BY-LAWS OF BROMELIAD SOCIETY/HOUSTON, INC.
The name of this organization shall be:
Bromeliad Society/Houston, Inc., hereinafter sometimes called the Society.
This organization shall be a non-profit educational, scientific, literary and charitable association and its objectives shall be:
- to extend recognition of Bromeliads as tropical plants that may be grown and propagated in environments outside their natural habitat.
- to increase the knowledge of Bromeliads through interchange and dissemination of information.
- to provide forums and media through which experiences in propagation, care, feeding and other treatment of Bromeliads may be reported, discussed and published for the common good.
- to encourage study and research of Bromeliads.
- to utilize such funds as may become available for the purpose of research, for purchase of educational aids for use in institutions, private or governmental, and/or for the purchase of scientific equipment for use in institutions of higher learning.
SECTION 1. Membership in this Society shall be of two categories: Member and Commercial Member. Admission to either category shall require the approval of an application duly made, and in accordance with a procedure which shall be established by the Board of Directors of the Society.
SECTION 2. A Member of this Society shall be an individual who is concerned with education, research, study, charitable activities and training related to the methods, tools and equipment used in the care and propagation of Bromeliads.
SECTION 3. Commercial Memberships will be issued to those individuals who buy, grow, or collect Bromeliads in quantity for resale, or who are closely associated with a commercial outlet for Bromeliads. Commercial status will be determined by the Board.
SECTION 4. All members shall have equal voting power in elections, in determining the adoption or rejection of amendments to the BY-LAWS and in other procedures conducted by vote of Members.
SECTION 5. For cause, duly set forth in writing signed by ten Members and forwarded to the Secretary, a Member of any category may be expelled from membership in the Society by an affirmative vote by letter ballot of not fewer than three quarters of the voting membership of the Board of Directors: providing, however, that if such action is taken by the Board of Directors it shall be only after affording the Member an opportunity for a hearing before it in person. Upon receipt by the Secretary in writing setting forth cause, he shall transmit it, without delay, to the President, who shall promptly notify the Board of Directors, by letter of the circumstances and obtain a letter ballot on whether the Board agrees to proceed with a hearing on the expulsion.
If so, the President shall direct the Secretary to notify the Member that he has 30 days in which to prepare a statement giving his reasons for opposing the expulsion, after which he shall be directed to appear before the next meeting of the Board, in person or by his representative. The Board shall discuss the proposed expulsion at this meeting, whether the Member or his representative appears before the Board, to be followed by a letter ballot as directed.
SECTION 6. Any member who has been dropped for non-payment of dues may be reinstated, up to the close of the regular May meeting, by the Secretary, upon payment of dues payable for the current year.
Annual dues for the Society shall be $20.00 for individual membership and $30.00 for family membership. All dues are due and payable on January 1 of each year. Any Member who has not paid his dues by the close of the regular meeting in February will be dropped from membership.
Dues will be prorated for NEW Members whose applications for membership are approved after the March meeting of the Board of Directors.
The fiscal year of this Society shall begin on January 1 and end on December 31.
(OFFICERS AND BOARD OF DIRECTORS)
SECTION 1. The direction and management of the affairs of this Society and the control and disposition of its properties and funds shall be vested in a Board of Directors, hereinafter sometimes called the Board, composed of such number of persons as provided for in these BY-LAWS.
The Board of Directors shall be the legal representative of the Society. It shall have the power to expend the funds of the Society or to invest the same, but shall not incur indebtedness beyond the assets of the Society. It shall establish policies for the Society and its officers and for the several committees of the Board and of the Society.
The Board of Directors shall establish and from time to time amend, as needed, Rules of Operation which shall govern the orderly affairs of the Board.
SECTION 2. The Officers of the Society shall be a President, a Vice-President, a Secretary, and a Treasurer, and they shall be elected by Members of the Society, from Members of the Society.
SECTION 3. The policies of the Society shall be set by the Board. The Board shall also direct the business and affairs of the Society.
SECTION 4. The Board of Directors shall consist of voting Members and Members ex-officio without vote.
