BYLAWS
of the
Pacific Northwest Section,
Society for Range Management
ARTICLE I. MEMBERSHIP
SECTION 1. Membership in the Pacific
Northwest Section shall extend to members in good standing of whatever class of the
Society for Range Management who reside or work within the States of Oregon or Washington
or the Province of British Columbia, Canada, which constitute the geographical limits of
the Section, provided that any such resident member may request to the Executive Secretary
of the Society to become a member of a different section; and provided further that any
member may request to be unsectioned or may elect to be a member of more than one section.
A member who does not reside or work within the geographical boundaries of the Pacific
Northwest Section may request to the Executive Secretary of the Society to become a member
of the Pacific Northwest Section.
SECTION 2. The amount of dues for the Pacific
Northwest Section shall be established by a majority vote of members by letter ballots
which shall be sent to all Section members by the Secretary. Annual Section dues shall be
paid to the Executive Secretary, Society for Range Management, at the time of paying
Society dues.
ARTICLE II. OFFICERS AND DIRECTORS
SECTION 1. The officers of the Section shall
include a President, First Vice-President and a Second Vice-President. The Second
Vice-President shall be elected to that office as hereinafter provided, and in the first
following year shall succeed to the First Vice-Presidency and in the second following year
shall succeed to the presidency.
SECTION 2. The Section shall have a Board of
Directors consisting of the officers named in the foregoing section, and six elected
members, each of whom shall be a member in good standing of the Section.
SECTION 3. The President, First
Vice-President and Second Vice-President shall serve in succession one year in each
position. Each elected director shall serve for a term of three years, with two of the six
directorships being filled by election -each year. No elected officer or director shall be
eligible for reelection to the same office until at least one year has passed after the
completion of the elected term. The terms of office for the newly elected officers and
directors shall begin after their official installation during the Annual Meeting of the
Section next following their election. Elected officers are expected to attend all
meetings. If excessive absences occur the President shall review the reasons and recommend
to the Board appropriate action to be taken up to and including removal and subsequent
replacement as outlined in Article II, Section 5.
SECTION
4. The President, First Vice-President and Second Vice-President shall represent the
Section on the Society for Range Management Advisory Council.
SECTION
5. Vacancies in any unexpired term of the elected members of the Board of Directors
shall be filled from among the Society membership of good standing by a two-thirds
majority vote of the remaining Board of Directors. The President shall nominate two
candidates and conduct a vote by the Board to fill any vacancies on the Board prior to the
next meeting. Vacancies in any unexpired term of the President or First Vice-President
shall be filled in order of automatic succession to the Presidency to serve the unexpired
term and the term for which they were elected. A vacancy of the office of the Second
Vice-President shall be filled by election at the next regular election, thus requiring
election of both First and Second Vice-Presidents for the succeeding year.
SECTION
6. No elected officer or director shall receive a salary or other remuneration for
their services in such offices, but they may be reimbursed for certain direct expenses
incurred in carrying out their official duties. The
policy for such reimbursement to be established from time to time by the Board of
Directors.
ARTICLE III. NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS
SECTION
1. The Second Vice-President and elective members of the Board of Directors of the
Section shall be elected by letter-ballot which shall be sent to all the Section members
by the Secretary.
SECTION 2. A nominating committee of
not less than three members of the Section in good standing shall be appointed by the
President not later than January 30 of each year. The
immediate past president if available shall serve as chairman of this committee.
SECTION 3. It shall be the duty of
the nominating committee to prepare a list of candidates who are qualified for the
elective offices. Persons qualified for elective office are to be Society Members in good
standing of the Section. This list shall include at least two candidates for each elective
office for which they are being nominated. Such list of candidates shall be furnished to
the Board of Directors at the summer meeting for their reaction.
SECTION 4. Petitions for the purpose
of nominating a person as a prospective candidate for an elective position in the Section
shall be made in accordance with the following provisions: (a) each petition shall name
but one candidate for any elective office; (b) persons nominated as a prospective
candidate must be eligible to hold the elective office for which they are being nominated;
and (c) such petitions shall be submitted to the chairman of the nominating committee no
later than May 1 of each year.
