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Bylaws

Created: 26 August 2011
Amended: 26 November 2013
 
* ARTICLE 1. OFFICES
* ARTICLE 2. NONPROFIT PURPOSES
* ARTICLE 3. DIRECTORS
* ARTICLE 4. OTHER POSITIONS AND COMMITTEES
* ARTICLE 5. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
* ARTICLE 6. CORPORATE RECORDS, REPORTS AND SEAL
* ARTICLE 7. IRC 501(C)(3) TAX EXEMPTION PROVISIONS
* ARTICLE 8. AMENDMENT OF BYLAWS
* ARTICLE 9. CONSTRUCTION AND TERMS
* ARTICLE 10. MEMBERS
* ARTICLE 11. MEETINGS OF MEMBERS
 
ARTICLE 1. OFFICES
 
SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation is located in Vigo County, State of Indiana.
 
SECTION 2. CHANGE OF ADDRESS
The designation of the county or state of the corporation's principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws:
 
On 15 February 2011, the address of this corporation is changed to:
 
Center for North American Bat Research and Conservation
Department of Biology, Indiana State University
600 Chestnut Street
Terre Haute, IN 47809
 
SECTION 3. OTHER OFFICES
The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.
 
ARTICLE 2. NONPROFIT PURPOSES
 
SECTION 1. IRC SECTION 501(C)(3) PURPOSES
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
 
SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES
The specific objectives and purposes of this corporation shall be: providing a structure for coordination, collaboration, and communication among concerned citizens and professional biologists in state, federal, academic, and private organizations. The Midwest Bat Working Group (MWBWG) is dedicated to the conservation of bats and their habitats, particularly in the midwestern United States, and works to address bat-related issues with a regional approach. Although most participants are from Arkansas, Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, Missouri, Ohio, and Wisconsin, membership is open to anyone who seeks to collaborate on research and management of bats or to promote conservation by enhancing public understanding of bats.
 
ARTICLE 3. DIRECTORS
 
SECTION 1. NUMBER
The corporation shall have four (4) officers and eight (8) directors,who do not hold a specific office, and who are themselves elected and can vote, and collectively, they shall be known as the Board of Directors.
 
SECTION 2. DESIGNATION OF DIRECTORS
The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer. Directors should be representative of the larger membership with the intent to have a diverse mix of federal, state, provincial, and private entity representation on the Board.  One director shall be a student representative from the membership.  A student shall be defined as a full-time student enrolled in a college or university
 
SECTION 3. QUALIFICATIONS
Any paid member of the MWBWG, who is of the age of majority in this state, may serve as a Director.
 
SECTION 4. POWERS
Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
 
SECTION 5. DUTIES OF THE BOARD
It shall be the duty of the Directors to: (a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws; (b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation; (c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly; (d) Meet at such times and places as required by these Bylaws; (e) Register their addresses with the Secretary of the corporation, and notices of meetings mailed or electronically mailed (emailed) to them at such addresses shall be valid notices thereof.
 
SECTION 6. TERM OF OFFICE AND ELECTIONS
Each Director shall be elected by the full MWBWG membership and shall hold office for a period of two (2) years, or until he or she is re-elected, resigns, or is removed or otherwise disqualified to serve, or until his or her successor is elected and qualifies, whichever occurs first, except the initial Board terms will be as follows: President and Treasurer will be 3-year terms, Vice-President and Secretary will be 2-year terms, and there will be 3 Directors with 3-year terms and 4 with 2-year terms. After these initial terms, standard terms will be 2 years, creating a staggered election schedule: half of the Board will be elected annually  to provide continuity of leadership on the Board. There will be no term limits. Individuals may not hold more than one office at a time. Additionally, an individual may be re-elected to the current position or to a new position at the conclusion of any given term. The Board of Directors shall select a member or several members to form a Nominations and Elections Committee, open to the full membership, to develop a slate of nominations for each officer and director position. The Nominations and Elections Committee should solicit input from the membership and then submit a list of nominees for each position to the full membership by email at least 30 days prior to the annual meeting. Voting shall be open to the entire paid membership and shall be completed by email prior to the first day of the annual meeting. The candidates receiving the highest number of votes up to the number of Directors to be elected shall be elected. Votes will be tallied by the Nominations and Elections Committee and presented to the current Board of Directors on the morning of the first day of the annual meeting. Newly elected Officers and Directors shall join the incumbent Directors at a short meeting at the end of the annual meeting and shall assume their duties for their 2-year term at that time.
 
