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).
ARTICLE I — NAME AND PURPOSE
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
ARTICLE II — MEMBERSHIP
Section 1 – Membership: Membership shall consist of the board of
ARTICLE IV — BOARD OF DIRECTORS
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.
ARTICLE V — COMMITTEES
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.
ARTICLE VI – AMENDMENTS
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.