BYLAWS

ARTICLE I - NAME
The name of this organization shall be the Brevard Nature Alliance, Incorporated (BNA).

ARTICLE II - PURPOSE
Section 1: Vision
The vision of the BNA is that nature and environmental systems are an important part of everyone's life in Brevard County and that the BNA is one of the primary advocates of community-based nature and natural resource activities in Brevard County.

Section 2: Purpose
The purpose of the Brevard Nature Alliance, Inc. (hereinafter "BNA"), is to serve as a catalyst for community environmental development and appreciation of natural systems. BNA will sponsor and support educational programs community activities, research projects and field programs that raise awareness of and enhance the natural environment.

ARTICLE III - MEMBERSHIP
Section 1: Member Organizations
Any organization (scientific, civic, business, governmental, not-for-profit, etc.) may become a member of the BNA by payment of annual dues as established by the Board of Directors.

Section 2: Individual Members
Any individual who is interested in nature and the environment or who is interested in supporting the BNA may become a member by payment of annual dues as established by the Board of Directors.

Section 3: Rights
Every member shall have the right to participate in the activities of the BNA except that any organization, which does not have a tax-exempt status, shall be required to reimburse the BNA for any service rendered for that organization.

ARTICLE IV - MEETINGS
Section 1: Annual Meeting
The BNA annual business meeting shall be held in the last quarter of each calendar year to elect the Board of Directors and to transact other business as may be necessary. Not less than fourteen 14 days notice shall be given for the Annual Meeting. The Chairperson shall provide an Annual Report of the BNA, outlining the goals, activities, and accomplishments of the BNA during the preceding 12-month period. Only those members present at the annual meeting may cast a vote.

  1. Individual members are entitled to one vote each.
  2. Organization members are entitled to one vote to be cast by their appointed representative.
  3. Those members present at the annual meeting of the BNA shall constitute a quorum.
  4. Business at the annual meeting shall be transacted by a majority vote.

Section 2: Directors' Meetings
The Board of Directors shall meet as often as deemed necessary to transact business of the organization.. Meetings of the Board may be held at the call of the Chairperson or by written request of three of the members of the Board of Directors.

Section 3: Notice
Not less than five- (5) days' notice shall be given for all Directors meetings. Written notice shall be transmitted to each member of the BNA at his/her usual place of business or residence via traditional or electronic mail.

Section 4: Quorum
One-third (1/3) of the members of the Board of Directors shall constitute a quorum at a Board of Directors meeting other than at the annual meeting. A quorum is required to conduct any official business other than at the annual meeting. Ex-officio Board members shall not be counted in determining whether a quorum is present at a meeting.

ARTICLE V - BOARD OF DIRECTORS
Section 1:
The number of Directors shall be a minimum of twelve (12) and a maximum of twenty (20). Directors shall be elected at the annual meeting of the BNA by its members and shall be required to become members of the BNA.

In agreeing to serve as a member of the BNA Board of Directors each person accepts his/her obligations as follows:

  1. Directors are expected to be active advocates and current members of the BNA.
  2. Directors are expected to assist in soliciting new money each fiscal year through corporate contacts, individual memberships or other creative ways.
  3. Directors are expected to attend the programs and special events of the organization.
  4. Directors are expected to prepare themselves for meetings, committee and special event activities.
  5. Directors are expected to serve actively on at least one Board committee.
  6. Directors are expected to directly or indirectly solicit for BNA in-kind contributions of goods and/or services to support BNA activities and operations.

Section 2:
All directors shall be elected to serve for a term of three (3) years and shall serve until their successors have been elected at the annual meeting. The Chairperson shall have the power to fill any vacancy arising within the Board during the calendar year. The appointee shall serve only the remainder of that unexpired term. At the discretion of the Governance Committee, a director who is appointed to fill an unexpired term may stand for election to the Board at the completion of that period.

  1. The retiring corporate officers shall retain office until the first Board meeting following the annual meeting, at which time the new officers shall be installed.
  2. No director shall serve more than four (4) consecutive terms, except for the Chairperson of the Board whose term may be extended by one term at the recommendation of the Governance Committee.
  3. Any Board member may resign by giving written notice of his/her resignation to the Chairperson or Secretary of the BNA. Such resignation shall take effect at the time specified in such notice and the acceptance of such resignation shall not be necessary to make it effective.
  4. Members of the same family cannot serve on the Board of Directors simultaneously.

Section 3:
Any Board member absent from more than three (3) successive regular meetings without justifying absences to the satisfaction of the Board shall be considered as having resigned his/her membership from the Board. The Secretary will forward a letter to the member in question with notification of his/her removal from the Board.

Section 4:
Contracts which exceed $5,000 or have a duration of more than one (1) year must be approved by the Board of Directors. Contracts of a lesser amount or shorter duration may be entered into following approval by the Board Chairperson. Contracts which are less than $1,000 or have a duration of less than one (1) year can be conducted by the Executive Director of the BNA.

Section 5:
The Board of Directors may designate ex-officio Board members who will serve as non-voting members of the Board.

ARTICLE VI - OFFICERS
Section 1:
The Board of Directors shall elect Officers by two-thirds (2/3) vote at the Board meeting immediately following the Annual Meeting. The Officers of the BNA shall hold office for a period of one (1) year and shall consist of the following: Chairperson; three Vice Chairs; Treasurer; and Secretary. These officers, with the addition of the immediate Past Chairperson, shall function as the Executive Officers of the Board of Directors.

Section 2:
The duties of the Executive Officers shall be as implied by their respective titles and as specified by these Bylaws. They shall make all rules and regulations, which they may deem necessary or proper for the government of the BNA and for the due and orderly conduct of its affairs and the management of its property consistent with the Charter and/or Bylaws. In accordance with provisions of Article XIV, they may retain an Executive Director under their direct purview to execute the day-to-day operation of the corporation.

Section 3: Chairperson
The Chairperson shall preside at all meetings of the BNA and Executive Officers. The Chairperson shall appoint all committee chairpersons and be an ex-officio member of all committees. The Chairperson shall be responsible for advising the Board of Directors of all actions taken by the Executive Officers. The Chairperson shall provide management and oversight of the duties of the Executive Director. No person shall be elected to the Chairperson position unless he or she has served at least one (1) year on the Board immediately preceding the time of his/her nomination to office.

Section 4: Vice Chairpersons
A Vice Chairperson shall be designated by the Chairperson of the BNA to assume the chairmanship of all Board meetings and functions in the absence of the Chairperson. The Vice Chair delegated to assume the duties of the Chair should be selected based upon his/her availability during the absence of the Chair. The Vice Chairpersons shall be responsible for overseeing and providing direction for committees and activities of the BNA as the Chairperson shall direct, and shall be members of all committees relating to these activities.

Section 5: Secretary
The Secretary shall review the records of all meetings of the membership, the Board of Directors, committees, and the Executive Officers, and shall maintain accurate records of these meetings; keeping an accurate list of the membership; maintaining all files; and performing such additional duties as may pertain to the official records and files that the Board may assign. The Secretary shall provide an Annual Corporate Report and submit it, along with applicable fees, to the State of Florida on a timely basis.

Section 6: Treasurer
The Treasurer shall review all monies received and disbursed by the BNA and shall see that a suitable set of books is maintained by which an accurate record of all accounts, both operating and capital, is set up and by which provision is made for adequate reserves. The Treasurer shall be responsible for presenting an annual proposed balanced budget for the BNA and Festival for Board review and approval prior to the end of the fiscal year. The Treasurer shall submit an itemized statement of the BNA's receipts and disbursements reporting upon the financial condition of the BNA to the Board of Directors at least quarterly and at the Annual meeting. The Treasurer shall submit financial records, together with all receipts and vouchers, and the annual financial report to an auditor who may be engaged by the Board not later than three (3) months after the end of the fiscal year.

Section 7:
The Chairman and, when retained, the Executive Director, shall each report to the Board at the annual meeting.

Section 8:
All officers, upon retiring from office, shall deliver to their qualified successors all monies, accounts, record books, papers and other property belonging to the BNA and entrusted to them.

Section 9:
The Executive Officers of the Board of Directors shall have power to transact the general business of the BNA except where specified.

ARTICLE VII - COMMITTEES
Section 1: Committee Chairs
All committee chairpersons shall be appointed by the Chairperson. At least one member of each committee shall be a member of the Board of Directors. Each committee shall have power to the extent delegated to it by the Board of Directors and in accordance with the laws of the State of Florida. Each committee shall keep minutes of proceedings and report progress and status to the Board of Directors. Such minutes shall be archived with the Board meeting papers as directed by the Secretary.

Section 2: Ad-Hoc Committees
The Chairperson of the BNA may establish ad-hoc committees subject to the approval of the Board of Directors. Ad-hoc committees shall be specific in nature and shall terminate at the completion of their assigned task.

Section 3: Standing Committees
Standing Committees will include: Executive Officers, Birding and Wildlife Festival, Finance and Governance. Each Committee shall determine and schedule the number of regular meetings it will hold each year. Those committee members in attendance shall constitute a quorum for the meeting and the vote of those present shall constitute an action of the committee. Each Standing Committee shall develop an action plan to be submitted for approval by the Board and shall regularly report progress to the Board. Committee responsibilities shall include, but not be limited to:

  1. Executive Committee: Shall include in its membership the officers of the BNA and such other Board members as may be designated by vote of the Board of Directors. Shall during intervals between meetings of the Board, exercise all the powers of the Board in the management of the business and affairs of the BNA. All actions by the Executive Committee shall be reported to the Board at its next meeting and shall be subject to approval by the Board. The Chairperson of the BNA or his/her designee shall serve as Chairperson.
  2. Birding and Wildlife Festival: Shall review Festival Performance on annual basis and will make recommendations to the Board and Executive Director on improvements for future festivals.
  3. Finance Committee: Shall monitor financial operations and advise the Board of Directors on all financial matters.
  4. Audit Committee: Shall randomly review monthly financial records, payments and receipts and submit a report to the Board not later that three (3) months after the end of the fiscal year.
  5. Governance:
    1. Shall be composed of not less than three (3) nor more than five (5) members.
    2. Shall propose a slate of nominees for those Board positions, which expire at the end of the fiscal year.
    3. Shall propose a slate of nominees for corporate officers.
    4. Shall oversee mailing of the slate of nominees to all members of the BNA not less than five (5) working days prior to the annual meeting.
    5. Shall track the performance of standing board members.