SECTION 7. REMOVAL AND RESIGNATION
Any Director may be removed, either with or without cause, by a majority vote of the Board of Directors, at any time. Any Director may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this SECTION shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any Director of the corporation.
 
SECTION 8. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any, or (2) whenever the number of authorized Directors is increased. Any Director may resign, effective upon giving written notice to the President, the Vice President, or the Secretary, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state. Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state. Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the Board may be filled by approval of the Board of Directors. If the number of Directors then in office is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the Directors then in office or by a sole remaining Director. A person elected to fill a vacancy on the Board shall hold office until the next election of the Board of Directors or until his or her death, resignation, or removal from office.
 
SECTION 9. DUTIES OF PRESIDENT
Duties of the President shall include: (a) Supervise and carry out the affairs of MWBWG and the working group-related activities of the Officers, subject to the input of the Board of Directors; (b) Preside at all meetings of the Board of Directors and meetings of the members; (c) Maintains the Action Plan and facilitates implementation of the Action Plan; (d) Signs contracts for MWBWG meetings; and (e) Serves as primary signatory, representative, and liaison for MWBWG.
 
SECTION 10. DUTIES OF THE VICE PRESIDENT
Duties of the Vice President shall include: (a) Perform all duties of the President, in the absence of the President, or in the event of his or her inability or refusal to act; and (b) Assist the President in carrying out the work of MWBWG by completing tasks assigned by the President or Board of Directors.
 
SECTION 11. DUTIES OF SECRETARY
Duties of the Secretary shall include: (a) Certify and keep the original, or a copy, of these Bylaws as amended or otherwise altered to date; (b) Keep a record of all formal communications and a book of minutes of all meetings of the Board of Directors, including the time and place held, attendees, and proceedings (this includes securing edits for meeting notes and submitting them to the Webmaster within 30 business days following the meeting); (c) Keep and update a membership book containing names and addresses of members; (d) Assist with writing and disseminating letters on behalf of MWBWG; (e) Serve on the Membership Committee; and (f) Conduct roll call for meetings of the Board of Directors. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
 
SECTION 12. DUTIES OF TREASURER
Duties of the Treasurer shall include: (a) Have charge and custody of, and be responsible for, all funds and securities of the MWBWG*; (b) Receive, and give receipt for, monies due and payable to MWBWG from any source; (c) Disburse, or cause to be disbursed, MWBWG funds as may be directed by the Board of Directors; (d) Keep and maintain adequate and correct accounts of the MWBWG’s business transactions; (e) Provide an annual report to the Board of Directors on the financial status of the MWBWG; (f) Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the MWBWG; (g) Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports; and (h) Annually update the non-profit status of MWBWG. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
 
*Note: So long as the MWBWG accounts are held at Indiana State University, the Treasurer needs to be an ISU affiliate as ISU will not give an outside person access to these accounts. In the event the accounts are moved to a bank or other institution, these limitations will be lifted.
 
SECTION 13. DUTIES OF DIRECTORS
Duties of the Directors shall include: (a) Meet at such times and places as required by the Bylaws, including participation in MWBWG conference calls; (b) Act as liaison and facilitate communication between the Board of Directors and members (e.g., solicit feedback from members when voting on MWBWG issues); and (d) Assist the Officers in carrying out the work of the MWBWG.
 
SECTION 14. DUTIES OF STUDENT REPRESENTATIVE
Duties of the Student Representative shall include: (a) Meet at such times and places as required by the Bylaws, including participation in MWBWG conference calls; (b) Act as liaison and facilitate communication between the Board of Directors and student members (e.g., solicit feedback from members when voting on MWBWG issues); and (c) Assist the Officers and Directors in carrying out the work of the MWBWG.
 
SECTION 15. COMPENSATION
Directors and Officers shall serve without compensation except that a reasonable fee may be paid to Directors for attending regular and special meetings of the Board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
 
SECTION 16. PLACE OF MEETINGS
Meetings of the Board of Directors shall be held at the location of the annual meeting of the organization, unless otherwise provided by the Board or at such other place, or conference call, as may be designated from time to time by resolution of the Board of Directors.
 
SECTION 17. REGULAR MEETINGS
A Board of Directors meeting will be held in conjunction with each annual MWBWG meeting. Additional meetings of Directors may be held by conference calls, as needed, during the year, as scheduled by the Board of Directors.
 
SECTION 18. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the President, the Vice-President, the Secretary, by any two Directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the Board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.
 
