Leadership

Fundraising and Bird-a-thon Coordinator: Bob Williams
Coordinates the annual Birdathon fundraiser and other fundraising efforts.

Chapter Historian: Randy Hills
Ensures MRVAC historical artifacts are collected and made available.

Christmas Bird Count Compiler: Liz Stanley
Coordinates resources for the CBC, compiles and communicates results.

Environmental Action & Conservation Chair: Lee Ann Landstrom
Assists board in setting education, conservation, and environmental agenda and getting members involved in these activities. Coordinates Audubon Adventures.

Field Trip Coordinator: Craig Mandel
Compiles annual listing of all field trips and other MRVAC activities. Recruits trip leaders.

Membership Chair: Pam Albin
Tracks membership for both local and national members. Works with National Audubon and reports these activities to the MRVAC board.

MOU Representative: Dave Baden
Coordinates MRVACs activities and interests with the MOU.

Refuge Meeting Program Chair: Steve Weston
Books programming for the monthly MRVAC refuge meetings.

Social Chair: Robin Kutz
Enhance social aspects of MRVAC even.

Trumpeter Editor: Sam Warren
Solicits content from a variety of sources and assembles the bi-monthly Trumpeter. Sends final copy to the printer.

Trumpeter Mailing Coordinator: Pam Albin
Ensures the hard-copy Trumpeter is delivered to members and other distribution locations.

Webmaster: Daniella Collier
Posts content updates to the MRVAC website, Facebook page, and keeps supporting technology current.

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
MINNESOTA RIVER VALLEY AUDUBON CHAPTER

ARTICLE I
NAME
The name of this corporation shall be Minnesota River Valley Audubon Chapter.

ARTICLE II
PURPOSE
This corporation is governed by Chapter 317A of Minnesota Statues and is organized and
shall be operated exclusively for charitable, educational, religious, or scientific purposes within
the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or such
other provisions of Minnesota or Federal law as may from time to time be applicable. The
specific purpose of this corporation is to promote the conservation and wise use of all natural
resources with particular emphasis on the study and protection of our native wildlife and to
cooperate with the National Audubon Society in its activities and with other organizations as
may have the same purpose, and other purposes permitted by Section 501(c)(3) of the Code as
determined appropriate by the Board of Directors.

ARTICLE III
POWERS
Section 3.1
Notwithstanding any other provisions of these Articles of Incorporation,
all of the work of this corporation shall be carried on, and all funds of this corporation, whether
income or principal and whether acquired by gift or contribution or otherwise, shall be used and
applied exclusively for charitable, educational, religious, or scientific purposes directly or
indirectly benefiting this corporation, and in such manner that no part of the net earnings of this
corporation will in any event inure to the benefit of any officer or director of this corporation or
of any other corporation, organization, foundation, fund or institution, or any other individual.
Section 3.2
This corporation shall not engage, otherwise than as an insubstantial part
of its total activities, in activities that in themselves are not in furtherance of one or more of the
exempt purposes specified in Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended, and regulations issued thereunder. No part of the principal, assets or net income of this
corporation shall in any event be paid or contributed to any other corporation, organization,
foundation, fund, institution or governmental body, any substantial part of the activities of which
consists of carrying on propaganda or otherwise attempting to influence legislation or which
participates or intervenes in any political campaign on behalf of any candidate for public office,
nor shall this corporation itself engage in such activities in any way, directly or indirectly, except
to the extent, if any, permitted by the Internal Revenue Code of 1986, as amended, and
regulations issued thereunder.

Section 3.3
No officer or director of this corporation or other private individual shall
be entitled to share in the distribution of the corporate assets on liquidation, dissolution, or
winding up of this corporation. However, nothing contained in these Articles of Incorporation
shall be construed to prevent distribution of the properties of this corporation to another
distributee, otherwise properly made in accordance with the provisions of these Articles of
Incorporation and the purposes herein stated, solely by reason of the fact that one or more of the
directors or officers of this corporation may be connected or associated with the distributee as
shareholder, member, director, officer or in any other capacity.

