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By-Laws of the Chicago Ornithological Society

article I.
GENERAL PURPOSES

Section 1. Purposes. The purposes of this corporation (hereafter called "COS") shall be to promote the scientific and educational aspects of ornithology in the greater Chicago, Illinois area by publishing a periodic newsletter, conducting field trips to study birds in their natural habitat, and engaging in such other activities as the Board of Directors (hereafter called the "Board") may determine from time to time, including, but not limited to, seminars, conferences, and annual Spring, Christmas, and Breeding Bird Censuses.

ARTICLE II.
MEMBERS

Section 1. Members. The membership shall be open to any person with an interest in ornithology.

Section 2. Classes of Members. There shall be the following classes of membership:

a) Individual;

b) Family, open to two or more Individuals who are members of one household;

c) Honorary;

d) Life.

Section 3. Rights of Members. All Members shall have the right to receive the newsletter, to attend field trips, conferences, seminars and other activities of COS, and to attend and vote (see Article II, Section 9) at meetings of the members.

Section 4. Annual Dues. The annual dues for each class of membership shall be set by the Board from time to time. If a member fails to pay the annual dues within ninety (90) days after the date of the annual renewal notice sent to the member by COS or its representative, COS may cancel the membership. A canceled member may requalify for membership upon payment of the current dues.

Section 5. Meetings of Members.

a) Regular Meetings of COS shall be held monthly, except for July, August, and December.

b) COS shall hold an Annual Meeting in each year, except the first fiscal year of COS, for the purposes of electing directors and transacting such other business as may be brought before the meeting. The Annual Meeting shall be held at the time of the Regular Meeting of COS during the month of May, at such place as the Board may determine.

c) Special meetings of the members may be called by the President or by the Board or by a group of members in good standing who are entitled to vote at meetings of the members numbering greater than or equal to ten percent of the total membership.

Section 6. Notice of Membersí Meetings. Written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than five (5) days nor more than sixty (60) days before the date of the meeting, or in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, or lease or exchange of assets, not less than twenty (20) nor more than sixty (60) days before the date of the meeting, by or at the direction of the President, or the Secretary, or other person calling the meeting, to each member of record entitled to vote at such meeting.

Section 7. Quorum. Seven (7) members in good standing, who are Individuals, entitled to vote on a matter shall constitute a quorum for consideration of such matter.

Section 8. Proxies. Members entitled to vote may do so in person. Votes shall be permitted by proxy.

Section 9. Votes by Members. Each Member shall be entitled to one vote on each matter submitted to a vote of the members, including, but not limited to, election of directors (see Article III, Section 2). Family members are entitled to one vote per membership to be exercised with the agreement of all Individuals holding the membership in attendance at the meeting. There shall be no cumulative voting.

Section 10. Informed Action by Members Entitled to Vote. Any action required to be taken or which may be taken at any annual or special meeting of the members entitled to vote may be taken without a meeting and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote on the action were present and voting; provided that at least five (5) days prior to the effective date of such consent, a notice in writing of the proposed action is delivered to all of the members entitled to vote on the subject matter thereof, and after the effective date of such consent, prompt notice in writing of the taking of the action without a meeting is delivered to those member entitled to vote who have not consented in writing.

Section 11. Fixed Record Date for Voting. For the purpose of determining members entitled to notice of, or to vote at, any meeting of members, or in order to make a determination of members for any other proper purpose, the Board may fix in advance a date as the record date for any such determination of members, not less than five (5) days nor more than sixty (60) days immediately preceding such meeting.

ARTICLE III.
BOARD OF DIRECTORS

Section 1. Composition and Qualifications. COS shall have nine (9) directors. Each director shall be a natural person of full age and a member of COS in good standing. Collectively, they shall be known as the Board of Directors. See also, Article III, Section 5.

Section 2. Nomination, Election and Term of Office. Except for the initial term (see Article III, Section 3) or terms filling a vacancy pursuant to Article II, Section 8, the following shall pertain:

a) Nomination. The Nominating Committee shall present to the Annual Meeting of COS the names of candidates nominated to fill the positions on the Board (see Article V, Section 2). Candidates may also be nominated by an Individual member of the Society in good standing who is present at the Annual Meeting.

b) Election. Election shall be by vote of those COS members entitled to vote and voting in person at the Annual Meeting of COS. Each member entitled to vote shall cast one vote for each open position on the Board. There shall be no cumulative voting.

c) Term of Office. Directors shall be elected to one (1) year terms. Each director shall take office at the conclusion of the Annual Meeting of COS at which the director is elected. Each director shall hold office until the expiration of his/her term of office, until his/her successor shall have been duly elected and qualified, or until death, he/she resigns or shall have been removed in the manner hereinafter provided.