SECTION 19. NOTICE OF MEETINGS
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the Board of Directors. (a) Regular Meetings: no notice need be given of any regular meeting of the Board of Directors. (b) Special Meetings: at least 24 hours prior notice shall be given by the Secretary of the corporation to each Director of each special meeting of the Board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, by email, or by facsimile machine, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. (c) Waiver of Notice: whenever any notice of a meeting is required to be given to any Director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the Director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
 
SECTION 20. QUORUM FOR MEETINGS
A quorum shall consist of a majority (50%) of the members of the Board of Directors. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion, which the President shall entertain at such meeting, is a motion to adjourn.
 
SECTION 21. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board.
 
SECTION 22. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the President of the corporation or, in his or her absence, the Vice President of the corporation or, in his or her absence, by the Secretary of the corporation or, in the absence of each of these persons, by a Director chosen by a majority of the Directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. Meetings shall be governed by Roberts' Rules of Order, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law. On matters requiring a ballot, Board of Directors can vote via email or conference call with their decisions being effective immediately.
 
SECTION 23. NONLIABILITY OF DIRECTORS
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
 
SECTION 24.INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
The Directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.
 
SECTION 25. INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a Director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.
 
ARTICLE 4. OTHER POSITIONS AND COMMITTEES
 
SECTION 1. OTHER POSITIONS
The Board of Directors may, by a majority vote of its members, designate other non-Board positions within the corporation as needed, such as a Webmaster and Listservmaster. By a majority vote of its members, the Board may at any time revoke or modify any or all of the authority of such positions. The duties of the Webmaster and Listervmaster, respectively, shall include: (a) Maintenance of the Midwest Bat Working Group (MWBWG) website and listserv, respectively; and (b) Assist the Board of Directors in carrying out the work of the MWBWG.
 
SECTION 2. COMMITTEES
The corporation shall have such committees as may from time to time be designated by resolution of the Board of Directors, such as the Nominations and Elections Committee and the Membership Committee. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the Board. The membership should provide opinions and recommendations on what committees are needed for which topics, and who the committee chair should be. The President must put forward the name of the committee chair for each desired topic. The Board of Directors shall vote on the committee. The same process would apply for removing a committee. The elected chairperson of the committee shall populate the committee.
 
SECTION 3. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
 
ARTICLE 5. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
 
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
 
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer or by the President of the corporation.
 
SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
 
SECTION 4. GIFTS
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or device for the nonprofit purposes of this corporation.
 
ARTICLE 6. CORPORATE RECORDS, REPORTS AND SEAL
 
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office, or at such other place, as determined by the Board of Directors: (a) Minutes of all meetings of Directors, committees of the Board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; (b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses; (c) A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership; (d) A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
 
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
 
SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
 
SECTION 4. MEMBERS' INSPECTION RIGHTS
If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member: (a) To inspect and copy the record of all members’ names, addresses and voting rights, at reasonable times, upon written demand on the Secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested. The membership list shall be made within a reasonable time after the demand is received by the Secretary of the corporation. (b) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the Board or committees of the Board, upon written demand on the Secretary of the corporation by the member, for a purpose reasonably related to such person's interests as a member. Members shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law. Any information released to a member may not be released or shared with any other individual, company, or other entity without the express written permission of two or more Officers of the Board of Directors.
 
SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts. Any information released may not be released or shared with any other individual, company, or other entity without the express written permission of two or more Officers of the Board of Directors.
 
SECTION 6. PERIODIC REPORT
The Board shall cause any annual or periodic report, if requested by state or federal agencies, to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.
 
ARTICLE 7. IRC 501(C)(3) TAX EXEMPTION PROVISIONS
 
SECTION 1. LIMITATIONS ON ACTIVITIES
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by SECTION 501(h) of the Internal Revenue Code], and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under SECTION 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under SECTION 170(c)(2) of the Internal Revenue Code.
 
SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, Directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
 
SECTION 3. DISTRIBUTION OF ASSETS
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of SECTION 510(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
 
SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS
In any taxable year, in which this corporation is a private foundation as described in SECTION 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under SECTION 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in SECTION 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in SECTION 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under SECTION 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in SECTION 4945(d) of the Internal Revenue Code.
 
ARTICLE 8. AMENDMENT OF BYLAWS
The Board of Directors of this corporation shall adopt the Bylaws of this corporation, except as may otherwise be specified under provisions of law or these Bylaw, with input from the membership. This must be a majority vote by the Board, where at least a 2/3 of the Directors is present to vote. Subject to the power of the members of this corporation to amend or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the paid membership. This must be a majority vote, with at least 2/3 of the membership casting votes.
 
