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Amendment to the By-Laws

Voting Period: May 19-June 18, 2023

You are qualified to vote if you are a local supporting member of Houston Audubon.

Proposed By-Laws Amendment and Rationale - May 2023

Below are proposed changes to the by-laws and the rationale for those changes.  

1. Preamble. Add the following sentence to reflect Houston Audubon’s status as an accredited land trust.  “In 2017 Houston Audubon Society became an accredited Land Trust in support of its land conservation mission.”

Rationale:  Land conservation is a significant part of Houston Audubon’s mission and work. Being an accredited land trust shows that Houston Audubon meets the highest national standards for land conservation. Given accreditation standards cover every aspect of an organization’s operations, including fiscal accountability, organizational governance and leadership, sound transactions, and lasting stewardship. Since meeting these standard guide policies and practices that govern the organization, it was added to the preamble.  

2. General. Multiple Sections. Change title of the Board’s presiding officer from Board President to Board Chairperson throughout the bylaws.

Rationale: Change the presiding officer’s title to Board Chairperson aligns with current industry standard and practice. It also helps clarify the distinction between the presiding officer of the board, which is a volunteer position, and the chief executive officer of the organization, which is a paid position managing staff.  The function of the Board presiding officer remains the same - only the title changes.

3. Article II, Section 4.6. Add language that more explicitly provides for electronic voting.

Rationale: Electronic voting provides more time and greater flexibility for members to vote.  This also aligns with current industry practice. 

4. Article III, Section 4. Add language to provide the option for board meetings to be convened electronically using conferencing software.

Rationale: Virtual meetings have become a standard business practice in today’s work culture.  The technology is available to provide for effective, inclusive meetings through electronic software and having the option to convene virtual meetings provides the flexibility needed in a dynamic and growing society. It provides a platform for greater board member participation. 

5. Article II, Section 3; Article IV, Section 6; and Article X, Section 1. Add language to provide the option of sharing information with members electronically and on the Houston Audubon website.  

Rationale: Sharing information electronically provides for cost savings and reduces generation of paper waste. 

6. Article IV, Section 2. Remove language requiring the Board’s presiding officer attend all committee meetings and add language requiring all committees regularly update the Board of Directors.  

Rationale:  Attendance at all committee meetings may not always be feasible for the Board’s presiding officer to achieve given the growth of the organization and the number of meetings potentially convened so this requirement was removed. However, to ensure the Board’s presiding officer and other board members are informed of committees’ activities and have the opportunity to engage and ask questions about such activities, language was added to ensure committees provide regular updates to the Board.

7. Article IV, Section 1.4. Remove from board composition the Galveston County Group Representative and replace with “Consideration should be given to include representatives from counties where Houston Audubon manages sanctuaries.” 

Rationale: This change provides the option to recruit board representation beyond the Galveston County Group and extend into other counties where Houston Audubon manages sanctuaries. 

8. Article IV, Section 7. Replace “Development Director” with the phrase “lead staff person responsible for fundraising”  

Rationale: This change provides flexibility. The Board will work in conjunction with the staff position leading fundraising, which may be a Development Director, or similar position in function but different title.  The change provides room for the Bylaws to remain relevant should a position title change.

9. Article VIII. Discontinuance. Add, “qualified as a charitable organization under Section 501 (c) (3) of the Internal Revenue Code and, “to the following sentence and depicted by the underline.  Provided, however, that no part of the property or assets of this chapter shall ever inure to the benefit of any director, officer, employee, or member thereof or to the benefit of any private individual; and provided further that none of the property or assets of this chapter shall ever be donated to any organizations other than one that is qualified as a charitable organization under Section 501 (c) (3) of the Internal Revenue Code and organized and operated exclusively for charitable and conservation purposes.

Rationale: Language was added to reflect a change made in the Articles of Incorporation on May 8, 1996, called Articles of Amendment. 

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