Articles of Incorporation:  

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 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 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 this Constitution or the By-laws which might result in a contrary interpretation:
1.
the Society shall be organized and operated exclusively for 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 Constitution 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.
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.
 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 general 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 II.

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, and the chairpersons of the standing committees, and shall be appointed by the President in consultation with the other elected officers.

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/Treasurer shall maintain the records of the Society and its offices; shall notify the membership of pertinent business; shall be responsible for all general correspondence of the Society; shall be responsible for keeping the mailing list, accepting and processing applications for membership, and putting out all PR for soliciting members; shall keep records and accounts of the Society including all monies received and disbursed, shall collect the annual dues and maintain the membership roster; and shall be responsible for all financial reports required by the business of the Society.  The Secretary/Treasurer shall make a report to the membership at each meeting.

d.
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 natural history of Virginia's Reptiles and Amphibians.
Section 7.

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 all communications of the Society and its officers on first priority and to include, as space permits, other items consonant  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 annually to the officers to whom they are responsible.

ARTICLE III.  

The Executive Council of the Society
Section 1.

The Executive Council of the Society shall consist of the 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 Council shall fill any vacancy occurring among officers, except that of  President, by an appointment for the unexpired term.
 Section 4.

The Executive Council shall be specifically responsible for any publications of the Society and shall set policy as is needed to coordinate the contents of the various media so as to further the stated objectives of the Society and  to insure the availability and distribution of the several items.

ARTICLE IV. 

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 at 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 V.
Meetings
Section 1.
The Society shall hold a meeting at a time and place set by the Executive Council 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 Council, or on a petition of a quorum of the membership.  The time and place of such special meetings must be announced to the membership in writing at least  two weeks 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 VI. 
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 conclusion of the current membership year  shall be dropped from the role after due notice from the Secretary.
ARTICLE VII.
Fiscal Year

Section 1.
The fiscal year of the Society shall embrace the period of 1 January through 31 December of the same year.
ARTICLE VIII.
Amendment of the By-laws

Section 1.
Amendments may be proposed by the Executive Council or by petition to the Secretary by 25% of the members of the Society.

Section 2.

Proposed amendments by petition must be submitted in writing to the Secretary/Treasurer at least three months before the general meetings at which time they are to be discussed.
Section 3.

Such amendments shall be submitted in writing by the Secretary/Treasurer to the general membership at least one month prior to the meeting at which they are to be discussed.
Section 4.
To be approved, an amendment must receive a positive vote by two-thirds of those voting at the general meeting.
Section 5.

Any adopted amendment shall become an integral part of 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: