Article I   

The name of this organization shall be the Brookline Bird Club, Inc.
(which is hereinafter referred to as the “club”).

The objectives of this club shall be the stimulating of interest in bird life and the increase and protection of our local wild birds.

Section 1

Any person may become a member upon payment of dues to the club.

Section 2

The Board of Directors may determine different classifications of membership and may establish dues for each such classification, including, without limitation, life membership dues, by a three-fourths vote of the Board members present at any Board meeting.

Section 3

Any person may be elected an Honorary Life Member by a unanimous vote of the Board members, present and voting at any Board meeting, and three-fourths vote of the club membership, present and voting at any club business meeting

Section 1

The governing body of this club shall be a Board of Directors, consisting of four Officers and sixteen Directors. The Directors shall be divided into two groups of eight each.   The tenure of office of only eight can expire by limitation in any one year.   At each Annual Meeting, members of the club will elect eight Directors by plurality vote of the members present at such Annual Meeting.

Section 2

At each Annual Meeting the club will elect by plurality vote of the members so present a President, Vice-President, Treasurer, and Clerk (who will also be Recording Secretary).

Section 3

Vacancies in the Board of Directors shall be filled by a majority vote of  remaining Board members to complete the term in which these vacancies occur.

Section 4

Should the office of President become vacant, the Vice-President will become President and the office of Vice-President will be filled in accordance with Article IV, Section 3.

Section 5

Prior to the Annual Meeting, the President shall appoint a Nominating Committee of three club members, whose duties shall be to present at the Annual Meeting a list of candidates for elective office.

 Section 6

A two-thirds vote of the entire board may, with or without cause, remove an officer or director from the Board of Directors.

Section 1

The duties of the President shall be to preside at all meetings, appoint committees, and exercise the general affairs of the club.

 Section 2

In the absence of the President, the Vice-President shall preside at all meetings and perform all duties of the President.

Section 3

The Recording Secretary (Clerk) shall keep the records of all the proceedings of the club and the Board of Directors.

 Section 4

The Treasurer shall pay from the funds of the club all bills authorized or approved by the Board of Directors, maintain records of club income and expenses, present an annual financial report to the Board, and file all financial reports required by State and Federal law.

Section 1

The Annual Meeting shall be held before May 15 of each year.  A notice of the meeting shall be sent by surface or electronic mail to each member at least ten days in advance.

 Section 2

The order of business of the Annual Meeting shall be:
 

1.   Reading of the record of the previous meeting.

2.   Treasurer’s Report.

3.   Reading of Communications and Committee Reports.

4.   Election of Officers.

5.   Unfinished Business.

6.   New Business.

 Section 3

Club meetings may be held at any time on ten days’ notice at the call of the President, or upon written application signed by three members of the Board of Directors.

Section 4

Fifty members present at any club meeting shall constitute a quorum.

 Section 5

Meetings of the Board of Directors may be held at such times as may be appointed by the President, or in the absence of the President by the  Vice-President or by a petition of three members of the Board of Directors.

Section 6

Eleven members present at any Board of Directors Meeting shall constitute a quorum, and each Board member present will have one vote.

Section 7

The Board members may adopt a vote other than at a duly held Meeting of said Board of Directors if such vote is adopted in a writing signed or agreed to via electronic mail by all Board members and placed in the corporation’s minute book by the Clerk.  Any such vote so adopted shall be as fully effectual as if adopted at a duly held meeting of said Board of Directors.

Section 1

Each director and officer of the club in each instance, whether elected by the members of the club or by the Board of Directors and whether or not then in office, shall be indemnified by the club against all charges which may be reasonably incurred or paid by him or her in connection with any claim, actual or threatened action, suit or proceeding (civil, criminal or other, including appeals) in which he or she may be  involved by reason of his or her being or having been such director or officer, made or brought against him or her by reason of any act or omission, or alleged act or  omission by him or her in any or each such capacity, and also against all charges  which may  be reasonably incurred or paid by him or her (other than to the club for its account) in reasonable settlement of any such claim, action, suit or proceeding.

The determination whether a settlement is or was reasonable shall be made by a majority of a quorum of the Board of Directors comprised of those Board members who are not involved in the claim, action, suit or proceeding, and if there be no such quorum, then by one or more disinterested persons to whom the question may be referred by the Board of Directors.

Section 2

The Board of Directors may, by general vote or by vote pertaining to a specific field trip leader or agent, authorize indemnification of the club’s field trip leaders and agents to whatever extent they may determine, which may be in the same manner and to the same extent provided in Section 1 above.

Section 3

As used in this Article VII, the term “charges” shall include, without limitation, judgment awards, settlement awards, awards by other tribunals or bodies, attorneys’ fees, costs, fines, penalties and other liabilities.

Section 4

Indemnification under this Article VII, whether under Section 1 or Section 2, shall not be made, and no person shall be entitled to indemnification, in any case where such claim, action, suit or proceeding shall proceed to final adjudication and it shall be finally adjudged, nor shall any settlement be determined reasonable if it is found, that such director, officer, field trip leader or agent has not acted in good faith and in the reasonable belief that his or her action was in the best interests of the club.  Neither a judgment of conviction nor the entry of any plea in a criminal case shall of itself be deemed an adjudication that such director, officer, field trip leader or agent acted without good faith, or for a purpose which he or she did not reasonably believe to be in the best interests of the club.

Section 5

The rights of indemnification herein provided for shall be severable, shall not be exclusive of other rights to which any director, officer, field trip leader or agent may now or hereafter be entitled, shall continue as to a person who has ceased to be such director, officer, field trip leader or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6

The club shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, field trip leader or other agent of the club, or is or was serving at the request of the club as a director, officer, field trip leader or other agent of another organization, in which it has an interest, against any liability incurred by him or her in any such capacity , or arising out of his or her status as such, whether or not the club would have the power to indemnify him or her against such liability.

Amendments to these By-laws may be made by a three-fourths vote of the club members present at any club meeting,  provided written notice of the proposed change shall have been sent to every club member, via surface or electronic mail, not less than ten days prior to the meeting at which such action is taken.

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