July 30, 2015


CWA Bylaws


Central Wyoming Aviary

The undersigned incorporator(s) is an (are) individual(s) 18 years of age

or older and adopt the following articles of incorporation to form a

nonprofit corporation (Chapter 317A).


Section 1: Name: The name of the organization shall be.  Central

Wyoming Aviary (CWA). It shall be a nonprofit organization incorporated

under the laws of the State of Wyoming.

Section 2: Purpose: Central Wyoming Aviary (CWA) is organized

exclusively for charitable, scientific, and education purposes.

The purpose of this 501 c 3 association is:

 Rescue and rehabilitate abused, neglected, and unwanted

 Educate others on the complicated needs of these complex

 Rehome avian species after rehabilitation to suitable homes


Section 1 – Membership: Membership shall consist of the board of


Section 1 – Board role, size, and compensation: The board is responsible

for overall policy and direction of the association, and delegates

responsibility of day-to-day operations to the staff and committees. The

board shall consist of up to ten members but no fewer than 3.   The board

receives no compensation other than reasonable expenses.

Section 2 – Terms: All board members shall serve one-year terms, but are

eligible for re-election for up to five consecutive terms.

Section 3 – Meetings and notice: The board shall meet at least quarterly,

at an agreed upon time and place. An official board meeting requires that

each board member have written notice at least two weeks in advance.

Section 4 – Board elections: During the last quarter of each fiscal year of

the association, the board of directors shall elect Directors to replace

those whose terms will expire at the end of the fiscal year. This election

shall take place during a regular meeting of the directors, called in

accordance with the provisions of these bylaws.

Section 5 – Election procedures: New directors shall be elected by a

majority of directors present at such a meeting, provided there is a

quorum present. Directors so elected shall serve a term beginning on the

first day of the next fiscal year.

Section 6 – Quorum: A quorum must be attended by at least forty percent

of board members for business transactions to take place and motions to

Section 7 – Officers and Duties: There shall be four officers of the board,

consisting of a chair, vice-chair, secretary and treasurer.  However duel

duties may be carried out in the event of a vacancy of a board member.

Their duties are as follows:

The chair shall convene regularly scheduled board meetings, shall

preside or arrange for other members of the Executive Committee to

preside at each meeting in the following order: vice-chair, secretary,

The vice-chair shall chair committees on special subjects as

designated by the board.

The secretary shall be responsible for keeping records of board

actions, including overseeing the taking of minutes at all board

meetings, sending out meeting announcements, distributing copies of

minutes and the agenda to each board member, and assuring that

corporate records are maintained.

The treasurer shall make a report at each board meeting. The

treasurer shall chair the finance committee, assist in the preparation

of the budget, help develop fundraising plans, and make financial

information available to board members and the public.

Head Volunteer-shall aid in fundraising activities, transportation of

birds, and organization of non-board volunteers.

Section 8 – Vacancies: When a vacancy on the board exists mid-term, the

secretary must receive nominations for new members from present board

members two weeks in advance of a board meeting. These nominations

shall be sent out to board members with the regular board meeting

announcement, to be voted upon at the next board meeting. These

vacancies will be filled only to the end of the particular board member’s

Section 9 – Resignation, termination, and absences: Resignation from the

board must be in writing and received by the Secretary with a 2 weeks’

notice. A board member shall be terminated from the board due to excess

absences, more than two unexcused absences from board meetings in a

year. A board member may be removed for other reasons by a three-

fourths vote of the remaining directors.

Section 10 – Special meetings: Special meetings of the board shall be

called upon the request of the chair, or one-third of the board. Notices of

special meetings shall be sent out by the secretary to each board member

at least two weeks in advance.


Section 1 – Committee formation: The board may create committees as

needed, such as fundraising, housing, public relations, data collection,

etc. The board chair appoints all committee chairs.

Section 2 – Executive Committee: The four officers serve as the members

of the Executive Committee. Except for the power to amend the Articles of

association and bylaws, the Executive Committee shall have all the

powers and authority of the board of directors in the intervals between

meetings of the board of directors, and is subject to the direction and

Section 3 – Finance Committee: The treasurer is the chair of the Finance

Committee, and will appoint other board members. The Finance

Committee is responsible for developing and reviewing fiscal procedures,

fundraising plans, and the annual budget with staff and other board

members. The board must approve the budget and all expenditures must

be within budget. Any major change in the budget must be approved by

the board or the Executive Committee. The fiscal year shall be the

calendar year. Annual reports are required to be submitted to the board

showing income, expenditures, and pending income. The financial records

of the organization are public information and shall be made available to

the board members and the public.


Section 1 – Amendments: These bylaws may be amended when

necessary by two-thirds majority of the board of directors. Proposed

amendments must be submitted to the Secretary to be sent out with

regular board announcements.