Approved January 22, 2009

ARTICLE I – NAME

1.1 The name of the corporation shall be the Alabama Urban Forestry Association
(hereinafter the Association).
ARTICLE II – PURPOSES

2.1 The Association shall act as a forum, resource, catalyst, liaison and advocate
concerning urban forestry programs and issues within the State of Alabama.
2.2 The Association shall provide a forum for presentation, discussion, and exchange of
ideas, concepts, and perspectives by and among organizations, associations, professional or lay
groups, business or government entities, etc. having direct or indirect urban forestry interests or
responsibilities.
2.3 The Association shall serve as a media clearing house of information, publications,
literature, video tapes, etc., and resource of talent, material, and equipment to be drawn upon
concerning all aspects of urban forestry.
2.4 The Association shall encourage and foster education, observances, and enlightened
awareness and act as a catalyst to enable appropriate parties and the citizens of the State of
Alabama to recognize and deal with issues, problems, and challenges involving establishment,
care and maintenance of urban forests.
2.5 The Association shall represent, as appropriate, and serve as a liaison and advocate
concerning programs, issues, interest and efforts for the establishment, implementation and
furtherance of public programs, policies, and statutes affecting urban forestry.
ARTICLE III – COUNCIL

3.1 The program affairs of the Association shall be administered by a Council consisting
of at least fifteen (15) members and no more than twenty-five (25) members who shall be AUFA
members in good standing.
3.2 The initial officers and members of the Council shall be the current President,
President-Elect, Past President, Secretary, Treasurer and five (5) members from each of the four
(4) districts. Council members shall represent one of these districts: Huntsville, Birmingham,
Montgomery, and Mobile, as defined by the attached map. Each district may have up to six (6)
representatives. The District of the Past President shall not count against the 6 member per
district maximum, but shall count toward the 25 member maximum for the Council (3.1). After
an initial term as defined for officers and 1 year for members, the duration of the succeeding
terms of Council Members shall be as determined from time to time by the Council by
resolution, to a maximum of three (3) years for each term. A Council Member may serve an
unlimited number of terms. Vacancies created by resolution of the Council increasing the
number of Council Members, by expiration of the terms of Council Members, or by the death,

resignation, or incapacity of any Council Member shall be filled by a majority vote of the
Council present at any scheduled meeting. The nominating committee shall nominate Council
members. Council members shall be elected by AUFA membership in good standing present at
the Annual Conference.

3.3 The Council shall meet at least quarterly, with one meeting held in conjunction with
the Alabama Urban Forestry Association Annual Conference, at a time, date, and place which
shall be fixed by the President. Special meetings of the Council may be called at any time by the
President.
All Council Members shall be given at least 30 days notice of quarterly meetings and at
least 14 days notice of special meetings. Notice of meetings may be given personally or by first
class mail, electronic mail, or facsimile transmission. It is the Council members’ responsibility to
check their e-mail regularly. The business to be transacted and/or the purpose of any meeting of
the Council shall be specified in the notice of such meeting. Any meeting of the Council may be
held inside or outside the borders of the State of Alabama at such place as may be determined by
the President who called the meeting. All meetings of the Council are open to the public.

3.4 A quorum for the transaction of any business shall be one-third of the Council
Members then in office and at least two officers. If a quorum is present and except as otherwise
specified in the Articles of Incorporation or by these Bylaws, the Council may act upon a
majority vote of the Council Members present at the meeting. Every Council Member shall have
one vote. Voting by proxy, fax, telephone, video or email will be allowed only when approved
by the Council.
3.5 The Council may designate from among its members one or more committees which
shall have the full power and authority of the Council except as limited in these Bylaws; each
such committee shall consist of two (2) or more Council Members, and each such committee, to
the extent provided here or in such resolution, shall have the authority of the Council. However,
no such committee shall have authority to:
(a) Authorize the payment of a dividend or any part of the income or profit of the
Association to any member, Council Member, or officer, with the exception of payments
as indemnification and reasonable fees, compensation and expenses;
(b) Approve or recommend to members dissolution, merger, or the sale, pledge or
transfer of all or substantially all of the Association’s assets;
(c) Elect, appoint or remove Council Members or fill vacancies on the Council or on
any of its committees; or
(d) Adopt, amend, or repeal the Articles or Bylaws.
3.6 The Council Members shall receive no compensation for their services as Council
Members. By resolution of the Council, either specific and limited or general and continuing,
reasonable travel, hotel and other expenses may be allowed for attending and returning from any
meeting of the Council or for attending and returning from any meeting of the Executive Council
or any other committees or in connection with the affairs of the Association. A Council
Member, however, shall not be barred from serving the Association in any other capacity and
receiving reasonable compensation for other services.

