BOARD OF DIRECTORS
(OFFICERS AND BOARD OF DIRECTORS)
SECTION 1. The Board may exercise the functions as provided for in BY-LAW VI, either in session as stated at a duly called meeting, or by ballot.
Any matter that requires action by the Board of Directors at a time not conveniently related to a regular or called meeting, may be submitted to it for approval by ballot.
Certain actions by the Board, which are specified below, that can materially affect the finances of the Society or its reputation as a literary, educational, charitable or scientific organization shall require a two-thirds majority of all Members of the Board who possess voting rights. If an action of the kind specified below receives a simple majority vote at a meeting of the Board, but not the required two-thirds majority of all the Board Members with voting rights, a letter ballot shall be conducted within one month of the Board meeting. This summary shall be prepared by the President.
Board actions which require this special voting procedure shall be:
1) Changes in policy concerning the investment of Society funds.
2) Changes in policy which will involve the expenditure of Society funds in excess of $1,000.00 in any calendar year for any item not specifically covered by the Budget for that year which has already been approved by the Board, or which will increase any budgeted item by more than $1,000.00.
3) Changes in policy concerning the operation of any standing committee of the Board.
Amendments to these Rules.
Other than the foregoing special procedure for voting on the above-cited changes in policy by the Board, the Board may, by resolution, designate the classes and types of Society business which may be submitted to it for approval by letter ballot.
SECTION 2. A quorum of the Board shall consist of a six voting members and, except as otherwise provided in these Rules, all questions before the Board shall be decided by a majority vote of those Members constituting a duly established quorum.
SECTION 3. Regular meetings of the Board shall be held in January, March, July and November on such days as may be decided by the Board. Other meetings will be held at the direction of the President, or at the request, in writing, of five (5) Members of the Board.
- A Board member who has two unexcused absences, as determined by the President, will be dropped from the Board and replaced.
- With prior approval by the President, a Board Member citing just causes (medical, religious, etc.) may participate via phone in a Board meeting as a voting member of the quorum.
.SECTION 4. No Board Member may be represented in any action required of him as a Board Member by any other person; nor may he vote by letter upon any matter scheduled for consideration at a duly called meeting of the Board.
SECTION 5. The President shall have general supervision of the affairs of the Society and shall preside at all meetings of the Board, and shall preside at the annual meeting of the Society.
SECTION 6. The Vice-President shall assist the President in the performance of the latter’s duties. In the event of the absence of the President, or his inability to serve, the Vice-President shall act in his stead.
SECTION 7. The Treasurer shall have charge of the funds of the Society and shall disburse the funds of the Society as authorized by the Board of Directors. He shall be bonded at the expense of the Society, and to an amount to be determined by the Board. He shall have charge of all financial information including tax records.
SECTION 8. The Secretary shall have charge of the records and correspondence of the Society under the direction of the President, and shall be custodian of the seal. He shall give notice of, and attend all meetings of the Board. He shall take and keep true minutes of all actions and shall discharge such other duties as may be assigned to him by the President or the Board. The Secretary shall provide an electronic version of the minutes of all meetings to the Historian to ensure information will not be lost as Members transition onto and off of the Board of Directors and into and out of officer positions. In case of the absence or disability of the Secretary, the Board may appoint an Assistant Secretary to perform the duties of the Secretary during such absence or disability.
SECTION 9. The Treasurer shall have the responsibility of submitting all required documents, on or before due date, to Internal Revenue Service for his/her term of duty. The Board of Directors, through the current President, shall have the responsibility of verifying this action.
(NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS)
SECTION 1. The Nominating Committee is responsible for the selection of nominees for each of the offices of President, Vice-President, Secretary and Treasurer, and for each elected Director’s position that is to be filled in the next administrative year. A person to be considered for nomination as President, Vice-President, Secretary or Treasurer shall be a Member or Commercial Member of the Society in good standing and shall have served, or be serving on the Board of Directors in either an elected or ex-officio position.
Nominees shall be selected on merit and proven capabilities based on prior experience in the broad activities of the Society. One nominee shall be selected for each office and at least one nominee for each position of Director that must be filled. Selection of nominees will be by a majority vote of the Committee, with the Chairman voting only in the case of a tie vote. (Amended October 20, 1998)
The President, Vice President, Secretary and Treasurer shall be elected for a one-year term. The elected Directors shall be elected for a three-year term, except that for the first Board; one-third shall be elected for a one-year term, one-third shall be elected for a two-year term and one-third shall be elected for a three-year term.
SECTION 2. The Nominating Committee shall consist of the most recent living Past-President of the Society and four representatives from the Membership appointed by the President in July of each year. Except for the Chairman, no Member of the Nominating Committee may be serving as a voting Member of the Board.
The most recent living Past-President shall be Chairman of the Committee. In the event that the Chairman, or any other Member of the Nominating Committee cannot serve, the President and the Vice-President shall be ex-officio Members of the Committee without vote.
SECTION 3. The Nominating Committee shall present to the Membership at the regular monthly meeting in September, a slate of candidates for each office and for each elected Director’s position, as provided for in SECTION 1, along with a summary of the qualifications of each nominee.