The voting Members shall consist of the Officers, the most recent living Past President, and the elected Directors. Every Member of the Board, including the Officers, shall be a Member in good standing of this Society and the Bromeliad Society International.
SECTION 5. The Officers of the Society shall be the Officers of the Board.
SECTION 6. The elected Directors shall be six (6) in number and shall be elected by Members of the Society, from Members of the Society.
SECTION 7. Directors ex-officio and without voting power shall consist of the Chairmen of each Standing Committee, and any Member of this Society while serving as an Officer or Director of Bromeliad Society International and any Member of this Society who shall, by vote of the full membership, be appointed to honorary Board membership.
SECTION 8. The Standing Committees shall be:
- Publication Committee
- Plant Sales Committee
- Program Committee
SECTION 9. The terms of the Directors and Officers shall commence at midnight on December 31 of the year elected and terminate at midnight on December 31 of the year of expiration of their term of office.
The term of all Officers shall be for one year, but shall continue until a successor is chosen.
The term of all elected Directors shall be for three years, but shall continue until a successor has been chosen.
SECTION 10. In case of vacancy in the office of President, the Vice-President shall act in his place for the unexpired term. In case the Vice-President cannot act, the latest living Past-President shall do so. In the case of a vacancy in the office of the Secretary or Treasurer, the Board . will appoint a Member to fill the office for the unexpired term. If a Director shall retire for any reason before his term is completed, the Board shall designate his successor who shall serve for the unexpired portion of the term.
SECTION 11. A Director, as defined in SECTION 6 of the BY-LAW, shall not be eligible to a succeeding term as an elected Director until one year shall have elapsed following the completion of his term of service as an elected Director. A Director who has been designated to fill an unexpired portion of a term of office shall not be subject to this limitation.
SECTION 12. The President shall be eligible to one succeeding term as President. The President shall not be eligible to an elected position with voting power, until two years shall have elapsed following the completion of his full term(s) as President, except as provided in SECTION 4 of this BY-LAW. The Vice-President shall be eligible to one succeeding term as Vice-President, or to a term(s) as the next President. The Vice-President shall not be eligible to a term in any other elected position until one year shall have elapsed following the completion of his full term(s) as Vice-President, except as provided in SECTION 4 of this BY-LAW. In observing the limitations placed in SECTIONS 10 and 11 of this BY-LAW with respect to the intervals of time between occupancies by a single individual of the same or different offices and membership upon the Board of Directors, each year of the interval shall be understood to mean the then current term of office of an elected Officer of the Society (Amended November 15, 1994) (Amended October 20, 1998)
This is a non-profit Society organized solely for the charitable, literary, scientific and educational purposes as stated herein and is without stock, and no part of its property, whether income or principal, shall ever inure to the benefit of any Officer, Director, Member or employee of the Society, or of any individual having a personal or private interest in the activities of the Society, nor shall any such Officer, Director, Member, employee or individual receive or be lawfully entitled to receive any pecuniary profits from the operation of this Society, except reasonable compensation for services rendered in carrying out one of more of its purposes.
In the event of dissolution of the Society by termination of its existence, lapse of time or otherwise, when it has the ownership of, or is entitled to ownership of, any funds or property of any sort, real, personal or mixed, such property or right thereto shall not be transferred to private ownership, but shall be transferred and set over unto an organization which is exempt from federal income taxation under SECTION 501 (c )(3) of the IRS Code or corresponding provisions hereafter in effect, and which is engaged in activities substantially similar to those of the Society carried out in furtherance of the purposes specified in BY-LAW II, and, if none be then in existence, then such funds or property or rights thereto shall be charged with a charitable public trust and shall be thereafter administered and applied to public charitable purposes by a trustee or trustees to be appointed pursuant to law by a court of competent jurisdiction.
(USE OF FUNDS)
The Society may take and hold any donations, dues or other property received in support of its purposes. All funds of the Society, except for expenditures necessary for the proper administration thereof or reasonable compensation for services rendered in carrying out one or more of the purposes outlined, shall be used exclusively for carrying on the work for which the Society is formed as herein set forth.