3.7 Any Council Member who is absent from three consecutive meetings of the Council
without good and sufficient cause, as determined by the Council, shall lose membership in the
Council. The position held by any such Council Member shall then be deemed a vacant position
and shall be filled in accordance with Section 3.3 of these Bylaws.
ARCTICLE IV – OFFICERS

4.1 The officers of the Association shall be elected by the Council at the Annual
conference and shall consist of a President, a President-Elect, a Secretary and a Treasurer
(Executive Council). No individual may simultaneously hold more than one office. Officers
shall serve as members of the Council. The term of each office shall expire at the conclusion of
the annual convention, or, in the event no annual convention is held, the term of each office shall
be one year. Vacancies on the Executive Council may be filled by a vote of the Council, or left
vacant until the Annual Conference.
4.2 The President shall be the chief executive officer of the Association and shall be
responsible for the administration of the Association, including general supervision of the
policies of the Association and general and active management of the financial affairs of the
Association, at the approval of the Executive Council. He or she shall have the authority to
execute bonds, mortgages or other contracts, grants, agreements or instruments on behalf of the
Association. The President shall preside at all meetings of the Council, and shall serve as
Chairman of the Council. He or she may delegate his or her authority to preside at such
meetings to any other Council Member or to an office of the Association. The President shall
serve as the Immediate Past President for the year following the term of office as President.
4.3 The President-Elect shall generally assist the President and perform such other duties
as the Council or the President shall prescribe, and in the absence or disability of the President,
shall perform the duties and exercise the powers of the President. The President-Elect shall
succeed the President at the end of the term of office. The President-Elect shall chair the
Conference Committee.
4.4 The Secretary shall keep minutes of all meetings of the Council, shall have charge of
the minute book and seal of the Association, shall keep records of membership and attendance at
Council membership meetings, shall keep the records of current committees and committee
chairs, shall send notices of meetings and other correspondence deemed necessary to all
members, and shall perform such other duties and have such other powers as may from time to
time be delegated to him or her by the President or the Council.
4.5 The Treasurer shall be charged with the management of the financial affairs of the
Association, acting under the supervision or direction of the President. He or she shall in general
perform all of the duties incident to that office and such other duties as from time to time may be
assigned to him or her by the President, Council or Executive Council. The Treasurer signs
checks for the Association with the approval of the President.
4.6 The Past President shall serve to maintain continuity of smooth operations of the
Association. He or she shall be a member of the Education Committee and shall serve on other
committees as requested by the Executive Council.

4.7 In the absence of the President or in the event of his death or inability to act, and if
the President-Elect is holding office or is unavailable, the Treasurer shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject to all the
restrictions upon the President relating to such functions.
4.8 The other officers, if any, shall perform such duties as are generally performed by
officers with equivalent restrictions on title, if any, and shall perform such other duties and
exercise such other powers as the President or majority of the Council shall request or delegate.
4.8 An officer may be removed from office by a 2/3 vote of the Council with or without
cause whenever, in its judgment, the best interests of the Association will be served thereby.
ARTICLE V – EXECUTIVE COUNCIL

5.1 The Executive Council shall be made up of the President, the Past-President, the
President-Elect, Secretary and Treasurer as established by the Council.
5.2 Executive Council members must be present to vote as there shall be no vote by
proxy. Fifty percent (60%) of the Executive Council membership shall constitute a quorum.
5.3 The Executive Council shall meet at least quarterly, with one meeting held within 30
days of the Alabama Urban Forestry Association Convention, at a time, date, and place which
shall be fixed by the President. Special meetings of the Executive Council may be called at any
time by the President. The President shall develop and mail an agenda at least 7 days in advance
of the Executive Council meetings to the Executive Council members. All Executive Council
meetings are open to the public.
5.4 The Executive Council being duly elected by the Council, shall be responsible for
conducting all business transactions.
5.5 No employee, director, or officer of the Association shall be liable to anyone for any
acts in behalf of the Association or any omissions with respect to the Association committed by
such employee, director, or officer, except for his or her own willful neglect or default. No
employee, director, or officer shall be liable to anyone for any acts of neglect or default on the
part of any one or more of the other employees, directors, or officers in the absence of specific
knowledge on the part of such employee, director, or officer of such neglect or default.
5.6 Any person made a party to any civil or criminal action, suit or proceedings by
reason of the fact that he (or a person for whom he is the legal or personal representative or heir
or devisee) is or was an employee, director, or officer or other agent of the Association shall be
indemnified by the Association against the reasonable expenses, including, without limitation,
attorneys’ fees and amounts paid in satisfaction of judgment or in settlement other than amounts
paid to the Association by him, actually and necessarily incurred by or imposed upon him in
connection with, or resulting from the defense of such civil or criminal action, suit or proceeding,
or in connection with or resulting from any appeal therein, except in relation to matters as to
which it shall be adjudged in such civil or criminal action, suit or proceeding that such person is
liable for negligence or misconduct in the performance of his duties. In the case of a criminal
action, suit or proceeding, a conviction (whether based on a plea of guilty or nolo contendere or
its equivalent, or after trial) shall not of itself be deemed an adjudication that such person is

liable for negligence or misconduct in the performance of his duties to the Association. Any
amount payable pursuant to this Article may be determined and paid, at the option of the person
to be indemnified, pursuant to procedure set forth from time to time by any of the following
procedures: (a) order of the court having jurisdiction of any such civil or criminal action, suit or
proceeding; (b) resolution adopted by a majority or quorum of the Council of the Association
without counting the interested directors in such majority or quorum; or (c) order of any court
having jurisdiction over the Association. Such right of indemnification shall not be exclusive of
any other right which such employees, directors, or officers of the Association, and the other
persons above mentioned, may have or hereafter acquire and, without limiting the generality of
such statement, they shall be entitled to their respective rights of indemnification under any
bylaw, agreement, provisions of law or otherwise, as well as their rights under this Article.

