ARTICLE 1: NAME
The Name of thisorganization shall be the Ogden Nature Center, herein referred to as the NatureCenter.
The Ogden Nature Centerwas organized as a non-profit organization on May 19, 1975, to provide a centerfor educational, scientific, cultural, recreational and spiritual pursuits. Itis a nature preserve dedicated to the development of environmental awarenessand to the preservation of Utah's natural heritage and resources.
To provide outdoor education and environmental programs in cooperation with schools, colleges and organizations which will develop an understanding and appreciation of the natural environment and of human impact on the natural environment.
To cooperate with national, state, county and municipal governments, and private agencies in providing an outdoor and indoor laboratory to involve individuals in environmental problems and solutions.
To provide opportunities for individual and family interests in nature.
To provide a nature study center for Northern Utah.
To provide work experience in the natural resources for the community reservoir of youth and adults.
To develop knowledge, understanding, citizen involvement, interest, appreciation, respect, reverence and responsibility in all aspects of the natural environment.
Any individual, family or organization that paysannual dues subject to classifications set by the Board of Directors isconsidered an active member. Members shall be entitled to the privileges ofmembership for a period of one year from the date of payment of dues.
Honorary membership may be awarded by the Board ofDirectors for extraordinary donations of volunteer or financial support.
The Board of Directors shall be the governing bodyof the Ogden Nature Center.
A. TheBoard of Directors shall be elected at the Annual Meeting of the Ogden NatureCenter's membership, held at the regularly scheduled Board meeting in November.Nominations shall be made by the Board Resources Committee or by any OgdenNature Center member from the floor. The procedure for the election of Boardmembers shall be decided at the annual meeting. Each membership shall be entitled to one vote.
B. TheBoard of Directors shall consist of no fewer than 18 and no more than 21elected members. In addition, one member of the Ogden City Council and theDirector of Ogden City Community Services or his/her designee shall serve asex-officio members as stipulated in the amended Concession Agreement with theCity of Ogden. Ex-officio members share the same rights, privileges and dutiesas other members excluding the right to vote and the right to hold office.
C. The termof office for all Board members shall be three years. Board members may servefor up to two consecutive full or partial terms. After two terms the Boardmember must step down from the Board for at least one year. After one yearabsence they will be eligible for nomination.
D. Anyvacancy on the Board occurring between annual meetings may be filled by amajority vote of the Board of Directors at any regularly scheduled or specialmeeting. Board members appointed to fill unexpired terms may complete the terminto which they were voted and will then be eligible for two additional fullterms.
E. Members with fourunexcused absences during one year may be removed from the Board pursuant toSubsection I.
F. Anymember of the Board may be removed from the Board of Directors by theaffirmative vote of three-fourths of the members of the Board.
G. Resignationsfrom the Board shall be made in writing to the Chair.
H. Ex-officiomembers may be appointed by the Board. Ex-officio members shall have all theprivileges of the members of the Board, except that of voting and holdingoffice.
I. Specialmeetings of the Board may be held on call of the Chairman, or in his/herabsence, the Vice-Chairman, or upon written request of not less than one thirdof the members of the Board. The Secretary shall notify personally each memberof the Board of the date, time and purpose of every special meeting. Nobusiness outside of the stated general purpose shall be acted upon at thespecial meeting.
J. Amajority of elected members of the Board shall constitute a quorum.
K. Membersof the Board shall be volunteers and shall receive no monetary compensation fortheir Board services. Nature Center employees are not eligible to serve asBoard members.
L. Aminimum of six regular meetings shall be held by the Board of Directors during a year.
A. Theofficers of the Nature Center shall consist of a Chair, Vice-Chair, RecordingSecretary, and Treasurer. These officers shall be elected by and from the Boardat the first regularly scheduled Board meetings for each fiscal year, and theyshall take office immediately and hold office for one year. Officers shall beeligible for reelection.
B. TheChair shall preside at all the meetings of the membership and of the Board ofDirectors and of the Executive Committee. He/she may make appointments tocommittees; shall make an annual report to the membership of the activities ofthe Nature Center during the past year; and shall perform such duties usuallyattached to such office or which may be delegated to him/her by the Board.
C. TheVice-Chair shall perform the duties of the Chair during the Chair's absence ordisability.
D. TheRecording Secretary shall have the responsibility for keeping the minutes ofthe Annual Membership, Board of Directors, and Executive Committee meetings.The Recording Secretary shall keep and maintain all official records ofmeetings of the Nature Center.
E. TheTreasurer shall have supervision over all receipts and disbursements under thedirection of the Board of Directors, shall cause regular books of account to bekept, shall make a written financial report at the Annual Meeting of themembership, and shall perform such other duties as usually attached to theoffice of the Treasurer or as may be required by him/her by the Board.
F. Vacanciesin office shall be filled by vote of the Board at the next regularly scheduledBoard meeting.
ARTICLE 6: EXECUTIVE COMMITTEE
A. TheExecutive Committee shall consist of the Chair, Vice Chair, Recording Secretary, Treasurerand immediate Past Chair.
B. TheExecutive Committee shall supervise the affairs of the Nature Center between Board meetings,act in emergency situations and make recommendations to theBoard.
C. A majority of members of the Executive committee shallconstitute a Quorum.
Permanent committees shall beappointed by the Executive Committee for Finance and Board Resources.
A. TheFinance Committee shall consist of not less than three members, of which amajority shall be members of the Board. The Treasurer shall chair the FinanceCommittee. The committee will assist the Executive director in preparation ofthe budget, review in detail financial reports as prepared by the ExecutiveDirector, make recommendations to the Board regarding the long-term financialplan and other duties as assigned by the Board.
B. TheBoard Resources Committee shall consist of not fewer than three members ofwhich a majority shall be members of the Board. The Board Resources Committeeshall propose nominations of qualified persons to be elected members of theBoard of Directors at the Annual Membership Meeting and other duties asassigned by the Board.
C. Ad hoccommittees shall be appointed by the Executive Committee for projects at thevote of the Board. The committees shall be terminated upon completion of theproject by a majority vote of the Board. Each ad hoc committee shall makerecommendations to the Board with respect to matters assigned to each committeeand carry out the authorization directed by the Board.
D. EachBoard member shall be a member of at least one committee. Active members of theNature Center may also serve on the permanent or ad hoc committees.
E. TheseBylaws will be reviewed by the Board of Directors or by a committee appointedby the Board of Directors at such times as necessary to update the Articlesherein contained. Such reviews must be made at least once in every five-yearperiod.
ARTICLE 8: PARLIAMENTARY AUTHORITY
Robert's rules of Order (NewlyRevised) shall govern the organization and all matters not covered by these bylaws or by special rules adopted by the Ogden Nature Center.
ARTICLE 9: AMENDMENTS
These Bylaws may be amended,altered or repealed by the affirmative vote of a majority of the Board ofDirectors, at any regular or special meeting.