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ARTICLE I. NAME, OBJECTIVES, AND COMPOSITION

Section 1. NAME:

The name of this organization shall be The Wildlife Society, Inc., hereinafter referred to as "the Society."

Section 2. OBJECTIVES:

The principal objectives of the Society are:

1. to develop and promote sound stewardship of wildlife resources and of the environments upon which wildlife and humans depend;

2. to undertake an active role in preventing human-induced environmental degradation;

3. to increase awareness and appreciation of wildlife values; and

4. to seek the highest standards in all activities of the wildlife profession.

Section 3. COMPOSITION:

The Society shall be composed of those professionals and others, regardless of race, religion, sex, or nationality who are interested in wildlife resources, and who subscribe to the Society's objectives and Code of Ethics. ARTICLE II. CODE OF ETHICS

Section 1. CODE OF ETHICS: Each member, in striving to meet the objectives of the Society, pledges to:

1. Subscribe to the highest standards of integrity and conduct

2. Recognize research and scientific management of wildlife and their environments as primary goals

3. Disseminate information to promote understanding of, and appreciation for, values of wildlife and their habitats

4. Strive to increase knowledge and skills to advance the practice of wildlife management

5. Promote competence in the field of wildlife management by supporting high standards of education, employment, and performance

6. Encourage the use of sound biological information in management decisions; and,

7. Support fair and uniform standards of employment and treatment of those professionally engaged in the practice of wildlife management.

Section 2. ENFORCEMENT: Violations of this Code by a member may result in censure or censure and suspension from membership in the Society. All reported violations will be reviewed by a Presidentially appointed Board of Inquiry or by the Council of the Society, hereinafter referred to as "the Council." ARTICLE III. MEMBERSHIP

Section 1. MEMBERSHIP ELIGIBILITY AND STATUS: Membership in an appropriate class listed in Section 2 below shall be open to all persons and organizations interested in wildlife resources.

Section 2. MEMBERSHIP CLASSES: The membership of the Society shall consist of the following Voting and Non-voting classes.

CLAUSE A--VOTING Includes the following:

1. REGULAR MEMBER: Those members who pay dues and who are not defined below or in ClauseB.

2. LIFE MEMBER: A Voting Member so enrolled prior to August 24, 1965. Privileges and benefits are the same as for Regular Member, except the Life Member may request lesser benefits.

3. RETIRED MEMBER: A member retired from full-time employment after having been a Society member for 25 years or more will be granted Retired member status upon application to the Executive Director. Those already in retired status prior to the adoption of these Bylaws will be continued in retired status.

4. STUDENT MEMBER: An individual enrolled in full-time college level wildlife or directly related curricula. This membership status shall not exceed seven years. Student members must be endorsed by a non-Student Voting Member knowledgeable about the applicant's student status.

5. HONORARY MEMBER: A person so recognized by the Council for distinguished service or outstanding achievement. Recipients of the Aldo Leopold Award automatically become Honorary Members.

CLAUSE B: NON-VOTING 1. EXCHANGE MEMBERSHIP: This membership class is available upon approval of the Council to those groups with whom the Society may exchange publications, information, or services.

Section 3. DUES CLAUSE A: ESTABLISHMENT AND PAYMENT 1. Annual dues shall include a basic fee for operations and services of the Society and the Society's official publication of record. The actual costs of those periodicals selected by the member are in addition to the basic fee. Council may adjust the basic fee each year within the limits indicated by the change in the Consumer Price Index (CPI) occurring May to May. Adjustments in the basic fee in excess of that limit shall be submitted to the membership for approval.

2. Dues and periodical rates shall be payable annually on a calendar year basis.

CLAUSE B: DUES LEVELS AND MODIFICATION 1. The annual amount of dues paid for each membership class will vary with the basic fee, or adjustments thereof, plus annual rates set for periodicals as described in Clause A, but will include receipt of the official publication of record.

2. Student member dues are set at 50 percent of the Regular Member basic annual fee, rounded to the next highest dollar. Students may obtain desired periodicals at current rates.

3. Retired Members pay 25 percent of Regular Member basic annual fee and may obtain desired Society periodicals at current rates, all rounded to the next highest dollar.

4. Honorary, Life, and Exchange Members are exempt from dues and may receive all periodicals.

Section 4. PRIVILEGES:

Members in Voting and Non-Voting classes have the privileges and responsibilities of their respective and appropriate memberships. Only Members of Voting Classes shall be entitled to vote, hold office, and represent the Society's name or position officially when so appointed by the Council, its officers, or Administrative Board members of the Society's Sections and Chapters.

