BY-LAWS OF MERRITT ISLAND WILDLIFE ASSOCIATION, INC. Article I Name and Location The organization shall be a not-for-profit organization known as the Merritt Island Wildlife Association (MIWA) located at the Merritt Island National Wildlife Refuge with a mailing address of P. O. Box 6504, Titusville, FL 32782. The fiscal year will begin on October 1 and end on September 30. Article II Purpose The purpose of the Merritt island Wildlife Association is to promote conservation, awareness, and appreciation of the Merritt Island National Wildlife Refuge and to provide assistance to Refuge programs. This will be accomplished by entering into an agreement with the U.S. Fish and Wildlife Service to: A. Produce and make available to Refuge visitors, by sales or free distribution, suitable: 1. Interpretive and educational materials to increase the visitors understanding of the Refuge, wildlife, and the environment of the central Florida coastal area. 2. Special materials, memorabilia and events of the Refuge and the MIWA that will enhance visitor enjoyment. B. Acquire materials, supplies, equipment and/or labor which may be retained by the Association, or donated to the Service or Refuge to support operational, educational or maintenance projects as agreed with the Refuge representatives. C. Notwithstanding any other provision of these by-laws, the purposes for which this Association is formed are exclusively charitable and educational within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954. Article III Membership A. Any individual or organization approving of the objectives of the Association, and who is willing to assist the Association in its activities, shall be eligible for membership. B. There shall be several classes of memberships as determined by the Board of Directors. The Board of Directors may from time to time elect continuing Honorary members. C. The membership year shall commence on January 1. Membership dues shall be set by the Board of Directors. Membership shall be effective on receipt of membership application and payment of dues. Membership dues collected between 1 January and 30 June shall be the full amount and dues for new members collected after June 30 shall be halved. D. Only members in good standing shall be eligible to participate in business meetings, or serve in any of the Association's elective or appointive positions. Members in default of dues payment for more than six months shall be dropped from the rolls. E. Members shall be entitled to one vote per membership. Article IV Meetings A. The annual meeting of the Association shall be held in December on the first Tuesday of that month at a time and place to be designated by the Board of Directors with written notice to each member at least 30 days prior to the meeting. B. Special membership meetings may be called by the Board of Directors with at least two weeks written notice to the membership, stating the purpose of the meeting. C. A minimum of seven members constitutes a quorum provided that this includes at least four members of the Board of Directors. Article V Board of Directors A. The Board of Directors shall consist of at least thirteen elected members. Elections to Board positions shall be held annually. In even years, an even number, being half the Board positions, shall be eligible for election. In odd years, an odd number, being half plus one Board positions, shall be eligible for election. In the event the Board consists of an even number of members in an odd year, then one-half the Board member positions shall be eligible for election in that year. Board members shall serve two year terms. B. Duties of the Board of Directors shall be: 1. To transact all necessary business of the Association. 2. To control the property and other assets of the Association. 3. To determine the policies and objectives of the Association. 4. To fill vacancies on the Board of Directors until the next annual meeting. 5. To establish and approve an annual budget. C. The Board of Directors shall meet monthly or as mutually agreed upon by the Board members. Five (5) members of the Board of Directors shall constitute a quorum.Special meetings may be called by any two members of the Board upon adequate notice to the other Board members. Affirmative agreement of a majority of Board members by phone or other personal contact may also constitute Board approval, with the item approved to be suitably described and recorded as a Board meeting including the names of all Board members contacted, the date contacted, and how they voted. Article VI Officers and Titled Directors A. The officers of the Association shall consist of a President, a Vice President, a Secretary, and a Treasurer, who shall be elected annually by the Board of Directors at a meeting to be held as soon as practicable after the annual membership meeting. Vacancies in any office shall be filled as soon as practical. B. Duties of the President: 1. Presides at all meetings of the membership and Board of Directors. 2. Assigns specific responsibilities to other Board members as he/she may choose. 3. Carries out any additional duties designated by the Board of Directors or as usual to that office. C. Duties of the Vice President: 1. Assumes the duties of the President in his/her absence. 2. Facilitates the work of the standing committee chairpersons by attending their meetings when appropriate. 3. Acts as Parliamentarian. 4. Acts as aid to the President. 