ARTICLE IV
NONDISCRIMINATION
This corporation shall not unlawfully discriminate on the basis of race, color, creed,
religion, national origin, sex, marital status, status with regard to public assistance, sexual
orientation, disability or age.

ARTICLE V
INUREMENT OF INCOME
This corporation does not and shall not afford pecuniary gain incidentally or otherwise to
any private individual.

ARTICLE VI
DURATION
The duration of this corporation shall be perpetual.

ARTICLE VII
REGISTERED OFFICE
The registered office of this corporation in Minnesota shall be located at:
c/o Minnesota River Valley Audubon Chapter
1 W. Water Street, Ste 200
St. Paul, MN 55107

ARTICLE VIII
MEMBERS
This corporation shall have no members within the meaning of Chapter 317A of
Minnesota Statutes.

ARTICLE IX
DIRECTORS
Section 9.1
Directors.
The management of this corporation shall be vested in a Board of
Section 9.2
The number, qualifications, and terms of office of the directors shall be
fixed by the Bylaws of this corporation.

Section 9.3
Any action required or permitted to be taken at a meeting of the Board of
Directors may be taken by written action signed, or consented to by authenticated electronic
communication, by the number of directors required to take the same action at a meeting of the
Board of Directors at which all directors were present. The written action is effective when
signed by the required number of directors, unless a different effective date is provided in the
written action. When written action is taken by less than all of the directors, all directors shall be
notified immediately of its text and effective date, except that failure to provide such notice does
not invalidate the written action.

ARTICLE X
DISSOLUTION
Upon the dissolution of this corporation, the Board of Directors shall, after paying or
making provisions for the payment of all the liabilities of this corporation, dispose of all the
assets of this corporation exclusively for the purposes of this corporation in such manner, or to
such organization or organizations organized and operated exclusively for charitable,
educational, religious, or scientific purposes as shall at the time qualify as an exempt
organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or
the corresponding provision of any future United States Internal Revenue Law), as the Board of
Directors shall determine. Any such assets not so disposed of shall be disposed of by the District
Court of the county in which the principal office of this corporation is then located, exclusively
for such purposes or to such organization or organizations, as said court shall determine, which
are organized and operated exclusively for such purposes.

ARTICLE XI
AMENDMENT
These Articles of Incorporation may be amended at any time and from time to time by the
affirmative vote of a majority of directors then in office.
4810-9443-1032, v. 1

 

ARTICLES OF AMENDMENT
OF
MINNESOTA RIVER VALLEY AUDUBON CHAPTER
The undersigned, being the President of MINNESOTA RIVER VALLEY AUDUBON
CHAPTER, a Minnesota nonprofit corporation, does hereby certify that the attached Amended
and Restated Articles of Incorporation were duly adopted pursuant to Minnesota Statutes Chapter
317A, and supersede all prior versions of the Articles of Incorporation.
IN WITNESS WHEREOF, I have subscribed my name to be hereto affixed this
October _____, 2016.
Greg Burnes
President
4835-4691-9480, v. 1

---

 

AMENDED AND RESTATED BYLAWS

OF

MINNESOTA RIVER VALLEY AUDUBON CHAPTER

 

This instrument constitutes the Bylaws of Minnesota River Valley Audubon Chapter, a Minnesota nonprofit corporation, adopted for the purpose of regulating and managing the internal affairs of this corporation, and supersedes the prior Bylaws of the corporation in their entirety.

ARTICLE I CORPORATE SEAL

This corporation shall not have a seal.

 

ARTICLE II MEMBERS

This corporation shall have no members within the meaning of the Minnesota Nonprofit Corporations Act. Any action or approval of the members or shareholders of a corporation which would otherwise be required by the terms of any agreement to which this corporation is a party, or by which this corporation is bound, or by the provisions of any law, rule or regulation to which this corporation is subject, requires only action or approval of the Board.

