ARTICLE I.  Name and purpose

 Section 1.  The name of the organization is the Essex County Ornithological Club of Massachusetts.

 Section 2.  The purposes of the Club, which was established in 1916, are to promote interest in ornithological study in Essex County, Massachusetts, and to promote conservation of birds and their habitats in Essex County.  More specifically, the Club seeks (1) to maintain a long tradition of holding an annual May bird census by canoe and on foot on and along the Ipswich River; (2) to periodically revise the official checklist of the birds of Essex County; (3) To present speakers and organize field trips consistent with the above purposes; and (4) to organize or participate in other such projects and field trips consistent with the above purposes.  It is intended that the club maintain a not-for-profit philosophy.

 ARTICLE II.  Membership and Dues

 Section 1.  Membership in the Club is open to anyone interested in the ornithology and natural history of Essex County.  Membership begins upon payment of dues for the current fiscal year and ends when dues fall into arrears.  The only two kinds of members are regular members and life members.

 Section 2.  Regular membership is for the fiscal year, which begins October 1 and ends September 30.  Payment of dues commences with the first (October) meeting of the fiscal year.  The amount of dues for either regular or life membership is set or modified as needed to meet the Club’s expenses.  Dues changes are proposed by the Council and must be approved by a majority of the Club membership present at a regular meeting. (See Article IV for quorum definition.)

 ARTICLE III.  Administration: Officers, Councilors, and Elections

 Section 1.  The officers of the Club are the President, Vice-president, Secretary, and Treasurer, who, together with no fewer than three and no more than five other members elected at large (“councilors”), constitute the Council, of which the Secretary is clerk.  The Council manages the affairs and any publications of the Club, such as the aforementioned checklist; reviews the records of the Treasurer before the annual meeting; and may inspect any and all records of the Club.

 Section 2.  The President leads the Council and the Club, calls the meetings, appoints committees for ad hoc tasks, and oversees all Club activities.

 Section 3.  The Vice-president is normally on the natural-history staff of the Peabody Essex Museum, where most meetings are held.  He or she assists the President as requested, oversees Club activities in the President’s absence, serves as the Club’s program chair, and, if affiliated with the museum, makes arrangements for officers and/or councilors to inspect Club records that may be stored in the museum’s archives.

 Section 4.  The Secretary keeps minutes of all meetings of the Club and the Council and maintains custody of the Club’s non-financial records.  He or she sends out written notice of all meetings and elections, maintains an electronic mail list of members with that capacity for the purpose of speedy notification of schedule changes and meeting cancellations, and performs such other duties as the office may require.

 Section 5.  The Treasurer has legal responsibility for the Club’s funds, collects dues from members, maintains the official membership and mailing lists, pays bills authorized by the Council, maintains the Club’s not-for-profit philosophy, makes recommendations to the Council on financial operations and needs, presents a written report at the annual meeting, and performs such other duties as the office may require.

 Section 6.  The at-large councilors may be assigned duties by the President as needed.  Councilors will include the immediate past President for at least the year after a new President assumes office, and should include various other members with essential tasks, such as the Club’s webmaster and canoe-trip leader, if those members are willing to serve.

 Section 7.  The officers and councilors shall be elected at the annual meeting (see Article IV) for one-year terms by a majority of members present.  Paper ballots will be used if necessary; otherwise the secretary may cast a unanimous ballot if the positions are uncontested.  The president shall appoint a nominating committee of two or three members well in advance of the annual meeting to consider, consult with, and nominate officer and councilor candidates for the ensuing year.  The chair of the committee shall present the slate of nominations at the meeting prior to the annual meeting, or otherwise assure that the slate is sent to all members at least two weeks prior to the annual meeting.  Currently serving officers and councilors will not be members of the nominating committee unless they have announced their intention not to seek another term.

Section 8.  The officers and councilors shall hold office for the ensuing year or until their successors are elected.  Any vacancy occurring after the annual meeting shall be filled for the balance of the term by election at any subsequent regular meeting.  The president may fill any vacancy by appointment pending such an election.

Section 9.  A majority of the Council may, for good cause, expel an officer or councilor from the Council.  Such action will be presented to the membership at the next regular meeting for ratification by majority vote.

ARTICLE IV.  Meetings and Field Trips

Section 1.  Regular meetings are held on a schedule set by the Council on an annual basis.  The times and dates may be adjusted as needed, but will be made as predictable as possible for the convenience of the members.  Meetings are normally monthly except in summer, and are typically held at the Peabody Essex Museum in Salem.  The annual meeting shall be the regular meeting in January.

Section 2.  For the purpose of voting on any matter, a majority of members present will suffice for passage, so long as a quorum of fifteen members is present.

Section 3.  Meetings of the Council shall be called at the request of the President or any two of its members.  The Council shall meet at least annually to schedule the Club’s activities for the coming year and to otherwise further the Club’s objectives as expressed in Article I, Section 2.  A majority of the Council is required to conduct its business.

Section 4.  Field trips may be substituted for regular meetings or may supplement the meetings.  The Council may organize field trips, in addition to the annual Ipswich River trip, in keeping with the purposes of the Club.

ARTICLE V.  Amendments

Section 1.  These bylaws are subject to repeal or amendment at any regular meeting of the Club.  Due notice of the proposed changes shall be sent to all members in the call for that meeting; every attempt will be made to present them at the previous meeting.  A majority vote of members present is necessary for adoption.