The Association of Professional
Wildlife
Educators
The name of the Association is ASSOCIATION of PROFESSIONAL WILDLIFE EDUCATORS, hereinafter sometimes referred to as "APWE" or "Association." The registered agent for APWE will be Susan J. Kleven. The address of the principal office of APWE shall be 7151 Cedar Lake Rd. Aubrey, TX. 76227. Meeting of members and directors shall be held at such places as may be designated by the Board of Directors in accordance with these By-laws. The Board of Directors may change the principle office of APWE at any time.
Section 1. "Articles” mean the Articles of the Association of Professional Wildlife Educators, or APWE, as they presently stand and as they may be amended from time to time.
Section 2. "Member" shall mean those persons and entities entitled to membership based on the following categories and subject to the qualifications outlined in ARTICLE VI.
¨ Professional. Professional members shall be persons who have actively participated in as a paid employee in the training, husbandry, presentation of and/or management of wildlife for a total of at least three (3) years accumulated over a period of no more than (5) years preceding the date of application. Professional members must personally possess unblemished safety records for at least the past three (3) years. This is to be defined as a professional involved or employed by an organization or company with no incidents of injury caused by contact between any member of the public and an animal (wild or domestic) in their charge. Professionals shall have the right to vote, hold elective office, and chair and serve on committees.
¨ Active. Active members shall be persons who have actively participated in training, husbandry, presentation of and/or management of captive wildlife for at least one (1) continuous year within a period of no more than three (3) years preceding the date of application. Active members must possess unblemished safety records for at least the past three (3) years. This is to be defined as a professional involved with an organization or company that has incidents of injury caused by contact between any member of the public and an animal (wild or domestic) in their charge. Active members shall have the right to vote and to chair and serve on committees. Active members shall not have the right to hold elective office.
¨ Voting. Voting members shall refer to Professional and Active members collectively.
¨ Associate. Associate members shall be persons who are interested in the objectives of the Association and wish to support them. Associates may serve on committees. Associate members shall not have the right to vote, hold elective office or chair committees.
¨ Student. Student members shall be persons who are interested in the objectives of the Association and wish to support them. Each student member shall be enrolled in an accredited academic institution on a full-time basis. Students shall not have the right to vote, hold elective office or chair and serve on committees.
¨ Organizational. Organizational members shall include, but not be limited to, any commercial, professional or zoological groups that are interested in the objectives of the Association and wish to support them. Organizational members shall not have the right to vote, hold elective office or chair and serve on committees.
This Association is a non-profit, public benefit Association and is not
organized for the private gain of any person.
The specific purpose for which this Association is formed, is for scientific and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 2003.
The objectives of the Association shall be to:
v Endorse high standards of safety and humane treatment in management and husbandry of captive wildlife.
v Support and advance the profession of wildlife and environmental education by establishing and implementing stringent criteria to insure the safe and responsible handling of captive wildlife as well as developing standards of educational excellence.
v Disseminate accurate, appropriate, and scientifically based information about captive wildlife, the environment and the impact we humans have, and can have, on both.
v Promote conservation research of wild animal behavior, training and husbandry as well as preservation of their natural habitats in the wild.
This Association has been formed for the purposes described in ARTICLE III
above, and it shall be non-profit and nonpartisan. No substantial part of the
activities of the Association shall consist of the publication or dissemination
of materials with the purpose of attempting to influence legislation, and the
Association shall not participate or intervene in any political campaign on
behalf of any candidate for public office.
APWE shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposed described in ARTICLE III above.
The properties and assets of this non-profit Association are irrevocably
dedicated to scientific and/or educational purposes. No part of the net
earnings, properties or assets of this Association, on dissolution or otherwise,
shall be to the benefit of any private person or individual, or any member of
the Board of Directors of this Association. On liquidation or dissolution, all
properties and assets and obligations shall be distributed and paid over to an
organization dedicated to scientific and/or educational purposes, provided that
they are dedicated to the exempt purposes as specified in the Internal Revenue
Code Section 501(c)(3).
Section 1.
Qualifications. Membership in APWE shall be limited to the
categories of membership defined in Section 1 of ARTICLE II above subject to the
following:
· General Requirements. Any person, institution, society, related organization or association making proper application and willing to abide by the constitution and by-laws and all other rules and regulations of APWE may be considered for and granted membership provided they meet the requirements set forth in various sections of this ARTICLE VI. Applications for membership will be reviewed by the secretary, who will determine the appropriate classification of membership for that applicant. Memberships will be reviewed periodically to determine if they continue to qualify for current classification.
· Code of Ethics. Each Member of APWE shall abide at all times with the Code of Ethics of APWE. The Code will be reviewed periodically from time to time and amendments adopted by the Board as needed.
· Good Standing. Any entity (other than a natural person) which qualifies as a Member must be in good standing in the State in which it is domiciled, as well as previous states where business may have been domiciled, and qualified in all respects to act as a Member of APWE.