SECTION 5. Proposed candidates nominated by
petition, as set forth above, shall be included in the list of all prospective candidates
being considered by the nominating committee, but their names shall appear on the ballot
only if they are finally selected by the nominating committee in accordance with the
committee's procedures and operating guidelines as approved by the Section Board of
Directors.
SECTION 6. The Secretary shall prepare and
send to all Section members a typed or printed ballot containing a list of all candidates
nominated by the nominating committee. Such list shall be sent to all members at least six
(6) weeks prior to the annual meeting.
SECTION 7. Election day for the Pacific
Northwest Section shall be five (5) days prior to the annual meeting.
SECTION 8. Ballots will be returned to the
Secretary who, with the assistance of at least two other members appointed by the
President, will count the ballots and certify the results of the election to the
President. All ballots received by the Secretary on or before election day shall be
counted. The single candidate for Second Vice-President receiving the greatest number of
votes shall be declared elected to that office, and the two candidates for Director who
receive the greatest number of votes shall be declared elected to the Board of Directors.
A tie vote will be decided through the use of lottery by the counters.
ARTICLE IV. MANAGEMENT OF THE SECTION
SECTION 1. The Board of Directors will manage
the affairs of the Section in conformance with the provisions of the Articles of
Incorporation. It shall direct the investment and care of funds of the Section; take
measures to advance the interest of the Section; disseminate technical knowledge of
publications, meetings, and other media; and generally direct its business. The Board
shall meet at the time and place of the annual meeting of the Section, and at other times
and places as it shall direct or at the call of the President. Five Board members shall
constitute a quorum, authorized to conduct business of the Section.
SECTION 2. The President shall have general
supervision of the affairs of the Section.
He/she shall appoint members of the Society to standing and other necessary committees and
preside at meetings of the Board of Directors and of the Section.
SECTION 3. The First Vice-President in the
absence or incapacity of the President, shall discharge the duties of that office.
Likewise, the Second Vice-President shall discharge the duties of the First Vice-President
should that officer be absent or incapacitated.
SECTION
4. A Secretary shall be appointed by the
President with the consent of the Board of Directors. The Secretary of the Section
shall serve as an ex-officio, nonvoting member of the Board of Directors. The Secretary is
accountable to the Board of Directors and is under the immediate direction of the
President. The Secretary shall be expected to attend all business meetings of the Section.
Duties of the Secretary will be to outline and duly record the business and proceedings
thereof; maintain a suitable membership file; conduct the correspondence of the Section
and keep full records of the same; make a report which shall be presented at the annual
meeting of the Section, and perform all other duties which may from time to time be
assigned by the President. The Secretary shall make reports to the Executive Secretary of
the Society on activities of the Section.
SECTION
5. The President shall appoint, with the approval of the Board of Directors, a
permanent Treasurer whose term of office shall be unlimited except that it may be
terminated by the appointee at their pleasure or for cause. As the Section is incorporated
in the State of Oregon, the Treasurer, who is also the Corporate Representative, must
reside in the state. The Treasurer's duties shall be to collect and receive and deposit
all monies in the name of the Section and shall pay all bills when certified by the
President. The Treasurer shall make a financial report which shall be presented at the
annual meeting of the Section and shall make such financial reports to the corporate
representative as the latter may require.
SECTION 6. The President, with
approval by the Board of Directors, shall appoint a Corporate Representative whose term of
office shall be unlimited, except that it may be terminated by the appointee at their
pleasure or for cause. The Corporate Representative's duties shall be to maintain a
permanent address for the Section Corporation and to represent it with the Federal
Internal Revenue Service, the Oregon Corporation Commission and any state or provincial
body of Washington or British Columbia which may regulate the business of corporations.
The Representative shall make such reports to the State and Federal agencies as required
by them. In carrying out responsibilities, the Representative will be assisted by the
Secretary and Treasurer.
