BYLAWS: THE MISSISSIPPI CHAPTER OF THE WILDLIFE SOCIETY, INC.1

Revised and Approved by The Wildlife Society, December 1, 1994; October 6, 2006

Article 1- NAME, AREA, and AFFILIATION

Section 1- “Name”. The name of this organization shall be the Mississippi Chapter of The Wildlife Society.

Section 2- “Area”. This Chapter shall have as its area of organization the State of Mississippi.

Section 3- “Criteria for Affiliation”. The Mississippi Chapter shall conform to Bylaws, Code of Ethics, objectives, policies, and positions as adopted be The Wildlife Society, Inc. (hereinafter referred to as the Society.)

Article II- OBJECTIVES

Section 1- “Objectives”. Consistent with the objectives of The Wildlife Society, the Mississippi Chapter objectives are

a. To establish and maintain the highest professional standards of integrity and conduct;

b. To encourage management of wildlife species along sound biological
principles;

c. To establish and maintain good communications and cooperative attitudes among various individuals, groups and agencies within Mississippi who have responsibilities and interests in wildlife research, conservation, and management;

d. To promote an awareness of the values of wildlife species and their habitats, particularly those found within the State of Mississippi.

Section 2- “Implementation”. To aid in the achievement of those objectives, this Chapter proposes to:

a. Provide opportunities for better liaison among various parties within the state that are concerned with wildlife conservation by having periodic, informal meetings to discuss current problems and issues;

b. Evaluate and respond to action by the public that could affect wildlife and the environment;

c. Recognize outstanding achievement in wildlife conservation;

d. Focus the aims and objectives of The Society and Southeastern Section upon professional wildlife needs, problems and events in Mississippi.

Article III- Membership

Section 1- “Voting Membership”. Voting membership in the Mississippi Chapter
shall be available to any member of the Society who resides or conducts professional
activities within the boundaries of the Chapter as defined in Article I, Section 2, including students, both graduate and undergraduate. Only Chapter voting members may hold elective offices in the Chapter, vote on matters affecting Chapter policy, vote on matters affecting the Society, and represent the Section or the Society on business.

Section 2- “Affiliate Membership”. Affiliate Membership in the Mississippi
Chapter shall be available to any persons including students who, although not a member of the Society, have a strong interest in the objectives and activities of the Chapter. Affiliate members will pay dues to the Chapter only. Affiliate members may serve on committees and participate in discussion. Affiliate members shall not be entitled to vote or hold office and may represent the Chapter on Chapter business only as requested by the Executive Board.

Section 3- “Charter Member”. Voting and affiliate members in good standing on the membership rolls as of 31 January 1974, shall be considered Charter Members.

Section 4- “Honarary Member”. Honorary members of the Mississippi Chapter shall be persons who, by a majority vote of all members of the Chapter, have been thus recognized for their achievements. An honorary member need not pay Chapter dues.
Honorary members who are members of The Society shall have the same rights and
privileges as voting members as defined in Article III, Section 1. Honorary members
who are not members of the Society shall have the same rights and privileges as affiliate members as defined in Article III, Section 2.

Section 5- “Dues”. Annual dues are to be determined at each annual meeting and shall
be payable by each member to the Secretary-Treasurer no later than 31 January of each year. Members who have not paid the Society dues shall lose their voting membership status in The Mississippi Chapter. Members who have not paid their dues for one year shall be removed from the membership roster upon written notification from the Secretary-Treasurer. Annual Chapter dues may be paid to the Society’s headquarters, along with Section and Society dues, and subsequently will be remitted to the Chapter.

Section 6- “Resignation”. Members may resign at any time by giving notice to the Chapter’s Secretary-Treasurer.

Section 7- “Reinstatement”. Persons who are dropped from the rolls of the Chapter for nonpayment may be reinstated into membership in this Chapter upon reapplication and payment of appropriate dues.

