ARTICLE I: General
The New England Herpetological Society is a non-profit educational and social organization incorporated under Massachusetts General Laws, Chapter 180. Its name will be abbreviated in these bylaws as NEHS.
ARTICLE II: Objectives
NEHS works to meet the following objectives:
- To teach both members and the public the value of reptiles and amphibia, and to bring about a greater understanding of them.
- To teach and study proper methods for keeping captive reptiles and amphibia.
- To promote conservation of reptiles and amphibia and their habitats.
- To promote research into propagation and environmental needs of captive reptiles and amphibia.
- To promote preservation and breeding of endangered species and populations of reptiles and amphibia wherever possible.
ARTICLE III: Membership
- Any interested person who supports the objectives of NEHS is eligible for membership.
- Classes of dues and membership shall be set by the Board. Voting members must be 16 or older.
- Only voting members of 18 years of age or older may be nominated to serve on the Board and the Nominating Committee.
- All voting members of NEHS are entitled to receive notice of, attend and vote at the Annual meeting; to attend Board meetings; and to vote in elections and on bylaw amendments.
- The membership year will begin January 1 and end December 31. There will be a pro-rated schedule of fees for new members joining after October 1.
ARTICLE IV: Officers
- The officers are the President, the Vice President, the Secretary, the Treasurer, and the Librarian. All terms begin immediately after the election meeting. Each officer is responsible for the duties listed, but may delegate the actual performance.
- There are NO term limits. Officers are to stand for election by the general membership each year.There are four Directors, elected to 2 year terms. Two Directors are to stand for election by the general membership each year.
- The President presides at meetings of the NEHS membership and Board. The President is the official representative of NEHS in conducting its general affairs and promoting its objectives; calls regular and special meetings of the Board; serves ex officio on all committees except the Nominating Committee; and reports annually on the state of NEHS.
- The Vice President performs the duties of the President in the absence of, or at the request of, the President. The Vice President may be assigned other duties by the President or the Board of Directors.
- The Secretary keeps the minutes of all meetings of the NEHS membership and Board; circulates any official announcements or notices; and maintains lists of NEHS members, the Board of Directors, and all committees and appointed officials.
- The Treasurer is the custodian of all funds received by NEHS; acts as its disbursing officer and keeps a record of all receipts and expenditures. The Treasurer prepares and submits periodic financial statements to the Board, and a complete annual financial report to the Annual Meeting.
- The Librarian is responsible for cataloging the NEHS library and making it available for members’ use; and for its safe storage in an appropriate place. The Librarian may make periodic recommendations to the Board for purchases to add to the existing library.
ARTICLE V: Board of Directors
- The Board of Directors, usually referred to as the Board, is the governing body of NEHS. It sets policy, directs the organization’s activities, and is responsible for managing the finances of NEHS. The Board is responsible for carrying out the stated objectives of NEHS. This may be either on its own initiative or on the recommendation of an officer or a committee.
- The Board consists of the 5 officers and the 4 Directors elected by the membership.
- The Board meets at least monthly. The President may call additional meetings and shall call a special meeting at the request of 3 Board members.
- All decisions of the Board are made at properly called Board meetings.
- The quorum for transacting business is 4. Spending or obligating the NEHS to spend a total of $100.00 or more for any type of expenditure requires the approval of a majority of the entire Board.
- Meetings of the Board are open to any NEHS member, and to any other person invited by the President or by 2 Board members.
- Board members shall receive at least one week’s written notice of the date, time, and place of the regularly scheduled Board meetings, or of any special meetings.
- A vacancy in any Board seat, including the officers, may be declared, for cause, if 2/3 of the Board vote to do so; the person involved must be given 2 weeks notice before the vote is taken.
- Vacancies on the Board or the Nominating Committee may be filled by a 2/3 vote of the Board. Officers may succeed to a vacant seat in the order in which they are named in Article IV, Section 1. Vacant seats below the office of Vice President may be filled either by succession or by any qualified candidate suggested by the Board and receiving a 2/3 Board vote. Anyone filling a vacant seat in either of these ways holds office only until the next annual election.
ARTICLE VI: Committees
- The Board may establish committees to research or work on projects such as sponsored research, fundraising or other activities beneficial to the NEHS. Such committees report to, and act under the supervision of, the Board.
ARTICLE VII: Elections
- The Nominating Committee consists of 3 people elected by the membership. Their terms are 3 years, with one expiring each year. The Committee is chaired by its senior member. No Board member may serve on the Nominating Committee.
- The Nominating Committee has the responsibility of finding suitable candidates for each open seat on the Board. They conduct a search for candidates and receive suggestions from the Board and the membership.
- Four months before the election date the Committee prepares and distributes a call to the membership, requesting suggestions for nominees. The call states what positions are to be filled in the next election, wh are the incumbents in these positions, and whether or not they are eligible for another term. The call quotes section 7 below and states a closing date for receipt of suggestions, usually 6 to 8 weeks after the distribution date.
- After the closing date, the Committee reviews all suggestions received, and delivers a report to the Board, providing its list of candidates for all positions. The Board may vote to place additional candidates on the ballot.