Section 3. Initial Board of Directors. The initial Board shall be as set forth in the Articles of Incorporation, provided that the term of the directors shall terminate on the date of the first Annual Meeting of COS or on such later date as their successors are elected and shall qualify, or earlier by death, resignation or removal as provided herein. Thereafter, the director shall be elected and serve their terms in accordance with the provisions of Article III, Section 2c).

Section 4. Voting. Each director shall be entitled to one vote on each matter brought to a vote at meetings of the Board. A director may not appoint an alternate. Directors may vote by voice or by ballot. Votes shall be permitted by proxy.

Section 5. Ex Officio Members. Those officers of COS who are not directors, the immediate past President and the chairman of each COS committee shall be ex officio members of the Board but shall have no voting rights. All ex officio members of the Board shall be members of COS in good standing.

Section 6. Organization. At each meeting of the Board, the President or, in the Presidentís absence, any person whom the directors shall appoint by majority vote of the Directors present, shall preside. The Secretary or, in the Secretaryís absence, any other person whom the President shall appoint, shall act as Secretary of the meeting and take all minutes.

Section 7. Resignation. Any director may resign at any time by giving written notice to the President or to the Secretary. A resignation shall take effect at the time specified in such notice, and unless otherwise stated therein, acceptance of a resignation shall not be necessary to make it effective.

Section 8. Vacancies. Any vacancy on the Board shall be filled by vote of the majority of the remaining directors, though less than a quorum, and each director so chosen shall hold office until the next election of directors and until his/her successor shall be duly elected and qualified, or until death, he/she resigns or shall have been removed in the manner herein provided.

Section 9. Annual Meeting. The Annual Meeting of the Board shall be held immediately after the Annual Meeting of COS. At the Annual Meeting, the Board shall elect a President from amongst its members, elect the remaining officers and transact such other business as shall come before the meeting.

Section 10. Regular Meetings. The Board shall meet at regularly scheduled intervals at least three (3) times subsequent to the Annual Meeting of COS at which it was elected and prior to the Annual Meeting of COS at which its successors are to be elected. The scheduled times and places of the Regular Meetings shall be determined by majority vote or as determined by the President.

Section 11. Special Meetings. Special meetings of the Board shall be held whenever called by the President or by any three (3) of the directors.

Section 12. Notice of Director Meetings. Notice of each meeting of the Board shall be given to each director by first class mail, facsimile, electronic mail, or telephone (if by telephone, the notice shall be confirmed in writing by first class mail within two (2) business days), addressed to the directorís last known residence or usual place of business, at least five (5) days before the day on which the meeting is to be held. Each such notice shall state the time and place of the meeting, but need not state the purpose thereof, except as otherwise expressly provided in these Bylaws.

Section 13. Notices Excused. Notice of any meeting of the Board need not be given to any director who is present at such meeting, and any meeting of the directors shall be a legal meeting without any notice thereof having been given, if all the directors are present or individually waive notice in writing before, at, or after such meeting.

Section 14. Quorum; Manner of Acting. Except as otherwise provided by statute of by these Bylaws, a majority of the directors then in office shall be required to constitute of quorum for the transaction of business at any meeting. Unless otherwise provided in the Articles or Bylaws of this corporation, the acts of a majority of directors then in office present at any meeting at which a quorum is present shall be the acts of the Board. In the absence of a quorum, a majority of the directors present and entitled to vote may adjourn any meeting from time to time until a quorum is present. Notice of any adjourned meeting need not be given.

Section 15. Telephonic Meetings. Members of the Board or of any committee designated by the Board may participate in a meeting of the Board or a committee thereof by means of conference telephone or other similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 15 shall constitute attendance and presence in person at such meeting.

Section 16. Informal Action by Directors. The authority of the Board or of any Board Committee may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all of the directors or Board committee members entitled to vote. Such written consent shall be filed with the minutes of proceedings of the Board or Board committee. Any such consent signed by all the directors or by all of the members of such committee shall have the same effect as a unanimous vote, and may be stated as such in any document filed with the Secretary of State under the laws of the State of Illinois.