Article IV- EXECUTIVE BOARD AND OFFICERS

Section 1- “Executive Board ”. The Mississippi Chapter shall be governed by an Executive Board composed of its officers: a President, President-elect, immediate past-President, Secretary-Treasurer, the Chapter Representative to the Southeastern Section, and two (2) elected at-large board members. The President of the Student Chapter of The Wildlife Society at Mississippi State University shall be an adjunct member, with the exception that the position carries no voting rights.

Clause A - Conduct - The Executive Board shall conduct its affairs in conformance with the provision of these Bylaws, and those of The Society. The Board is authorized to act for the Chapter between meetings and shall report its interim actions to the members at each succeeding membership meeting. An action of the Board may be overridden by a two-thirds vote of the voting members attending a membership meeting.

Clause B - Attendance - Members may attend Board meetings, but may
participate therein only when asked to do so, and they may not vote at
such meetings.

Section 2- “Officers”. All elected, executive officers must be voting members in good
standing of the Chapter and The Society. Officers of the Mississippi Chapter and their
duties are:

Clause A - President – The President shall have general supervision of the Chapter officers; shall appoint (with the advice of the Executive Board) chairpersons for standing and special committees (with exceptions described in Article V); shall chair all Executive Board meetings; and shall be an ex-officio member of all committees except the Nomination and Elections Committee. The President may represent the Chapter or appoint alternate representatives to other Chapters, Sections or Society boards, committees or meetings.

The President will serve a 1-year term as President, but will serve as a voting member of the Executive Board for a total of three (3) years. The first year as President-Elect (Article IV, Section 2, Clause B) and the second as President. The third year will be as immediate Past-President (Article IV, Section 2, Clause C).

Clause B - President-Elect - The President-Elect shall assume the duties of the President in the absence of or upon the inability of the President to
serve, and shall perform any duties assigned by the President. In the event the President-Elect cannot serve in the President’s absence, the Executive Board shall appoint a President, pro tempore. The President-Elect shall serve 1 year before becoming President.

Clause C - Immediate Past-President – For one year immediately following tenure as President, the President will serve on the Executive Board as Immediate Past-President.

Clause D – Secretary-Treasurer – The Secretary-Treasurer shall serve as Chair of the Membership Committee, be responsible for the files, records, and funds of the Chapter, and shall submit complete financial reports at the last meeting of his term of office. Duties shall also include the receipt and disbursement of funds, the recording of the minutes of all meetings, the maintenance of membership rolls, correspondence, and the issuance of meeting notices.

Clause E – At-large Board Members – Two (2) at-large Board Members will be elected from the membership. The term of office will be for 1-year.

Clause F – Chapter Representative to the Southeastern Section – The Chapter Representative shall represent the Mississippi Chapter in Southeastern Section affairs. The Chapter Representative will serve as the editor of the Quarterly Newsletter and as a contact among Section, the Chapters and members in their respective areas. The Chapter Representative will assist the Section President by verifying mailing addresses, conducting membership drives, polling individuals and assisting in routine Section business. The term of the Chapter Representative will be for 1-year.

Section 3- “Terms of Office ”. Elected officers will take office immediately following the Annual Meeting, and unless re-elected, terminate their duties at the conclusion of the subsequent Annual Meeting, or at such time as their successors are elected and installed. A member may be elected for no more than two consecutive terms in the same elective position.

Section 4- “Vacancies”. If the office of the President is vacated for any reason, the
President-Elect shall assume the duties of the President for the balance of the unexpired term of the President. All other vacancies in any unexpired term of an elected office shall be filled through appointment by the Executive Board, although an appointed President- Elect shall serve only until the next scheduled Chapter election where the membership shall elect the next President. All appointees must be voting members of the Chapter and The Wildlife Society.

Article V- COMMITTEES

Section 1- “Standing Committees and Duties." Unless otherwise noted, the
President will appoint chairpersons for all standing committees. Unless otherwise noted, committee members may be appointed by the President, the Executive Board, or the appointed chairperson. All committees shall be accountable to the Executive Board, under supervision of the President.

Clause A - Nominating and Elections – The Executive Board shall appoint a 3- person Nominations & Elections committee. The duties of this committee will be to gather nominations of open Executive Board positions and to oversee the elections (See Article VI). The 3 members will select a chairperson from among themselves.

