Proposed Bylaws of the
AMERICAN RHODODENDRON SOCIETY
ARTICLE I - OBJECTIVES & DUTIES
The objectives of the Society are to encourage interest in and the dissemination of information and knowledge about the genus Rhododendron, including Azaleas, and to provide a medium through which all persons interested in the genus may communicate and cooperate with others of like interests through educational and scientific studies, meetings, publications and similar activities.
The duties of the Society shall be to gather and issue by means of a Bulletin, to all members information compiled in the scientific studies of the genus Rhododendron, including Azaleas, and allied botanical information, issue ,pedal publications from time to time, conduct scientific and educational activities, supervise test gardens, register new varieties, maintain a variety check list, correlate the activities of the various chapters of the Society, and to carry on the activities usually associated with a national plant society.
ARTICLE II - MEMBERSHIP
Section A. Membership in the Society shall be open to all persons interested in the growth and culture of Rhododendrons, including Azaleas.
Section B. A person may become a member of the Society first, by written application to the secretary of the Society accompanied by remittance of dues: or second, being a paid up member of a chapter.
Section C. There shall be four types of membership.
ARTICLE III - CHAPTER ORGANIZATION
Section A. Local groups interested in the growth and culture of Rhododendrons are encouraged to organize chapters and affiliate with the American Rhododendron Society in order to promote mutual interest in the genus.
Section B. A group of twelve or more people, members or nonmembers of the Society, may become an official Society chapter, by application submitted to the Secretary of the Society and approval of the directors. The application should be accompanied by the dues of each member.
Section C. It is suggested that chapters designate themselves as "The Chapter of the American Rhododendron Society." Where an already organized club or society wants to become a chapter of the Society, it may retain its name, if it prefers, and be known officially as "The Garden Club, a Chapter of the American Rhododendron Society."
Section D. Chapter privileges may be withdrawn by the directors of the Society if membership of a chapter becomes less than eight, or if it fails to observe the rules and regulations of the Society.
Section E. The officers of a chapter shall be elected by its members. Results of all elections shall be promptly reported to the secretary of the Society.
Section F. The officers of a chapter and their duties shall be as set forth in the chapter's bylaws.
Section G. The president of each chapter shall be a director of the Society.
Section H. All members of a chapter shall have full membership in the Society.
Section I. Chapters are authorized to adopt bylaws consistent with those of the Society and copy of proposed chapter bylaws shall be submitted with application to the Society.
Section J. Each chapter is to have its own programs and educational exhibits.
Section K. Publications and reports of meetings by chapters shall be sent to the secretary of the Society.
Section L. Neither a chapter nor any officer or member thereof shall have power to act for the Society without the approval of the directors. A chapter shall hold the Society harmless from any or all liabilities with respect to its activities or functions. The Society only shall have a proprietary interest in the name "The American Rhododendron Society," or any combination of such words with other words. A chapter's privilege to use such name, shall be at the pleasure of the directors of the Society.
Section M. Any chapter which wishes to become a member of any other gardening group may do so but no awards of these groups are to be used at any American Rhododendron Society chapter educational exhibits.
Section N. Chapter meetings shall be held not less than four times annually.
ARTICLE IV - DUES
Section A. Dues for all classes of membership shall be established by the directors.
Section B. Dues are payable January 1 and are delinquent on April 1. Failure to pay dues by April 1 would constitute grounds for termination of membership. A member of any class may be a member of any chapter if his name appears on that chapter's roster.
Section C. Dues of chapter members shall be collected by the chapter. The chapter shall retain 30 per cent of the dues collected, for local use. The remainder shall be remitted to the treasurer of the Society.
Section D. The treasurer of the Society shall remit to the appropriate chapter 30 per cent of all chapter clues paid directly to him.
ARTICLE V - DIRECTORS
Section A. All powers vested in the Society shall be exercised by the Board of Directors, except as herein otherwise provided.
Section B. The board of directors shall consist of the officers of the Society, twelve directors elected by the members of the Society plus the presidents of chapters.
Section C. The term of office for a director shall be three years, except that the term of office of a director who is a chapter president shall be as determined by the chapter.
Section D. The directors shall meet at least twice each year. Meeting of the directors shall be held upon the call of the president or of any five directors. Either the president or the vice president must be present.
