ARTICLE I.

Name

Section 1.

The name of this organization is the Virginia Herpetological Society, hereafter referred to as the "Society."

ARTICLE II.

Purpose

Section 1.

To work to perpetuate the conservation of native reptiles and amphibians through education and dissemination of scientific information through the facilities of the Society.

Section 2.

To encourage conservation of wildlife in general, and of native reptiles and amphibians in particular.

Section 3.

To promote research in herpetology by the sharing of information among members and through cooperation with amateur and professional herpetologists.

Section 4.

To educate the public and members, and to exchange information and resources with other herpetological societies by means of a bulletin and specific activities such as field trips or speakers.

ARTICLE III.

By-laws

The Society shall establish by-laws concerning the organization and procedures to be followed.

ARTICLE IV.

General Prohibitions

Notwithstanding any provision of these Articles of Incorporation or the By-laws which might result in a contrary interpretation:

1.

the Society shall be organized and operated primanly for native herpetological conservation, scientific and educational purposes;

2.

no part of the net earnings of the Society shall or may under any circumstances inure to the benefit of any private shareholder or individual;

3.

no substantial part of the activities of the Society shall consist of carrying on propaganda, or otherwise attempting to influence legislation;

4.

the Society shall not participate in, or intervene in (including publishing or distribution of statements), any political campaign on behalf of any candidate for public office;

5.

the Society shall not be organized or operated for profit;

6.

the Society shall not:

a.

lend any part of its income or corpus, without the receipt of adequate security and a reasonable rate of interest;

b.

pay any compensation, in excess of a reasonable allowance for salaries or other compensation for personal services actually rendered;

c.

make any part of its services available on a preferential basis

d.

make any purchase of securities or any other property for more than adequate consideration in money or money's worth from;

e.

sell any securities or other property for less than adequate consideration in money or money's worth to; or

f.

engage in any other transactions which result in a substantial diversion of its income or corpus to; any officer, or substantial contributor to the organization.

The prohibitions contained in this subsection 6 do not mean to imply that the organization may make such loans, payments, or sales to or purchases from anyone else unless such authority be given or implied by other provisions of this Articles of Incorporation or By-laws.

ARTICLE V.

Amendments

Section 1

Amendments to the constitution may be proposed by a petition to the Secretary signed by 25% of the membership.

Section 2.

Proposed amendments must be passed by a 2/3 majority of the members in attendance at a meeting of the Society.

ARTICLE VI.

Distribution on Dissolution

Upon the dissolution of the Society, the officers shall, after paying or making provision for the payment of all of the liabilities of the Society, dispose of all of the assets of the Society exclusively for the purposes of the Society in such manner, or to such organization or organizations organized and operated exclusively for charitable, education, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the officers shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Society is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

VIRGINIA HERPETOLOGICAL SOCIETY BY-LAWS

ARTICLE I.

Amendments

Section 1.

Amendments to the By-Laws may be proposed by a petition to the Secretary signed by 25% of the membership.

Section 2.

Proposed amendments must be passed by a 2/3 majority of the members in attendance at a meeting of the society.

ARTICLE II.

Members

Section 1

Membership shall be open to all persons who shall make formal application to the Secretary and pay the Treasurer the prescribed dues.

The Virginia Herpetological Society is open to all people, regardless of age, race, color, disability, gender, national origin, political affiliation, religion, sexual orientation, veteran status, or any other basis protected by law.

Section 2.

The officers of the Society shall have the right to refuse any new member or to terminate the membership of an existing member for cause and without prior notice. However, a terminated person may appeal to the business meeting of the Society. Termination of memberships: Based upon request, lack of support for the VHS program, or evidence that the individual is engaging in activities that are contrary to the stated objectives of the VHS.

Section 3.

Each paid membership is entitled to one vote.

ARTICLE III.

The Officers

Section 1.

The officers of the Society shall be of two kinds, elective and appointive

a.

The elected officers shall be President, Vice-President, Secretary-Treasurer, and the immediate Past-president.

b.

The appointed officers shall be Editor of Catesbeiana, Editor of the Society newsletter, Editor of Website, Manager of Permits, Manager of Merchandise, and the chairpersons of the standing committees, and shall be appointed by the President in majority agreement with the other elected officers. This is to be done every election cycle.

c.

Elected officers may be removed from office by a two-third majority vote of the voting members at a Business Meeting. Any voting member may request the impeachment of an officer by submitting a written request to the Secretary prior to a Business meeting. The request for impeachment should list the officer and the cause(s) the member believes warrant removal from office. The officer and the President shall be informed at least one month prior to the meeting. At the Business meeting, the Secretary shall read the request for impeachment before opening the floor for discussion. Following any discussion, a vote to remove the elected officer will occur.

d.