(FUNDS, ASSETS – RESTRICTIONS ON THE BOARD OF DIRECTORS)
Anything to the contrary herein not withstanding, Directors shall not:
- lend any part of the Society assets to;
- pay any compensation, other than set forth in BY-LAWS VII and IX to;
- make any services, benefits, or facilities of the Society available on a preferential basis to;
- engage in any other transaction which diverts any part of the Society’s assets to;
any person, association or corporation who has contributed property or money to the Society, nor shall the Directors engage, participate, or intervene in any activity or transaction which would cause the Society to lose its status as an exempt organization under the provisions of the Internal Revenue Code; and the use, directly or indirectly, of any part of the Society’s funds or transaction is hereby expressly prohibited.
(INDEMNIFICATION OF OFFICERS, DIRECTORS, MEMBERS)
The Society shall reimburse and indemnify each present and future Director, Officer and employee of the Society, for and against all amounts paid (other than amounts paid to the Society itself) and all costs and expenses, including attorney’s fees, imposed on or reasonably incurred by him in connection with any claim, action, suit or proceeding for, in connection with any appeal therein, thereafter made or instituted in which he may be involved by reasons of his being or having been a Director, Officer or employee of the Society, whether or not he continues to be a Director, Officer or employee at the time of such payments or the imposition of such costs or the incurring of such expenses. The Society shall not, however, reimburse or indemnify such Director, Officer or employee with respect to matters as to which he shall be finally adjudged by a court of competent jurisdiction in any such action, suit or proceeding to be liable because of dereliction in the performance of his duties as such Director, Officer or employee. In case any such action, suit or proceeding shall be settled, in whole or in part, any such Director, Officer or employee shall be reimbursed and indemnified by the Society for, or against all amounts paid and all cost and expenses; including attorney’s fees imposed on, or reasonably incurred by him in connection with the matter settled (other than amounts paid to the Society itself) and if, in the judgment of any disinterested committee or group of persons to whom the question may be referred by the Board, any such Director, Officer or employee was not guilty of dereliction in the performance of his duties in relation to the matter settled. Any persons appointed by the Board to membership of a committee of the Society shall be considered to be in the service of the Society and shall be included within the class of persons entitled to reimbursement and indemnification hereunder. The foregoing rights of indemnification shall not be exclusive of other rights to which any person concerned may be entitled as a matter of law, and shall inure to the benefits of heirs, executors, and administrators of any such person.
SECTION 1. Proposals to amend these BY-LAWS may be made by the Membership and/or the Board of Directors in accordance with the following procedure:
(1) Proposal by Membership:
Proposals to amend signed by at least ten (10) Members of the Society shall be received in writing by the Secretary not later than seven (7) days prior to any regularly scheduled Board meeting. The Board shall consider the proposals and the Proposers (Petitioners) shall be notified of the Board’s opinion no later than ten (10) days following the Board meeting.
The Proposers may then (a) withdraw their proposal, (b) accept any change suggested by the Board, (c) insist on the original form, and they shall send their decision to the Board no later than seven (7) days prior to the next Board meeting. The proposal, as reviewed by the Board and accepted by the Proposers, shall be published in the official bulletin of the Society following said regularly scheduled Board meeting.
(2) Proposals by the Board of Directors:
Proposals to amend these BY-LAWS, made by the Board, shall be published in the official bulletin following the meeting at which proposal of the amendment was made.
SECTION 2. Publication of the proposed amendment in the official bulletin shall constitute notice to the Membership.
All proposals to amend the BY-LAWS, whether initiated by the Board or by the Membership, shall be submitted to the entire Membership for a vote. Vote shall be taken at the second regular meeting of the Society following published notice of the proposed amendment in the official bulletin, at which meeting the Secretary shall issue paper ballots to all attending Members in good standing. A vote shall be taken on the amendment as proposed. Three Tellers, appointed by the President, shall forthwith count the ballots and report the results to the President. An affirmative two-thirds vote of Members present and voting shall be necessary for the amendment or repeal of these BY-LAWS.
Each amendment to be voted on shall carry an effective date stated in the amendment, except that change affecting the tenure of office for an Officer of the Society shall not take effect until the beginning of the next fiscal year following.
(As revised October 18, 1988)