GRAND TRAVERSE AUDUBON CLUB BY - LAWS
ADOPTED October 28, 1995 - Amended December 21, 2000 - Amended October 21, 2006

I. Name of Club
The name of this club shall be Grand Traverse Audubon Club.

II. Objectives
The objectives of the Grand Traverse Audubon Club are the welfare and
preservation of the bird life and other fauna, the flora, the resources and the beauty
of our environment, especially in the Grand Traverse area. We shall cooperate
with any individual, organization, or governmental unit that shares these
objectives.

III. Affiliation
The Grand Traverse Audubon Club is a chapter of the Michigan Audubon
Society. As such, it is also affiliated with the National Audubon Society.

IV. Membership
Membership in the Grand Traverse Audubon Club shall be extended to
any individual or family that has paid the Club dues as established by these
by-laws.
While all members are encouraged to join the National Audubon
Society, membership is not a pre-requisite to membership in the Grand Traverse
Audubon Club.

V. Organization
A. Executive Board Activities of the Club shall be administered by an
Executive Board composed of the following officers: President, 1st Vice President,
2nd Vice President, Treasurer, Secretary, and Newsletter Editor.
In addition to the above officers, the immediate Past President, the elected
Club representative to the State Audubon Society and two elected representatives
from the general membership shall be voting members of the Executive Board.

B. Terms of Office Officers shall be elected for one year terms. Terms beginning
January 1. There shall be no limitation on the number of terms any individual may serve in any
one office.

C. Vacancies Any vacancy that arises in the Executive Board shall be
filled for the remainder of the year by decision of the Executive Board upon
recommendation from the on-going Nominating Committee. Such appointment
shall be subject to the approval of the general membership at the next regular
meeting of the club.

D. Duties of Officers Duties of each office shall be assigned by the
Executive Board, except that of the lst Vice President shall be Program
Committee Chairman and the 2nd Vice President shall be Green Acres
Committee Chairman. The general duties of each office shall include such
Responsibilities as are implied by the titles of offices. Each officer shall
keep such records as may be necessary to provide adequate background
and direction for his or her successor.

E. Quorum for Executive Board Meetings A majority of the Executive
Board shall constitute a quorum at meetings of the Board. The meetings of
the Executive Board shall be open to any member in good standing.

F. Committees The president shall appoint such additional committees
as may be necessary.

VI. Meetings

A. Annual Dinner Meeting An Annual dinner meeting of the Club
shall be held each October at which meeting officers for the next calendar
year shall be elected.

B. Annual Business Meeting An Annual Business Meeting of the
Club shall be held in January at the call of the Executive Board.
Annual reports for the preceding year shall be presented at this meeting. The
Treasurer of the preceding year shall submit a written financial report and a
membership statement for the preceding year at the Annual Business Meeting.

C. Regular Program Meetings There shall be regular program
meetings during the year with such additional meetings and field trips as may
be scheduled by the Executive Board and the Program Committee.

D. Quorum for General Membership Meetings For the purpose of
transacting business at a regular or special meeting, fifteen (15) members
shall constitute a quorum.

VII. Nominating Committee and Election

A. Election of Officers Club officers shall be elected at the Annual
dinner Meeting in October.

B. Nominating Committee The Executive Board shall appoint an
on-going Nominating Committee of three (3) members at its first meeting
after taking office in January, one of whom shall be a member of the
Executive Board.

C. Nominations The Nominating Committee shall nominate one
Candidate for each office and shall report such nominations to the Executive
Board and members at the Annual Dinner Meeting. In selecting candidates
the Committee shall have as an objective a reasonable degree of change
among the Club's officers. To that end the Committee shall encourage the
candidacy of qualified individuals who have not previously served as Club
officers.

D. Nominations from the Floor After the report of the Nominating
Committee additional nominations may be made from the floor.

E. Requirement for Election A majority vote of members present
shall be necessary for election of any officer.

VIII. Dues, Property and Funds

A. Establishment of Dues Club dues shall be recommended by
the Executive Board and the Budget Chairman and shall be approved by a
simple majority vote of members present.

B. Walter Hastings Memorial Environmental Education Fund
Donations and gifts to Grand Traverse Audubon Club will be placed in the
Walter Hastings Memorial Environmental Education Fund. Disbursement
of these funds will be at the discretion of the Board.

C. Assessments Assessments, other than dues, shall not be made
against members unless specifically voted by the general membership after
they have received prior written notice of any proposed assessment.

D. Misuse of Club Funds Club funds shall not be used for the
personal profit of any of its members.

E. Dissolution of Club Should the Club fail, be dissolved or fail
to elect officers for three (3) consecutive years, its cash on hand and any
other assets shall become the property of the Michigan Audubon Society.

IX. Amendments

A. Amending Procedure These By-Laws may be changed in
whole or in part or may be added to at any regular membership meeting
provided that the entire membership is notified of the proposed changes
in writing at least ten (10) days in advance of such a meeting.
Amendments may be proposed by a majority vote of the Executive
Board or by written petition of at least 25% of the general membership.

B. Requirement for Adoption To be adopted, amendments must
be favored by a two-thirds majority of those voting, except for changes
in dues, which requires only a simple majority.

X. Resolutions and Statements of Position (Amendment passed 12-21-00)

A. The Grand Traverse Audubon Club may from time to time issue statements of position or pass resolutions regarding conservation or environmental concerns. These may be sent to governmental authorities and/or other interested entities. At a general meeting, a resolution will be considered adopted if it is voted favorably by a majority of members in attendance.

B. There may be times when conservation or environmental issues present themselves and there is no general meeting scheduled before action is required. In these cases a majority of Executive Board members can approve a resolution or issue a statement of position for the Grand Traverse Audubon Club. Such position statements or resolutions shall be under the name of the Grand Traverse Audubon Club Executive Board.