Ogden Nature Center

The Name of this organization shall be the Ogden Nature Center, herein referred to as the Nature Center.

ARTICLE 2: OBJECTIVES 

The Ogden Nature Center was organized as a non-profit organization on May 19, 1975, to provide a center for educational, scientific, cultural, recreational and spiritual pursuits. It is a wildlife sanctuary dedicated to the development of environmental awareness and to the preservation of Utah's natural heritage and resources. 

Objectives: 

• To develop 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 man's 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 resource area 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.

ARTICLE 3: MEMBERSHIPS

 Any individual, family or organization that pays annual dues subject to classifications set by the Board of Directors is considered an active member. Members shall be entitled to the privileges of membership for a period of one year from the date of payment of dues. 

Honorary membership may be awarded at the Board of Directors' discretion for extraordinary donations of volunteer or financial support. 

ARTICLE 4: ORGANIZATION

The Board of Directors shall be the governing body of the Ogden Nature Center. 

A.    The Board of Directors shall be elected at the Annual Meeting of the Ogden Nature Center's membership, held at the regularly scheduled Board meeting in November. Nominations shall be made by the Board Resources Committee or by any Ogden Nature Center member from the floor. The procedure for the election of Board members shall be decided at the annual meeting.  Each membership shall be entitled to one vote.

B.     The Board of Directors shall consist of no fewer than 18 and no more than 21 elected members. In addition, one member of the Ogden City Council and the Director of Ogden City Community Services or his/her designee shall serve as ex-officio members as stipulated in the amended Concession Agreement with the City of Ogden. Ex-officio members share the same rights, privileges and duties as other members excluding the right to vote and the right to hold office. 

C.     The term of office for all Board members shall be three years. Board members may serve for up to two consecutive full or partial terms. After two terms the board member must step down from the Board for at least one year. After one year absence they will be eligible for nomination.

D.    Any vacancy on the Board occurring between annual meetings may be filled by a majority vote of the Board of Directors at any regularly scheduled or special meeting. Board members appointed to fill unexpired terms may complete the term into which they were voted and will then be eligible for two additional full terms.  

E.     Members with four unexcused absences during one year may be removed from the Board pursuant to Subsection I.

F.      Any member of the Board may be removed from the Board of Directors by the affirmative vote of three-fourths of the members of the Board at a special meeting.

G.    Resignations from the Board shall be made in writing to the Chair.

H.    Ex-officio members may be appointed by the Board. Ex-officio members shall have all the privileges of the members of the Board, except that of voting and holding office.

I.        Special meetings of the Board may be held at the call of the Chairman, or in his/her absence, the Vice-Chairman, or upon written request of not less than one third of the members of the Board. The Secretary shall notify personally each member of the Board of the date, time and purpose of every special meeting. No business outside of the stated general purpose shall be acted upon at the special meeting.

J.        A majority of elected members of the Board shall constitute a quorum.

K.    Members of the Board shall be volunteers and shall receive no monetary compensation for their Board services. Nature Center employees are not eligible to serve as Board members.

L.     A minimum of six regular meetings shall be held by the Board of Directors during a year.

ARTICLE 5: OFFICERS

A.    The officers of the Nature Center shall consist of a Chair, Vice-Chair, Recording Secretary, and Treasurer. These officers shall be elected by and from the Board at the first regularly scheduled Board meeting for each fiscal year. They shall take office immediately and hold office for one year. Officers shall be eligible for reelection.

B.     The Chair shall preside at all the meetings of the membership and of the Board of Directors and of the Executive Committee. He/she may make appointments to committees; shall make an annual report to the membership of the activities of the Nature Center during the past year; and shall perform such duties usually attached to such office or which may be delegated to him/her by the Board.

C.     The Vice-Chair shall perform the duties of the Chair during the Chair's absence or disability.

D.    The Recording Secretary shall have the responsibility for keeping the minutes of the Annual Membership, Board of Directors, and Executive Committee meetings. The Recording Secretary shall keep and maintain all official records of meetings of the Nature Center.

E.     The Treasurer shall have supervision over all receipts and disbursements under the direction of the Board of Directors, shall cause regular books of account to be kept, shall make a written financial report at the Annual Meeting of the membership, and shall perform such other duties as are usually attached to the office of the Treasurer or as may be required by him/her by the Board.

F.      Vacancies in office shall be filled by vote of the Board at the next regularly scheduled Board meeting.

ARTICLE 6: EXECUTIVE COMMITTEE 

A.      The Executive Committee shall consist of the Chair, Vice Chair, Recording Secretary, Treasurer and immediate Past Chair.

B.       The Executive Committee shall supervise the affairs of the Nature Center between Board meetings, act in emergency situations and   make recommendations to the Board.

C.  A majority of members of the Executive Committee shall constitute a Quorum.

ARTICLE 7: COMMITTEES 

Permanent committees shall be appointed by the Executive Committee for Finance and Board Resources. 

A.    The Finance Committee shall consist of not less than three members, of which a majority shall be members of the Board. The Treasurer shall chair the Finance Committee. The Committee will assist the executive director in preparation of the budget; review, in detail, financial reports as prepared by the Executive Director; make recommendations to the Board regarding the long-term financial plan; and other duties as assigned by the Board.

B.     The Board Resources Committee shall consist of not fewer than three members, of which a majority shall be members of the Board. The Board Resources Committee shall propose nominations of qualified persons to be elected members of the Board of Directors at the Annual Membership Meeting and other duties as assigned by the Board.

C.     Ad hoc committees shall be appointed by the Executive Committee for projects at the vote of the Board. The committees shall be terminated upon completion of the project by a majority vote of the Board. Each ad hoc committee shall make recommendations to the Board with respect to matters assigned to each committee and carry out the authorization directed by the Board.

D.    Each Board member shall be a member of at least one committee. Active members of the Nature Center may also serve on the permanent or ad hoc committees.

E.     These Bylaws will be reviewed by the Board of Directors or by a committee appointed by the Board of Directors at such times as necessary to update the Articles herein contained. Such reviews must be made at least once in every five-year period. 

ARTICLE 8: PARLIAMENTARY AUTHORITY 

Robert's rules of Order (Newly Revised) shall govern the organization and all matters not covered by these by laws or by special rules adopted by the Nature Center.

ARTICLE 9: AMENDMENTS 

These Bylaws may be amended, altered or repealed by the affirmative vote of a majority of the Board of Directors, at any regular or special meeting.