· Professional Membership. Applicants for Professional memberships may be required to provide two written endorsements from Professional members in good standing, at least one of which must be an individual whose employer is one other than the employer of the applicant.
· Active Membership. Applicants for Active memberships may be required to provide two written endorsements from Professional members in good standing, at least one of which must be an individual whose employer is one other than the employer of the applicant.
· Student Membership. Student members must provide proof of status as full-time students as deemed appropriate by the Secretary at the time of their initial application and at every application for the renewal of Student membership.
Section 2. Dues and Services. The Board of Directors will determine the dues for each classification of membership as stated in ARTICLE II of the By-laws. Typically, dues will vary according to each membership classification. Board members are required to attend specified meeting and fulfill duties as deemed necessary. The assignments of voting and office-holding privileges are fixed in ARTICLE II of the By-laws.
· Payment of Dues. Membership dues shall be billed and paid on a fiscal year basis.
Section 3. Termination of Membership. The membership of any Member shall terminate upon the occurrence of any of the following events.
· The resignation of the Member.
· The failure of any Member to pay the annual dues with the time limits set by the Board of Directors.
· A Member elected to the Board of Directors shall be replaced by another Member only if:
§ He/she is not re-elected to the Board of Directors of APWE at any duly held election of APWE upon the expiration of his term,
§ He/she has failed to attend, without justifiable cause for his/her absence, three consecutive meetings of the Board of Directors of APWE or,
§ He/she has conducted himself/herself in such a manner independent of APWE that his/her continued membership on the Board of Directors would have a substantial adverse effect on the Association. Termination under this part 3.c. (iii) shall be equivalent for termination "with cause" as defined by laws applicable to an employee of an association in the State of Texas.
· Procedure for Expulsion. Following the determination that any Member should be expelled under part 3.c. (iii) above, the following procedure shall be implemented:
§ Notice shall be sent by mail (prepaid, first-class, or registered) to the most recent address of the Member as shown on the Association's records, setting forth the expulsion and the reason therefor. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the expulsion.
§ The Member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not fewer than five (5) days before the effective date of the proposed expulsion. The hearing will be held by a special Member expulsion committee composed of not fewer than three board members appointed by the President. The notice to the Member of this proposed expulsion shall state the date, time and place of the hearing on his/her proposed expulsion and the factual basis upon which the proposed expulsion is based.
§ Following the hearing, the expulsion committee shall decide whether or not the Member should in fact be expelled, suspended or sanctioned in some other way. The decision of the committee shall be final.
Section 4. Transfer of Memberships. No Member may transfer for value a membership or any right arising from it. All rights of membership cease on the Member's termination or death.
· Section 5. Annual Meeting of All Members. Independent of the meetings of Voting Members described in ARTICLE VII below, the Board of Directors will hold an annual business meeting of all Members in conjunction with a conference conducted for the purpose of sharing and disseminating information relative to THE ASSOCIATION's objectives. The location shall be determined by a majority of qualified Voting Members. The site shall be selected from among the recommendations provided by the Site Selection Committee. The actual dates of the meeting and conference will be determined by the availability of the facilities required.
Section 1. Annual Meetings. The annual meeting of the Voting Members shall be the same date and place as the annual meeting of all Members described in Section 5 of ARTICLE VI of these By-laws.
Section 2. Special Meetings. Special meetings of the Voting members may be called by the Board of Directors upon either (i) the vote or written consent for such a meeting by a majority of a quorum of the Board of Directors, or (ii) the written consent of at least three of the elected officers of THE ASSOCIATION who are also Voting Members.
Section 3. Notice of Meetings. Written notice of each meeting of the Voting Members shall be given by or at the direction of the Board by mailing a copy of such notice, postage prepaid, not less than ten (l0) days nor more than ninety (90) days before such meeting to each Voting Member entitled to vote there at. The notice shall be addressed to the Member's address last appearing on the books of THE ASSOCIATION or supplied by such Member for the purpose of notice. The notice shall specify the place, day and hour of the meeting, and in the case of special meeting, the nature of the business to be undertaken.
Section 4. Quorum. In any vote of the membership taken by mail or at any meeting, a quorum shall be a majority of participating Voting Members provided at least twenty (20) Voting Members participate.
Section 5. Proxies. At all meetings of Voting Members, each vote entitled to be cast may be cast in person or by proxy. All proxies shall be in writing and filed with the Secretary of APWE. Every proxy shall be revocable and shall automatically cease upon attendance by the Voting Member at any meeting.
Section 6. Voting.
· Eligibility to Vote. Persons entitled to vote at any meeting of Members shall be Voting Members as of the date determined by the Board of Directors.
· Manner of Casting Votes. Voting may be by voice or ballot, provided that any election of Directors must be by ballot if demanded by any Voting Member before the voting begins.
