Bylaws of the Desert Tortoise Council (Revised March 21, 2002; Prior Revision March 30, 1996) Article I - Name Section 1. The name of this organization shall be DESERT TORTOISE COUNCIL. Article II - Goal and Objectives Section 1. The goal of the Desert Tortoise Council (Council) is: To assure the perpetual survival of viable populations of the desert tortoise within suitable areas of its historic range. Desert tortoise, for the purpose of the Council, includes only the species Gopherus agassizii. Section 2. The objectives of the Desert Tortoise Council are: a. To serve in a professional advisory manner, where appropriate on matters involving management, conservation and protection of desert tortoises. b. To support such measures as will contribute to ensuring the continued survival of desert tortoises and the maintenance of their habitat in a natural state. c. To stimulate and encourage studies on the ecology, biology, management, and protection of desert tortoises. d. To serve as a clearinghouse of information among all agencies, organizations and individuals engaged in work on desert tortoises. e. To disseminate current information by publishing proceedings and transactions of meetings and other papers as deemed appropriate. f. To maintain an active public information and conservation education program. g. To commend outstanding action and dedication by individuals and organizations promoting the objectives of the Council. Article III - Membership Section 1. Any person or organization interested in or engaged in management, protection, research or study of the desert tortoise or related desert tortoise conservation shall be eligible for membership upon application. Section 2. Applications for membership are available from the Council and shall be transmitted in writing to the Secretary on forms provided by the Council. Section 3. The Board of Directors shall set the rates and categories of dues for membership. Members shall pay the specified dues required of active members of the Council on a Calendar year basis. Dues are payable at the time of the symposium each year. Dues for new memberships paid outside the symposium period will be applied to the current and following membership year. Section 4. Membership shall be forfeited automatically when annual dues are not paid within thirty days following notification in writing by the Treasurer that said dues are in arrears. Section 5. Any membership may be terminated by resignation. Section 6. The Board of Directors reserves the right to reject the application of or terminate the membership of any party for cause, as long as such rejection is not in violation of any existing laws or rules affecting nonprofit corporations. Article IV - Board of Directors Section 1. The business of the Desert Tortoise Council shall be managed by a Board of Directors (also referred herein as "The Board") which shall be composed of not less than 8 nor more than 15 members, 8 of which shall be the elected officers of the Council and the immediate past co-chairperson. The senior co-chairperson shall serve as board chairperson. Section 2. Vacant Board-member positions on The Board shall be filled by appointment by a majority vote of the Board. Such appointments shall be for up to three years. Persons serving such positions may be reappointed and are subject to removal by a simple majority vote of the other Board members. Section 3. The Board shall have control and management of the affairs and business of the organization and is authorized to act for the Council between Annual Business Meetings. The Board shall report its interim actions to the members at the Annual Business Meeting. Any action of the Board of Directors may be overridden by a 2/3 majority vote of the attending membership at any meeting of which the general membership of the Council is notified. Section 4. A simple majority of the existing members of the Board of Directors shall constitute a quorum. The Board shall meet three times a year or as needed. Such meetings shall be convened by the Board chairperson or substitute only after due notice to all the Board members of such meeting. Each Board member shall have one vote and such voting may be done by written or verbal proxy. The Board may make such rules and regulations concerning its meetings as it may deem necessary. Article V - Elected Officers Section 1. Co-chairpersons. There shall be two Co-chairpersons and they shall give general direction to the Council. They, together or singly, shall preside at meetings of the Board of Directors and Desert Tortoise Council. They, with the assistance of the Co-chairperson-elect, shall appoint Chairpersons of all standing and ad hoc committees and are ex-officio members of all committees. Section 2. Co-chairperson-elect. The Co-chairperson-elect shall assist the Co-chairpersons in duties when needed. In the absence of either or both Co-chairpersons or in the event of their inability to act, the duties shall be assumed by the Co-chairperson-elect. If either Co-chairperson can not continue in office, his/her duties shall be assumed by the Co-chairperson-elect following the succession order: Co-chairman-elect; Junior Co-chairman; or Senior Co-chairman. Section 3. Recording Secretary. The Recording Secretary shall record the minutes of the meetings and forward same to the Corresponding Secretary within thirty (30) days. Section 4. Corresponding Secretary. This officer shall issue notices of annual or special meetings, distribute materials to the Council's membership and others, and send out answers to correspondence as directed by the Co-chairpersons. A written report concerning the Council's activities of the previous year shall be submitted to the Co-chairpersons at the annual meeting. In the event the Co-chairpersons and the Co-chairperson-elect are unable to serve in their capacities, the Corresponding Secretary shall serve pro-tempore. a. Files. The Corresponding Secretary shall maintain files for the Council consisting of: Bylaws, minutes of all meetings, correspondence pertinent to Council affairs, copies of all committee reports and any other material judged by the Board of Directors as pertinent. b. Correspondence. The Corresponding Secretary shall forward copies of all correspondence to the Co-chairpersons and Co-chairperson-elect within fifteen