 

ARTICLE III BOARD OF DIRECTORS

Section 3.1. Management.   The business and charitable affairs of this corporation shall be managed by or under the direction of a Board of Directors. The Board of Directors shall have primary responsibility for overseeing the activities of this corporation; engaging in long-range planning for this corporation; ensuring the mission of this corporation; and approving the annual budget for this corporation.

 

Section 3.2. Number, Composition of Board. The Board of Directors shall consist of an odd number of individuals elected by the directors, with a minimum of three (3) individuals.

 

Section 3.3. Terms of Directors. Directors shall serve for a term of one (1) year each and shall hold such office until expiration of the term for which the director was elected or appointed and until a successor is elected and qualified, or until the earlier death, resignation, removal, or disqualification of the director.

 

Section 3.4. Resignation of Directors. A director may resign at any time by giving written notice to the President or Secretary of this corporation. The resignation is effective without acceptance when the notice is given to this corporation, unless a later effective time is specified in the notice.

 

Section 3.5. Removal of Directors. A director may be removed from office, with or without cause, by the affirmative vote of a majority of the directors present at a duly held meeting; provided that not less than five (5) days and not more than thirty (30) days notice of such meeting stating that removal of such director is to be on the agenda for such meeting shall be given to each director.

 

Section 3.6. Filling Vacancies. In the event of the death, removal or resignation of a director, a successor to fill the unexpired term shall be elected by the affirmative vote of a majority of the directors present at a duly held meeting.

 

Section 3.7. Regular Meetings/Annual Meeting. The Board of Directors shall have regular meetings at such places and times as it shall establish by resolution. The last regular meeting each year will be deemed to be the annual meeting of the Board of Directors.

 

Section 3.8. Special Meetings. Special meetings of the Board of Directors may be called at any time upon request of the Chair, or any two (2) directors, provided that any such request shall specify the purpose or purposes for the meeting. The Chair shall set the date for the special meeting within three (3) working days of making or receiving such a request and shall give not less than five (5) nor more than thirty (30) days written notice of the time, place and purpose of such special meeting.

 

Section 3.9. Place of Meetings. The Board of Directors and any committee thereof, may hold its meetings at such places, whether in this state or in any other state, as a majority of the directors then in office may from time to time appoint. Upon failure to appoint any other place, such meetings shall be held at the principal offices of this corporation.

 

Section 3.10. Quorum. At all meetings of the Board of Directors a majority of the directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business.

 

Section 3.11. Number Required for Action by Directors. Except where otherwise required by law, the Articles of Incorporation or these Bylaws, the affirmative vote of a majority of the directors present at a duly held meeting shall be sufficient for any action.

 

Section 3.12. Written Action. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed, or consented to by authenticated electronic communication, by the number of directors required to take the same action at a meeting of the Board of Directors at which all directors were present. The written action is effective when signed by the required number of directors, unless a different effective date is provided in the written action. When written action is taken by less than all of the directors, all directors shall be notified immediately of its text and effective date, except that failure to provide such notice does not invalidate the written action.

 

Section 3.13. Action by Electronic Communication.

• Any meeting among directors may be conducted solely by one or more means of remote communication through which all of the directors may participate in the meeting, if the same notice   is given of the meeting required by Section 14, and if the number of directors participating in the meeting is sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence at the meeting.
• A director may participate in a Board or committee meeting by means of conference telephone or, if authorized by the Board, by such other means of remote communication, in each case through which that person, other persons so participating, and all persons physically present at the meeting may participate with each other during the Participation in a meeting by that means constitutes presence at the meeting.