· Only Majority of Voting Members Represented at Meeting Required. Unless otherwise specified, if a quorum is present, the affirmative vote of the majority of the Voting Members represented at the meeting entitled to vote and voting on any matter (other than the election of Directors) shall be required for approval unless the vote of a greater number or voting by classes is required by the Articles.
Section 7. Waiver of Notice or Consent by Absent Voting Members
· Written Waiver or Consent. The transaction at any meeting of Voting Members, either annual or special, however called or noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote who was not present in person or by proxy signs a written waiver of notice or a consent to a holding of the meeting or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of Members. All such waivers, consents or approvals shall be filed with THE ASSOCIATION's records or made a part of the minutes of the meeting.
· Waiver By Attendance. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting except when the person objects at the beginning of the meeting to the transaction of any business due to the inadequacy or illegality of the notice. Attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting, if that objection is expressly made at the meeting.
Section 8. Action By Written Consent Without A Meeting. Any action that may be taken at any annual or special meeting of Voting Members may be taken without a meeting and without prior notice if written ballots are received from a number of Voting Members at least equal to the quorum applicable to a meeting of Voting Members. All such written ballots shall be filed with the Secretary of APWE and maintained in THE ASSOCIATION's records. All solicitations of ballots shall indicate the time by which the ballot must be returned to be counted.
Section 9. Resolutions
· For purposes of determining whether all Members have the right to approve any Association's action requiring approval by the corporation, the respective matters are divided into three categories:
§ Category One. Those matters which constitute a new policy for APWE affecting all of its Members.
§ Category Two. Those matters which either (i) implement policy decisions approved as a Category One matter or (ii) do not affect all of the corporation's members.
§ Category Three. Those Category One matters, which require an emergency decision of APWE. An "emergency decision" is one that is necessary for THE ASSOCIATION to make prior to the next scheduled Annual Business Meeting of all Members.
o Resolutions and actions constituting a Category One matter must be presented to and approved by a simple majority vote of a quorum of the Board of Directors before being presented to the membership for action either by mail ballot or during the Annual Business Meeting. A simple majority of the Members qualified to vote attending the meeting or casting mail ballots shall be required for adoption. Adopted resolution shall be binding upon all Members in all classifications upon the publication in an official publication of APWE or upon receipt of a copy of the resolution by the Members, whichever occurs first.
o Resolutions and actions constituting a Category Two matter may be approved by a simple majority vote of a quorum of the Board of Directors at a duly held meeting of the Board of Directors.
o Emergency resolutions may be adopted by a unanimous vote of the Board of Directors. Such emergency resolutions immediately become binding upon all Members in all classifications upon notification. The Board of Directors must present emergency resolutions to the Voting Members within sixty (90) days of their adoption.
Section 1. Number of Directors. All corporate power shall be exercised by or under the authority of, and the business and the affairs of THE ASSOCIATION shall be controlled by, the Board of Directors which shall consist of not less than six (6) Members nor more than twelve (12) Members, and a majority of the Directors shall constitute a quorum at any meeting of the Board of Directors.
Section 2. Term of Office. Each member of the Board of Directors shall be elected for a term of one, two, or three years, and one-third of the members shall be elected annually. Notwithstanding the above, at the first organizational meeting of the Board of Directors, all of the members of the Board shall be elected for staggered terms of one, two or three years.
Section 3. Removal. The entire Board of Directors may be removed from the Board by the vote (by secret written ballot) of a majority of the Voting Members entitled to vote at an election of Directors. If any one or all Directors are so removed, new Directors may be elected at the same meeting, provided that at least a majority of the Voting Members is present and the notice of the meeting to the Voting Members specifies that there will be an election of Members to the Board of Directors.
Section 4. Compensation. Directors may receive compensation for services rendered to THE ASSOCIATION only upon the vote prescribed in ARTICLE VI, Section 2. However, Directors may, without such vote, be reimbursed for actual expenses incurred if the Board of Directors approves such payment.
Section 5. Nomination and Election of Directors. Nominations for election to the Board of Directors of THE ASSOCIATION shall be made by the Nominating Committee as defined in ARTICLE X of these By-laws. The nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Selection of Directors shall be without regard to race, sex, creed, religion or national origin.
· Nominations other than those made by the Nominating Committee may be submitted by any Professional or Active member in good standing in a manner determined by the Chairperson.
§ The Chairperson of the Nominating Committee shall notify each nominee of his/her name placed in nomination as a candidate and a statement of the nominee's intent to fulfill the duties of Directors, including attendance at the annual conference and meetings of the Board of Directors as required, if elected. If the Chairperson upon consultation with the President determines that the nominee is unable to fulfill the duties of a Director, his/her name will not be placed in nomination as a candidate.
§ The election of members of the Board of Directors shall be by secret written ballot mailed no later than 90 days prior to the annual business meeting. The Chairperson of the Nominating Committee shall oversee the preparation and mailing of the official ballot and enclosures to all Professional and Active members in good standing. Each Voting Member shall mark his/her ballot and return it postmarked no later than 60 days prior to the annual business meeting. The ballots shall be returned to and tabulated by the Nominating Committee in a manner determined by the Chairperson.
§ Members of the Board of Directors of THE ASSOCIATION shall be elected by simple majority. In the event of a tie, the President shall be called upon to cast an additional vote. In such instances the Chairperson of the Nominations and Election Committee shall telephone the President to obtain the vote.
Section 6. Restriction on Interested Directors. Not more than forty-nine percent (49%) of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (1) any person being compensated by THE ASSOCIATION for services rendered to it within the previous twelve (12) months, whether as a full- time or part-time employee, independent contractor or otherwise, excluding any reasonable compensation paid to a Director as Director; and (2) any brother, sister, ancestor, descendant, spouse, brother-in-law, mother-in-law or father-in-law of any such persons. However, any violation of the provision of this paragraph shall not affect the validity or enforceability of any transaction entered into by THE ASSOCIATION.
Section 1. Place of Meetings; Meetings by Telephone. Regular meetings of the Board of Directors may be held at any place within or outside the State of Minnesota that has been designated from time to time by resolution of the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of APWE. Notwithstanding the above provisions of this Section 1, a regular or special meeting of the Board of Directors may be held at any place consented to in writing by all the Board members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be presented in person at such meeting.
Section 2. Annual Meeting. Prior to each annual meeting of Voting Members, the Board of Directors shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business.
Section 3. Other Regular Meetings. Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice; provided, however, that the time and location of such other regular meetings shall be published and made available to the members.
Section 4. Special Meetings.
· Authority to Call. Special meetings of the Board of Directors for any purpose may be called at any time by the Chairman of the Board or the President, or any Vice President, the Secretary or any two Directors.
· Notice
§ Manner of Giving. Notice of the time and place of special meetings shall be given to each Director by one of the following methods: (a) by personal delivery of written notice; (b) by first-class mail, postage paid; (c) by telephone communication, either directly to the Director or to a person at the Director's office who would reasonably be expected to communicate such notice promptly to the Director; or (d) by telegram, charges prepaid, (e) email. All such notices shall be given or sent to the Directors address or telephone number as shown on the records of APWE.
§ Time Requirements. Notices sent by first-class mail shall be deposited into a United States mail box at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone or telegraph shall be delivered, telephoned, or given to the telegraph company at least 48 hours before the time set for the meeting.
§ Notice of Contents. The notice shall state the time and place of the meeting and the business to be conducted at the meeting. However, it need not specify the place of the meeting if it is to be held at the principal executive office of APWE.
Section 5. Open Meetings. Regular and special meetings of the Board shall be open to all members of APWE provided, however, those members who are not on the Board may not participate in any deliberation or discussion unless expressly so authorized by the vote of a majority of a quorum of the Board. The Board may, with the approval of a majority of a quorum of the Board, adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which APWE is or may become involved, and orders of business of a similar nature. The nature of any and all business to be considered in executive session shall first be announced in open session.
Section 6. Quorum. A majority of the Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority for the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
Section 7. Action Without Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all Members of the Board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
Section 1. Powers.
· General Corporate Powers. The business and affairs of APWE shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.
· Specific Powers. Without prejudice to these general powers, and subject to the same limitations, the Directors shall have the power to:
§ Select and remove all officers, agents, and employees of APWE; prescribe any powers and duties for them that are consistent with law, and with these By-laws; and fix their compensation.
§ Change the principal executive office or the principal business office in the State of Minnesota from one location to another; cause APWE to be qualified to do business in any other state, territory, dependency or country and conduct business within or outside the State of Texas; and designate any place within or outside the State of Texas for the holding of any Voting Members' meeting or meetings, including annual meetings.
§ Adopt, make and use a corporate seal; prescribe the forms of membership certificates, if any; and alter the form of the seal and certificate.
§ Borrow money and incur indebtedness on behalf of APWE and cause to be executed and delivered for APWE's purposes, in the corporate name, promissory notes, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities.
§ Cause financial statements for APWE to be regularly prepared and distributed to all Board Members and disseminated upon request.
· The annual report referred to in this subparagraph (c)(3) shall be prepared by an independent accountant for any fiscal year in which the gross income to APWE exceeds $75,000.00; provided, however, that such report need not be prepared by an independent accountant if it is accompanied by the certificate of an authorized officer of APWE stating that the report was prepared without audit from the books and records of the corporation.
· Select officers of APWE
· Fill vacancies on the Board of Directors (except for a vacancy created by the removal of a Director by the vote of the Voting Members of APWE).
Section 2. Restrictions. The Board of Directors shall be prohibited from taking any of the following actions, except with the vote or written assent of at least two thirds of the Members of the Board of Directors:
· Paying compensation to members of the Board of Directors or to officers of APWE for services performed in the conduct of APWE's business; provided, however, that the Board may cause a Member or officer to be reimbursed for expenses incurred in carrying on the business of APWE.