days of receipt. Section 5. Treasurer. This officer shall be responsible for receiving and distributing all funds of the Council. This officer shall maintain the Council's financial statements and records. A written audit of the Council's accounts for that year shall be submitted to the Co-chairpersons at the annual meeting. In the event the Co-chairpersons, Co-chairpersons-elect and Corresponding Secretary are unable to serve in their capacities, the Treasurer shall serve pro-tempore. Section 6. Products Manager. This officer shall be responsible for maintaining an inventory of products for sale by the Desert Tortoise Council, dispensing products, collecting payment and transferring funds to the Council Treasurer. A record of all products sold and held in inventory, including net proceeds, and all costs shall be maintained and reported to the Board at the end of each calendar year. The Products Manager shall be responsible for providing to the Treasurer an accurate statement of receipts, expenditures and inventory for the purposes of filing necessary statements with the state and federal government. Section 7. Terms of Office. All officers shall be elected at the annual meeting. However, if an officer is unable to complete his/her term of office, the Board of Directors may appoint a person to fill the vacated office until the next annual meeting. a. Co-chairpersons. Each Co-chairperson shall serve two years such that each year the Senior Co-chairperson will retire and be replaced by the presiding Junior Co-chairperson. b. Co-chairperson-elect. A Co-chairperson-elect shall be elected each year. That person normally shall serve the first year after election as Co-Chairperson-elect. A Co-chairperson-elect spends the two subsequent years as the Junior and then Senior Co-chairperson. A Co-chairperson may be elected to an extra year to fill a prematurely vacated position. c. Corresponding Secretary and Treasurer. The Corresponding Secretary and Treasurer shall be elected on alternate years and shall serve two-year terms. The Secretary shall be elected on even years and the Treasurer on odd years. Either officer may be reelected. d. Recording Secretary. The Recording Secretary shall be elected on the odd years and serve a two-year term. The person may be reelected. e. Products Manager. The Products Manager shall be elected on the even years and serve a two-year term. The officer may be reelected. Article VI - Committees Section 1. Chairpersons of standing committees shall be appointed by the Co-chairpersons as deemed expedient for carrying out the objectives of the Council. Section 2. Standing committees can include, but are not limited to: a. Public Information and Education Committee b. Publishing and Editing Committee c. Annual Program or Symposium Committee d. Membership Committee e. Nominating Committee f. Bylaws Committee g. Ecosystem Advisory Committee h. Resolutions Committee i. Audit Committee j. Awards Committee k. Fund Raising Committee Section 3. Public Information and Education Committee. This Committee shall be composed of members representing a broad spectrum of interests in the desert tortoise. a. Obligation. To make public contact for the purpose of publicity, information, and education about desert tortoises and the Desert Tortoise Council. b. Restriction. Publicity will be restricted to Council action, programs, awards, announcements, general education and information and other tortoise-related matters supported by a majority of the Board of Directors. At no time will publicity be released that would discredit any person or organization, state agency, federal agency, or educational institution. Section 4. Publishing and Editing Committee. This Committee shall be composed of an editor and assistants of his or her choice. Obligation. It will be the responsibility of the Publishing and Editing Committee to publish annual proceedings and separate works in a timely fashion. Section 5. Annual Program or Symposium Committee. Obligation. It shall be the responsibility of this Committee to develop an interesting, informative and representative program for the Annual Meeting and make all necessary arrangements. The program agenda shall be mailed to the Council members 30 days in advance of the Annual Meeting. Section 6. Membership Committee. This Committee shall be composed of at least three members of the Council. Obligation. This Committee shall endeavor to increase the membership of the Council. Section 7. Nominating Committee. This Committee shall consist of three members appointed by the Co-chairpersons. a. The Committee shall present a slate of no more than two candidates for each vacant elective position of Co-chairperson-elect, Recording Secretary, Corresponding Secretary, Treasurer and Products Manager. b. The candidates for office should represent the widespread interest groups present in the Council. For example, the candidates should include representatives from state and federal agencies, educational institutions and other persons interested in the desert tortoise. c. Prior approval shall be obtained from said candidates before their name is added to the slate of nominees. d. The Committee's list of nominees shall be sent to the Corresponding Secretary and shall be included in the program of the Annual Meeting. The list of nominees shall be mailed to members at least thirty days prior to the Annual Meeting. e. Floor nominations. Additional nominations from the floor may be placed on the Nominating Committee's slate during the Annual Business Session of the Annual Meeting. Such nominees must formally accept the nomination while present on the floor. No person can be nominated who is not present at the Business Session of the Annual Meeting. f. Balloting. When more than one nominee for an office has been nominated, written ballots shall be received from members present at the Annual Meeting by the Corresponding Secretary and shall be counted by the Corresponding Secretary and two members appointed by the Chairpersons. Balloting for an individual nominee (a single candidate for an office) may be taken by a show of hands or indicated by voice. g. Alternate. If the Corresponding Secretary's office is being contested, the Co-chairperson-elect will assume the obligations of Balloting. h. Members who are unable to attend the