Section E.? 15 directors shall constitute a quorum. Notice of meetings of the directors shall be in writing stating the time and place of the meeting. The notice shall be sent not less than fourteen days prior to the meeting.
ARTICLE VI - OFFICERS
Section A. The officers of the Society shall be elected for 2 year terms by the directors at their annual meeting. Officers shall consist of a president, vice-president, secretary and treasurer. The office of secretary and treasurer may be held by one person. All officer, shall take office July 1.
Section B. The president shall preside at all meetings of the membership and of the directors and have the powers usually associated with the office.
Section C. The vice-president shall have the powers and duties of the president in his absence, or inability to serve. He shall become president immediately if the office of president becomes vacant by death, resignation or other reason.
Section D. The secretary and treasurer shall have the powers and duties usually associated with that office, except as otherwise determined by the directors.
Section E. An audit of the books must be made by a Certified Public Accountant at the end of the fiscal year. A copy shall be furnished to be published in the Bulletin. The certified financial report shall be presented to the membership at the annual meeting.
Section F. Upon the expiration of his term, each officer shall deliver to his successor the records of his office.
Section G. A vacancy in the office of an elected director or of an officer shall be filled by a majority vote of the directors at the next board meeting. The person thus chosen shall hold office for the unexpired term of director or officer whom he succeeds.
Section H. All officers and employees of the Society required by the directors to handle funds shall be bonded at the expense of the Society, in amounts fixed by the directors.
ARTICLE VII - MEMBERSHIP
Section A. There shall be an annual meeting of the members of the Society, the time and place thereof to be determined by the directors.
Section B. Special meetings may he called at any time by the directors.
Section C. All members shall be notified in writing or by publication in the bulletin of the time and place of all meetings of the membership, not less than two weeks before each meeting.
Section D. 100 members shall constitute a quorum at any meeting of the membership.
ARTICLE VIII - ELECTIONS
Section A. Four directors shall be elected annually by the membership. On or before November 15 of each year, the president of the Society shall appoint a nominating committee consisting of a chairman and not less than three additional members. On or before the following December 15, the nominating committee shall nominate 6 or more members of the Society as candidates for directorships. Prior to said date, the nominating committee shall also deliver to the president and to the secretary of the Society a list of persons, so nominated.
Section B. The names of the nominating committee and the names of the nominees shall be printed in the January quarterly bulletin. A brief biographical sketch of each candidate shall also he printed therein.
Section C. Members may suggest to the nominating committee the names of any paid up members as candidates for the directorships to be filled. If any such nomination is made not later than March 15 by a group of 15 or more paid up members, the name of such nominee must be included on the ballot. The nominating committee shall forward the names of any such nominees to the president and secretary forthwith upon the receipt of the same.
Section D. On or before April 1 following, a ballot setting forth the names of the candidates so nominated shall be mailed by the secretary to all paid members. A return postcard or envelope shall be used with instructions that it be mailed so that the ballot will be postmarked not later than May 1 following.
Section E. Ballots shall be counted by the directors or by a committee designated by the president for that purpose. Candidates receiving a plurality of the votes cast shall be certified as elected. In case of a tie vote, the directors as a group shall cast one vote in favor of the candidate of its choice. The newly elected directors shall take office on July 1 following.
ARTICLE IX - COMMITTEES
Section A. The president of the Society shall appoint the members of all committees.
Section B. The following shall be standing committees: awards, registration, publications, seed exchange, honors, ratings, and membership. The directors shall establish or eliminate such committees from time to time as they may deem advisable. The duties of the committees shall be as provided by the Directors from time to time. An outline of such duties shall be published in the bulletin at such times and in such manner as to provide the membership with adequate information.
ARTICLE X - AMENDMENTS
These bylaws may be amended as follows:
Section A. All proposed amendments must be read at two successive board meetings and approved by the board prior to vote by membership. In either event, the proposed amendment shall be printed in the Bulletin prior to the voting thereon and in no event shall the ballots be counted until at least one month after such publication in the bulletin and after the ballots are mailed to the members if that be the method by which the amendment is sought to he made.
Section B. By a two-thirds vote of those present and voting at any regular or special meeting of the members of the Society:
Section C. By a two-thirds vote of those voting by mail ballot upon an amendment approved and proposed by the directors.