BY-LAWS OF THE New York Zoological Society AMENDED TO JANUARY 18, 1921. ARTICLE I. MEETINGS OF THE SOCIETY SECTION 1. The office and place of business of the New York Zoological Society shall be in the City of New York, unless otherwise ordered. SEC. 2. The Society shall hold its annual meeting for the election of Managers, and other business, on the second Tuesday of January, or such day thereafter during the month of January to which said annual meeting shall adjourn. SEC. 3. Special meetings of the Society shall be called by the Secretary, upon the request of the President or the Chairman of the Executive Committee, or at the written request of ten members. SEC. 4. Notices of all meetings shall be mailed to each member of the Society at least three days before such meeting. SEC. 5. At meetings of the Society twenty members shall constitute a quorum. SEC. 6. The order of business shall be as follows: 1. Roll Call. 2. Reading of minutes not previously read. 3. Report of Executive Committee. 4. Report of Secretary. 5. Report of Treasurer. 6. Report of the Director of the Zoological Park. 7. Report of Director of the Aquarium. 8. Election of Managers. 9. Communications. 10. Miscellaneous business. 11. Reports and resolutions. ARTICLE II. BOARD OF MANAGERS SEC. 1. The Board of Managers shall consist of thirty-six members, together with the Mayor of New York and President of the Park Board, or Commissioner for the Bronx, who shall be members ex-officio of the Board. SEC. 2. Nineteen Managers shall constitute a quorum, but ten Managers may transact current business, and adjourn, subject to the subsequent approval of a meeting at which a quorum shall be present. SEC. 3. The Board of Managers shall hold an annual meeting on the third Tuesday of January, or on such day thereafter to which said annual meeting shall adjourn. Regular meetings of the Board may also be called by the Secretary on the third Tuesdays of October and April upon the request of the President or Chairman of the Executive Committee. Special meetings of the Board shall be called at any time by the Secretary upon the request of the President or Chairman of the Executive Committee, or at the written request of five managers. SEC. 4. Notices of meetings of the board shall be mailed to each Manager at least three days before such meetings. SEC. 5. The successors to the outgoing class of Managers shall be elected by the Society at its annual meeting, but vacancies in the board may be filled for the unexpired term by the Board of Managers, or by the Executive Committee. SEC. 6. A Nominating Committee shall be annually appointed by the Executive Committee, and shall consist of three members of the Society at large, who shall nominate and post ten days before the annual election the names of twelve persons to succeed the outgoing class of Managers in a conspicuous place in the office of the Society. SEC. 7. No person shall be eligible for the election of the Board of Managers except to fill vacancies, unless his name shall have been posted as a candidate by such committee, or by not less than ten members, in writing, in a conspicuous place in the office of the Society ten days before the annual election. All candidates for election as Managers must be Life Members, Patrons, Associate Founders, or Founders of the Society. SEC. 8. Any Manager who shall fail to attend three consecutive meetings of the Board, unless excused by a vote of the Board, shall cease to be a Manager. SEC. 9. The Board of Managers shall at its annual meeting elect a President, two Vice-Presidents, a Secretary, and Treasurer, who shall hold office for one year, or until their successors are elected. The President, Vice-Presidents, and Treasurer shall be members of the Board. SEC. 10. The Director of the Zoological Park, the Director of the Aquarium, and all other persons employed by the Society, shall be appointed by the Board or by the Executive Committee, and shall hold office during the pleasure of the Board. SEC. 11. The Board shall, at its annual meeting, elect an Executive Committee and Auditing Committee, which shall hold office for one year, or until their successors are elected. The Board of Managers and the Executive Committee shall also have authority to appoint such other Committees or officers as they may at any time deem advisable and to delegate to them such powers as may be necessary. SEC. 12. The order of business of the meetings of the Board shall be as follows: 1. Roll Call. 2. Reading of minutes not previously read. 3. Report of Executive Committee. 4. Report of Secretary. 5. Report of Treasurer. SEC. 13. All reports and resolutions shall be in writing, and the ayes and nays may be called on any resolution at the request of one Manager. SEC. 14. Whenever the funds of the Society shall permit, the Board of Managers or the Executive Committee may award medals or other prizes for meritorious work connected with the objects of the Society. ARTICLE III. OFFICERS SEC. 1. The officers of the Society shall consist of a President, two VicePresidents, a Treasurer, a Secretary, and a Director of the Zoological Park. These officers, with the exception of the Director, shall be elected at the annual meeting of the Board of Managers, but any vacancy may be filled for an unexpired term by the Board of Managers, or by the Executive Committee, until the next annual election. SEC. 2. The President shall preside at all meetings of the Board and of the Society, and shall be ex-officio a member of the Executive and Auditing Committees. SEC. 3. The Vice-Presidents shall, in the absence of the President, perform his duties and possess his powers, acting in the order of their election. SEC. 4. The Treasurer shall receive, collect and hold, subject to the order of the Board of Managers, or the Executive Committee, all dues, subscriptions, warrants from the City, fees and securities. He shall pay all bills as ordered by the Board of Managers or the Executive Committee, and shall report to the Society at its annual meeting, and to the Board of Managers at all regular meetings, and to the Executive Committee at each meeting. He shall keep all moneys and securities in some bank or trust company to be approved by the Board of Managers or Executive Committee. The books of the Society shall at all times be open to the inspection of the Managers. SEC. 5. The Secretary shall be a salaried officer of the Society. He shall be present, unless otherwise relieved by the Board or Executive Committee, at all meetings of the Society, of the Board and of the Standing Committees. He shall keep a careful record of all