ARTICLE VIII - BUDGET
The preliminary budget shall be approved at the meeting of the Board of Directors prior to the Annual Meeting. A final budget will be approved at the Annual Meeting of the BNA. No unbudgeted funds shall be expended without Board approval. Committee chairpersons may not authorize expenditures to exceed the amount budgeted for that committee's operation.

ARTICLE IX - COMPENSATION
No officer or director of the BNA shall receive any compensation.

ARTICLE X - FISCAL YEAR
The fiscal year shall be July 01 through June 30.

ARTICLE XI - PARLIAMENTARY PROCEDURE
"Roberts Rules of Order, Newly Revised" shall govern in all cases to which they are applicable.

ARTICLE XII - AMENDMENTS
Bylaws, or Amendments to the Bylaws, shall be considered adopted if a majority of the Board present at any meeting at which a quorum is present shall vote in favor of the adoption of such an amendment; provided the proposed change of the Bylaws be moved, seconded, and discussed at the meeting prior to the meeting at which the amendment shall be voted upon. A list of Bylaws amendment dates shall be recorded, dated, and attached to the official copy of the Bylaws as attachment "A".

ARTICLE XIII - CORPORATION PROPERTY
(REAL AND PERSONAL)
Conveyance of BNA real and personal property, other than that in the usual course of operation, shall be permitted only after the authorization by a majority of the Board of Directors.

ARTICLE XIV - EMPLOYEES
Section 1:
An Executive Director may be retained under contract by the BNA to manage the programs, employees, projects and policy as established by the Board of Directors. The Executive Director may be a member of the BNA, with remuneration for his/her services to be determined within the contract provided by the Board of Directors. The Executive Director may not vote.

Section 2:
The Board of Directors shall, through the Chairperson, provide the Executive Director policy direction and resources. The Executive Director shall report directly to the Chairperson of the BNA or his/her designee on the Executive Committee. The Executive Director shall provide information to the Board of Directors on the performance of the organization and progress toward established goals.

Section 3:
The Executive Director shall be responsible for hiring, directing, assessing the performance of, and termination of individual staff members and staff contracts; and shall provide an annual assessment of staff to the Chairperson of the BNA.

Section 4:
The Chairperson of the BNA shall be responsible for providing an annual evaluation of the Executive Director to the Executive Committee.

ARTICLE XV - BNA CODE OF BUSINESS CONDUCT
The BNA Code of Business Conduct applies to all directors, officers, employees and agents of the BNA, Inc. Its purpose is to affirm the Corporation's strong dedication to the highest standards of business conduct. In addition, this Code of Business Conduct applies to any actions or business decisions taken on behalf of the Corporation by appointed committee members, grants panelists, and independent specialists.

The Code will govern, without exception, the business activities and actions of the Board of Directors, Officers, Employees, and Agents of the BNA. Should it be necessary, the Board will appoint an ad hoc Audit Committee with responsibility for the oversight of ethical business conduct.

"BNA Code of Conduct"

"Unethical actions, or the appearance of unethical actions, are unacceptable under any conditions. The BNA's policies and its reputation depend to a very large extent on compliance with applicable laws in all business transactions, and personal ethics that govern behavior where no existing regulation provides a guideline. It is each person's responsibility to apply common sense in business decisions where specific rules do not provide all the answers.

In recommending or proposing a particular business transaction or course of action for approval, those involved must disclose all the pertinent information they know about such transactions and persons involved. This disclosure should include significant information that they may have reason to believe has been omitted by others."

Failure to comply with the standards contained in the Code will result in disciplinary action that may include dismissal from the Board, termination of employment, referral for criminal prosecution, and reimbursement to the BNA or proper agency for any losses or damages resulting from the violation. In compliance with IRS specific requirements regarding Conflict of Interest within the organization, the Board of Directors have adopted Governance Policies including Conflict of Interest Disclosure. Board members are required to annually disclose in writing any conflict of interest in the transaction of business of the organization.

ARTICLE XVI - NONDISCRIMINATION POLICY
The BNA is an equal opportunity institution, and as such is committed to providing services and programs that are nondiscriminatory.

ARTICLE XVII - ADA COMPLIANCE
BNA is committed to the Americans with Disabilities Act by making its programs accessible to all people.

ARTICLE XVIII - CORPORATE DISSOLUTION
If the Board of Directors determines by two-thirds (2/3) vote that the BNA should be dissolved as a nonprofit organization under Florida laws, all assets and property held by it, whether in trust or otherwise, shall, after payment of its liabilities, be paid over to an organization which itself has similar purposes and has established an appropriate tax exempt status under Section 501 (C) (3) of the United States Internal Revenue Code as now enacted or as it may hereafter be amended.