ARTICLE I - NAME
The name of this organization shall be Association of Zoo And Aquarium Docents and Volunteers (AZADV) hereinafter known in these bylaws as the "association."
ARTICLE II - OBJECT
ARTICLE III - MEMBERS
Section 1. Membership.
The members of the association shall be composed of four (4) categories, which shall be:
- A. ORGANIZATIONAL: A voting membership with one (1) delegate per volunteer organization at a zoo or aquarium.
- B. ORGANIZATIONAL AFFILIATE: A non-voting membership for an organization that has a similar/compatible objective as stated in Article II – Object.
- C. DOCENT/VOLUNTEER: A non-voting membership for an active or inactive docent/volunteer of a zoo and/or aquarium.
- D. ASSOCIATE: A non-voting membership for any member that has a similar/compatible objective as stated in Article II – Object, but who is not a volunteer, active or inactive, of a zoo and/or aquarium.
Section 2. Eligibility.
All voting delegates shall be a docent/volunteer and shall hold individual memberships in this association. No voting delegate shall be employed in any way by an AZADV organizational or organizational affiliate member.
A Docent/Volunteer shall be considered any volunteer who is involved in enhancing the guest experience at, and fulfilling the mission of, their individual zoos and/or aquariums.
Section 3. Dues.
The annual dues required may be established and changed by a majority vote of delegates present and voting at an annual conference/business meeting. Continued membership is contingent upon being up-to-date on membership dues. Dues shall be payable to the AZADV treasurer. The membership chair shall notify members thirty (30) days prior to the month in which they are due.
Section 4. Fiscal Year.
The fiscal year shall be from November 1 through October 31.
ARTICLE IV – OFFICERS (EXECUTIVE BOARD)
Section 1. Officers.
The elected officers, also known as the Executive Board, shall be active Docent/Volunteer members at the time of their election, shall hold individual memberships, and shall remain active individual Docent/Volunteer members at all times during their terms of office. Only one (1) Docent/Volunteer from an AZADV member organization shall be eligible for elective office during a term. No officer shall be employed in any way by an AZADV Organizational or Organizational Affiliate member. The elected officers shall be: three (3) directors (conference advisory director, professional development director, and marketing/communications director), membership chair, newsletter editor, secretary, and treasurer. Members of the executive board shall have the same status as delegates, and may make motions, debate and vote.
Section 2. Election.
The officers shall be elected by the voting delegates at the annual conference or business meeting. The nominating committee shall present the slate of proposed officers for the ensuing year to the delegates at their meeting at the association's annual conference or business meeting, as outlined in Article VI, Section 1.F. Nominations of eligible individuals other than those on the slate may be made from the floor. No member shall hold more than one (1) office at a time.
Section 3. Term.
Term of office shall be from the close of one conference/business meeting until the close of the next conference/business meeting, or until their successors are elected. Officers may serve a maximum of four consecutive terms, regardless of office(s) held or length of term. Upon meeting this maximum or failing to be re-elected, there shall be a two (2) term interim between holding a board position and being eligible for re-nomination to elected office.
Section 4. Vacancy.
A vacancy in any elective office shall be filled by the executive board. The executive board shall have the authority to remove a member of the Board for failure to fulfill his/her assigned duties by a two-thirds majority vote of the remaining officers. The board may appoint an interim member until the next election. Assigned duties shall be those included in the bylaws and written job descriptions. An appointed, interim officer will then be eligible for re-election for a maximum of three additional terms.
Section 5. Responsibilities and Authority.
The executive board shall be responsible for the transaction of business between conferences or business meetings of the association, and shall perform such other duties as are specified in these bylaws and by the parliamentary authority adopted by the association. The members of the executive board shall have the authority to adopt standing rules for the transaction of business.
Section 6. Duties.
- A. Conference Advisory Director: Responsible for recruiting and assisting the organization hosting the annual conference or business meeting. Shall serve as chair of the conference advisory committee and the conference oversight committee. Shall oversee the conference website in collaboration with the web master and graphic designer. Shall perform such other duties as prescribed by these bylaws or assigned by the executive board from time to time.
