Bylaws

The Butterflies of the World Foundation

A Non-Profit Organization

The Butterflies of the World Foundation EIN: 26-4510548

Butterflies of the World Foundation Bylaws

Article I – NAME, PURPOSE

Section 1: The name of the organization shall be The Butterflies of the World Foundation.

Section 2: The Butterflies of the World Foundation was established to educate the public about the conservation and enjoyment of butterflies through comprehensive programs and presentations utilizing world-class photography. It will encourage people to take an active role in butterfly habitat protection and restoration, involvement in butterfly research and exploration through local schools, universities, libraries and museums, as well as implementing sound environmental practices in their daily activities. This corporation will also work to produce publication quality photographs of wild butterflies in their natural habitats to be used in its programs to the public and the images made available to scientists and researchers in the field of butterfly study. It will also produce and maintain a comprehensive website on butterflies and butterfly conservation. This corporation is organized exclusively for educational, literary and scientific purposes, including for such purposes, the making of distributions to organizations that qualify under section 501(c)(3) of the Internal Revenue Code, or any corresponding section of any future federal tax code. The purpose of this corporation is to also engage in any lawful act or activity for which corporations may be organized under the general corporation law of Oklahoma. No proceeds of the corporation will enrich any individual, except that reasonable compensation may be paid for services to the corporation.

Article II – MEMBERSHIP

Section 1: Membership in the corporation will consist of elected directors.

Article III – BOARD OF DIRECTORS

Section 1: The Board of Directors is responsible for setting policy, governing the organization and conducts the organizations business. The Board of Directors can delegate these duties as needed to the Executive Director. The Board of Directors shall consist of no fewer than three members.

Section 2: The length of time a board member may serve will be not longer than two consecutive, three year terms. A person may be reelected after a one year absence.

Section 3: The Butterflies of the World Foundation will have a self-perpetuating Board. A Board Committee will be set up to put forward nominations for new members, and the sitting Board will vote to elect them to membership. A majority vote of the current directors is required for election.

Section 4: The quorum for all meetings will be the majority of the directors.

Section 5: Board meetings will be held at least quarterly. Special Board meetings may be called by the Board President, the Executive Director, or a majority of the directors. Board members will be notified of time and place by mail two weeks before every Board meeting.

Section 6: Any Board member missing three consecutive meetings will be removed. A Board member may be removed for such conditions that include breach of confidentiality, failure to disclose a conflict of interest, or failure to exercise the duties of a Board member.

Section 7: Method of voting will be by voice votes or show of hands at the discretion of the President.

Section 8: Board members shall not be compensated for their service except for reimbursement of reasonable expenses. No Board member may vote upon a matter coming before that body in which they have a direct financial interest. Immediately upon becoming aware that such a conflict may exist, a Board member must disclose the existence of the potential conflict to the remaining Board members, withdraw from further deliberation on the issue, and refrain from voting on the matter. Any such disclosure and withdrawal shall be fully documented in the organization minutes. See The Butterflies of the World Foundation Conflict of Interest Policy attached to these bylaws.

Article IV – OFFICERS OF THE BOARD

Section 1: The Butterflies of the World Foundation Officers of the Board shall consist of the President, Vice-President, Secretary, and Treasurer. One person may hold the positions of Secretary and Treasurer at the same time.

Section 2: The President shall preside at all meetings. They shall act as the chief volunteer representative of the organization. They shall appoint all committees. They will work closely with the Executive Director to guide the organization. They ensure the full participation of Board members and move to fill Board vacancies. They also act as public spokesperson for the organization (this responsibility may be delegated to the Executive Director).

Section 3: The Vice-President shall assume the duties of the President in the case of death, resignation, absence, or disability. They will serve as committee chairperson as appointed by the President. They will assist the President in carrying out special projects when necessary.

Section 4: The Secretary shall take the minutes of the meetings of the Foundation or oversee this function if done by a staff person. They shall give notice of the meetings to the Board, attend to all general correspondence, keep all records and files of the Foundation, prepare and distribute agendas for meetings, and generally perform all services that may be delegated to them.

Section 5: The Treasurer shall serve as chairperson on the Finance Committee and receive all monies for the Foundation and deposit them in the name of the Foundation in such banking institutions as the Officers of the Board shall direct. They shall pay therefrom by draft or check all bills and obligations of the Foundation. They shall keep an account of all monetary transactions and shall exhibit a statement of them when called for by the President. They shall make a full report for the preceding calendar year at the annual meeting. They shall assist in setting organizational budgets. They shall assist in hiring an auditor, if necessary

Article V – BOARD COMMITTEES

Section 1: The responsibilities of the Development Committee include ensuring that adequate funds are available for the Foundation to carry out its tax exempt purpose. These responsibilities include working with organizational staff and other members of the Board to solicit charitable gifts, carry out fundraising events, and secure foundation and corporate grants.

Section 2: The responsibilities of the Budget and Finance committee include preparing and/or approving an annual organizational budget, overseeing with the Treasurer the accounting and banking functions of the Foundation, and arranging for a certified audit of the Foundation’s accounts.

Section 3: The Nominating Committee assumes the tasks of identifying candidates for election to the Board and assembling a slate of officer candidates to be elected by the full Board.

Section 4: The President of the Board may establish special committees to undertake designated responsibilities on an as-needed basis

Article VI – AMENDMENTS TO THE BYLAWS

Section 1: These bylaws may be amended subject to approval of a vote of two-thirds of the sitting directors.

All photographs, artwork, text and website design are the property of The Butterflies of the World Foundation (unless otherwise stated) and are protected under national and international copyright laws. Photographs, artwork or text on this website may not be reproduced in any way without prior written consent of The Butterflies of the World Foundation.