- The Board nominates a person for the seat which will be vacated on the Nominating Committee.
- The Nominating Committee prepares a ballot with one or more candidates for each office; candidates for Director may be listed as a group rather than for individual positions.
- The name of any eligible person suggested by 15 or more members is automatically included on the ballot. This may be by nomination petition or by individual written suggestions.
- The consent of each candidate must be obtained before the name is placed on the ballot. The ballot does not indicate the source of any nomination.
- The Nominating Committee maintains voting procedures which protect the integrity of the election.
- At least 3 weeks before the election date the Secretary sends an official copy of a secret ballot to each voting member by first class mail. The ballot states a deadline for return, usually one week before the election date.
- After the return deadline, all votes received are counted by the Nominating Committee. All positions are filled by the candidate receiving the most votes. If there is a tie vote for any position, the question is decided by a secret vote of the membership at the election meeting.
- The Nominating Committee reports the results of the election to the President and turns the ballot over to the Secretary, who promptly informs the candidates of the results, and enters the vote tally in the official record. Any challenge to the results must be raised within one week and shall be decided by the Board within three weeks of the election.
- The Secretary presents an official report of election results at the annual meeting, which will be presented yearly to the state.
ARTICLE VIII: Meetings
- Meetings of the general membership will take place monthly, on a regular day and time established by the Board.
- A quorum for conducting business at a meeting of the general membership is ten. Membership meetings may consider an appropriate topic and adopt advisory motions; action on behalf of NEHS is limited to items on an agenda distributed at least two weeks before the meeting.
- Meetings of the Board will take place in the week preceding the regular membership meeting, at a time and date established by the Board.
- The December meeting shall be the Annual Meeting.
ARTICLE IX: Procedures
- Meetings of the membership, the Board, and the committees shall be conducted in a spirit of cooperation. Should questions or disputes as to procedure arise, they shall be settled by reference to the bylaws and, if necessary, to the most recent available edition of Roberts Rules of Order.
- The Board has final responsibility for insuring that NEHS operates according to the bylaws. The Board shall interpret the bylaws and provide for contingencies not covered by them as the need arises.
ARTICLE X: Finances
- The income and property of NEHS shall be used solely to promote the objectives set forth in Article II, and not for the profit of any individual.
- In the event of a complete liquidation of NEHS, all funds and other property shall be used in a manner consistent with the objectives stated in Article II, or transferred to a non-profit organization with similar or compatible objectives, such as ESHL.
- The fiscal year ends on December 31. This may be changed by the Board if necessary.
- Any member may inspect the financial records of NEHS; the Treasurer will arrange a time and place upon request.
- An annual financial report will be presented at the annual meeting and formally filed with the state.
ARTICLE XI: Procedure for Amendments
- Amendments to the bylaws may be proposed by the Board or by petition of ten or more members. Any proposal by petition shall be submitted to the membership within sixty days after its receipt by the Board.
- The proposed amendment and a ballot for voting on it must be sent by first class mail to all voting members. The ballot states a return date which is at least thirty days after the mailing date.
- The mailing to members includes any explanation submitted by the sponsors of the amendment, and the recommendation of the Board.
- The amendment is adopted if approved by at least 2/3 of the members voting, and is entered into the written bylaws.
ARTICLE XII: Effective date
- The effective date of these bylaws is January 1, 1987.
ARTICLE XIII: Amendments To the Bylaws
- December, 1989: The official name of the Society is changed by general vote of the membership from Massachusetts Herpetological Society to New England Herpetological Society. The votes were as follows: 54 in favor, 24 opposed, 47 abstentions. The bylaws are hereby altered to reflect the name change.
- March, 1990: The following amendment was voted in by the membership: “Any officer who misses three consecutive Board meetings, or who misses a total of five in any calendar year, may be removed from office by a majority vote of the officers present.”
- July 31, 2008: The following amendment was voted in by the membership by a count of 24 in favor, 0 opposed, and 56 abstentians:
- The words “President-elect” are replaced with “Vice President” throughout the bylaws.
- Article I: [Delete ¶ 2: “NEHS is affiliated with the Eastern Seaboard Herpetological League, an organization of herpetological societies concerned with the conservation of Eastern seaboard reptiles and amphibia”.]
- Article IV: ¶ 2: “The terms of the President and President-elect are 1 year, other officers 2 years. Officers are not to be elected to more than two consecutive terms in office. The President is not eligible to run for the office of President-elect” is replaced by “There are NO term limits. Officers are to stand for election by the general membership each year”.
- Article IV: ¶ 3: “The Directors are not to be elected to more than two consecutive terms in office” is replaced by “Two Directors are to stand for election by the general membership each year”.
- Article IV: ¶ 5: [Delete: “The President-elect automatically assumes the position of President upon completion of the one-year term as President-elect”.]
- Article V: ¶ 3: [Delete: “except during August and January”.]
- Article VII: ¶ 1: [Delete: “; no member may serve more than 3 consecutive years”.]
- Article VIII: ¶ 1: [Delete: “except during August and January”.]