- B. Professional Development Director: Shall serve as chair of the professional development committee. Shall plan and host educational webinars, topic discussions, AZADV book club, special events, writes articles for AZADV newsletter and media channels, manages conference presentation archives in collaboration with webmaster, promotes and facilitates member discussions in closed Facebook group and works closely with the marketing director, newsletter editor, webmaster, and graphic designer to advertise events. Responsible for publicizing the aims, objectives, and purposes of the association, building relationships with and serving as primary contact for zoo and aquariums, affiliated organizations, and AZADV delegates. Oversee and communicate the role and responsibilities of delegates, stay in regular communications with delegates, and plans and supervise the delegates meeting. Maintains AZADV’s reciprocity program. Works directly with the marketing director and the graphic designer. Shall perform such other duties as prescribed by these bylaws or assigned by the executive board from time to time.
- C. Marketing/Communications Director: Shall manage AZADV’s email servicing account; creates and disseminates e-newsletters to membership; supervises Facebook group and social media team; enforces communication and social media guidelines; manages Facebook page; writes content and feature stories for media channels; works closely with newsletter editor, webmaster, and professional development director; advertises organizational events; writes business updates for members based on board meeting minutes; in charge of organizational content strategy; spearheads marketing/content campaigns and initiatives; and ensures consistency in messaging and brand use for all organizational communications. Shall serve as the chair of the marketing/communications committee. Shall perform such other duties as prescribed by these bylaws or assigned by the executive board from time to time.
- D. Membership Chair: Shall maintain a current list of all members, in all categories and shall send notice to members thirty (30) days prior to the month in which their dues are due. Will work with the director of marketing regarding the content and messaging for the renewal reminders and join/renewal letter. Will work with the graphic designer and/or marketing director regarding the join/renewal letter design. Shall perform such other duties as prescribed by these bylaws or assigned by the executive board from time to time.
- E. Newsletter Editor: Shall plan content for quarterly newsletters in collaboration with the executive board. Solicits content for newsletter. Works closely with the graphic designer to put together and revise newsletters and revise newsletter drafts. Disseminates drafts of newsletter for proofing. Proofreads final copy of newsletter, sends to printer, and collaborates with membership director for distribution list. Works with the webmaster to post newsletters on AZADV’s website and manage newsletter archive. Shall perform such other duties as prescribed by these bylaws or assigned by the executive board from time to time.
- F. Secretary: Shall take the minutes of all delegates and executive board meetings and shall furnish a copy of the minutes of the annual delegates meeting to all organization and docent/volunteers members. Shall furnish a copy of the minutes of all executive board meetings to all members of the executive board. Shall maintain the organizations archives. Revises the bylaws in conjunction with the parliamentarian. Documents and maintains a proper paper trail for board decisions. Maintains the standing rules and updates as required. Maintains and revises board member and committee notebooks. Maintain and revises all committee membership lists. Maintains a list of pending agenda items. Prepares, in conjunction with the chairperson, the agenda for each meeting. Shall perform such other duties as prescribed by these bylaws or assigned by the executive board from time to time.
- G. Treasurer: Shall be bonded and responsible for receiving, processing, and depositing funds in a numbered account in an approved financial institution, and for distribution of all funds for the association. It is preferred that the person holding this position reside in a location that has a physical location of the associations approved financial institution. The executive board shall designate at least one (1) other elected officer to co-sign all checks in excess of $3,000. The treasurer shall prepare quarterly financial statements for the members of the executive board and present a written financial report at the annual conference or business meeting. Shall forward membership renewal and application forms to the membership chair. Shall ensure that a federal income tax return is filed annually and that the association’s books are audited at least once every two years by an independent auditor approved by the executive board. More frequent audits may be conducted at the discretion of the executive board. Shall serve on the conference oversight committee. Shall perform such other duties as prescribed by these bylaws or assigned by the executive board from time to time.