SECTION 7. The Section shall operate
under the standards of fiscal integrity. The Section shall not knowingly develop a deficit
operating budget for regular activities. Expenditures beyond the income shall be
authorized only for short-term activities of direct benefit to the Section and Society.
Such expenditures will be recognized by the elected officers and be secured by cash
reserves of the Section.
SECTION
8. It shall be the duty of the Board of
Directors to formulate policies, and carry out the will of the Section Membership as
expressed at official meetings. Board members
should stand ready to represent the Section regarding Society business when called upon by
the President.
SECTION 9. The President at each annual
meeting, will appoint a committee to audit the Treasurer's book for the past year and
report to the general membership on their accuracy at that meeting.
ARTICLE V. MEETINGS
SECTION 1. An annual meeting of the Section
for the presentation and discussion of professional papers to exchange ideas and for
professional intercourse shall be held annually in October at such place as the Board of
Directors may determine. Notice of such meeting, including the tentative program, shall be
announced to the membership by the President at least six (6) weeks in advance of the
meeting. Regular business meetings of the Section shall be held in connection with the
annual meeting.
SECTION 2. Business meetings, summer meetings
and other meetings may be called at intervals by the Board of Directors. Upon written
request of not less than 20 members, which request will state the purpose of the meeting,
the Board of Directors shall call a special meeting of the Section. The call for such a
meeting shall be issued not less than 30 days in advance and state the purpose thereof,
and no other business shall be transacted at such meeting.
SECTION 3. The order of business at annual
meeting(s) of the Section unless otherwise provided shall be as follows:
Report of the President
Report of the Secretary
Report of Audit
Committee
Announcements by the
Secretary
Committee Reports
New Business
Presentation of Papers
Installation of
Officers
SECTION 4. A Local Arrangements Committee for
the next annual meeting shall be appointed by the President at the annual meeting. The
First Vice-President shall be chairman of the Program Committee and will be responsible
for the program and scheduling of committee and business meetings.
ARTICLE VI. ADVISORY COUNCIL
SECTION 1. An Advisory Council shall serve as
a consultative and advisory body to the Board of Directors, to provide the means for
discussion and evaluating Section affairs and to provide the opportunity for reporting on,
exchanging ideas about, and evaluating Chapter activities and programs.
SECTION 2. The Advisory Council shall be
composed of the President and two elected officers of each Chapter of the Section. For the
purpose of conducting normal business at the meetings of the Advisory Council duly
authorized members of Chapters may serve as alternates. The Advisory Council shall be
chaired on an annual basis in accordance with the Advisory Council procedures as approved
by the Board of Directors.
SECTION 3. The Advisory Council shall meet in
separate session at the place and time of each annual meeting of the Section and report
recommendations to the Board of Directors.
SECTION 4. The duties and authority of the
Advisory Council are advising, consulting, and recommending, and by such actions serving
as an effective liaison between the Board of Directors, Chapters, and the membership at
large. Matters of which may properly come before the Advisory Council would include, but
not necessarily be limited to: (a) presentation and discussion of annual reports from each
Chapter, (b) requests by the Board of Directors for Council's consideration of a given
matter, and (c) requests by individual members or by Chapters for Council's consideration
of a given matter.
SECTION 5. Representatives to the Advisory
Council, including duly authorized alternates, in attendance at any meeting of the
Advisory Council, shall constitute a quorum. A simple majority vote of such
representatives shall be sufficient to effect actions of the Advisory Council.
SECTION 6. The current Chairman of the
Advisory Council shall preside at all meetings of the same. In the event of the Chairman's
absence, the Chairman-elect who also serves as secretary of the Advisory Council, will
preside. The Secretary shall be responsible for editing the proceedings of each meeting
and distributing copies thereof to each member of the Board of Directors and to the
Chapters. The Chairman may appoint committees to the Advisory Council as deemed necessary
for the effective and efficient conduct of business, and also may prepare and distribute
to all Council members an agenda for each meeting. At the end of the Chairman's terms all
records of the Council will be forwarded to successor in that office.