SECTION VI – AGENTS and CONSULTANTS

6.1 The Executive Council may, when a majority thereof deem necessary and advisable,
contract with an individual or organization under such terms and at such compensation as it may
determine. The contractor may perform such official duties as may be delegated with approval
of the Council.
6.2 The Executive Council may, when a majority thereof deems advisable, employ an
Executive Secretary at such compensation as the Council shall approve. The Executive
Secretary shall be an ex-officio member of the Council, the Executive Council and all other
committees established by these Bylaws or the Council but shall have no vote therein.
6.3 The Executive Council may, when a majority thereof deem advisable, employ other
employees, agents, consultants, and the like at such compensation as the Council approves.
ARTICLE VII – MEMBERS

7.1 Any public or private individual interested in urban forestry is invited to become a
member of the Association.
7.2 The Council may establish classes of membership and dues as it seems appropriate.
ARTICLE VIII – OFFICIAL PUBLICATION

8.1 The official publication of the Alabama Urban Forestry Association shall be known
as “Plantings” or such other appropriate title as may be selected by the Council. The Council
shall set the policy of the official publications of the Alabama Urban Forestry Association. The
editor of any publication of the Alabama Urban Forestry Association shall be appointed by the
President, subject to approval by the Council.
ARTICLE IX – AFFILIATIONS

9.1 The Alabama Urban Forestry Association may affiliate with other organizations as
the Council deems appropriate.

ARTICLE X – COMMITTEES

10.1 Standing committees may be established or deleted as the Council deems
appropriate. The President shall make appointments to the standing committees subject to
approval by the Council or, if between Council meetings, the Executive Council. The standing
committees are:
(a) Annual Alabama Urban Forestry Association Convention Committee: The
President Elect shall Chair this Committee. The Convention Committee shall represent
the tree commission of the city selected by the Council as the next Annual Convention
site, shall assist the President in establishing the convention program, shall make
arrangements necessary for the convention, shall serve until the end of the convention in
that city and will be expected to advise and assist the succeeding chairman as needed.
The committee shall consist of no less than the chair person and two (2) committee
members.
(b) Nominating Committee: Prior to the Annual Alabama Urban Forestry Association
Convention, the President shall appoint a three (3) member nominating committee to
nominate Council Members and officers for the coming year. An election by members in
good standing shall be held in conjunction with the annual convention.
(c) Education Committee: The President shall appoint the Education Committee of
3-5 Council Members at the Annual Convention. The Education Committee shall plan
and implement all educational programs for the next business year.
(d) Audit Committee: Prior to the Annual Conference, the Council shall select three
(3) members to serve on the Audit Committee. The Audit Committee shall review all
business transactions for the previous year, and report to the Council and membership at
the Annual Meeting.
10.2 The President may create ad hoc committees, and appoint a Chairperson and
members as appropriate. Each ad hoc committee chairperson and members will serve until the
task is completed.
ARTICLE XI – FINANCES AND RELATED PROVISIONS

11.1 The fiscal year of the Association shall be from January 1, 2009, through December
31, 2009, and each subsequent year thereafter.
11.2 The revenue of the Association shall be from membership dues, sponsorships,
donations, grants and any other source of revenue approved by the Council.
11.3 The Association shall keep correct and complete books and records of account and
shall keep minutes of the proceedings of its members, Council and committees having any of the
authority of the Council. It shall keep at its registered or principal office a record giving the
names and addresses of its members. All books and records of the Association may be inspected
by any member for any purpose at any reasonable time.
11.4 The Association is not intended as a profit making organization. The Association’s
funds shall be used only for objectives and purposes consistent with these Bylaws and the
Articles of Incorporation.

11.5 All checks, drafts and orders for payment of money shall be signed by the Treasurer
or agents as the Council shall, from time to time, designate for that purpose.
11.6 In the event that the Council considers that the return of any dues to members is in
the best interest of the overall goals of the Association, no section of the Bylaws shall be
interpreted as prohibiting such action.
ARTICLE XII – RULES OF ORDER

12.1 The rules contained in Robert’s Rules of Order shall govern any Alabama Urban
Forestry Association business meeting, whether regular or specially called.
ARTICLE XIII – AMENDMENTS

13.1 These Bylaws may be amended at any meeting of the Council by a 60% majority
vote of the Council Members present at a scheduled meeting to alter, amend, or repeal the
Bylaws, provided that the Bylaws at no time shall contain any provision inconsistent with the
law or the Articles of Incorporation.
13.2 Council Members shall be given a minimum of ten (14) days’ notice before a
scheduled meeting at which there will be proposals for Bylaws amendments.
Adopted: __________________________

Amended: __________________________

__________________________________________
Secretary

Districts Districts