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MoBCI By Laws

Missouri Bird Conservation Initiative

~Charter~

I. Background. The Missouri Bird Conservation Initiative (MoBCI) is a partnership of organizations that “get excited about birds,” care about bird conservation, and/or have formal legal responsibilities for bird conservation. It is an organization of organizations, a diverse partnership dedicated to the conservation of wild birds and their habitats. The MoBCI was formally established August 16, 2003 following the written commitment of 28 organizations to unite in the pursuit of integrated all bird conservation. A series of communication and consensus building meetings preceded the MoBCI’s official formation.

II. Purpose. The MoBCI has as its primary purpose to work together to conserve, restore, and protect bird populations. MoBCI members realize that our respective organizational interests in birds are varied, but also that these diverse interests, if unified, represent a powerful force of action and voice on behalf of birds and their habitats. Further, member organizations recognize that much more can be accomplished if we jointly engage in what are truly common goals. Moreover, communication and cooperation promote an understanding of our respective individual and organizational interests in birds. Accompanying that understanding is appreciation for the motivations of others. The MoBCI is Missouri’s “step down” of the hemispheric and international integrated bird conservation partnership—the North American Bird Conservation Initiative (NABCI). The NABCI vision is one where “Populations and habitats of North America's birds are protected, restored, and enhanced through coordinated efforts at international, national, regional, state, and local levels, guided by sound science and effective management.” Like the NABCI, the Missouri Bird Conservation Initiative is about conserving birds across geopolitical boundaries, across taxonomic groups, and across landscapes. Also, like NABCI, the MoBCI is a partnership based affiliation; however, it is designed for delivery of conservation at the state and local levels.

III. Guiding Principles. The following principles guide MoBCI operations:
· Bird conservation depends upon the coordination of diverse skills and resources of landowners, government agencies, businesses, private and public institutions, and all citizens who care for birds.
· Bird conservation demands that attention be focused on the full array of wild bird species.
· Bird conservation is based on the best available science.
· Voluntary partnerships are essential for the effective delivery of integrated bird conservation.
· Knowledge is shared widely to encourage voluntary stewardship and further bird-based recreation.

IV. Charter Organizations. Charter organizations of the MoBCI include:
· Academy of Science of St. Louis
· Audubon Missouri
· Audubon Society of Missouri
· Chariton Valley Audubon Society
· Columbia Audubon Society
· Conservation Federation of Missouri
· Ducks Unlimited
· Grand River Audubon Society
· Greater Ozarks Audubon Society
· Midland Empire Audubon Society
· Missouri Department of Conservation
· Missouri Department of Natural Resources, Division of State Parks
· Missouri Department of Transportation
· Missouri Falconers Association
· Missouri Prairie Foundation
· National Wild Turkey Federation
· Ozark Center for Wildlife Research
· Ozark National Scenic Riverways
· Ozark Regional Land Trust
· Pheasants Forever
· Quail Unlimited
· Ruffed Grouse Society
· St. Louis Audubon Society
· The Nature Conservancy
· The Sierra Club, Ozark Chapter
· University of Missouri, Dept. of Fisheries and Wildlife
· US Fish and Wildlife Service
· USDA Forest Service, Mark Twain National Forest
· Webster Groves Nature Study Society
· Wild Birds for the 21st century

Missouri Bird Conservation Initiative

~BY-LAWS~

I. Membership and Organization
A. Organizational membership in the Missouri Bird Conservation Initiative (MoBCI) is entirely voluntary and open to any organization or public agency in accord with the purpose and principles of the MoBCI as set forth in its Charter.

B. Affiliation with the Initiative is possible by completing a commitment statement available from members, various websites, or by writing/calling MoBCI.

II. General Assembly Composition, Roles, Expectations
A. There shall be at least one general meeting of the members of MoBCI annually, to be called the General Assembly.

B. The meeting will be held in conjunction with an annual Missouri Bird Conservation Conference to be organized and sponsored by the MoBCI.

C. Each member organization shall have one (1) vote on items before the General Assembly. Proxy voting will not be authorized.

D. Said meeting will be called by the Chair of the MoBCI Steering Committee at such time and place as designated by the Steering Committee. Written notice of annual General Assembly shall be mailed or otherwise provided to each member at least three (3) weeks prior to such meetings.

E. Excepting such matters as may require immediate or urgent attention, all business matters requiring action by the membership shall be reserved to the maximum extent practicable for consideration at General Assembly.

F. The General Assembly may set annual dues with the membership year to run on a calendar year. Annual dues shall be payable to the MoBCI Foundation at the time of application for membership in the MoBCI, and shall be a condition of continuing membership.

G. Membership in MoBCI shall be forfeited for non-payment of any required dues for the membership year. A notice of delinquency shall be sent within one hundred twenty (120) days after the start of the membership year. If required dues are not paid within one hundred fifty (150) days after the start of the membership year, the member shall be removed from the membership list. Any membership which has been forfeited for nonpayment of dues shall be automatically reinstated upon remittance of dues payable for the current year, said reinstatement being retroactive to the first day of the membership year.

H. Membership is for organizations, although other membership classes may be established or maintained as prescribed by the General Assembly.