Section 7. Duties of Appointed Positions.
The appointed positions of the association shall be parliamentarian, webmaster, graphic designer, videographer, and board chair.
- A. Parliamentarian: A parliamentarian shall be appointed by the executive board at the first meeting of the newly elected board and shall serve as a non-voting advisor and consultant to the executive board, delegates, and the members on matters of parliamentary procedure for the term of the board. Works closely with the bylaw committee when changes are proposed by the executive board or association membership. Shall maintain a membership with a national/international parliamentarians association. Shall be and remain familiar with “Robert’s Rules of Order, Newly Revised,” the association’s chosen parliamentary authority.
- B. Webmaster: A webmaster shall be appointed by the executive board at the first meeting of the newly elected board. The webmaster may be asked to attend executive board meetings from time to time to facilitate discussion regarding the website and its capabilities. The webmaster may request the appointment of two (2) committee members to assist in the facility of the position. Shall oversee the management of the AZADV website. Coordinates with executive board members and other appointed positions to: maintain websites’ alignment with AZADV branding, and maintain content and “Member Portal” access and write the content for the website. Must be proficient with HTML, CSS. web design, and content management systems. Builds and maintains a good working relationship with GravityWorks organization and oversees website initiatives.
- C. Graphic Designer: A graphic designer/designer shall be appointed by the executive board at the first meeting of the newly elected board. The graphic designer may request the appointment of two (2) committee members to assist in the facility of the position. Shall oversee and manage AZADV branding, coordinates with executive board members and other appointed positions to review communications disseminated to members for branding alignment before dissemination and makes deliverables for members (e.g., Powerpoint slides, flyers, Symbiosis newsletter, etc.) looks professional, appeal to the eye, and aligns with branding. Must be proficient in the use of Adobe Creative Suite and must have working knowledge and expertise with principles of design and branding.
- D. Videographer: A videographer(s) shall be appointed by the executive board at the first meeting of the newly elected board. Shall film and edit webinars, any recorded conference presentations, member/board highlight videos. Shall work closely with professional development director, conference advisory director and web designer. Shall close caption as necessary. Shall align videos with AZADV branding.
- E. Board Chair: The chair will schedule and preside over all board meetings and the delegates meeting. Facilitate and address all matters of the association’s business. Works closely with the secretary. Speaks at the opening session and closing banquet during conferences.
Section 8. Meetings.
The executive board shall meet prior to the annual delegate meeting and before the close of the annual conference or business meeting. All members of the executive board must attend the board meeting(s) of the newly elected board. A meeting of the incoming and outgoing boards shall be held during the conference. A special meeting may be called at the request of five (5) members of the executive board. An interim board meeting shall be held at the site of the next annual conference or business meeting. The executive board shall be authorized to conduct the necessary business of the association between conferences by mail, telephone, electronic mail, facsimile or other electronic means. At the first meeting of the newly elected board, a chair shall be elected from the board members to serve for the term of the board. Five (5) members of the executive board shall constitute a quorum.
ARTICLE V - MEETINGS
An annual business meeting shall be held.
Host and approximate date of the conference shall be decided in advance by the executive board. The host shall set its registration fee with approval of the executive board in such amount as may reasonably be expected to cover its anticipated expense. Any surplus after payment of all conference expenses shall first be remitted promptly to the treasurer of the association in an amount up to and including total conference funds received from the association.
Quorum. Shall be a majority of the registered delegates attending the conference.
The presiding chair for the annual delegate meeting shall be the chair of the executive board.
ARTICLE VI - COMMITTEES
Section 1. Standing Committees.
The standing committees of this association shall be: Conference Advisory, Professional Development, Marketing/Communications, Conference Oversight, Newsletter, Bylaws, Budget/Finance, and Nominating.
- A. Conference Advisory: Shall be composed of the conference advisory director as chair and two (2) or more members appointed by the executive board to assist the host organization.
- B. Professional Development: Shall be composed of the director of professional development and two (2) other members appointed by the executive board. Shall assist in planning and hosting educational webinars, topic discussions, AZADV book club, and other special events in conjunction with the director of professional development.