Section 5. REINSTATEMENT: Members forfeit their rights and privileges and shall not be entitled to vote, hold office, or to receive periodicals during the period of their delinquency, but shall be reinstated upon payment of dues for the current year in which a reinstatement application is made.

ARTICLE IV. ORGANIZATION

Section 1. THE WILDLIFE SOCIETY:

The Society is governed by a board of directors, the Council, which name is reserved for use by the Society; and the membership is organized into Sections, within which Chapters may be formed.

Section 2. THE COUNCIL

CLAUSE A--COMPOSITION: The Council shall be composed of the President, President-Elect, Vice-President, immediate Past President, and one elected Section Representative from each Section defined in Section 3 of this Article and a Representative from the Canadian Affiliate.

CLAUSE B DUTIES: The Council will set and pursue such principles and policies as shall be in accordance with the provisions of the Certificate of Incorporation, these Bylaws, and the Statutes of the District of Columbia.

The Council, by a majority vote, shall have the power to fill, for non-expired terms, vacancies occurring in its membership; recommend changes in the Bylaws; develop objectives, policies, and programs; maintain personnel employment practices and salaries for the Society staff; perform such other duties as are prescribed herein; and may assign to the Executive and Field Directors any Council responsibilities not otherwise reserved to it in the Bylaws.

CLAUSE C: EXECUTIVE COMMITTEE: To facilitate prompt action on behalf of the Council, there shall be an Executive Committee composed of the President, President-Elect, Vice-President, and immediate Past President. All interim action of the Executive Committee shall be reported to the Council at the next Council meeting.

Section 3. SOCIETY ORGANIZATION UNITS: AFFILIATES, SECTIONS, AND

CHAPTERS

CLAUSE A: DEFINITION AND ALIGNMENT

1. AFFILIATES: An Affiliate is an organization of wildlife professionals and conservationists of one or more nations whose objectives include focusing on national or multi-national conservation issues with a strong voice and identity. Objectives and Code of Ethics of an Affiliate shall conform to those of The Wildlife Society. An Affiliate may be formed upon petition to the Council by 10 or more Voting members of the Society and upon Council approval.

2. SECTIONS: Each Section shall include at least two states and/or provinces or comparable political entities and shall contain at least eight per cent of the total Voting Membership. A Society Section, Chapter, or group of members may petition the Council to, or the Council may, change geographic boundaries or numbers of Sections to maintain equitable representation and efficient management of Society affairs.

3. CHAPTERS: State, provincial, local, or student chapters may be formed to provide member-oriented activities at local levels within Sections, upon Section approval and upon petition to the Council by 10 or more Voting Members of the Society; and upon Council approval of Chapter Bylaws (Clause Q.

Ten or more Student Members of the Society duly enrolled as full-time students may follow the above procedures for forming a Student Chapter, provided they also shall have a Chapter Faculty Advisor who is a Voting member of the Society.

CLAUSE B: SECTION AND CHAPTER MEMBERSHIP: Membership is by approval, payment of dues, and conformance to bylaws of Sections and Chapters involved.

1. VOTING MEMBERS: All members of Voting Classes of the Society are eligible for membership in the Section and/or Chapter within which they reside, or in other units provided they conform to those units' Bylaws.

2. OTHER MEMBERS: Membership for persons interested in wildlife resources, but not members of the Society, may be provided for in Section and Chapter Bylaws. Other members may not hold office, vote on official matters relating to the Society, or officially represent the Society by Board or officer appointment. They may vote only in Section and Chapter elections and otherwise participate in activities and programs.

CLAUSE C BYLAWS: Sections and Chapters shall adopt and maintain Bylaws in substantial conformity with the current Model Bylaws approved by the Council. Such Bylaws shall require submission of an annual report, calendar year financial statement, records of elections, activity time sheets, and other official actions within 20 days thereof to the Executive Director, and in the case of

Chapters, also to the appropriate Section and Section Representative. Modifications of Council-approved Bylaws also must be approved by the Council.

CLAUSE D: REPRESENTATION TO COUNCIL

1. A Section Representative, elected by the Society Voting Members residing within the Section boundary, shall represent and serve as liaison to the Council for the Section, Chapters, and Members within that Section. Members of an Affiliate shall be represented on the Council by the Society Executive Committee, except that members of the Canadian Affiliate shall select a representative to the Council.

