Approved by Board: November 18, 2010
Approved by Membership: March 10, 2011

Effective: March 10, 2011

​Article I: Name and Location

The name of this organization shall be The Greenville Natural History Association, Incorporated, (GNHA) located in the County of Greenville, State of South Carolina.

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​Article II: Objectives

2.1 The objectives of this organization shall be to promote the safe enjoyment of the outdoors in the form of hikes and outings; to provide for related social and educational opportunities; to encourage and teach outdoors ethics; to encourage the conservation of the environment and wildlife in general; and to acquaint our members and the public generally with the beauty and grandeur of the surrounding area.

2.2 In order to fully pursue these objectives, the organization shall have full power and authority to purchase, own, lease, or dispose of all kinds of property, both real and personal, and generally to perform all acts which may be deemed necessary for the proper fulfillment of these objectives.

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​Article III: Membership & Dues

3.1 Any person who subscribes to the objectives of the club shall be eligible for membership in The Greenville Natural History Association, Incorporated. The Board reserves the right to terminate any person’s membership and also to reinstate membership on restoration of eligibility.
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3.2 Dues for membership shall be as set by the Board with approval of a majority of the club membership present at the annual general meeting (AGM) or at any special meeting. Annual dues shall become payable on the first day of January of each year. Non-payment of dues shall result in loss of membership.

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​Article IV: Officers & Board

4.1 The Board:

• Shall consist of 13 elected Directors. From these Directors the Board will elect the President, Vice-president, Secretary, and Treasurer (the Officers of the Association).

• The business, interests, and transactions of the club shall be managed and controlled by the Board.

• Any vacancy occurring on the Board between elections shall be filled by action of the Board until the next election of Directors.

• Heads of standing committees and the immediate past President shall be ex-officio (non-voting) members of the Board.

4.2 The President:

• Shall be the chief executive of the club.

• Shall preside at all meetings of the Board and of the membership.

• Has authority to appoint all special committees and standing committees. (Examples of standing committees include, but are not limited to e-mail coordination, hike schedule management, membership, website management.)

• Shall be an ex-officio member of all special committees except the Nominating Committee.

• Shall have general supervision of the club, subject to approval by the Board, and see that all resolutions of the Board are carried into effect.

• Is authorized to represent the GNHA at meetings of other related organizations and commissions, and may delegate substitutes if deemed appropriate.

• Shall pass on to successor any and all files and records pertaining to the position as soon as possible after leaving office.

4.3 The Vice-President:

• Shall preside and temporarily assume the President’s functions in the absence of the President.

• Shall perform such other duties and have such other powers as shall be prescribed by the Board.

4.4 The Secretary:

• Shall record the minutes of all meetings of the Board, and of general meetings of the GNHA in which a matter for record is conducted.

• Shall provide copies of all minutes to members of the Board within thirty days following the meetings.

• Shall record members appointed to all committees of the GNHA and include in minutes.

• Shall aid the President in the development of meeting agendas by maintaining records of incomplete actions.

• Shall pass on to successor any and all files and records pertaining to the position as soon as possible after leaving office.

4.5 The Treasurer:

• Shall have the custody of all funds of the club and when necessary and proper shall endorse on behalf of the club all checks, notes or other evidence of payment of money payable to the club and shall deposit the funds arising there from, together with any other funds received.

• Shall open and maintain any bank account or savings account in the name of the club as may be directed by the Board, and shall be responsible for making all payments on behalf of the GNHA

• Shall keep regular books of accounting containing a complete and true statement of cash accounts and all other transactions involving the GNHA funds.

• Shall account to the Board at its scheduled meetings or at any other time upon the request of the Board, and to the membership at the AGM.

• Shall propose the annual budget which, on approval by the Board, shall be adopted for the next financial year, which runs from January 1st through Dec 31st. Any expenditure not covered by the budget requires prior approval by a majority of the Board members.

• Shall pass on to successor any and all files and records pertaining to the position as soon as possible after leaving office.

4.6 The Board:

• Shall meet periodically as may be agreed upon by the Board and at such other times as it shall be called to meet by the President or three (3) of its members by giving not less than fifteen (15) days notice to each board member either personally or by mail.

• A majority of Board Members shall constitute a quorum for the transaction of business at any meeting.

• The Board shall have, in addition to the authority expressly conferred upon it by the by-laws, the authority to do all things or acts necessary for the efficient administration of this club.

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Article V: Election & Meetings

5.1 The AGM shall be held for the election of directors during the month of March at such time and place as shall be designated in a notice to be sent by the Secretary to each voting member at least fifteen (15) and no more than thirty (30) days before the meeting. Special Meetings of the club may be called by the President or by the Board at any time after giving the said fifteen (15) to thirty (30) days notice.

5.2 The President shall appoint a Nominating Committee to nominate candidates for positions of Director. The report of said Nominating Committee shall not preclude club members from making individual nominations for Directors, either as write-in candidates prior to the AGM, or by nomination from the floor at the meeting.

5.3 The terms of all Directors shall begin immediately following the AGM and shall continue for two (2) years. Upon completion of a two (2) year term a Director, other than the person holding the office of Treasurer, must rotate off the Board for not less than one (1) year. Notwithstanding the above, a Director, when elected to be an Officer of the Association, shall remain on the Board for the full term of that office. The Treasurer shall be eligible for re-election on completion of a two (2) year term if so determined by the Board. The immediate Past President shall serve as an exofficio member of the Board for one (1) year following the election of a new President.

5.4 Those GNHA members attending the AGM or any special membership meeting shall constitute a quorum which shall have full authority to proceed with the transaction of the business of the club.

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Article VI: Amendments

6.1 These By-Laws may be amended at the AGM or at any special meeting by a majority of those present provided that the membership receives no less than fifteen (15) and no more than thirty (30) days notice of said meeting, together with a notification of the subject matter and the specific wording of the proposed amendment.