proceedings, shall have the custody of the seal, archives and books, other than books of account, and shall conduct the correspondence of the Society. He shall issue all notices and tickets, and shall perform such other duties as the Board may direct. He shall be a member ex-officio of the Executive, Aquarium, and Auditing Committees, and of the Scientific Council. SEC. 6. The Director of the Zoological Park shall be elected annually by the Executive Committee at a salary to be determined by said Committee, and shall hold office until removed or his successor chosen by said Committee. He shall be the responsible administrative officer of the Park, and shall recommend to the Executive Committee candidates for the various positions in the Park. He shall also perform all such other duties in connection with the business, scientific, and literary administration of the Society as may be assigned to him by the Executive Committee. SEC. 7. The Director of the Aquarium shall be elected annually by the Executive Committee, and shall hold office until removed or his successor is chosen by said Committee. He shall be the responsible administrative officer of the Aquarium, and shall recommend to the Executive Committee all candidates for positions in the Aquarium. The director of the Aquarium shall be ex-officio a member and Chairman of the Aquarium Committee. He shall perform such other duties in connection with the Aquarium as may be assigned to him by the Executive Committee. ARTICLE IV. COMMITTEES SEC. 1. There shall be two standing committees, the Executive Committee and the Auditing Committee, which shall hold office for one year or until their successors are elected. SEC. 2. The Executive Committee shall consist of eight Managers, together with the President, Secretary and Treasurer of the Society ex-officio. Four members including the Chairman shall constitute a quorum, and all meetings shall be called by the Chairman. The Executive Committee shall fill all vacancies in its own number and shall have the full power of the Board of Managers, except so far as such delegation of power may be contrary to law. SEC. 3. The Executive Committee shall have the control and regulation of the collections, library, and all other property of the Society, and shall have power to purchase, sell, and exchange specimens and books, to employ and control all officials and employees of the Society, Park, and Aquarium, and generally to carry out in detail the directions of the Board of Managers and the terms of any contract between the City, or Park Board, and the Society. SEC. 4. All the rules and regulations for the examination of applicants for the various positions in the Park and Aquarium shall be made or approved by the Executive Committee. SEC. 5. The Executive Committee may regulate the auditing and payment for all current accounts. SEC. 6. The Executive Committee shall annually appoint an Aquarium Committee, whose duties and powers are set forth in Section II of Article IV of these By-Laws. SEC. 7. The Executive Committee shall annually appoint a Nominating Committee, whose duties and powers are set forth in Sections 6 and 7, Article II, of these By-Laws. SEC. 8. It shall also appoint a Scientific Council, whose powers and duties are set forth in Section 2 of Article V of these By-Laws. SEC. 9. The Committee shall make a written report at each regular meeting of the Board of Managers. SEC. 10. The Auditing Committee shall consist of three regular members of the Society, in addition to the President and Secretary, members ex-officio, and vacancies shall be filled by the Executive Committee. It shall be the duty of the Auditing Committee to audit, annually, the accounts of the Treasurer, of the Director of the Zoological Park, and of the Director of the Aquarium, and any other accounts of the Society, and shall report to the Board of Managers at its annual meeting. SEC. 11. The Executive Committee shall annually appoint an Aquarium Committee, not to exceed eight members of this Society, who shall hold office until their successors are chosen. All vacancies shall be filled by the Executive Committee. The Director of the Aquarium shall be ex-officio a member and the Chairman of the Aquarium Committee, and such Committee may vest in him any or all of its powers. The Chairman of the Executive Committee and the Secretary of the Society shall also be ex-officio members of the Aquarium Committee. Three members shall constitute a quorum. The Executive Committee may delegate to the Aquarium Committee such powers as it may deem proper. ARTICLE V. SCIENTIFIC COUNCIL SEC. 1. The Executive Committee shall annually appoint a Scientific Council of not more than ten members, and shall fill all vacancies. Members of the Council shall hold office until their successors are appointed. SEC. 2. The duties of the Council shall be to act as an advisory board in all matters pertaining to the scientific administration of the Society, and especially as to the scientific features of the Park, the promotion of zoology by publications and otherwise, and the preservation of the native fauna of America. SEC. 3. Four members, including the Chairman, shall constitute a quorum. The Chairman shall be elected annually by the Council. The Chairman of the Executive Committee and the Secretary of the Society shall be members ex-officio of the Council. ARTICLE VI. MEMBERS SEC. 1. The present members and such others as shall become associated with them, under the conditions prescribed by the By-Laws, shall be members of this Society as long as they shall comply with the By-Laws. SEC. 2. Members failing to comply with these By-Laws, or for other good and sufficient cause, may be expelled from the Society by the Executive Čom mittee. SEC. 3. Candidates for membership shall be proposed and seconded by members of the Society. The name, occupation, and place of residence of every member as proposed shall be submitted for election to the Board of Managers or the Executive Committee, and such person, when elected, shall become a member upon payment of the annual dues, or of the fees as prescribed below. SEC. 4. There shall be a class known as Fellows, which shall consist of members of the Society who have rendered marked services to science, and shall be chosen by the Executive Committee. The privileges of Fellows shall be in all respects the same as those of regular members of the Society, but they shall be exempt from the payment of annual dues. SEC. 5. The annual dues shall be ten dollars, payable in advance, on the first day of May of each year, but the Executive Committee may remit the dues |