BY-LAWS OF THE EUGENE NATURAL HISTORY SOCIETY, INC

BY-LAWS OF THE EUGENE NATURAL HISTORY SOCIETY, INC.

ARTICLE I - Name, Authority, and Location

Section 1. The name of this Corporation shall be: Eugene Natural History Society.

Section 2. The Eugene Natural History Society is a non-profit, scientific and educational association, incorporated under the statutes of the State of Oregon, and governed by a Board of Directors. The Corporation may involve itself in any matters that are within its authority as a domestic, non-profit corporation of the State of Oregon as granted by the Secretary of State.

Section 3. The principal place of this Corporation shall be located in Eugene, Oregon, at such place as the Board of Directors may from time to time designate, with an official agent as the Board of Directors may from time to time designate.

Current mailing address is:

P.O. Box 3082

Eugene, Oregon 97403

Current registered agent is:

Tom Titus

3550 Mill Street

Eugene, Oregon 97405

ARTICLE 2. - Purposes

Section 1. The purposes for which this Corporation is organized are:

a. To pursue scientific, educational, and recreational activities.

b. To study and implement conservation issues.

c. To acquire both real and personal property.

(1) To establish bank and/or savings accounts.

(2) To borrow money, and to do other such things as are provided by the laws of

the State of Oregon for a domestic, non-profit Corporation.

ARTICLE III -Membership

Section 1. Any person interested in any of the various fields of natural history is eligible for Membership in the society.

Section 2. To be a member in good standing, dues shall be paid according to a schedule prepared by the Board of Directors and ratified by the members at the Annual Meeting of the membership or any Special Meeting held for the purpose.

Section 3. Annual dues are payable on September 30 of each year. Life memberships may be paid at any time.

ARTICLE IV - Board of Directors

Section 1. The business and affairs of the Corporation shall be managed and controlled by a Board of Directors. The Board shall consist of 12 elected Directors, which shall consist of 6 officers and 6 Directors. The number of Directors for any year may be altered by the Members at the Annual Meeting; or at any Special Meeting held for the purpose.

Section 2. Directors shall be elected by the Members of the Corporation at the Annual Meeting, or at Special Meetings, and shall hold office for a term of one year, or until their successors are elected, beginning July 1.

Section 3. Vacancies occurring in the Board for any cause may be filled for the unexpired term by a majority vote of the Directors present at any Board meeting at which a quorum is present. Any Director who is absent from 3 or more consecutive Board meetings may be requested to vacate the position.

Section 4. The elected Directors shall not receive, directly or indirectly, any salary or other compensation from the Corporation. Employees of the Corporation shall receive such compensation as may from time to time be determined by the Board of Directors.

ARTICLE V - Officers and their Duties

Section 1. Officers.

a. The officers shall be a President, the Immediate Past President, a First Vice-President, a Second Vice-President, a Secretary, and a Treasurer.

Section 2. Duties.

a. The President of the Board shall be the Chief Executive Officer of the Corporation and shall preside at the Regular, Annual and Special Meetings of the Members and at the Regular and Special Meetings of the Board of Directors. The President shall call all meetings as herein provided, enforce these By-Laws, and present, at the Annual Meeting of the Corporation, a report on the activities of the Corporation.

b. The Vice-Presidents shall attend the meetings of the Corporation, preside at meetings in the absence of the President as the President or Board assigns, and perform such other duties as the Board of Directors shall from time to time prescribe.

c. The Secretary shall attend the meetings of the Corporation and record the proceedings of the Board of Directors at all its meetings and of the Membership at its Annual and Special meetings, and shall perform such other duties as the Board of Directors shall from time to time prescribe.

d. The Treasurer shall be the financial officer of the Corporation and shall receive and deposit in a bank or banks, to be approved by the Board of Directors, all the monies of the Corporation and keep an accurate account thereof. The Treasurer shall make disbursements, subject to such regulations as may be determined from time to time by the Board of Directors, and shall make reports of the finances of the Corporation annually and whenever requested by the Board of Directors. The Treasurer shall guide the preparation of the budget for the fiscal year. At the end of his/her term of office, the Treasurer shall deliver to his/her successor all books, monies, and other property of the Corporation then in his/her possession.

e. The Immediate Past President shall advise the Board in its deliberations and shall preside at any meetings as assigned by the President.

ARTICLE VI - Nominations and Elections

Section 1. Nominations.

a. The Board of Directors will prepare a slate of nominees to be elected as Directors and Officers at the Annual Meeting of the Corporation. Nominations may also be made from the floor at the Annual Meeting, provided prior consent of the Nominee has been obtained.

b. Nominations by the Board of Directors shall be published in the notice of the Annual Meeting.