ARTICLE VII. CHAPTERS
SECTION 1. The Section may authorize
establishment of Chapters in accordance with the provisions of the Society bylaws.
ARTICLE VIII. PUBLICATIONS
SECTION 1. The publications and papers of the
Section shall be issued in such a manner as the Board of Directors may direct.
SECTION 2. Publications of the Section shall
conform to the principles, policies, and objectives of the Society.
SECTION 3. The Section or the Society or
their officers shall not be responsible for statements or opinions advanced in papers or
discussions at meetings of the Section, or printed in publications.
ARTICLE IX. ENDOWMENTS AND SPECIAL GIFTS
SECTION 1. Endowments and special gifts are
an appropriate means of recognizing and remembering members of our organization who choose
to make a monetary contribution or who have passed away and whose family and friends wish
to establish a memorial in their honor. While it is possible to establish such accounts
for any of the several purposes which the Society for Range Management, Pacific Northwest
Section fosters, it is most likely that these accounts will be used for youth activities
and/or scholarships.
SECTION 2. Endowments: In order to
establish an endowment account bearing the donor's name, a minimum of $5,000 is necessary.
(The PNW/SRM will accept $2,500 and a promissory letter from the donor indicating that the
remaining $2,500 will be donated within a five-year time period.) Earned interest on that
endowment will be used to disburse funds in the donor's name on a continuing basis.
SECTION 3. Special Gifts--One-Time Awards:
Gifts can be accepted by the PNW/SRM and funds disbursed on a non-continuing basis. The
principal will be disbursed in the donor's name until the gifted amount is exhausted.
SECTION 4. Special Gifts--Endowment
Holding Account: If a donor chooses to make a contribution which would aid in
providing distributions on a continuing basis, the gift could be accepted and added to an
existing Endowment Holding Account. When that
account reaches the $5,000 minimum principal balance necessary to support a continuing
disbursement of earned interest, it will be activated. These monies will be disbursed as
Pacific Northwest Section, Society for Range Management funds, with no mention of
individual donors.
SECTION 5. Special Gifts--General
Operating Fund: There are occasions when a donor may wish to make a contribution
(independent of gift size) to be used by the PNW/SRM as is deemed in the best interest of
the organization. Such gifts should be accepted and placed in our General Operating Fund.
SECTION 6. An official of the PNW/SRM, either
the President or a duly appointed representative, must be responsible for contacting
individuals wishing to make donations and explain these options to them. Once the gift has
been accepted, the chair of the Student Affairs, or other appropriate committee, needs to
write the donor explaining how the monies were used each time a distribution of funds is
made. The Student Affairs, or other appropriate committee, chair will also contact the
recipient of the award, encouraging her/him to write the donor also.
ARTICLE X. AMENDMENTS
SECTION 1. Proposed amendments to these
bylaws shall be submitted to a vote of the Section membership, and shall be effected by an
affirmative vote of two-thirds or more of the members voting.
SECTION 2. Amendments may be proposed by
submitting the same to the Board of Directors for its approval, in writing and bearing a
signature of at least 25 members of the Section. Amendments also may be proposed by a
majority vote of the Board of Directors. All proposed amendments approved by the Board of
Directors shall be submitted to a referendum in the regular election next following, or,
at the direction of the Board, a special referendum may be held.
SECTION 3. Proposed amendments shall be typed
or printed and mailed to all members of the Section, together with a typed or printed
ballot indicating a "Yes" and a "No" for the proposed amendment. If
the referendum is held during a regular annual election of the Society, the ballots
returned to the Secretary five (5) days prior to the annual meeting shall be counted by
the Secretary. If a special referendum is held, the typed or printed ballot shall show
plainly the date by which it is to be returned to the Secretary to be eligible for
counting, such specified date to be not less than ten (10) days from the date of mailing
to the membership.
SECTION 4. A proposed amendment that receives
the required two-thirds affirmative vote shall take effect immediately upon submission of
the Secretary's report to the President.
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John and Ann Tanaka, Co-Editors
E-mail: john@pnwsrm.org
Phone: (541) 562-5129
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