Section 17. Removal of Directors. Any director may be removed either with or without cause at any time by a vote of two-thirds of the members of COS present and voting at a Meeting of COS called upon notice to all members entitled to vote on removal of directors. Such notice shall state that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice. A vacancy in the Board caused by such removal shall be filled in the manner specified in Article III, Section 8.

ARTICLE IV.
OFFICERS

Section 1. Number. The officers of COS shall be as follows: President, First Vice President, Second Vice President, Secretary, Treasurer, and such other officers as the Board shall determine from time to time.

Section 2. Election, Terms of Office and Qualifications. All officers elected for full terms shall be nominated by the Board and be elected by a majority vote of those directors entitled to vote and present at the Annual Meeting of the Board (see Article III, Section 9). Officers shall hold office until the next annual election of officers and until their successors shall have been duly elected and qualified or until their death, resignation, or removal in the manner hereinafter provided. An officer may serve an unlimited number of consecutive or non-consecutive terms. The President shall be a director. All officers shall be members of COS in good standing.

Section 3. Resignations. Any officer may resign at any time by giving written notice to the Board, the President or Secretary. Any such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of the such resignation shall not be necessary to make it effective.

Section 4. Removal of Officers. Any officer may be removed either with or without cause by a majority vote of those directors qualified to vote and present at any meeting called for that purpose. Such purpose shall be stated in the notice or waiver of notice of such meeting, unless all of the directors entitled to vote are present.

Section 5. Vacancies. A vacancy in an office because of death, resignation, removal, or any other cause shall be filled by resolution of the Board. An officer so elected shall serve for the unexpired term of the replaced officer and until his/her successor shall have been elected and qualified or until death, resignation or removal in the manner herein provided.

Section 6. Duties of Officers. The duties of the officers of COS shall be as follows:

a) President. The President shall preside at meetings of the Board and of COS, shall see that all orders and resolutions of the Board are carried into effect, and shall have general managerial responsibility and authority to conduct the day-to-day affairs of COS.

b) First Vice President. The First Vice President shall assist the President to manage the day-to-day affairs of COS. The First Vice President shall chair the Program Committee (see Article VI, Section 2). The First Vice President shall have all the powers of the office of the President in the event of a vacancy or incapacity in that office.

c) Second Vice President. The Second Vice President shall chair the Field Trip Committee (see Article VI, Section 3). The Second Vice President shall have all the powers of the office of the President in the event of vacancy or incapacity in the offices of both the President and the First Vice President.

d) Secretary. The Secretary shall keep and distribute to directors and ex officio members of the Board minutes of all proceedings of COS and the Board; give proper notice of meetings of COS and the Board; hold reports submitted by officers, directors and committee chairs and other records as COS may have; and have authority to certify the Bylaws, resolutions of COS, Board and committees, and other documents of COS as true and correct copies.

e) Treasurer. The Treasurer shall receive and safely keep COSís funds and securities and have custody of them in such bank or banks as are approved by the Board; disburse COSís funds on its checks as the Board may direct or approve, taking proper vouchers therefore and issue receipts for the same when requested; and keep such financial records as are necessary and render to the Board, whenever it may require, an account of the Treasurerís transactions and of the financial condition of COS, including all of its assets. The Treasurer may be bonded, if and as required by the Board, at the expense of COS.

ARTICLE V.
COMMITTEES OF THE BOARD

Section 1. Board Committees. The Board may, by resolution, establish one or more committees and may designate one or more of the members of COS to serve as members of such committee(s). The first such committee shall be the Nominating Committee. The powers and duties of the Nominating Committee are set forth below. The powers and duties of all other committees of the Board shall be specified by the resolution of the Board that creates them. Each committee may adopt procedures for the conduct of its business not inconsistent with these Bylaws and the resolutions of the Board relating to the committee. Each such committee shall have two (2) or more directors who shall be a majority of the committeeís membership. The chair of each Board committee shall be a director.

Section 2. Nominating Committee. Prior to the Annual Meeting of COS, the Nominating Committee shall present to the Board for approval the names of one or more candidates for each position on the Board that is open or will become open at the conclusion of the Annual Meeting of COS. Candidates may also be nominated by an Individual member of COS in good standing provided that the nomination is received by the Nominating Committee prior to the start of the Annual Meeting of COS. The immediate past President shall be a member of this committee. The President shall not be a member of this committee.