2. ADMINISTRATIVE BOARDS: Each Section and Chapter shall have an Administrative Board to advise the Section Representative and to govern Section affairs.

CLAUSE E: CHAPTER DISSOLUTION: A Chapter may be dissolved upon Section recommendation and approval by the Council, or for other reasons considered justifiable by the Council, such as violation of Society or Chapter Bylaws. The Chapter will be given a one-year dissolution notice. If at the end of this notice period, the problem(s) has(have) not been reconciled, the Chapter will be dissolved and the Chapter Charter will be recalled.

ARTICLE V. OFFICERS AND EXECUTIVE STAFF

Section 1. OFFICERS: The Officers of the Society shall be a President, President-Elect, Vice-President, immediate Past President, and the Executive Director who shall serve as Corporate Secretary and Treasurer. Only Voting Members may serve as an officer of the Society.

CLAUSE A: THE PRESIDENT: The President-Elect succeeds to the office of President for a one-year term. The President shall preside at all meetings of the Society, shall chair the Council and Executive Committee, shall appoint all committees, and shall perform all other duties incident to this office. In the temporary absence of the President, or upon that person's temporary inability to serve, the duties first shall be assumed by the President-Elect and then by the Vice-President. In the event none of these can serve, the Council shall appoint a President pro-tempore.

CLAUSE B: THE PRESIDENT-ELECT: The Vice-President succeeds to the office of President-Elect for a one-year term and shall be assigned specific executive and functional duties by the President.

CLAUSE C: THE VICE-PRESIDENT: shall be installed each year for a one-year term and be assigned duties by the President.

Section 2. EXECUTIVE STAFF: THE EXECUTIVE DIRECTOR AND THE FIELD DIRECTOR CLAUSE A: SELECTING AND TENURE: The Executive and Field Directors shall be selected by a majority vote of the Council, and shall serve at the pleasure of the Council.

CLAUSE B: EXECUTIVE DIRECTOR'S DUTIES AND RESPONSIBILITIES

1. The Executive Director shall be the Executive Officer of the Society under the general director of the Council and also shall serve as Corporate Secretary and Treasurer.

2. The Executive Director shall be responsible for executing the policies and programs developed by the Council and Society membership, and for carrying out all administrative and managerial affairs of the Society through its officers, staff, Council, committees, appointed representatives, Sections, and Chapters. Duties shall include, but not be limited to, the issuance of annual or special meeting notices, presentation of a report to the Society at its annual meeting, and carrying out other duties as assigned by, or assumed under the broad policies of the Council.

3. 1. The Executive Director, as the Corporate Treasurer, shall be responsible for all funds of the Society, except for the management of the permanent fund, which shall be under the supervision of the Board of Trustees (Article VIII, Section 3A). Assets in the general-fund accounts shall be made subject to the single signature of the Executive Director, Field Director, other designated staff, or other Voting Members approved by the Council.

   2. The Executive Director shall be responsible for the safekeeping of the permanent fund, including securities and other investments. Transactions involving permanent fund monies shall be subject to the dual signatures of the Executive Director and a Trustee or other Voting Member designated by the Council.

   3. The Executive Director and other general fund signatures shall be bonded at the Society's expense in the amount specified by the Council. An independent audit shall be made of the Society's accounts at the close of each fiscal year, as directed by the President, prior to reporting at the annual meeting.

CLAUSE C: FIELD DIRECTOR'S DUTIES AND RESPONSIBILITIES

1. The Field Director, under the Executive Director's supervision, shall fulfill those duties as described by the Council.

2. In the temporary absence of the Executive Director, the Field Director may assume all authority delegated to the Executive Director when directed to do so by the Executive Director or the Council.

ARTICLE VI. COUNCIL ELECTIONS AND OTHER BALLOTING

Section 1. NOMINATIONS AND ELECTION OF OFFICERS: The President shall appoint a Nominating Committee of at least five Voting Members, and a Ballot Validation Committee of three Voting Members. Before mid-July of each year the Nominating Committee shall submit to the Executive Director the names of two available Voting Members in good standing as nominees for Vice-President. Committee selections shall be published promptly in the Society's official publication of record. Within 30 days of the date of mailing of said issue, additional available nominees) may be submitted by any Voting Member in good standing, if supported in writing by 5 per cent of the Voting Membership.