5. Carries out any additional duties designated by the Board of Directors or as usual to that office. D. Duties of the Treasurer: 1. Receives and is custodian of all monies of the Association and shall cause to be deposited in the name of the Association the same intact in such bank as the Board may select, except for such cash on hand as may be necessary for carrying on the Association business. 2. Reports on the accounts at all regular Board of Directors meetings and at the annual meeting. 3. Expenditures in accordance with the budget for the normal conduct and providing and selling books, patches, tee shirts and other materials as described in Article II A shall be approved and paid by the Treasurer or President and reported at the next regular Board meeting. Expenditures for materials donated to the U. S. Fish and Wildlife Service shall be authorized by the Board of Directors and paid by the Treasurer or President. 4. There shall be an annual review of accounts at about the time of the close of the fiscal year. 5. There shall be an audit every three years or at the change of Treasurer. 6. Carries out any additional duties designated by the Board of Directors or usual to that office. E. Duties of the Secretary: 1. Keeps a record of the proceedings of meetings of the Association and Board of Directors. 2. May be responsible for handling and reporting correspondence. 3. May be responsible for keeping the membership rolls and sending notices of the annual meeting or special membership meetings. 4. Carries out any additional duties designated by the Board of Directors or usual to that office. Article VII Operating Staff A. The Board of Directors may appoint such operating staffs as it deems desirable, who may or may not be members of the Association and who may be compensated or serve voluntarily. B. The Board of Directors may assign specific responsibilities to any operating staff as the Board may decide, including but not limited to, assisting the Secretary and/or Treasurer in any of their duties as described in Article VI, Sections D and E. C. The Board of Directors may relieve any operating staff of their responsibilities without cause on fifteen (15) days written notice or immediately with cause. In the latter case,staff shall be allowed to meet with the Board of Directors within ten days of such discharge to respond to charges. Article VIII Committees A. Directors' Nominating Committee: 1. This committee shall be composed of two current Directors and one non-Director of the Merritt island Wildlife Association. 2. Its members will be appointed by the President and approved by the Board of Directors. 3. This committee shall be constituted no later than the August meeting of the Board. 4. It will be the responsibility of this committee to present a slate of Directors no later than the October meeting. All proceedings of the committee shall remain confidential. 5. The Nominating Committee shall present to the annual meeting its slate for the number of Directors to be elected at that meeting. Nominations may be made from the floor only with the prior consent of the person being nominated. 6. The officers shall be elected from among the members of the Board and shall constitute the Executive Committee. The election shall take place at the first scheduled meeting of the Board held after the beginning of the fiscal year. The newly elected officers shall take office at that meeting for a term of one year. B. Standing Committees: may include, but not limited to: Budget, Membership, Memorial Fund, Publications, Publicity, Fund Raising and Sales. 1. The chairperson of the Standing Committees shall be recommended by the President and approved by the Board and serve for a term of one year. 2. Standing Committee Chairpersons will report to the Board and communicate with the Association Officers as required. C. Ad hoc Committees: 1. Ad hoc committees will be appointed by the President with the approval of the Executive Committee and will serve until their charge is completed. Article IX Amendments Amendments to these By-Laws may be proposed by submitting them to the Secretary in writing and signed by at least three members in good standing. Amendments may be enacted at the annual meeting, or at a special meeting called for that purpose, by two-thirds of those members present and voting, providing that the members shall have received the proposed amendment in writing at least thirty (30) day prior to such meeting. Article X Dissolution This Association shall use its funds to accomplish only the objectives and purpose specified in the Bylaws and no part of said funds shall inure to the benefit of, or be distributed to, members of the Association. On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations within the meaning of Section 501 (c) (3) or the Internal Revenue Code, or corresponding section of any future federal tax code, or the the Federal Government or to one or more State or local governments as determined by the Board of Directors. The foregoing were adopted as the By-Laws of the Merritt Island Wildlife Association, Inc., a corporation not-for-profit under the laws of the State of Florida at a meeting of the Board of Directors of the Association on the 18th day of July, 1994. Signed: George L. English, President Sam Beddingfield, Secretary |
The Merritt Island National Wildlife Refuge is located on NASA's Kennedy Space Center. The Merritt Island Wildlife Association is a non-profit organization. |