Clause B - Annual Meeting Program – This committee shall be appointed either during or immediately following each annual meeting for the next
annual meeting. The President-Elect will chair this committee. This committee, under the direction of the President-Elect, will make arrangements for the meeting, including place, time, program, refreshments, and other pertinent details, and report to the President at
least 45 days prior to that meeting.

Clause C - Bylaws – This committee shall review, prepare, submit, and recommend action to the Executive Board on any changes necessary to maintain Bylaws in keeping with current Chapter and Society policies.

Clause D - Audit – This committee shall consist of a chair and at least two
additional members. It shall review the financial record and support documents of the Secretary-Treasurer at least annually. The committee also shall review these records and documents prior to any change in the office of the Secretary-Treasurer.

Clause E - Special Committees – Special committees shall be appointed by the President and function as necessary to complete the duties assigned.

Article VI – ELECTIONS

Section 1 - "Nomination Process." The 3-member Nominating and Elections Committee of the Mississippi Chapter shall prepare a slate of at least two candidates for each elected position: President-Elect, Secretary-Treasurer, two At-Large Executive Board Members, and Chapter Representative to the Southeastern Section.

Clause A – All nominees must be voting members (Article III, Section 1)

Clause B – Prior approval shall be obtained from candidates.

Clause C – Nominations slate must be submitted to the membership at least thirty (30) days prior to voting.

Clause D – A member may be elected for no more than two consecutive terms in the same elective position.

Section 2 – “Balloting." Ballots shall be received from the members by the Secretary- Treasurer and shall be counted by the Nominating and Elections Committee. For ballotcounting purposes, the President shall appoint a replacement for any member of the Nominating and Elections Committee who has been nominated for an office by the membership. All voting procedures shall be regulated by the Nominations and Elections committee (Article V, Section 1, Clause A) subject to oversight by the Executive Board.

Clause A – Members in arrears shall forfeit their rights to vote during the period of the delinquency.

Clause B – A signed absentee ballot may be submitted to the Secretary-Treasurer by a member prior to the scheduled time for counting ballots.

Clause C – The candidate receiving the largest number of votes shall be declared elected. No one may hold two elective positions simultaneously. In the event of a tie vote, the Executive Board shall make the decision. If
a current Executive Board member is one of the candidates in the tied
contest, that board member must abstain from the tie-breaking vote. In
the case that there is a tie among the Executive Board, the President
will break the tie.

Article VII- MEETINGS

Section 1 - "Annual Meetings." Regular membership meetings shall be held at such times and places as determined and published by the Executive Board.

Clause A – Annual Meetings- The regular meeting, held in the fall of each year, shall be known as the Annual Meeting and shall be for the purpose of
electing officers, receiving reports of officers and committees, and for
any other business that may arise. The Executive Board shall determine the time and place of the Annual Meeting and whether or not it will be held in conjunction with other conservation organizations.

Clause B – Meeting Notice – The members must be notified at least one month prior to annual and regular meetings and at least ten (10) days prior to special meetings.

Clause C – Quorum – The quorum for the annual meeting of the Chapter shall be over fifty percent of the membership or ten members in good standing, whichever is less; and for Executive Board Meetings, three (3)
members of the Board.

Clause D – Meeting Rules – Parlimentary procedures at Chapter meetings will follow the latest revision of The Standard Code of Parliamentary Procedure, consistent with the Bylaws and/or other special rules of the Chapter and the Society.

Clause E – Bylaws – The Bylaws of this Chapter shall be available for inspection during every meeting. If revised, the revised form must be approved by The Society before it is voted on by the membership.

Section 2 – "Special Meetings." Special meetings may be called by the Executive
Board at any time, provided due notice (see Article VII, Section 1, Clause B) and the
purpose of the call is given.

Clause A – Only those items listed in the call for the special meeting shall be acted upon at the special meeting.

Clause B – All clauses under Section 1 of this Article apply as well to special meetings.

Article VIII – FINANCIAL MANAGEMENT

Section 1 – "Chapter and Fiscal Year." The Chapter operating and fiscal year shall begin 1 January.

