of the board of directors. The annual meeting shall be held on the first Sunday in November of each year or at such other time as the board of directors may designate, at which time the board of directors will be elected by the members. The term of office of directors elected at the annual meeting will commence on the January 1st following the annual meeting and continue through December 31st or until their successors are elected and qualified.
3.2 All meetings of the membership shall be held at such place within the State of Louisiana as may be designated by the board of directors.
3.3 Special meetings of the membership for any purpose or purposes may be called by the president or by the board of directors. At any time, upon the written request of the president or the board of directors, the secretary shall call a special meeting of the membership to be held at such place and at such time as the secretary may fix, not less than 10 nor more than 60 days after the receipt of such request (unless different notice is required by law), and if the secretary shall neglect or refuse to fix such time or give notice of the meeting, the president or the board of directors making the request may do so.
3.4 Except as provided in Section 3.3 hereof or by law, the authorized person or persons calling a membership meeting shall cause written notice of the time, place and purpose of the meeting to be given to all members entitled to vote at the meeting, at least 10 days and not more than 60 days prior to the day fixed for the meeting. Notice of the annual meeting need not state the purpose thereof, except as required by law if a specified action is to be taken at the meeting.
3.5 Member quorum and voting requirements shall be as specified in the articles of incorporation.
3.6 A member may vote at a meeting by delivering to the secretary at least two days prior to the meeting a written ballot or an electronic mail communication, which shall be presented at the meeting by the secretary. Members present in person at the meeting may vote by ballot. In addition, at any meeting of the members, every member shall be entitled to vote by proxy duly authorized in writing, signed by the member and filed with the secretary at or before the meeting, and bearing a date not more than eleven months prior to said meeting, unless such instrument provides for a longer period not more than three years. The proxy holder need not be a member of the corporation. The revocation of a ballot, electronic mail communication or proxy shall not be effective until written notice thereof has been received by the secretary of the corporation, or unless a ballot, electronic mail communication or proxy of a later date is received by the secretary at or before the meeting.
3.7 Only persons who are nominated in accordance with the procedures set forth in the articles of incorporation shall be eligible for election as a director of the corporation at an annual meeting of members. At any annual or special meeting of members, the only business that may be conducted is that business brought before the meeting in the manner provided in the articles of incorporation.
3.8 At any meeting of members, a list of members entitled to vote, arranged alphabetically and certified by the secretary, showing the members on the record date for the meeting, shall be produced on the request of any member. The list shall be prima facie evidence of its contents, and the right of the members listed thereon to vote.
4.1 All of the corporate powers shall be vested in, and the business and affairs of the corporation shall be managed by a board of directors of at least three natural persons, the exact number of which shall be designated from time to time by action of the board of directors. Each director shall be a natural person of the full age of majority and a member of the corporation.
4.2 The board may exercise all such powers of the corporation and do all such lawful acts and things which are not by law, the corporation’s articles of incorporation or these bylaws directed or required to be done by the members.
4.3 Board vacancies may be filled as provided in the corporation’s articles of incorporation.
5.1 The meetings of the board of directors may be held at such place within or without the State of Louisiana as a majority of the directors may from time to time determine.
5.2 Regular meetings of the board shall be held at the times determined by the board, upon at least five days’ written or electronic mail notice from the president or the secretary, at such time and place as shall from time to time be determined by the board. Directors present at any regular or special meeting shall be deemed to have received due, or to have waived, notice thereof, provided that a director who participates in a meeting by telephone shall not be deemed to have received or waived due notice if, at the beginning of the meeting, he or she objects to the transaction of any business because the meeting is not lawfully called.
5.3 Special meetings of the board may be called by the president or by any two or more directors on at least two days’ notice given to each director.
5.4 A majority of the board shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the board.
5.5 If a quorum is present when the meeting is convened, the directors present may continue to do business, taking action by vote of a majority of a quorum as fixed in Section 5.4 hereof, until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum as fixed in Section 5.4 hereof or the refusal of any director present to vote.