ARTICLE 9. CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation. All references in these Bylaws to a SECTION or SECTIONs of the Internal Revenue Code shall be to such SECTIONs of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
 
ARTICLE 10. MEMBERS
 
SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS
The corporation shall have two classes of members: regular members and student members. No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the Articles of Incorporation, the Bylaws of this corporation, or provisions of law, all memberships shall have the same rights, privileges, restrictions and conditions.
 
SECTION 2. QUALIFICATIONS OF MEMBERS
Any person who has paid the annual dues is qualified to be a regular member of this corporation. Any person actively enrolled in a university, college, or school is qualified to be a student member.
 
SECTION 3. ADMISSION OF MEMBERS
Applicants shall be admitted to membership upon satisfactory completion of a membership application form and payment of annual dues.
 
SECTION 4. FEES AND DUES
No fee shall be charged for making application for membership in the corporation. The annual dues payable to the corporation by members shall be set by the Board of Directors. There shall be a reduced rate for student membership.
 
SECTION 5. NUMBER OF MEMBERS
There is no limit on the number of members the corporation may admit.
 
SECTION 6. MEMBERSHIP BOOK
The corporation shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the corporation's principal office, or at such other place, as determined by the Board of Directors.
 
SECTION 7. NONLIABILITY OF MEMBERS
A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
 
SECTION 8. NONTRANSFERABILITY OF MEMBERSHIPS
No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member's death.
 
SECTION 9. TERMINATION OF MEMBERSHIP
The membership of a member shall terminate upon the occurrence of any of the following events: (1) Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by mail or email. Membership is to terminate upon the date of delivery of the notice or date of deposit in the mail; (2) If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before the due date, such termination to be effective thirty (30) days after failure to renew; or (3) After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation. Any person expelled from the corporation shall receive a refund of dues already paid for the current dues period. All rights of a member in the corporation shall cease on termination of membership as herein provided.
 
ARTICLE 11. MEETINGS OF MEMBERS
 
SECTION 1. PLACE OF MEETINGS
Meetings of members shall be held at the principal office of the corporation, at the location of the annual Midwest Bat Working Group (MWBWG) meeting, or at such other place or places as may be designated from time to time by resolution of the Board of Directors.
 
SECTION 2. REGULAR MEETINGS
An annual meeting of members shall be held during the annual MWBWG meeting for the purpose of electing Directors and transacting other business as may come before the meeting. The annual meeting of members for the purpose of electing Directors shall be deemed a regular meeting.
 
SECTION 3. SPECIAL MEETINGS OF MEMBERS
Special meetings of the members shall be called by the Board of Directors, the Chairperson of the Board, or the President of the corporation, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the members.
 
SECTION 4. NOTICE OF MEETINGS
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, 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 delivered not less than ten (10) nor more than one hundred and twenty (120) days before the date of the meeting, either personally, by mail, or by email by or at the direction of the President, or the Secretary, or the persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage prepaid. Personal notification includes notification by telephone or by facsimile machine, provided however, in the case of facsimile notification, the member to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty-four (24) hours of the first facsimile transmission. The notice of any meeting of members at which Directors are to be elected shall also state the names of all those who are nominees or candidates for election to the Board at the time notice is given. Whenever any notice of a meeting is required to be given to any member of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
 
SECTION 5. QUORUM FOR BUSINESS MEETINGS
A quorum shall consist of 20% of the voting members of the corporation. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn.
 
SECTION 6. MAJORITY ACTION AS MEMBERSHIP ACTION
Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater number.
 
SECTION 7. VOTING RIGHTS
Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of Directors, however, shall be by written ballot at meetings or by email prior to meetings. If voting prior to meetings, all ballots must be submitted within the time allotted for voting, which shall be no less than 1 week.
 
SECTION 8. ACTION BY WRITTEN BALLOT
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written or electronic ballot to each member entitled to vote on the matter. The ballot shall: (1) set forth the proposed action; (2) provide an opportunity to specify approval or disapproval of each proposal; (3) indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of Directors, state the percentage of approvals necessary to pass the measure submitted; and (4) shall specify the date by which the ballot must be received by the corporation to be counted. The date set shall afford members a reasonable time within which to return the ballots to the corporation. Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these Bylaws. Approval of action by written or electronic ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. Directors may be elected by written or electronic ballot. Such ballots for the election of Directors shall list the persons nominated at the time the ballots are mailed or delivered.
 
SECTION 9. CONDUCT OF MEETINGS
Meetings of members shall be presided over by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of all of these persons, by a Chairperson chosen by a majority of the voting members present at the meeting. The Secretary of the corporation shall act as Secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. Meetings shall be governed by Roberts' Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.
 
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial Directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of 11 preceding pages, as the Bylaws of this corporation.