- C. Marketing/Communications: Shall be composed of a director of marketing as chair and two (2) or more members appointed by the executive board to assist in the management of the association’s communications and social media channels.
- D. Conference Oversight: Shall be composed of the conference advisory director, the treasurer and two (2) other executive board members appointed by the chair and conference planning committee chair of the host organization. Shall provide general oversight of the conference finances, review and approve all contracts, approve conference budget, approve all unbudgeted payments and overruns for the conference, approve and manage website or application used for conferences fees and registration, and develop and ensure processes are in place to reduce AZADV liability and financial loss.
- E. Newsletter: Shall be composed of a newsletter editor and two (2) or more members appointed by the executive board to assist the newsletter editor.
- F. Bylaws: Shall be composed of chair and two (2) or more members appointed by the executive board. Shall review proposed amendments to the bylaws in conjunction with the parliamentarian. Shall edit for composition prior to publication and forward to the newsletter editor proposed amendments, with recommendations for publication in the newsletter at least sixty (60) days before the opening of the annual conference or business meeting.
- G. Budget/Finance: Shall be composed of the treasurer as chair and two (2) or more members appointed by the executive board. Shall prepare an annual budget to be presented at the conference or business meeting, for approval by delegates, for the coming year.
- H. Nominating: Shall be composed of five (5) members and one (1) alternate elected by the delegates by a plurality at the annual conference or business meeting. Nominations for election to this committee shall be taken from the floor at the delegate meeting of the annual conference or business meeting. It shall be the duty of this committee to consider qualifications of all candidates. The committee shall submit one (1) name for each office to be filled. The nominating committee shall submit only one (1) name from any AZADV organizational member. The report of the nominating committee shall be published along with a brief biographical sketch of each candidate in the newsletter at least sixty (60) days prior to the annual conference or business meeting. No AZADV organizational member shall have representation on the nominating committee more than once every two (2) years.
ARTICLE VII – INDEMNIFICATION
The officers, directors, and committee members of the Association of Zoo and Aquarium Docents and Volunteers shall be indemnified for any action, suit or proceeding by reason of the fact he/she was elected or appointed to any position of responsibility within this association, with the exception of fraud, gross negligence, or willful misconduct.
ARTICLE VIII - PARLIAMENTARY AUTHORITY
The rules contained in the current edition of "Robert's Rules of Order" (newly revised) shall govern the association in all cases to which they are applicable and are not inconsistent with these bylaws or any special rules of order the association may adopt.
ARTICLE IX - AMENDMENT OF BYLAWS
These bylaws may be amended by a two-thirds vote of the delegates present and voting at the annual conference or business meeting, providing the proposed amendment has been presented in writing to the bylaws committee at least ninety (90) days prior to the date of the conference. The bylaws committee shall duly consider each proposal and shall submit it, together with the committee's recommendation to the newsletter editor in time for publication in the newsletter at least sixty (60) days prior to the opening of the annual conference or business meeting.
ARTICLE X - DISSOLUTION
In case of dissolution of this association, all assets remaining after payment of authorized expenditures shall be distributed to an organization, with a similar/compatible objective, which qualifies for tax exemption as provided for under the internal revenue laws of the United States of America, with no part to any private individual or member.
Adopted October 8, 1987
Amended September 8, 1988
Amended September 19, 1989
Amended October 11, 1990
Amended October 21, 1991
Amended October 15, 1992
Amended October 13, 1993
Amended October 4, 1994
Amended August 17, 1995
Amended October 1, 1996
Amended October 1, 1997
Amended August 20, 1998
Amended September 1, 1999
Amended October 11, 2000
Amended August 31, 2001
Amended September 17, 2002
Amended September 10, 2003
Amended September 8, 2004
Amended July 29, 2006
Amended September 7, 2010
Amended September 17, 2013
Amended October 7, 2014
Amended September 22, 2016
Amended October 25, 2017
Amended October 2, 2021