Annual meeting may vote by mail. Their ballots must be received by the Corresponding Secretary prior to the Annual Meeting. i. Election. The nominee receiving the largest number of votes (a plurality) shall be declared elected. No one may hold two elective positions simultaneously in the Council. Section 8. Bylaws Committee. The Committee shall be composed of the Council Co-chairpersons, the Recording Secretary, the Corresponding Secretary and the Treasurer. a. Obligation. It shall be the responsibility of the Bylaws Committee to draft changes and revisions in the Bylaws and present these changes to the Council for vote at the Annual Business Meeting. b. Recommendations. It shall be the responsibility of the Bylaws Committee to draft changes and revisions in the and Bylaws and present these changes to the council for vote at the Annual Business Meeting. c. Amendments. These Bylaws may be amended at the Annual Business Meeting by a two-thirds vote of the members present. Notice of proposed amendments shall be given to Council members at least thirty days in advance of the Annual Symposium. d. Acceptance. Amendments to the Bylaws must be voted on and passed by a two-thirds majority vote of the attending membership. Section 9. Ecosystem Advisory Committee. This Committee shall consist of a minimum of five members, who will represent interests in state and federal agencies, the academic community and conservation groups. Obligation. The Ecosystems Advisory Committee will keep informed of the status of the desert tortoise populations in the states of Utah, Nevada, Arizona and California; keep abreast of developments occurring which would affect the status of these populations; and review and provide comment on projects and issues which may affect wild tortoises. Section 10. Resolutions Committee. The Committee shall be composed of the Co-chairperson-elect (who will serve as Committee Chairperson), the most recently elected Co-chairperson and one other Council member. a. Obligation. It shall be the responsibility of the Resolutions Committee to draft resolutions in the accepted form and grammar, and present the resolutions for discussion and vote. Resolutions shall be passed either by majority vote of the assembled membership at the Annual Business Meeting or be majority vote of the Board of Directors. b. Recommendations. Council members may recommend adoption of resolutions by submitting such to the Chairperson of the Resolutions Committee at least thirty days prior to the Annual Meeting. Section 11. Audit Committee. The Audit Committee shall be composed of three Council members (non-officers), one of whom shall serve as Chairperson and shall be responsible for making an audit once a year or other such times as directed by The Board. Section 12. Awards Committee. The Awards Committee shall be composed of three members of the Council. Obligation. It shall be the responsibility of this Committee to make an annual award to a person or organization having made a significant contribution to the preservation or knowledge of desert tortoises. They shall also make other awards as they deem appropriate. All expenses shall have the prior approval of the Board of Directors. Section 13. Fund Raising Committee. This Committee shall consist of at least two members of the Council. Obligation. This Committee shall solicit donations and raise funds by other such methods as deemed appropriate, including handling door prize drawings at the Annual Business Meeting. Article VII - Meetings Section 1. Annual Business Meeting. The Annual Business Meeting of the Desert Tortoise Council shall be held yearly at a time and place to be determined by the Annual Program or Symposium Committee, subject to approval by the Board. The Annual Business Meeting shall be held for the purpose of electing officers, receiving reports, transacting other business and presenting papers. Section 2. General Meetings. Work sessions shall be held as needed. Section 3. Board of Directors Meetings. The Board of Directors (The Board) shall meet three times a year or as needed to transact business necessary to maintenance of the Council. Section 4. Meeting Notices. a. Annual Business Meeting. Council members shall be notified in writing at least ninety days prior to the Annual Business Meeting. b. Other Meetings. Council members shall be notified in writing at least thirty days prior to Other Meetings, except in emergencies. Section 5. Special Meetings. Special meetings may be called as necessary by the Co-chairpersons. Twenty members or more may request a special meeting in writing to the Co-chairpersons. Section 6. Voting on Motions. At all scheduled meetings, motions may be passed by a simple majority vote of the Council members present. A member may recuse him/herself from any deliberation or vote on decisions regarding individual issues or actions under consideration by the Council.  A member who recuses him/herself may participate in the discussion but may not vote.  The names of individuals who have recused themselves during a meeting shall be recorded in the minutes. Article VIII - Finances Section 1. Finances. Funds of the Council shall be under the supervision of the Treasurer and shall be handled by the Treasurer. Section 2. Disbursement. The Treasurer shall make no disbursement of funds of the Council other than routine purchases without authorization of the Co-chairpersons. The Treasurer shall deposit all funds of the Council in a bank approved by the Board of Directors, at frequent intervals, and in the name of the Council. The Treasurer shall balance the accounts at the end of each fiscal year and his/her written report shall reflect the adjustments as required by the annual audit. Section 3. Audit. An audit of the financial status of the Council shall be made once a year by the Audit Committee or other such times as directed by the Board of Directors. Section 4. Funds. Funds shall be derived from dues, special assessments, work projects, products and contributions. Section 5. Fiscal Year. The fiscal year of the Council shall begin on January 1 and end on December 31. Article IX - Parliamentary Authority Section 1. Robert's Rules of Order, Revised, shall govern the proceedings of the Council and the Board of Directors, subject to the special rules which have been or may be adopted.