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AMENDED BY-LAWS
Of the Yellowstone Buffalo Foundation, Inc.
ARTICLE I. MEETINGS
Meetings shall be conducted according to the procedures established by current edition of Roberts Rules of Order, Newly Revised.
SECTION A. Board of Directors Meetings. The Board of Directors shall provide, by resolution, the time and place for holding board of Directors meetings without any further notice than by such resolution.
SECTION B. General Membership Meetings. General membership meetings shall be designated by resolution of the Board of Directors.
SECTION C. Annual Meetings. The annual meeting for the election of officers shall be held during such month and time of each year at a place designated by the Board of Directors, and at other times as approved by the Executive Officers.
ARTICLE II. ELECTION OF DIRECTORS AND OFFICERS
SECTION A. Election of Directors. Election of the Directors shall be from a slate of candidates drawn from the membership, proposed by the Board, together with other nominees from the floor. Each member present shall have one (1) vote for each Director position to be filled at the annual meeting.
SECTION B. Terms of Office. Terms of the elected Directors shall be three (3) years, with termination dates staggered on alternate years. The Executive officers of this corporation – President, First and Second Vice Presidents, Secretary, and Treasurer – shall be elected or appointed for one (1) year terms by the Board of Directors. If a Director resigns with less than one (1) year remaining of his/her term, the Board shall appoint a replacement to serve for the balance of the unexpired term.
ARTICLE III. MEMBERSHIP
Membership shall be open to all persons who agree with the purposes of the organization. Dues shall be payable annually, starting twelve months from the initial dues payment for the upcoming calendar year.
ARTICLE IV. BOARD OF DIRECTORS
SECTION A. Business and Administration. Business and administration of this corporation shall be vested in the Board of Directors. The Board may designate one or more committees, by resolution of a majority of Directors. The committee shall have no authority except as authorized by the Board of Directors.
SECTION B. Compensation. Compensation shall not be paid to Board members for services to the corporation. The Board may authorize a fixed sum and expenses that may be incurred by members in furthering the goals of the Yellowstone Buffalo Foundation.
ARTICLE V. EXECUTIVE OFFICERS
Executive Officers of the corporation shall have powers and duties as specified by the Board of Directors and shall be responsible for the following fundamental actions.
A.The President:
(1) Shall be the administrative officer of the Yellowstone Buffalo Foundation, and shall see that the policies of the corporation are carried out;
(2) Shall make arrangements for the meetings;
(3) Shall appoint special and standing committees for the functions of the Yellowstone Buffalo Foundation, and shall be an ex-officio member of all standing committees;
(4) Shall serve as chairperson of the Board of Directors and report to the Board of Directors;
(5) Shall direct the activities of officers and committees in order to implement the actions of the Board of Directors, and shall assume other responsibilities delegated to him/her by the Board of Directors; and
(6) Shall make immediate decisions that do not require action by the Board of Directors.
B. The First and Second Vice Presidents:
(1) The First Vice President shall preside at all Yellowstone Buffalo Foundation or Board meetings in the absence of the President; the Second Vice President shall preside in the absence of the President and the First Vice President. Further, the First and Second Vice Presidents:
(2) Shall perform duties assigned by the Board of Directors;
(3) Shall assist the President in carrying out the program of the Yellowstone Buffalo Foundation; and
(4) Shall attend all Board meetings of the Yellowstone Buffalo Foundation.
C. The Secretary:
(1) Shall keep permanent records of all the minutes of regular and special membership and Board meetings;
(2) Shall assist the President and the Board of Directors in carrying out the responsibilities of these offices whenever possible.
D. The Treasurer:
(1) Shall have custody of all funds and securities of the Yellowstone Buffalo Foundation;
(2) Shall keep an accurate record of all funds received and expended;
(3) Shall keep the Board of Directors informed relative to the financial condition of the Yellowstone Buffalo Foundation;
(4) Shall attend all Yellowstone Buffalo Foundation meetings;
(5) May secure a performance bond commensurate with the greatest amount of money that will be handled by the Treasurer; and
(6) Shall have custody of all monies generated by the Yellowstone Buffalo Foundation.
ARTICLE VI. FINANCES
SECTION A. Payments. Checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Yellowstone Buffalo Foundation shall be signed by such officers or agents in a manner that shall be determined by the Board of Directors. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer and countersigned by the Secretary or President of the Yellowstone Buffalo Foundation.
SECTION B. Deposits of Funds. Funds shall be deposited to the credit of the corporation in banks, trust companies, or other depositories as the Board of Directors may select.
SECTION C. Gifts. Gifts may be accepted on behalf of the Yellowstone Buffalo Foundation for the purposes of the corporation.
ARTICLE VII. BOOKS AND RECORDS
Books and records of account shall be kept correct and complete. Minutes of the proceedings shall be kept with the Secretary. All books and records of the Yellowstone Buffalo Foundation may be inspected by any member, or his/her agent or attorney for any proper purpose, at any reasonable time.
This is to certify that the foregoing Amended By-Laws were duly adopted as the official By-Laws of the Yellowstone Buffalo Foundation, Inc. at a meeting held in Bozeman, Montana on August 29, 2008.
President: Joe Gutkoski
Secretary and Treasurer: Pat Simmons
American Buffalo Foundation was formed in January 1991
in Bozeman, Montana.
The organization’s name was changed to Yellowstone Buffalo Foundation in August 2008. |