· Appointment of any persons to Board of Directors on an interim basis to fill a vacancy on the Board until the position can be filled at a duly held election made by the Voting Members of APWE.
Section 3. Executive Committee. The Executive Committee of the Board as defined in ARTICLE XI of the by-laws, will act for and on behalf of the Board of Directors between meetings of the Board. The Executive Committee shall have all of the powers of the Board except the power to amend the by-laws. It shall hold periodic meetings and will be governed by the rules applicable to the Board of Directors generally as set forth in these by-laws in respect to action at meetings and by written consent.
Section 4. Certification of Committees. From time to time, the Board of Directors will establish rules for the organization, operation and termination of support committees. At any duly held meeting of the Board of Directors, the Board may certify committees of volunteer Members who meet the requisites for such committees established from time to time by the Board of Directors.
Section 5. Advisory Committees. The following advisory committees shall be established by the Board of Directors:
· Conference Committee. This committee shall assist the Vice-President in his/her duties regarding the program of the annual conference. This committee shall also, in concert with the Vice-President, Site Selection Committee, hosts and all other parties involved, assist and coordinate the planning and execution of all aspects of conducting the annual conference.
· Membership Committee. Under the direction of the Secretary, this committee shall assist in reviewing and processing applications for membership, membership renewals or changes in membership classification or status in accordance with the By-laws. This committee shall also promote memberships and perform related duties .
· Legal Committee. This committee shall support the Board of Directors and serve the membership by monitoring relevant legislative activities, establishing liaison with other organizations with similar interests, and recommending policies consistent with the goals and objectives of APWE. This committee shall also investigate any formal complaints of violations of APWE's Code of Ethics, initiate investigations on its own and make recommendations for appropriate action to the Board of Directors.
· Nominations and Elections. The Past President shall serve as the chairperson of this committee. Pursuant to ARTICLE VII of these by-laws, this committee shall seek and submit to the membership candidates for the Board of Directors and ensure the appropriate conduct of elections.
· Site Selection. This committee shall identify and evaluate possible sites for APWE's annual business meeting and conference and make recommendations to the Board of Directors and the membership to facilitate the final selection of a site pursuant to ARTICLE VI of these by-laws.
· Honors and Awards. This committee shall make recommendations to the Board of Directors as needed regarding individuals or groups deserving of special recognition by APWE and the means by which that recognition should be administered. With the approval and direction of the Board of Directors, this committee will perform the duties related to the conferring of such recognition.
· Products and Services. This committee will make recommendations concerning and, if approved by the Board, procure and make available to the membership items bearing the official logotype of APWE. This committee will also make recommendations to the Board concerning services and benefits to be provided exclusively to Association members. With the approval of the Board, this committee will perform duties related to providing Members with such services and benefits.
· Newsletter. This committee shall oversee and support the production and distribution of printed materials defined and commissioned as official publications of APWE by the Board. The chairperson of this committee shall be known as the Managing Editor. The committee shall include the Managing Editor, an Editorial Board, and additional committee members as required. The Managing Editor shall appoint at least four (4) Professional and/or Active members in good standing to act as an Editorial Board and other committee members as needed who will be under the supervision of the Managing Editor.
· Other Committees. The Board may establish standing committees not otherwise provided for in the by-laws. The President may establish such special committees as may be required to carry out the objectives of APWE.
Section 6. Committee Requirements.
· Unless otherwise specified in this ARTICLE X, the incoming President shall annually appoint the chairpersons of all committees subject to approval by a simple majority of the Board. Committee chairpersons must be Professional or Active members in good standing. Committee members may be appointed by the President, the Board or the committee chairperson. Any Professional, Active or Associate member in good standing may serve on committees as stated in ARTICLE II of the by-laws.
· Unless otherwise specified in this ARTICLE X, committees will function in accordance with rules and regulations set fort by the Board. All committee work is subject to the approval of the Board.
Section 1. Enumeration of Officers. The offices of APWE shall be: President, President-elect (who will automatically succeed to the offices of President), Past President, Vice-President, Secretary, and Chief Financial Officer.
Section 2. Executive Committee. The Executive Committee shall consist of six (6) officers, each officer having been elected and serving terms in the manner described in this ARTICLE XI: President, President-Elect, Past President, Vice-President, Secretary, and Chief Financial Officer. The Executive Committee will act for and on behalf of the Board of Directors between meetings of the Board (ARTICLE X, Section 3).
Section 3. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the Members.
Section 4. Term. The President-Elect shall serve a term of two (2) years in that office followed by two years in each of the two succeeding offices for a total of six (6) years. The Vice-President shall serve a term of two (2) years. The Secretary and Chief Financial Officer will each serve a term of two (2) years and are to be elected in alternating years.