If an elected officer is removed from office, the position is then declared vacant. If the officer is the President, the Vice-President then assumes the Presidency. If the officer holds any other office, an election will be held at the following business meeting to fill the vacancy. Reasons for removal from office shall include but not be limited to: failure to carry out the duties of the office, acting in contrary to our mission statement, and illegal activities.

Section 2.

No one individual may hold two or more elective offices concurrently.

Section 3.

The terms of office for all elected officers of the Society shall be for two years.

Section 4.

The duties of the elective officers shall be as follows:

a.

The president shall preside at meetings of the Society and its officers; shall be nominal head of the Society; shall rule on questions of procedure that may arise; shall appoint ad hoc committees at his/her discretion.

b.

The Vice-President shall fulfill the duties of the President when the latter is absent. He/she shall assume the Presidency should that office become vacant during a term. He/she shall select the meeting sites for the Society.

c.

The Secretary shall maintain the records of the Society and its offices; shall notify the membership of pertinent business; shall be responsible for all general correspondences of the Society. The Secretary shall make a report to the membership at each meeting.

d.

The Treasurer shall accept and process applications for membership, shall keep records and accounts of the Society including all monies received and disbursed, shall collect the annual dues and maintain the membership roster for email correspondence by the executive committee; and shall be responsible for all financial reports required by the business of the Society. The Treasurer shall make a report to the membership at each meeting.

e.

The President will appoint member(s) to fill vacated office(s) until the next scheduled election.

Section 5.

All records and implements of the office shall be turned over by any officer to his successor immediately subsequent to the latter's assumption of the office.

Section 6.

The duties of the Editor(s) of Catesbeiana shall be as follows: The Editor(s) shall be responsible for all phases of its publication and may appoint staff members to assist him/her. Catesbeiana is devoted to the publication of observations and original research related to the natural history of Virginia's native reptiles and amphibians.

The duties of the Editor(s) of the Newsletter shall be as follows: The Editor(s) shall be responsible for all phases of the Newsletter's publication and may appoint staff members to assist him/her. The Editor(s) is obligated to publish communications of the Society and its officers as determined by the committee and to include other items consistent with the stated objectives of the Society. The Newsletter is devoted to broader issues in herpetology and is the medium for news and announcements. The editor(s) shall report biannually to the officers to whom they are responsible.

Section 7.

The Manager of Merchandise shall maintain an online store and be responsible for organizing the purchase, transport, and sale, of merchandise at functions sanctioned by the Society. New merchandise will be approved by the President before sale.

Section 8.

The Manager of Permits shall be responsible for ensuring the Society is compliant with permits of permission correspondence required for all activities within the state and within any given property.

Section 9.

The Editor of the Website shall be responsible for developing and maintaining the Society’s website and / or other cyber presence as well as curate the Society’s email groups.

Section 10.

Appointed officers serve at the pleasure of the President and may be replaced at any time for any reason. If a voting member believes an appointed officer/committee chair should be removed from office, they shall make a petition to the President, citing the reason(s) they believe warrant removal from office. If the President finds merit in the reason(s) they shall first attempt dialog with the officer/chair to attempt to remedy the problem. If this attempt fails, the President may remove and replace the officer/chair.

ARTICLE IV

The Executive Council of the Society

Section 1.

The Executive Committee of the Society shall consist of the elected officials, President, Vice-President, Secretary/Treasurer, immediate Past-president, the Editor(s) of the Society's Publications, and chairpersons of the standing committees.

Section 2.

The Executive Council shall be empowered to manage the affairs of the Society.

Section 3.

The Executive Committee shall set policy as is needed to coordinate the contents of the various media, with the exception to Catesbeiana and the newsletter, so as to further the stated objects of the Society and to ensure the availability and distribution of the several items.

Section 4.

Standing Committees are permanent committees of substantial importance to the goals and functions of the Society. The Chairpersons of all standing committees are appointed or re-appointed by the President in consultation with the other elected officers at the beginning of each election cycle. The Committee Chair shall recruit members (usually at least three) to serve on the committee. The Chairpersons of all standing committees shall serve on the Society’s Executive Committee.

a) Education – The Standing Education Committee shall cultivate a variety of educational programs and materials for the general public and for the membership pertaining to the amphibians and reptiles of Virginia

b) Research – The Standing Research Committee shall be responsible for promoting herpetological research within the state through our grants program and citizen science opportunities, organizing herpetological surveys, and evaluating research partnerships or assistance requests from external organizations.

c) Conservation – The Standing Conservation Committee shall work toward the preservation and proliferation of native Virginian herpetofauna, assisting land managers and educating on legislation when needed. They will keep membership informed of conservation issues and developments within the state.