Section 3.14. Notice. Notice of any meeting of the Board of Directors shall be given at least five (5) days prior to the date of the meeting by written notice mailed to each director at his or her designated address, or by notice delivered personally or by facsimile. Notice may also be given by a form of electronic communication consented to by the director to whom the notice is given. Consent by a director to notice given by electronic communication may be given in writing or by authenticated electronic communication. This corporation is entitled to rely on any consent so given until revoked by the director, provided that no revocation affects the validity of any notice given before receipt by this corporation of revocation of the consent. Electronic notice is deemed given:

3.14.1 If by facsimile communication, when directed to a telephone number at which the Director has consented to receive notice;

3.14.2 If by electronic mail, when directed to an electronic mail address at which the Director has consented to receive notice;

3.14.3 If by a posting on an electronic network on which the director has consented to receive notice, together with separate notice to the director of the specific posting, upon the later of: (i) the posting; and (ii) the giving of the separate notice; and

3.14.4 If by any other form of electronic communication by which the director has consented to receive notice, when directed to the person.

If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. The notice need not state the purpose of the meeting.

 

Section 3.15. Waiver of Notice. Any director may execute a written waiver of notice of any meeting required to be given by statute or by any provision of these Bylaws before, at or after that meeting, and such waiver when signed and filed as hereinafter provided shall be equivalent to notice. Such waiver shall be filed with the Secretary, who shall enter it upon the minutes or other records of that meeting. Appearance at a meeting by a director shall be deemed a waiver of notice thereof, unless the appearance is solely for the purpose of asserting the illegality of the meeting.

Section 3.16. Compensation of Directors. Directors shall not be compensated for their duties as directors, except that a director may receive a salary for his or her services as an employee, and directors maybe reimbursed for expenses incurred on behalf of this corporation.

 

Section 3.17. Committees. The Board of Directors may establish one or more committees having the authority of the Board in the management of the business of this corporation to the extent determined by the Board. The Chair and the members of all committees shall be appointed by the Chair. Members of a committee need not be directors and shall hold such office for a term of one (1) year from their appointment or until their successors are appointed, whichever occurs first. Meetings of a committee may be called, from time to time, upon request of the Chair, the chair of the committee or any two (2) committee members. Notice requirements shall be the same as for special meetings of the Board of Directors, except that notice may be given orally or in writing.

 

ARTICLE IV OFFICERS

Section 4.1. Appointment of Officers. The officers of this corporation shall be a Chair, a President, a Secretary, a Treasurer, and such other officers as the Board of Directors may, from time to time, appoint.

 

Section 4.2. Duties of Officers. The duties of the officers of this corporation shall be:

 

• The Chair shall preside at all meetings of the Board of Directors and shall oversee the long term goals and purposes of this corporation. Unless otherwise determined by the Board of Directors, the President shall be the Chair.

 

• The President shall be the chief executive officer of this corporation, shall be responsible for the day to day operations of this corporation, and shall have all of the powers and duties normally belonging to the President, Chief Executive Officer, or Executive Director of a Minnesota nonprofit corporation. He or she shall also perform such other duties as may be determined from time to time by the Board of Directors.

 

• Secretary. The Secretary shall attend all meetings of the Board of Directors and any committee thereof, and keep the minutes of such meetings, give notices, prepare any necessary certified copies of corporate records, and perform such other duties as may be determined from time to time by the Board of Directors.

 

• Treasurer. The Treasurer shall have charge of the corporate treasury, receiving and keeping the monies of this corporation, disbursing corporate funds as authorized, and shall have all of the powers and duties normally belonging to the Treasurer of a Minnesota nonprofit corporation.

 

Section 4.3. Salaries of Officers. The salaries of all officers of this corporation shall be fixed by the Board of Directors. However, no such salary need be fixed if such service is voluntary.

 

Section 4.4. Officers as Members of Board of Directors. The Chair shall be a member of the Board of Directors. All other officers may but need not be members of the Board of Directors.

 

Section 4.5. Resignation of Officers. An officer may resign at any time by giving written notice of the resignation to the President or Secretary of this corporation.

 

Section 4.6. Removal of Officers. Any officer may be removed, with or without cause, by the affirmative vote of a majority of the directors present at a duly held meeting of the Board of Directors for which notice stating such purpose has been given.

 

Section 4.7. Filling Vacancies. Any vacancy in an officer’s position shall be filled by the Board of Directors of this corporation.