Section 5. Special Appointments. The Board of Directors may elect such other officers as the affairs of APWE may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 6. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice, unless a later time is specified therein. Unless otherwise specified in the resignation, the acceptance of such resignation shall not be necessary to make it effective.
Section 7. Vacancies. A vacancy in any office shall be filled according to the guidelines set forth below. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he/she replaces.
· In the event of a vacancy in the office of President, the Past- President shall become President and the office of Past-President shall remain vacant until the next regular election.
· A vacancy in the office of Secretary, Chief Financial Officer, Vice- President, or President-Elect shall be filled by a unanimous vote of the remaining officers of the Executive Committee. The appointees will serve until the next regular election and may stand as candidates for regular terms.
· In the event of any vacancy caused by or creating circumstances other than those described, the vacated office may be filled by a unanimous vote of the remaining Members of the Board. The appointee shall serve until the next regular election.
Section 8. Duties. The officers shall perform the usual duties of their offices and such other duties as are in concert with these by-laws as determined by a unanimous vote of the Board.
· President. The President shall preside at all meetings of Members and the Board of Directors; see that orders and resolutions of the Board are carried out; and sign documents and written instruments on behalf of APWE. The President shall be an ex oficio member of all committees without the right to vote.
· President Elect. The President Elect shall act in the place and instead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.
· Past-President. The Past-President shall chair the Nominations and Elections Committee.
· Vice President. The Vice President shall act as program chair for the annual conference.
· Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; keep the corporate seal of APWE and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the Members; keep appropriate current records showing the Members of APWE together with their addresses; and perform such other duties as may be required by the Board.
· Chief Financial Officer. The Chief Financial Officer shall receive and deposit in appropriate bank accounts all monies of APWE; disburse such funds as directed by resolution of the Board of Directors; and keep proper books of all accounts.
Section 9. Parliamentary Procedure.
· The Board of Directors shall be the final authority in the interpretation of the Constitution and By-laws and other rules of APWE. The current edition of Robert's Rules of Order will govern APWE in all situations not provided for in the law, its Constitution By-laws or adopted rules.
· A parliamentarian may be appointed by the President or any Committee Chairperson to serve in an advisory capacity during any meeting over which they respectively preside.
The membership register, the books of account, and the minutes of meetings of the Members and of the Board of Directors and of committees of the Board of Directors shall be made available for inspection and copying by any Member of APWE (or by his duly appointed representative) for all purposes reasonably related to such Member's interest as a Member. The place where said items shall be available for inspection shall be the office of APWE or such other place as the Board may prescribe. The Member desiring to make the inspections shall give at least forty-eight (48) hours written notice to the custodian of the records desired for inspection. The purpose of the inspection shall be set forth in the written notice. The hours and days of the week when an inspection may be made are Monday through Friday (except legal holidays) from 9:00 a.m. to 3:00 p.m. Each Member requesting copies of documents shall pay the cost of reproducing the copies upon receipt thereof. Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of APWE, and the physical properties owned or controlled by APWE. The right of Inspection by a Director includes the right to make extracts and copies of documents.
Section l. Definitions. For the purpose of this Article:
· " Agent" means any person who is or was a Director, officer, employee or other agent of APWE, or is or was serving at the request of this Association as a Director, officer, employee or agent of another foreign or domestic Association, partnership, joint venture, trust or other enterprise;
· "Proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrate or investigative; and
· "Expense" includes, without limitation, all attorney's fees, costs and any other expenses incurred in the defense of any claims or proceedings against an agent by reason of his position or relationship as agent and all attorney's fees, costs and other expenses incurred in establishing a right to indemnification under this Article.
Section 2. Successful Defense By Agent. To the extent that an agent of APWE has been successful in the merits in the defense of any proceeding referred to in this Article, or in the defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection with the claim. If an agent either settles any such claim or sustains a judgement rendered against him, then the provisions of Section 3 through 5 shall determine whether the agent is entitled to indemnification.
Section 3. Actions Brought By Persons Other Than APWE. Subject to the required findings to be made pursuant to Section 5 below, APWE shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding other than an action brought by, or on behalf of, this Association, or by an officer Director or person granted related status by the Attorney General, or by the Attorney General on the ground that the defendant Director was or is engaging in self- dealing, or by the Attorney General or a person granted related status by the Attorney General for any breach of duty relating to assets held in charitable trust, by reason of judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the proceeding. or as an agent of this Association, for all expenses, the fact that such person is
Section 4. Action Brought By Or On Behalf of APWE
· Claims Settled Out of Court. If any agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of APWE, with or without court approval, the agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or other disposition or for any expenses incurred in defending against the proceeding.