Section 5.

Ad Hoc Committees are temporary in nature and function to address a limited goal or need of the Society. The Chairpersons of ad hoc committees are appointed annually by the President as needed.

ARTICLE V.

Elections of Officers

Section 1.

The President shall appoint members of the Society to serve as a nominating committee.

Section 2.

The Nominating Committee shall present a slate of at least one candidate for each office to be filled. The slate must be presented on multiple platforms at least two weeks prior to the fall meeting, at which time nominations may be made by the membership.

Section 3.

The Nominating Committee or a member of the Society, proposing a nominee, shall obtain the consent of the candidate to serve if elected.

Section 4.

Voting shall take place at the fall meeting. The Secretary/Treasurer shall count the votes and the results of the election shall be communicated to the membership via the Newsletter.

Section 5.

The Secretary/Treasurer shall inform the elected candidates of their election. Newly elected persons will take office immediately following the election.

ARTICLE VI.

Meetings

Section 1.

The Society shall hold a meeting at a time and place set by the Executive Committee of the Society.

Section 2.

The membership shall be informed in writing of the time and place of the meetings not later than one month prior to the opening of the meeting.

Section 3.

Special meetings may be called by vote of a majority of the Executive Committee, or on a petition of a quorum of the membership. The time and place of such special meetings must be announced to the membership on multiple platforms within a reasonable amount of time as the situation calls for prior to the meeting.

Section 4.

50% of the paid membership will constitute a quorum to petition for a special meeting.

Section 5.

All meetings shall be conducted under Robert's Rules of Order.

ARTICLE VII..

Dues

Section 1.

The Executive Council shall be authorized to establish such dues as are compatible with the financial status of the Society.

Section 2.

A member in arrears for payment of dues for a period of 6 months after the conclusion of the current membership year shall be dropped from the role after due notice from the Secretary.

ARTICLE VIII.

Budget

Section 1.

The fiscal year of the Society shall embrace the period of 1 January through 31 December of the same year.

Section 2.

The Executive Committee shall be responsible for developing and reviewing fiscal procedures, a fundraising plan, and an annual budget with staff.

Section 3.

A proposed budget for the next fiscal year shall be presented to the Executive Committee at least two months prior to December 31st. The proposed budget shall be approved by the Executive Committee for the upcoming fiscal year.

Section 4.

Two-third majority of the Executive Committee must approve the budget for it to pass, and all expenditures must be within the budget for that fiscal year. Revisions to the budget may be made at any time by a majority vote of the board members present at any meeting, provided that written notice of such be provided to all Executive Committee members at least seven days prior to the meeting.

Section 5.

The President shall provide written authorization of the expenditures of VHS funds. The President has authority to approve expenditures under $500 per his or her discretion. Expenditures in excess of $500 will be discussed with the Executive Committee prior to any authorizations. Expenditures in excess of $500 must be approved by two-third majority vote by the Executive Committee.

Section 6.

Purchases having received written authorization from the President will be made or reimbursed through the Treasurer.

ARTICLE IX.

Amendment of the By-laws

Section 1.

Amendments to the Articles of Incorporation and By-laws may be proposed by any member of the VHS

Section 2.

Amendments should be submitted in writing or email to the VHS Secretary prior to a Business meeting.

Section 3.

The Secretary shall read the proposed amendment at the Business meeting following receipt of the proposal. Discussion may follow the introduction of the proposal. If the proposal receives a vote of 50% of the members present, it shall come to the floor of the next business meeting.

Section 4.

Such amendments shall be published on multiple platforms by a member of the Executive Committee to the general membership at least one month prior to the meeting at which they are to be discussed.

Section 5.

Following reading of the proposed amendment and any subsequent discussion, if the amendment receives a two-thirds vote of the members present, in favor of the proposal, it shall be added to the By-laws and published in the next scheduled issue of the Newsletter

ARTICLE IX.

VHS Seal

The official seal of the Virginia Herpetological Society (VHS), shall be a perfect circle representing the total membership, and it shall enclose the outline or silhouette of the Commonwealth of Virginia; the circle shall touch upon the eastern shore, the Great Dismal Swamp, and the extreme southwestern tip of the state in the vicinity of Cumberland Gap National Historical Park; above the state outline in the space made by the greater arc, is a silhouette of a black rat snake (Elaphe o. obsoleta) to represent the reptilians native to Virginia; in the lower arc beneath the state outline is a likeness of the spotted salamander (Ambystoma maculatum) to represent all indigenous amphibians.  Both of these species are believed to be statewide reflecting the geographic limits of the society. The seal dates from the founding of the society in March of 1958, and is affixed hereto: