Section 1. The name of the organization is the North American Symposium on Bat Research (abbreviated name: NASBR).

Section 2. The objectives of NASBR shall be exclusively educational and charitable and in furtherance of those objectives:

Section 3. The organization shall not be organized or operated for profit. No part of the net earnings or other funds of NASBR shall inure to the benefit of or be distributable to its members, Board of Directors members, officers or other private persons except that NASBR shall be authorized and empowered to pay reasonable compensation for services rendered.

Section 4. Notwithstanding any other provision of this Constitution, NASBR shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law).

Section 5. No substantial part of NASBR's activities will consist of carrying on propaganda or otherwise attempting to influence legislation, and NASBR shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Section 1. Membership is open to all persons interested in the scientific study of bats (Chiroptera) including scientists, candidates for an academic degree, and/or persons involved in bat research or education about bats, including their conservation. Categories of membership are defined in the By-Laws of NASBR.

Section 1. The officers of NASBR shall be the Program Director, the immediate past year's Local Host, the Local Host for the present year, the next year's Local Host, and a six person Board of Directors who are elected by the membership.

Section 2. The Program Director serves at the will and pleasure of the Board of Directors, and is selected by the Board for an indeterminate, mutually-agreed upon period. The job of the Program Director is to produce the annual symposium in conjunction with a Local Host and his/her Local Committee. The Program Director is an ex officio member of the Board, nominally without voting privileges except in the case of a tie vote in which case the Program Director may cast the tie-breaking vote. The Program Director may, without approval of the Board, appoint Associate or Assistant Program Directors, or other persons to assist in the production of the annual meeting. The Program Director is empowered to enter into contracts on behalf of NASBR with hotels, civic centers, university conference sites, audiovisual equipment suppliers, banquet facilities, printing firms, and all and any other organizations with goods or services necessary to the production of a conference.

Section 3. The Board of Directors shall be elected from a slate of at least three candidates, no more than one of whom shall be from any single state, province, etc., compiled and presented by the incumbent Board at the annual business meeting of NASBR. Additional candidates may be added to the slate by a nomination and a second from the floor of the business meeting. Two Directors will be elected each year, and will serve for a three-year term beginning with the close of the conference in which they were elected. The Board will be convened annually by the Program Director who will preside until a Chair is elected from among the members of the Board. The Chair will then preside over the election of a Recording Secretary to take minutes of the Director's meeting(s) and the regular business meeting(s) and a Treasurer who will oversee the funds and keep financial records of NASBR for the following year.

Section 4. The Local Host is an individual selected to host a meeting three years in advance. He/she generally selects a Local Committee to assist in the planning and execution of the symposium. The Local Committee is an ad hoc assembly of persons who undertake to organize a single annual or international meeting. The Local Host becomes an ex officio member of the Board of Directors in the year prior to his/her conference, and remains a member of the Board until the close of the conference the year after his/her conference ends. The Local Host is a non-voting member of the Board, unless he/she is also serving as a regular (elected) Board member.

Section 5. An officer of NASBR shall perform his or her duties, including those associated with service on the Local or other committees established from time to time, in good faith, in a manner he or she reasonably believes to be in the best interests of NASBR, and with such judgment as an ordinarily prudent person in a like position would use under similar circumstances.

Section 1. NASBR conducts an annual meeting, the venue for which is normally decided by the NASBR Board of Directors in consultation with the Program Director at an annual meeting three years in advance. In the event of no decision, or in case of emergency, the Board of Directors is empowered to select the time and place of an annual meeting. When an international meeting of bat researchers is held in North America, NASBR may be responsible for planning and administering the meeting and its own annual event may be suspended or held in concert with the annual meeting.

Section 2. A special meeting of the Board of Directors may be called at any time by the Program Director, by the Chair of the Board elected at the previous annual meeting, or by the Treasurer. A special meeting of NASBR may be called at any time by a majority of the Board of Directors, provided that notice of the purpose, place, and date of the meeting be given to the membership at least thirty (30) days in advance.

Section 3. Fifty voting members shall constitute a quorum of NASBR at the annual business meeting of NASBR. Action by a quorum at the annual meeting or at a special meeting shall constitute action by NASBR. Four elected members of the Board of Directors shall constitute a quorum of that body.

Section 1. Amendments to the Constitution may be initiated by a signed, written petition to the Board of Directors by any ten (10) individual members of NASBR or by action by a majority of the Board of Directors. Amendments must be acted upon by the attending members at the next annual meeting held after submission of such proposed amendments. Approval of a two-thirds majority of attendees is required for further consideration of an amendment, which must then be presented to the full membership by mail ballot within six months of approval and must be ratified by a majority of those members of NASBR voting.

Section 1. Upon dissolution of NASBR, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of NASBR, dispose of all of the assets of NASBR exclusively for the purposes of NASBR in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, 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 1986 (or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any of such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of NASBR 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.