ARTICLE VI.
SOCIETY COMMITTEES

Section 1. Society Committees. COS shall have the following committees, as well as such others as may from time to time be established. With the exception of the Program Committee and the Field Trip Committee ("Excepted Committees"), the powers and duties of each committee shall be determined by resolution of the Board and these Bylaws. The Board shall appoint the chair of each committee other than of the Excepted Committees. The chair of the committee may appoint as many additional members of COS to the committee as he/she believes necessary to accomplish the tasks of the committee. The President, provided the Board does not object, shall have the power to establish committees not named below, determine their powers and duties, and name their chairs.

Section 2. Program Committee. The Program Committee shall arrange presentations and programs for the Regular Meetings of COS. The chair of the Program Committee shall be the First Vice President.

Section 3. Field Trip Committee. The Field Trip Committee shall arrange field trips and excursions. The Field Trip Committee shall approve, correlate and keep records of observations and data upon which COS desires to place its sanction. The chair of the Field Trip Committee shall be the Second Vice President.

Section 4. Membership Committee. The Membership Committee shall maintain contact with the members of COS, acquire new members and enlist the interest of others in the work of COS.

Section 5. Newsletter Committee. The Newsletter Committee shall produce and distribute to the members on a regular basis a Society newsletter.

Section 6. Conservation Committee. The Conservation Committee shall inform the members of issues pertaining to the perpetuation of native birds and their habitat in the greater Chicago, Illinois area.

ARTICLE VII.
CORPORATE SEAL

Section 1. Corporate Seal. The seal of COS shall be that of the imprint appearing here.

ARTICLE VIII.
FISCAL YEAR

Section 1. Fiscal Year The fiscal year of COS shall end on December 31st in each year.

ARTICLE IX.
INDEMNIFICATION AND INSURANCE

Section 1. Indemnification. To the extent permitted by the Illinois General Not-For-Profit Corporation Act, or the extent of corporation assets, whichever is less, COS shall indemnify:

a) all directors, officers, employees and agents who become parties, or are threatened to be made a party, to any threat, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of COS as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneysí fees and expert fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acts in good faith and in a manner he or she reasonably believes to be in, or not opposed to, the best interests of COS, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; and

b) any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of COS to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of COS, or is or was serving at the request of COS as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneysí fees and expertsí fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of COS, provided that no indemnification shall be made in respect to any claim, issue or matters to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to COS, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

Subject to approval by the Board, COS may further indemnify its officers, directors, employees and agents to the extent permitted by applicable law and to effect such indemnification, or the indemnifications set forth in clauses a) and b) above, COS may enter into indemnification agreement(s) with any of its directors, officers, employees or agents.

Section 2. Insurance. COS may purchase and maintain such insurance as it deems appropriate to ensure it against the costs and expenses it may sustain in making indemnification under this Article and may purchase and maintain insurance on behalf of any person who may be indemnified to the extent of his or her right to indemnify under this Article.

ARTICLE X.
WAIVER OF NOTICE

Section 1. Whenever any notice is required to be given by these Bylaws or any of the laws of the State of Illinois such notice may be waived in a writing signed by the person or persons entitled to such notice, whether before, at, or after the time state therein or before, at, or after the meeting.

ARTICLE XI.
COMPENSATION

Section 1. COS shall pay no compensation to officers or directors of COS for their services to COS. The Board may authorize the reimbursement of out-of-pocket expenses reasonably incurred by the directors and officers in the performance of their duties.

ARTICLE XII.
RECORD KEEPING

Section 1. COS shall keep correct and complete books of account and minutes of proceedings of meeting of the directors and of all Board committees and shall keep at its registered office or principal office a record giving the names and addressees of the members of COS entitled to vote. A director, acting in person or by agent or attorney, may inspect all books and records for any proper purpose at any reasonable time. Upon the request of any director, COS shall furnish such director with a statement showing the financial results of all operations and transactions affecting income and surplus during its last annual accounting period and a balance sheet containing a summary of its assets and liabilities as of the closing date of such accounting period.

ARTICLE XIII.
AMENDMENTS

Section 1. The Board may alter, amend or revise these Bylaws, or adopt new Bylaws, if approved by at least two-thirds of the directors then in office.

Dated as of this 8th day of February, 1995.

____________________________________

Secretary

ATTEST:

_________________________________________
President

The Chicago Ornithological Society is a 509 (a) (2) public charity under section 501 (c) (3) of the Internal Revenue code. Receipts will be provided for all contributions.