5.6 Any action which may be taken at a meeting of the board, or any committee thereof, may be taken by a consent in writing signed by all of the directors or by all members of the committee, as the case may be, and filed with the records of proceedings of the board or committee.
5.7 The board of directors or any committee thereof may hold a meeting by means of conference telephone or similar communications equipment provided that all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
The board may designate one or more committees, each committee to consist of at least one directors of the corporation, which, to the extent provided by resolution of the board or the bylaws, shall have and may exercise the powers of the board in the management of the business and affairs of the corporation. Each such committee shall hold office during the term of the board constituting it, unless otherwise ordered by the board.
The members may remove from office any one or more of the directors in the manner provided in the corporation’s articles of incorporation.
8.1 Any written notice required or permitted by law, the articles of incorporation or the bylaws to be given to any member or director shall be deemed to have been given to such member or director when (1) such notice is personally delivered to such member or director, (2) three business days after such notice is placed in the United States mail, postage prepaid, addressed to such member or director at his address as reflected in the corporation’s records, or (3) sent by electronic mail to the member or director or at his or her electronic mail address as reflected in the corporation’s records.
8.2 Whenever any notice is required to be given by law, the articles of incorporation or the bylaws, a waiver thereof in writing, signed by person or person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. The waiver need not specify the purpose of or the business to be transacted at the meeting. Notice shall be deemed to have been given to, or waived by, all members present or represented any any meeting except any member who, at the beginning of the meeting, objects to the transaction of any business because the meeting is not lawfully called or convened.
9.1 The officers of the corporation shall be chosen by the board of directors and shall be a president, vice-president, a secretary and a treasurer. Any two offices other than president and vice-president may be held by one person, provided that no person holding more than one office may sign, in more than one capacity, any certificate or other instrument required by law to be signed by two officers. The president must be a director of the corporation.
9.2 The board of directors may appoint such other officers as it shall deem necessary, who shall exercise such powers and perform such duties as shall be determined from time to time by the board.
9.3 The officers of the corporation shall hold office for a term that corresponds to that of the board that appointed them and until their successors are appointed; provided, that the board may remove any officer with or without cause at any time. Any president or vice-president who has served two consecutive terms may not serve in the same office for the next succeeding term.
9.4 The president shall preside at all meetings of the membership, shall have general and active management of the business of the corporation, and shall have such other duties as may be assigned by the board.
9.5 The vice-president shall perform the duties of the president in the absence of the president and shall have such other duties as may be assigned by the board or the president.
9.6 The secretary shall attend all meetings of the board of directors and all meetings of the membership and record all votes and the minutes of all proceedings. He or she shall give, or cause to be given, notice of all meetings of the membership and the board, and shall perform such other duties as may be prescribed by the board or president.
9.7 The treasurer shall have the custody of the corporate funds and shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. He or she shall keep a proper accounting of all receipts and disbursements and shall disburse the funds of the corporation only for proper corporate purposes or as may be ordered by the board and shall render to the president and the board at the regular meetings of the board, or whenever they may require it, an account of all his or her transactions as treasurer and of the financial condition of the corporation. The treasurer shall have such other duties as may be assigned by the board or president.
10.1 All dues will be used in furtherance of the purposes provided in the corporation’s articles of incorporation.
10.2 All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
10.3 In no event shall the corporation or its officers make any expenditures or engage in any activity inconsistent with the corporation’s status as a corporation exempt from federal income taxation under the Internal Revenue Code.
10.4 The fiscal of this corporation shall be from the 1st of January in each year until the 31st of December of that year.
These bylaws may be amended or repealed by the board of directors at any regular or special meeting or by written consent. Bylaws may be amended at any meeting of directors regardless of whether or not the notice of such meeting stated such amendment as a purpose of the meeting.
* * * * *
The undersigned hereby certifies that the foregoing is a true and correct copy of the bylaws of The Louisiana Gulf Coast Herpetological Society, Inc. as adopted by its board of directors on ___________________, 2001.
________________, 2001 ______________________________
Secretary