Section 2 – "Finance." Funds of the Mississippi Chapter shall be under the supervision of the Executive Board, and shall be handled by the Secretary-Treasurer. The financial records of the Mississippi Chapter shall be periodically examined by the Audit Committee.

Clause A – The Secretary-Treasurer need not be bonded.

Clause B – Funds shall derive from dues, special assessments, work projects, and contributions.

Clause C – Funds shall be placed in a federally-insured bank or savings and loan association.

Section 3 – "Reports." Within twenty (20) days after an election or other official action, the Secretary-Treasurer shall report such actions to the Executive Director of The Wildlife Society, the Southeastern Section Representative, and the Southeastern Section President. Annual financial statements and activity reports from the Secretary-Treasurer shall be forwarded to the same parties. A statement of calendar-year income and expenses, together with starting and ending balances, must be submitted to the Executive Director of The Wildlife Society in January of each year for federal tax reporting.

Section 4 – "Files." The Chapter shall maintain a file containing: Bylaws of The Wildlife Society, the Southeastern Section, and the Mississippi Chapter; minutes of all regular and special meetings of the Membership and the Executive Board; correspondence pertinent to Chapter affairs; all committee reports, financial statements, and records; and all other material designated as pertinent by the Executive Board. The official filing system adopted by the Executive Board in 8 January 1976 will be used for all Chapter records. This “procedure for filing” shall be kept in the Chapter file for guidance of each succeeding Secretary-Treasurer. A Chapter “Operations Manual” provided by The Society will be maintained by the President of the Chapter and a written record of transfer of this manual to the incoming President will be maintained and The Society will be notified of each transfer.

Section 5 – "Resolutions and Public Statements." Any two (or more) members may submit resolutions or statements for consideration by the Chapter’s Executive Board. These shall be accepted or rejected by the board (or by a committee established for that purpose) and, if involving new policy, prepared for submission to the Chapter membership. Such new items must be approved by two-thirds of the Chapter membership voting and must be transmitted to The Wildlife Society, the Southeastern Section Representative, and the Southeastern Section President, if approved. Actions falling within previously established Chapter policies may be carried out by the President or Secretary-Treasurer upon unanimous approval of the Executive Board. Furthermore, the Mississippi Chapter may publish statements pertaining to issues in its locale: (a) when the content of the statement falls within established policy of the Society, and (b) in the absence of existing Wildlife Society position statements. The Mississippi Chapter will not publish statements which may be in conflict with the policy of the Society with out prior approval of the Society’s Council. All statements will follow the “Guidelines for Conservation Affairs Activities” (Appendix 4.42lb of the Operations Manual) and conform to the Society’s policy regarding conservation affairs (Appendix 4.421a of the Operations Manual). The Chapter membership, The Wildlife Society, the Southeastern Section Representative, and the Southeastern Section President must receive copies of any Resolution of Public Statement within 15 days of such action.

Article IX - DISSOLUTION

Upon dissolution of the Mississippi Chapter of The Wildlife Society, its Executive Board shall transfer all assets, accrued income, and other properties to the Council of The Wildlife Society with a request that said assets be held for a period of not more that five years from the date of dissolution of the Chapter, for distribution to another Chapter that may be established in approximately the same geographical area within said five year period. If another Chapter is not established within said area and period of time, The Society Council, may distribute all assets, accrued income, and their properties as determined best by the Council in accordance with Society Bylaws.

Article X - AMMENDMENT TO BYLAWS

Section 1 - “Procedure”. These Bylaws may be altered or amended by a majority of
members voting at any annual or special meeting if due advance notice of the proposed changes (Article VII, Section 1, Clause B) of these Bylaws is followed. A member who will be absent from the meeting may proceed as under “Balloting” in Article VI, Section 2, Clause B.

Section 2 - “Conformance”. No amendment to these Bylaws shall be enacted which
results in conflict with The Wildlife Society Bylaws. If revised, the revised form must be
approved by The Wildlife Society before it is voted on by the membership.

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