Section 3. Communication. Electronic mail shall be considered the preferred venue of correspondence and voting procedures of The Eclectus Group and its Board of Directors.
Section 1. Qualification.
A. Such vote for removal shall also contain a statement of a period of time, if any, before which such member shall not be entitled to again become a member.
B. Any member so removed and not subject to specific time period before which membership may be sought shall be allowed to be a member again only upon unanimous vote of the Board of Directors.
ARTICLE III Board of Directors
Section 1. The Board of Directors, constituted as hereinafter provided, shall, be the sole governing body of The Eclectus Group. All Board members must individually be members in good standing of TEG. The Board of Directors shall consist of five members, who are expected to participate in the responsibilities of the Board.
Section 2. Tenure. Each board member shall hold office until he dies, resigns, or is removed for cause.
Section 3. Powers. The Board of Directors shall have and exercise full control and active management of The Eclectus Group organization. Board members shall perform the duties prescribed by these Bylaws and by the parliamentary authority adopted by TEG.
A. The Board shall control and manage the affairs of the Organization, engage assistants, suspend or expel members. They shall do everything necessary and desirable to the conduct of the business of TEG in the best interest if its members and in accordance with these Bylaws.
B. The Board of Directors shall have full control over all funds bequeathed, contributed, entrusted to, or earned by TEG. After proper investigation, the Board may direct, by majority vote, the expenditure, retention, or investment of such funds, subject to the limitations imposed by these Bylaws including the establishment of such endowment or trust funds for such TEG associated purposes and on such terms and conditions as the Board in its sole discretion may deem appropriate. The Board shall have charge of and direct the use of the property of TEG and account for it at all times.
Section 4. Resignation and Removal. A Member of the Board may resign by delivering his written resignation to the Board. Such resignation shall be effective upon receipt (unless specified to be effective at some later time not more than three months hence) and acceptance thereof shall not be necessary to make it effective unless it so states.
Any Member of the Eclectus Group Board may be removed for cause by affirmative vote of two-thirds of the then-serving Board members only after he has been given reasonable notice and had a reasonable opportunity to be heard
Dismissal of a board member can occur for any of the following reasons:
A. Convicted criminal activity or convicted animal abuse.
B. Unauthorized use of The Eclectus Group name to pursue a personal goal if that goal reflects negatively on the image of TEG.
C. Unprofessional or unethical personal conduct that reflects negatively on TEG image, as decided and agreed upon after discussion by all board members.
D. Unethical business practices involving eclectus parrots that would reflect poorly on the mission and image of TEG as decided and agreed upon after discussion by all board members.
E. Interpersonal relationships with individuals whose behavior and activities can reflect negatively on TEG whereby the relationship suggests connection to or sanction by TEG for the behavior or activity.
F. Irresolvable conflict of interest, which interferes with the smooth functioning of the board and creates havoc amongst board members.
G. Failure, without reasonable cause, to perform board duties of participation and communication.
Section 5. Vacancies. Where there shall be a vacancy, such vacancy shall be filled by agreement of and appointment by unanimous vote of the Board.
Section 6. Board Positions. The positions will include: meeting chairperson, second meeting chairperson, meeting secretary, treasurer, membership chairperson, and discussion list owner. The positions of: website developer, newsletter editor, delegate to affiliated organizations and other responsibilities deemed necessary by the board, may be filled by board members or any member in good standing if so appointed by 2/3 majority of the board.
Section 7. Position Duties.
A. Meeting Chairperson shall:
1. Preside at all board meetings of TEG
2. Actively participate in the meetings.
3. Conduct the meetings according to parliamentary procedure.
4. Maintain order and respect for the board and all TEC members.
5. Capture each issue, with the aid of the meeting secretary.
6. Ensure that each issue is completed to resolution.
7. Deliver reprimands and reminders when appropriate.
8. Vote on issues that require a vote.
B. Second meeting chairperson shall:
1. Perform the duties and functions of the first meeting chairperson during the absence or incapacity of or at the request of the first meeting chairperson
2. In the event of a permanent termination of the first meeting chairperson, from any cause, become automatically designated as first meeting chairperson until the board has determined a first chair.
C. Meeting secretary shall:
1. Assist the meeting chairperson in capturing all issues that require board resolution and action.
2. Keep available a copy of Robert's Rules of Order, Newly Revised, to all meetings, and shall make the board aware of them should there be a point of order.
D. Treasurer shall:
1. Deposit all moneys received, in the name of TEG, in a Bank approved by the board.
2. Keep an accurate record of all moneys received and expended.
3. Make all disbursements authorized and approved by TEG.d. Not pay out moneys in excess of fifty ($50.00) without majority approval of the board.