Section 2. Elections.

Method of voting shall be at the discretion of the Board of Directors and the highest number of votes for each Officer or Director shall elect.

ARTICLE VII - Committees

Section 1. Executive committee.

The Officers of the Corporation shall constitute themselves an Executive Committee and, between meetings of the full board, shall exercise such powers as delegated to it by the Board of Directors. All actions of the Executive Committee shall be subject to the approval of the Board. The Executive Committee shall meet upon call of the President of the Board and a quorum shall consist of three (3) members.

Section 2. Special Committees.

The President, with the approval and consent of the Board of Directors, may appoint Special Committees at any time. A committee may be dissolved by the President at any time with the consent and approval of the Board of Directors. Committee Meetings shall be called by the Chairperson thereof.

ARTICLE VIII - Fiscal Affairs

Section 1. The Fiscal Year of the Corporation shall be from July 1 to June 30, both inclusive.

Section 2. After the close of each Fiscal Year of the Corporation, the financial transactions of the Corporation for the preceding Fiscal Year shall be audited by a person familiar with accounting procedures who is independent from the Treasurer, as directed by the Board of Directors. Report of such audit shall be made available to the Membership.

Section 3. All funds raised within the territory of the Corporation shall be deposited in banks or depositories in the name of the Corporation upon resolution made by the Board of Directors of the Corporation. All Withdrawals from such banks or depositories shall be made only by checks or similar orders bearing the signature of the Treasurer or the President. All bills shall be approved for payment by the Board of Directors.

Section 4. All officers and other persons who may be authorized by the Board of Directors to receive or disburse funds of the Corporation may be required to furnish bonds for the faithful discharge of their duties, in such sums and with such surety and on such conditions as the Board of Directors shall from time to time determine or authorize. The expense of such bonds shall be borne by the Corporation.

Section 5. A budget for the new Fiscal Year shall be prepared by the Treasurer for approval by the Board of Directors at its last meeting prior to the Annual Meeting in May.

Section 6. In the event of dissolution or termination, the assets of the Corporation in excess of that required to satisfy its obligations and liabilities shall be given over to the University of Oregon Museum of Natural and Cultural History in Eugene, Oregon, and shall not inure to any individual.

ARTICLE IX - Meetings

Section 1. Membership meetings.

a. Regular Membership Meetings shall be held from September through May, on the third Friday of each month, if that day is convenient. The day of the meeting may be changed by the Board of Directors.

b. Special Membership Meetings may be called at the discretion of the President, or upon the request of 4 Directors, or 12 members.

               c. The Regular Membership Meeting held in May shall be considered the Annual Meeting of the Corporation, unless the Board of Directors specifies an earlier date.

d. Notice of Regular, Special, or Annual Meetings shall be mailed or sent electronically to the members in good standing not less than 5 days nor more than 30 days before the meeting.

e. A Quorum at these meetings shall be 10 percent of the current membership. Every member shall be entitled to one (1) vote.

Section 2. Board Meetings.

a. Regular Meetings of the Board of Directors shall be monthly, on such dates and at such times as the members of the Board may from time to time decide.

b. Special Meetings of the Board of Directors may be called at any time by the President of the Board and shall be called upon the request of any two members of the Board.

c. Notice of all Regular and Special Meetings of the Board shall be delivered to each Director at least two days before the meeting; but any meeting of the Board of Directors shall be a legal meeting without notice if each Director, by a writing filed with the records of the meeting, waives such notice.

d. A Quorum shall be (5) Members of the Board of Directors.

e. Any member of the Corporation in good standing may attend meetings of the Board of Directors.

ARTICLE X - Rules of Order

Section 1. "Robert's Rules of Order" shall be the parliamentary authority for all matters of procedure not specifically covered by these By-Laws.

ARTICLE XI - Amendments.

Section 1. These By-Laws may be added to or amended at the Annual Meeting or at a Special Meeting called for the purpose. Published notice of such meeting shall be made available to the members at least 30 days in advance of such meeting. At the meeting following publication, the amendments and their effects shall be explained.

Section 2. A 2/3 vote of the members present at the following meeting shall be required for approval.

SUBSEQUENT ACTION

These By-Laws, as amended, were presented to, and ratified by, the Membership at its Meeting of

Date______________________________ President _____________________________

(signature)

Secretary _____________________________

(signature)