III. Steering Committee
A. The day-to-day efforts of the MoBCI are guided by a Steering Committee as authorized by member organizations on August 16, 2003. Steering Committee responsibilities will include, but are not limited to: setting the general direction and emphasis of the MoBCI; creating and providing direction and input to any and all subcommittees, working groups, task forces, etc., working on behalf of the MoBCI; supporting partnerships and initiatives; and participating in information campaigns on behalf of the conservation of Missouri’s bird resources. The Steering Committee shall be responsible for the management of the affairs of the MoBCI between meetings of the General Assembly. The Steering Committee shall be authorized to perform or engage in the following business and/or matters: (a) any action expressly authorized or reserved to the Steering Committee under these bylaws, (b) any action expressly authorized by previous resolution or action of the General Assembly, and (c) business or matters of an extraordinary nature or significance, or of such urgency as to require immediate action, and for which it is not reasonably practicable to defer action until the next regular meeting of the General Assembly.

B. The Steering Committee will meet as needed but not fewer than two times per year.
Members are expected to attend at their own expense.

C. The Steering Committee shall meet at any time at the call of the Chair or the request of any three (3) members of the Committee. Business may be conducted in person, by mail, by e-mail, by fax, by conference call, or by telephone poll. Business conducted by the Steering Committee in manners other than in person will carry the same authority as business conducted in person with action results reported/confirmed in minutes of the next scheduled Steering Committee meeting.

D. A quorum of at least 50% of the Steering Committee membership shall be required to conduct business.

E. The Steering Committee shall have up to eighteen (18) representatives of member organizations who shall work on behalf of the MoBCI as a whole. The Steering Committee will serve as a nominating committee and will submit a slate of candidates to the membership at the General Assembly. The members of the Steering Committee shall be elected at the annual General Assembly, with each member organization in attendance having one vote. At the General Assembly meeting in 2004, up to nine (9) members shall be elected for a one-year term and up to nine (9) members shall be elected for a two-year term. Thereafter, up to nine (9) members shall be elected for two year terms each year. Steering Committee members can stand for re-election.

F. If there are fewer than eighteen (18) members of the Steering Committee, additional members may be added at the discretion of and with the formal approval of the MoBCI Steering Committee, subject to approval at the next meeting of the General Assembly.
G. No member organization shall have more than one representative on the Steering Committee; however, representatives of member organizations shall not be limited in number insofar as their respective organizational participation on standing and ad hoc committees established by the MoBCI Steering Committee for the purpose of furthering bird conservation efforts.

H. Steering Committee members are expected to participate in the leadership activities of the MoBCI. A Steering Committee member will be considered to be “inactive” if four consecutive Steering Committee meetings are missed, and if the Steering Committee member does not participate in Steering Committee business for a period of one year. To ensure continuity of the MoBCI operations, the naming of proxy members of the Steering Committee will not be permitted unless the named person is a permanent replacement for an established member.

I. The Steering Committee will consider removing an organization’s seat on the Committee if that organization’s representative has been declared “inactive.”

J. The Steering Committee shall elect a Chair and Secretary who will serve one year terms. The Chair may serve no more than three successive one year terms.

K. The Chair shall be responsible for the overall leadership of the MoBCI and shall work with the Steering Committee to schedule Committee meetings, establish agendas, make assignments to subcommittees and task groups, monitor progress, report to member organizations, and complete other needed leadership roles on behalf of the MoBCI.

L. The Secretary shall be responsible for the recording and maintaining Steering Committee meeting minutes and an historical record of MoBCI activities. Meeting summaries will be shared with Steering Committee members as drafts prior to their finalization and inclusion in the historical record of the MoBCI. Minutes of the immediate prior meeting will be formally approved by Steering Committee at their next scheduled meeting.

M. The initial General Assembly of the MoBCI meeting on August 16, 2003 delegated the authority for establishment of the MoBCI’s first Steering Committee to an Interim Planning Committee with their actions to be guided by these bylaws.

N. The proceedings of the MoBCI shall be conducted in accordance with Robert’s Rules of Order, unless unanimity prevails for policy and programmatic decisions.

IV. MoBCI Foundation.
A. Financial management of MoBCI will be accomplished through the MoBCI Foundation,
a not-for-profit 501((c) 3) corporation, formed specifically for MoBCI contracting and
funds administration. The Foundation’s sole purpose is to work in support of MoBCI at
the direction of the MoBCI Steering Committee.

B. The MoBCI Foundation will be led by MoBCI’s non-governmental members who will
serve as a Board of Directors for the MoBCI Foundation. Governmental members of the
MoBCI Steering Committee are ineligible to serve on the MoBCI Foundation Board of Directors.

C. Officers of the MoBCI Foundation will include a President, Vice President, Secretary-
Treasurer and Board Members in numbers designated by the MoBCI Steering Committee. MoBCI Foundation Officers and Board Members will serve 2 year terms and may be
reappointed by the MoBCI Steering Committee.

V. Audit. The MoBCI Steering Committee Chair shall, each year, appoint an independent auditor to examine the books of the MoBCI Foundation, and report to the General Assembly meeting as to the correctness of the accounts rendered, unless the Steering Committee shall, at its discretion, waive the annual audit.

VI. Amendments. These Bylaws may be amended, altered or repealed at any meeting of the General Assembly by a two-thirds (2/3) vote of members present and voting, provided that written notice of the meeting and the substance of the action proposed shall be mailed or otherwise provided to each member at least three (3) weeks prior to such meeting.

VII. Dissolution of MoBCI. The MoBCI may be dissolved by majority action of either the General Assembly or the Steering Committee. In the event of dissolution, the Steering Committee, or, if necessary, the Treasurer shall, after the payment of all MoBCI debts, transfer any residual funds to a suitable bird conservation project in Missouri. Any decision on the donation of residual funds shall be made by the Steering Committee, unless that Committee is no longer functioning, in which case, the decision shall be made by the Treasurer.