· Claims and Suits Awarded Against Agent. The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action brought by or on behalf of the Association by reason of the fact that the person is or was an agent of the Association, for all expenses actually and reasonably incurred in connection with the defense of that action, provided that both the following are met:
§ The determination of good faith conduct required by Section 5 below must be made in the manner provided for in that Section; and
§ Upon application, the court in which the action was brought must determine that, in view of all of the circumstances of the case, the agent should be entitled to indemnity for the expenses incurred. If the agent is found to be so entitle, the court shall determine the appropriate amount of expenses to be reimbursed.
Section 5. Determination of Agent's Good Faith Conduct. The indemnification granted to an agent in Sections 3 and 4 above is conditioned on the following:
· Required Standard of Conduct. The agent seeking reimbursement must be found, in the manner provided below, that he acted in good faith, in a manner he believed to be in the best interest of the Association, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances. The termination of any proceeding by judgement, order, settlement, conviction or on a plea or nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he reasonably believed to be in the best interest of the Association or that he had reasonable cause to believe that his conduct was unlawful. In the case of a criminal proceeding, the person must have had no reasonable cause to believe that this conduct was unlawful.
· Manner of Determination of Good Faith Conduct. The determination that the agent did act in a manner complying with Paragraph (a) above shall be made by:
§ The Board of Directors by a majority vote of the quorum consisting of Directors who are not parties to the proceeding;
§ The affirmative vote (or written consent in accord with ARTICLE VII, Section 9) of a majority of the Voting Members represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum); or
§ The court in which the proceeding is or was pending. Such determination may be made on application brought by the Association or the agent or the attorney or other person rendering a defense to the agent, whether or not the application by the agent, attorney or other person is opposed by the Association.
Section 6. Limitations. No Indemnification or advance shall be made under this Article, except as provided in Sections 2 or 5(b)(iii), in any circumstances when it appears:
(a) That the indemnification or advance would be inconsistent with a provision of the Articles, a resolution of the Members, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
(b) That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.
Section 7. Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by this Association before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined ultimately that the agent is entitled to be indemnified as authorized in the ARTICLE XIII.
Section 8. Contractual Rights of Non-directors and Non-officers. Nothing contained in this Article shall affect any right to indemnification to which persons other than Directors and officers of the Association, or any subsidiary hereof, may be entitled by contract or otherwise.
Section 9. Insurance. The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Association against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not THE ASSOCIATION would have the power to indemnify the agent against that liability under the provisions of this Section.
Section 10. Fiduciaries or Association Employee Benefit Plan. This ARTICLE XIII does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person may also be an agent of the Association as defined in Section 1 of this ARTICLE XIII. Nothing contained in this ARTICLE XIII shall limit any right to indemnification to which such a trustee, investment manager or other fiduciary may be entitled by contract or otherwise, which shall be enforceable to the extent permitted by applicable law.
Amendments to these by-laws may either be recommended to the membership by a
majority vote of the Board of Directors or as a petition signed by at least 10%
of the total number of Voting Members. The proposal for an amendment must then
be approved by at least 2/3 of the total number of Voting Members at which time
it shall become effective as an amendment to these by-laws.
Section 1. The Association shall have a logotype of such design as
the Board of Directors may adopt. The Board of Directors shall determine its
use and it shall not be used otherwise.
Section 2. The Association shall have a seal of such design as the Board of Directors may adopt. The Board of Directors shall determine its use and it shall not be used otherwise.
The period of duration is perpetual.
In the case of any conflict between the Articles and these By-laws, the Articles shall control.
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Advisory Committee: This committee will, at the request of the President or whenever they deem necessary, make recommendations in reference to, assist in the execution of, and function in support of the policies and activities of the Executive Board and the Association.
Conference Committee: This committee shall assist the First Vice-President in his/her duties regarding the program of the annual conference. This committee shall also, in concert with the First and Second Vice-Presidents, Site Selection Committee, hosts and all other parties involved, assist and coordinate the planning and execution of all aspects of conducting the annual conference.
Membership Committee: This committee shall assist in reviewing and processing applications for memberships, membership renewals, or changes in membership classification or status in accordance with the By-laws. This committee shall also promote memberships and perform related duties.
Legal Committee: This committee shall support the Executive Board and serve the membership by monitoring relevant legislative activities, establishing liaison with other organizations with similar interests, and recommending policies consistent with the goals and objectives of the Association. This committee shall also investigate any formal complaints of violations of the Association's Code of Ethics, initiate investigations on its own and make recommendations for appropriate action to the Executive Board.
Nominations and Elections Committee: This committee shall seek and submit to the membership candidates for elective offices and ensure the appropriate conduct of elections.
Site Selection Committee: This committee shall identify and evaluate possible sites for the Association's annual business meeting and conference and make recommendations to the Executive Board and the membership to facilitate the final selection of the site.
Honors and Awards Committee: This committee shall make recommendations to the Executive Board as needed regarding individuals or groups deserving of special recognition by the Association and the means by which that recognition should be administered. With the approval and direction of the Executive Board, this committee will perform the duties related to the conferring of such recognition.