Section 2. NOMINATIONS AND ELECTION OF SECTION REPRESENTATIVES: Each year before mid-July, the Nominating Committee shall submit to the Executive Director the names of two available Voting Members in good standing as nominees for Section Representative for those Sections where representatives' terms shall terminate the following year. Nominations shall be provided by the Section Boards involved, or, in absence thereof, the Society Nominating Committee shall select the two nominees. No nominee for Vice-President shall be nominated for Section Representative in the same election. Nominations shall be published promptly in the Society's official publication of record. Within 30 days of the date of mailing of said issue, additional available nominee(s) may be submitted by any Voting Member in good standing if supported in writing by 5 per cent of the Voting Membership within the Section represented.

Section 3. BALLOTING

CLAUSE A: OFFICERS-- Each year, a ballot for the election of a Vice-President shall be mailed to Voting Members. Forty-five days shall be allowed for ballot return from the membership. The Ballot Validation Committee shall validate the election by February 15 and shall publish the results promptly in the next available issue of the Society's official publication of record. In the event of a tie, the selection shall be made by, a majority vote of the Council.

CLAUSE B: SECTION REPRESENTATIVES: Each year a ballot for the election of Section Representatives for those whose terms shall terminate in the following year (see Section 2 of this Article) shall be mailed by the Executive Director to said Section's Voting Members. Forty-five days shall be allowed for ballot return from the membership. The Ballot Validation Committee shall validate the election and promptly publish the results in the next available issue of the Society's official publication of record.

• CLAUSE C: OTHER BALLOT VALIDATION: The Ballot Validation Committee shall validate other Society ballots within 45 days of the published ballot return deadline.

Section 4. TENURE OF OFFICE

CLAUSE A: INSTALLATION: All elected officers and representatives shall be installed at the annual meeting and shall serve until replaced.

CLAUSE B: THE PRESIDENT, PRESIDENT-ELECT, VICE-PRESIDENT, AND IMMEDIATE PAST PRESIDENT: each shall serve a one-year term of office.

CLAUSE C: SECTION REPRESENTATIVES: shall serve for three-year terms, overlapping so that one-third, more or less, of the representatives shall be nominated and elected each year. Representatives shall be ineligible to succeed themselves after two consecutive full terms.

Section 5. VACANCIES

CLAUSE A: PRESIDENT--A vacancy shall be filled by the President-Elect for the unexpired term of the office, and for his or her scheduled term.

CLAUSE B: PRESIDENT ELECT: A vacancy shall be filled by the Vice-President for the unexpired term of office and for his or her scheduled term.

CLAUSE C: VICE-PRESIDENT: A vacancy shall remain unfilled until the next scheduled election, when both a Vice-President and a President-Elect shall be elected. The Council shall select a Section Representative to serve in the stead of the Vice-President on the Executive Committee for the duration of the term.

CLAUSE D: PAST PRESIDENT: A vacancy shall remain unfilled for the duration of the term. The Council shall appoint a Section Representative to serve in the stead of the Past-President on the Executive Committee for the duration of the term.

CLAUSE E: SECTION REPRESENTATIVES: Vacancy(ies) in the office(s) of Section Representatives shall be filled for the remainder of the term from the eligible membership by a majority vote of the Council or by special election.

ARTICLE VII MEETINGS

Section 1. MEMBER MEETINGS

CLAUSE A: MEETING OF MEMBERS OF THE SOCIETY

1. Unless the Council directs otherwise, the annual meeting of the Society shall be held in March of each year. Other meetings may be held at such time and place as designated by the Council.

2. Due notice of the Society member meetings shall be given to all members at least 30 days in advance through the Society's official publication of record, or by letter or card.

3. A quorum for business meetings of the Society shall be 100 Voting Members. 4. The order of business and parliamentary procedures at meetings of the Society shall follow Robert's Rules of Order, Revised.

CLAUSE B: SECTION AND CHAPTER MEETINGS AND ACTIVITIES: shall be held in accordance with the Bylaws adopted by the respective unit. The Society encourages its members, through its Chapters and Sections, to hold, sponsor, or join other natural resource groups in sponsoring seminars, symposia, student conclaves, conferences, and other meetings for the purposes of exchanging scientific and professional experience and knowledge and otherwise promoting the objectives of the Society. Such meetings may involve any geographic area regardless of Chapter and Section boundaries and may be financed through such sources as dues, registration fees, and sales income.