4. Submit a yearly summary statement.
5. Remind members of annual dues.
E. List owner shall:
1. Maintain order on the discussion list.
2. Approve, ban, and reprimand members with the approval of TEG board.
3. Edit welcome messages, and perform all other required responsibilities for maintaining a discussion list.
F. Editor / Web designer shall:
1. Each respectively be responsible for the layout, collating, printing and distribution of the Newsletter or web page update.
2. Each respectively see that all materials included in the Newsletter/web page are in compliance with Article II of these Bylaws.
3. Each as Editor or Web developer have license over any and all material contributed for publication of the Newsletter or web page.
G. Membership chair shall:
Keep a list of the names and addresses of all members, and such list shall be conclusive, subject to correction for verifiable error only, as to whether a person is or is not a member. Such list shall be used for TEG purposes only and shall not be given to any commercial organization for the solicitation of TEG Members for other than TEG's purposes, or be used by any person having access thereto for personal purposes.
Section 8. Inactive Board Members. Are charter members of the board, originally appointed by the founder, who have been unable to actively participate in board duties. These members have given no reason based on ethics or other concerns for dismissal. Therefore, they are placed on deactivated status by 2/3-majority vote, which will free their active position for an individual who is able to function as a board member.
Article IV Committees
The Board as necessary shall appoint special committees, to carry out the needs of the Organization. Appointees must be members in good standing of The Eclectus Group. Chairpersons of these committees can choose their own committee members, who must be members in good standing of The Eclectus Group.
Article V Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern the Organization in all cases to which they are applicable, and in which they are not inconsistent with these Bylaws and any special rules of order the Organization may adopt.
Article VI Motion / Voting Procedure
A. Timeline for response to motions: three days, or 72 hours.
B. Number of board members required to vote on a motion before the Group has officially addressed it: four members.
C. Use of a veto vote by any member of the board to indicate strong disapproval of the motion (rather than a simple 'no' vote by a member).
D. An abstaining vote and a non-vote after 72 hours shall be noted. They shall count as "yes" votes. The record will show thusly: In favor: 1, opposed: 2, with one abstention and 2 non-votes. Motion carried.
E. All members, including the meeting chairperson are expected to participate and vote.
Article VII Amending Bylaws
The board according to parliamentary procedure may amend these Bylaws.
Article VIII Use of Organization Name and Logo
Section 1. Authority. The Group shall not be responsible for the unauthorized use of its name, logo, or unauthorized statements or actions made on its behalf.
Section 2. Use. The Eclectus Group name shall not be used in connection with any purposes except those expressly stated in these Bylaws or by unanimous vote of the Board of Directors.
ARTICLE IX Determination
Wherever there shall be legitimate controversy as to the interpretation of any part or parts of these Bylaws, then the decision of the Board as to the proper legal interpretation of such part or parts in controversy shall be conclusive, final and binding.
ARTICLE X Projects
The Board may, from time to time, establish projects in furtherance of its purposes. Such projects shall, if necessary be funded and carried out in the manner determined by the Board.
ARTICLE XI Miscellaneous
Section 1. Gender. All pronouns herein contained of the masculine, feminine or non-descriptive gender shall, as and when appropriate, mean either masculine or feminine and shall be non-discriminatory.
Section 2. Captions. All captions contained in these Bylaws shall be for convenience only and shall not be determinative of the nature of effect of any of the provisions herein.
CODE of ETHICS
Policy & Procedure
I. Unethical Activities
A member shall not be involved in the smuggling of birds or the purchase of birds known by the buyer to be smuggled.
A member shall not knowingly engage in activities contrary to state, federal, or international laws relating to aviculture, such as interstate shipment of endangered birds without permits.
A member shall not be involved in bird theft, or the purchase of birds known by the buyer to be stolen.
A member shall not engage in fraudulent business practices such as accepting money for birds and failing to deliver, knowingly selling diseased or deficient birds or advertising birds not yet in the seller’s possession unless so represented.
A member shall not be involved, actively or passively, in the inhumane treatment of birds.
A member shall not engage in activities or conduct adversely affecting or contrary to the concepts and ideal of The Eclectus Group
II. Policies Regarding Ethics Complaints
A. The Board shall investigate at its discretion, all forwarded complaints accompanied by documented proof, regarding unethical activity.
B. All complaints shall be in writing, rather than electronic mail, and shall be signed by the party/parties offering the complaint.
C. The Committee shall write an opinion letter to the complainant after the investigation. If unethical conduct is revealed by the investigation, the Committee shall contact the individual firm suspected of the unethical conduct in writing to request an explanation of such behavior.
D. At its discretion, the Board of Directors may expel from membership or advertising any member or applicant convicted of violation of any state or federal law concerning the importation, interstate shipment, possession or inhumane treatment of any avian species.