Products and Services Committee: This committee will make recommendations concerning and, if approved by the Executive Board, procure and make available to the membership, items bearing the official logotype of the Association. This committee will also make recommendations to the Executive Board concerning services and benefits to be provided exclusively to Association members. With the approval of the Executive Board, this committee will perform duties related to providing members with such services and benefits.
Publications Committee: This committee shall oversee and support the production and distribution of printed materials defined and commissioned as official publications of the Association by the Executive Board.
Committee Requirements: The incoming President shall annually appoint the chairs of all committees subject to approval by a simple majority of the Executive Board. Committee chairs must be Professional or Active members in good standing. The President, the Executive Board, or the committee chair may appoint committee members. Any Professional, Active, or Associate member in good standing may serve on committees.
1) Material appearing in any APWE publications or computer networking list serve must be consistent with the Association's objectives and Mission Statement.
2) Space will first be allocated to APWE business and news.
3) Contributions will be accepted from anyone, but first consideration for publication will always be given to APWE members.
4) APWE will consider any submissions concerning animal or training related subjects, but priority will be given to those submissions dealing specifically with wildlife handling and education.
5) APWE publications will not knowingly print anything that is false, deceitful, malicious, or misleading.
6) APWE publications will not be used for personal attacks or vendettas against individuals, facilities, or other zoological disciplines.
7) APWE will not print any article, photo, drawing, cartoon, etc. that portrays animals, trainers, or facilities in a demeaning or degrading manner.
8) Any original writing or substantive alteration of original text by the editor must be sent to the original author as well as the President for review.
9) Selected items for publication must be approved for use by original author and related facility at the time of publication. Each item will be sent to the appropriate experts on the Editorial Advisory Board. All comments from the Advisory Board must be copied to the President as well as to the Editor.
10) The President reviews all material prior to publication and gives final approval or mandates necessary changes.
PRINCIPLE DUTIES
¨ To act as the Association's official representative or, when necessary, to designate representatives as required.
¨ To preside at all regular and special meetings of the Association and/or the Executive Board.
¨ Determine agenda and dates for meetings of the Executive Board.
¨ To provide guidance and management to the officers of the Executive Board and all committee chairs for the purpose of conducting the business of the Association.
¨ Determine and monitor a business calendar for the fiscal year.
¨ To keep other officers, committee members, and the membership abreast of developments, issues, concerns both within the Association and the professional Wildlife Education community.
¨ To create committees as required and appoint committee chairs in accordance with the By-laws.
¨ Review committee chairs and issue letters of appointment.
¨ To act as an ex officio member of all committees.
¨ To act as editor-in-charge for the Association's newsletter.
· Review contents of the newsletter with the managing editor.
· Author a commentary (President's Letter) for each issue of the newsletter.
¨ To generate and/or respond to correspondence (e.g.: thank you notes for services or hospitalities; responses to questions regarding THE ASSOCIATION, training careers, job opportunities, educational options, etc.).
PRINCIPLE DUTIES:
PRINCIPLE DUTIES:
¨ Preside over meetings in the absence of the President.
¨ Assume the position of President following the term of President-Elect.
PRINCIPLE DUTIES:
¨ Set up bank account for APWE funds by the end of the first month of the 1st year of office.
¨ Write, print and send out dues request forms at the end of each year.
¨ Collect dues, record and deposit in account.
¨ Keep accurate records of all income and expenses.
¨ Pay all bills.
¨ Develop budgets for each year, due at the annual board meeting.
¨ Complete any tax/accounting forms for tax status purposes.
¨ Prepare quarterly income statement as dictated by president's calendar.
¨ Participate on Executive Board - give input on policy decisions, responses to letters and articles and pro-active activities.
¨ Coordinates all fund raising activities including researching the legal parameters.
¨ Annually submit financial record for audit.
¨ Prepare a complete financial report at the annual board meeting.
PRINCIPLE DUTIES:
¨ Process all new member applications.
¨ Process all membership renewals.
¨ Distribute membership materials to new members, renewed members, organizational members, and complimentary members.
¨ Answer career letters and all membership queries, including those sent to other officers.
¨ Determine and assign status of all new and existing members.
¨ Maintain a computer database of all members, meeting minutes, office finances, form letters, etc.
¨ Record and report minutes of Executive Board and Business meetings.
¨ Provide membership updates to all Executive Board and Committee Chairs, including listing of new members and address changes.
¨ Update Treasurer's members card file monthly.
¨ Provide mailing labels -for all APWE mailings.
¨ Keep all membership materials in stock, including fan-fold letterhead, fan-fold membership cards, envelopes, decals, brochures, and constitutions.
¨ Update letters sent in membership packets and career information packets annually.
¨ Provide a new member report to Treasurer quarterly along with any money received to date.
¨ Maintain paper files, including all new member applications.
¨ Provide a quarterly membership listing for the Executive Board and Committee Chairs.
¨ Provide an annual membership directory to the membership. &n