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 - OBJECTThe object of the Association shall be to empower zoo and aquarium volunteers by promoting the free exchange of ideas, education, and communication to enhance the guest experience at, and fulfill the mission of, their individual zoos and aquariums.
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 Docent/Volunteer members at the time of their election, shall hold individual memberships, and shall remain 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, 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. Directors. Shall serve as chairs of standing committees and shall perform such duties as prescribed by these bylaws or assigned by the Executive Board.
- B. Membership Chair. Shall keep a current list of all members in all categories and shall send notices to members thirty (30) days prior to the month in which their dues are due.
- C. Newsletter Editor. Shall send a newsletter to every member a minimum of four (4) times a year in an electronic format and/or by mail.
- D. Secretary. Shall take the minutes of all Delegate and Executive Board meetings and shall furnish a copy of the minutes of the annual Delegate Meeting to all Organizational and Docent/Volunteer members. Shall furnish a copy of minutes of all Executive Board meetings to all members of the Executive Board.
- E. 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. The Executive Board shall designate at least one (1) other elected officer to co-sign all checks in excess of $3,000. 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.
- F. 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.
Section 7. 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: Budget-Finance, Bylaws, Conference Advisory, Extension, Newsletter, Nominating, and Public Relations.
All standing committees shall be composed of Docent/Volunteer members. A member may serve on only one (1) committee at a time. With the exception of the Nominating Committee (See Article VI, Section 1.F.), committee members may serve a maximum of two consecutive terms, with an additional two terms allowed if serving as Committee Chair. There shall be at least a one (1) term interim before serving again on the same committee. No member of a standing committee shall be employed in any way by an AZADV Organizational or Organizational Affiliate member.
Budget-Finance Committee: Shall be composed of the Treasurer as Chair and two (2) or more members appointed by the Executive Board. They shall prepare an annual budget to be presented at the conference or business meeting for the coming year. The budget shall be approved by the delegates.
Bylaws Committee: Shall be composed of a Chair and two (2) or more members appointed by the Executive Board. Shall review proposed amendments to the bylaws, which have been submitted by members, 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.
Conference Advisory Committee: Shall be composed of a Director as Chair and two (2) or more members appointed by the Executive Board to assist the host organization.
Extension Committee: Shall be composed of a Director as Chair and two (2) or more members appointed by the Executive Board to develop and maintain resources to attract and add value to members.
Newsletter Committee: Shall be composed of a Newsletter Editor and two (2) or more members appointed by the Executive Board to assist the Newsletter Editor.
Nominating Committee: 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 at the annual conference or business meeting. It shall be the duty of this committee to consider qualifications of all candidates. The Nominating 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.
Public Relations Committee: Shall be composed of a Director as Chair and two (2) or more members appointed by the Executive Board to publicize the aims, objectives, and purposes of the Association and encourage new membership in the Association.
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