Nominations of qualified candidates may be made from the floor, by any Member in good standing, at the October meeting prior to the election. (Amended October 20, 1998)
SECTION 4. The names and biographies of all candidates shall be published in the October issue of the Society Bulletin. Election shall be held at the regular monthly meeting in October, with only Members in each category in good standing entitled to vote. Voting by proxy or absentee vote shall not be allowed. (Amended October 20, 1998)
(MEETINGS OF THE SOCIETY)
SECTION 1. The Society shall hold an open meeting on the third Tuesday of each month at a time and place set by the Board.
SECTION 2. The Society shall hold an annual business meeting in October of each year and shall conduct an election of Officers and Directors at said meeting. The Secretary shall keep minutes of the meeting. No business shall be conducted at this meeting unless there is a quorum of twenty percent (20%) of the Members in good standing present.
Motions, except for amendments to the BY-LAWS, may be made by a Member of the Society and, if seconded by another Member of the Society, shall be discussed and voted upon. A motion shall be carried by a majority of Members present and voting. Motions carried shall be referred to the Board of Directors for consideration. No action shall be binding on the Society until approved by the Board of Directors. The Board shall report the result of their considerations of each motion passed at a meeting of the Membership to the Members in the form of a notice in the Society publication to appear not later than the December issue of the publication in the year following the meeting at which the motion was passed.
SECTION 3. A Member of the Society shall have the right to request an appearance before any meeting of the Board of Directors to present views on any subject concerning the Society, providing this request is made in writing and is received by the President at least ten (10) days before the meeting, and providing the purpose of the appearance is stated. The President shall decide whether, in his view the subject is of sufficient importance to be placed on the agenda of the Board meeting. The Secretary shall advise the Member as to whether his request has been granted.
SECTION 4. A Member shall have the right to request an appearance before any meeting of any Standing Committee of the Society to present views concerning subjects within the jurisdiction of that Committee, providing the request is made in writing, and is received by the Secretary at least 24 hours before the meeting of the Committee, and providing the Committee shall decide whether the subject is of sufficient importance to placed on the agenda of the Committee meeting. The Chairman of the Committee shall advise the Member as to whether his request has been granted.
(STANDING COMMITTEES OF THE SOCIETY)
SECTION 1. The following Standing Committees, or Members thereof, shall be appointed as provided in the paragraphs below of this SECTION 1.
- Publication Committee
- Program Committee
- Plant Sales Committee
PUBLICATION COMMITTEE. This committee shall consist of at least five Members. It shall have control of all publications of the Society. The Chairman and Vice-Chairman shall be appointed, annually, by the President.
The President and Vice-President shall be Members ex-officio.
PROGRAM COMMITTEE. This Committee shall consist of at least five Members. This Committee shall have the responsibility for developing and presenting programs at each of the regular meetings of the Society. The Chairman and Vice-Chairman shall be appointed annually by the President.
The President and Vice-President shall be Members ex-officio.
PLANT SALES COMMITTEE. This Committee shall consist of at least five Members. It shall have the responsibility of all activities involving or related to the sale of plants conducted by the Society. The Chairman and Vice-Chairman shall be appointed, annually, by the President.
The President and Vice-President shall be Members ex-officio.
SECTION 2. The Board shall have the power to appoint such committees, in addition to the Standing Committees, as it shall find necessary or desirable in preserving and advancing the interests of the Society. The Board, after determining the need or desirability of any such committee, may delegate to the President authority to appoint Members and Chairmen of such committee. The duration of membership of any such committees shall be determined by the Board. Where the number of Members of a Standing Committee is prescribed in these RULES OF OPERATION, either definitely or by specifying a minimum number, ex-officio Members shall not be included in meeting the numerical requirements in appointments to membership
SECTION 3. Chairmen of Standing Committees shall have the power to appoint such sub-committees as they find necessary or desirable, and in making such appointments they shall not be limited, in the selection of Members, to the roster of membership of the committee (or to Members of the Association).
SECTION 1. In such voting by the Membership as is required by the BY-LAWS to be by letter ballot and to be secret, each ballot shall be placed, unsigned, in a sealed envelope. The sealed envelope shall then be forwarded to the Society in a forwarding envelope which shall be signed by or for, and clearly indicate the name of, the Member voting.
SECTION 2. Before opening the sealed envelopes and counting the ballots, the Secretary and such Tellers as may be required by these BY-LAWS or by resolution of the Board, shall first determine that all the ballots to be counted shall have been cast by persons entitled to vote.
SECTION 3. In all other voting by letter ballot, the Board of Directors shall prescribe such methods as are proper and practicable, such methods to require in any event a determination that all ballots to be counted shall have been cast by persons entitled to vote.
SECTION 1. The Board of Directors may amend these RULES OF OPERATION as provided for in BY-LAW VI, SECTION 1.
(Rule 1, Section 5, amended March 21, 1985)
(Rule 1, Section 9, added August 22, 1985)
(References to Secretary/Treasurer changed to conform with revised BY-LAWS April 21, 1987)
(BY-LAW IV (DUES) amended July 20, 1993)
(BY-LAW VI Section 12 amended November 15, 1994)
((Rule 2, Section 4, amended October 20, 1998)
(Rule 3, Section 2, amended October 20, 1998)
(BY-LAW VI Section 12 amended October 20, 1998)
(Rule 1, Section 2 amended August 19, 2003)
(BY-LAW VI Section 6 amended October 21, 2003)
(Rule 1, Section 3 amended March 21, 2019)
(Rule 1, Section 8 amended March 21, 2019)