Section 2. COUNCIL MEETINGS

CLAUSE A: FREQUENCY AND NOTICE: The regular annual meeting of the Council shall be held shortly preceding the Society's annual meeting or at such time and place as the Council may select. Special meetings of the Council may be called by the President or upon written request of three Council members when, in their opinion, the business of the Council so requires. Council members shall be notified at least 10 days prior to said special meetings.

CLAUSE B: PROXIES: In the event a member of the Council is unable to attend a meeting, that member may appoint a qualified Voting Member of the Society as an alternate, provided that the President has been notified in writing.

CLAUSE C: QUORUM: Five members of the Council shall constitute a meeting quorum.

ARTICLE VIII ADMINISTRATIVE AND FISCAL MANAGEMENT

Section 1. GENERAL: The administrative and fiscal affairs of the Society shall be conducted by the Executive Director under the general supervision and direction of the Council, and for permanent funds, the Board of Trustees of the Society.

Section 2. FISCAL YEAR: The fiscal year shall be the calendar year.

Section 3. FINANCIAL AFFAIRS

CLAUSE A: BOARD OF TRUSTEES: A Board of Trustees, consisting of three Voting Members, shall be appointed by the President to manage the Society's permanent fund. Each Trustee shall be appointed alternately and annually for a 3-year term. The Board elects its Chairman annually. Vacancies shall be filled by the President for the remainder of any unexpired term.

CLAUSE B: ADMINISTRATION OF ASSETS

1. Funds received from dues payments of all membership classes, subscriptions, sales items, general fund earnings, and from undesignated gifts shall be placed in the general fund.

2. The Council may accept any bequests, grants, trusts, or other assets.

3. The Board of Trustees shall have the power to administer securities, funds, or other property, real and personal, which have been placed in the permanent fund.

4. The Board of Trustees shall control the permanent fund and have full power to authorize, by a majority vote, the Executive Director to invest or reinvest in securities or other investment properties and to sell, transfer, and assign such assets including the right to execute proxies, transfer documents, and other legal papers related to such assets in the name of the Society. However, the exercise of such actions shall not be in contravention to the terms under which any such property was accepted from the donor or devisor.

5. When permanent fund assets are required for Society business, and when so instructed by a majority vote of the Council, the Board of Trustees shall order the Executive Director to effect any necessary liquidation of assets and/or transfer the stipulated amount to the general fund.

ARTICLE IX RESOLUTIONS AND PUBLIC STATEMENTS

Section 1. COUNCIL: The Council, as need arises, may formulate and issue statements expressing the position or attitude of the Society on matters of public and Society membership concern.

Section 2. SECTIONS AND CHAPTERS: Sections and Chapters are authorized to issue statements pertaining to subjects in their locale (1) when the content of the statement falls within the established policy of the Society, and (2) in lieu of existing Society position statements. They shall not issue statements in conflict with policy of the Society without first obtaining Council approval. Statements submitted to the Council for adoption must be acted upon by the Council within 90 days of receipt at the Society office.

ARTICLE X. PUBLICATIONS

Section 1. SERIAL PUBLICATIONS: The -Society shall issue serial or periodical publications such as The Journal of Wildlife Management, Wildlife Monographs, and Wildlife Society Bulletin. One periodical shall be designated the official publication of record for the Society.

Section 2. OTHER PUBLICATIONS: The Society may publish non-periodical literature such as books, manuals, and pamphlets.

Section 3. PUBLICATION STAFF: The Editors of The Journal of Wildlife Management, Wildlife Monographs, Wildlife Society Bulletin and of other publications requiring an editor, shall be appointed by the Council for an agreed term and shall serve at the pleasure of the Council until their successors are appointed. Each shall be responsible for all editorial matters relating to their Society publication, subject to broad policies developed by the Council.

ARTICLE XI. DISSOLUTION

Upon dissolution of the Society, the Council shall distribute the assets and accrued income of the Society to one or more organizations who subscribe to the objectives of the Society.

ARTICLE XII AMENDMENTS TO BYLAWS

Section 1. ORIGIN: Amendments to these Bylaws may be ordered to be submitted to the Voting Membership for action through a majority vote of the Voting Members present at any annual meeting, by written petition of 5 per cent of the Voting Members, or by a majority vote of the Council.

Section 2. ADOPTION: These Bylaws may be altered or amended by a majority of the Voting Members who return ballots in favorable response to a proposed amendment, notice of which must have been mailed to all Voting Members at least 45 days prior to the close of the ballot.