 

ARTICLE V

STANDARD OF CARE AND CONFLICTS OF INTEREST

 

Section 5.1. Standard of Care. It is the responsibility of each director of this corporation to discharge his or her duties as a director in good faith, in a manner the director reasonably believes to be in the best interests of this corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.

 

Section 5.2. Identification of Conflicts of Interest. A conflict of interest exists if this corporation contracts with, or enters into a financial transaction with:

 

• One or more of its directors, or a member of the family of a director;

 

• A director of a related organization, or a member of the family of a director of a related organization; or

 

• An organization in or of which one or more of this corporation’s directors or a member of the family of the director are directors, officers or legal representatives or have a material financial interest.

 

A director does not have a material financial interest in a resolution fixing the compensation of the director or fixing the compensation of another director as a director, officer, employee or agent of this corporation, even though the first director is also receiving compensation from this corporation.

 

Section 5.3. Permissible Conflicts of Interest. A conflict of interest will not cause a contract or transaction with this corporation to be void or voidable because the interested director or other individual/organization are parties, or because the interested director is present at the meeting of the Board of Directors or a committee of the Board of Directors at which the contract or transaction is authorized, approved or ratified, if:

 

• The contract or transaction was, and the person asserting the validity of the contract or transaction sustains the burden of establishing that the contract or transaction was, fair and reasonable as to this corporation at the time it was authorized, approved or ratified; or

 

• The material facts as to the contract or transaction and as to the director’s or directors’ interest are fully disclosed or known to the Board or a committee, and the Board or committee authorizes, approves or ratifies the contract or transaction in good faith by a majority of the Board or committee, but the interested director or directors shall not be counted in determining the presence of a quorum and shall not vote.

 

Section 5.4. Definition of Member of the Family. For purposes of this Article V, a “member of the family” of a director includes the spouse, parents, children and spouses of children, brothers and sisters or spouses of brothers and sisters of the director, or any combination of them.

 

ARTICLE VI FINANCE

Section 6.1. Receipts. Any dues, contributions, grants, bequests or gifts made to this corporation shall be accepted or collected only as authorized by the Board of Directors.

 

Section 6.2. Deposits.   All funds of this corporation shall be deposited to the credit of this corporation under such conditions and in such banks as shall be designated by the Board of Directors.

 

Section 6.3. Contracts. All contracts to which this corporation is a party shall be executed and delivered as provided by the Board of Directors.

 

Section 6.4. Monies and Investments. All monies and investments of this corporation shall be transferable as provided by the Board of Directors.

 

Section 6.5. Title to Property. Title to all property shall be held in the name of this corporation.

 

Section 6.6. Fiscal Year. The fiscal year of the corporation shall end on May 31 of each year.

 

ARTICLE VII INDEMNIFICATION

To the full extent permitted by the Minnesota Nonprofit Corporation Act, as amended from time to time, or by other applicable provisions of law, each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, wherever and by whomsoever brought (including any such proceeding, by or in the right of this corporation), whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of this corporation, or he or she is or was serving at the specific request of the Board of Directors of this corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by this corporation by the affirmative vote of a majority of the directors present at a duly held meeting of the Board of Directors for which notice stating such purpose has been given against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided, however, that the indemnification with respect to a person who is or was serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall apply only to the extent such person is not indemnified by such other corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by this Article VII shall inure to the benefit of the heirs, executors and administrators of such person and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this provision of the Bylaws. No person shall have a right to indemnification or indemnification advances by this corporation with respect to any threatened, pending or civil, administrative, arbitration, investigative or other proceeding brought by or in the right of this corporation against such person.

 

ARTICLE VIII AMENDMENT OF BYLAWS

These bylaws maybe amended at any time and from time to time by the affirmative vote of a majority of the directors then in office; provided that written notice of the meeting and of the proposed amendment shall be given to each director not less than five (5) nor more than thirty (30) days before any meeting of the Board of Directors at which an amendment of the Bylaws is to be adopted.

 

Duly approved and effective October       , 2016:

 

Greg Burnes President

 

4834-2731-6024, v. 1