Revision of By-Laws and Recent Actions of the Board
by Carl H. Phetteplace, M.D.
Revision of the by-laws became a necessity and was so ordered at the annual meeting at Pine Mountain, Georgia, April 20, 1969. Your president felt that the same committee that made a comprehensive and generally well accepted revision of the by-laws, published in the Bulletin, January, 1967, would be as well qualified as any for this task. The same committee was therefore appointed; Merle Saunders. a charter member as chairman, Mr. William Riddlesbarger, a prominent Eugene attorney, and your president, Carl Phetteplace. Several meetings were held and Mr. Riddlesbarger did considerable "home work" to try to accomplish a workable by-law structure.
There are some points in the proposed new by-laws at variance with the vote of the Pine Mountain meeting April 20th. This mainly has to do with the office of the eastern vice-president. The minutes of April 20, 1969 state that the Board discussed "the formation of the office of an appointed vice-president to coordinate the activities of awards, ratings, and publications committees in the eastern area." A point was made at this meeting that this should be appointive, rather than elective, thus somewhat removing him from becoming the president of the Society. The committee on by-laws revision felt that this was ill advised and that there should be no discrimination regarding eastern and western vice-presidents and recommend that this action be reconsidered. At the Board meeting September 14, 1969, this matter was brought up. It was voted unanimously to reconsider and also voted unanimously that the provision for vice-president be altered to give equal status to each. The Board then may assign duties and responsibilities that would carry out the wishes expressed at Pine Mountain.
An eastern vice-president has been discussed at Board meetings before and it is considered that this office is essential to our society regardless of what duties may be assigned to him now or later. There is no rule that any vice-president must automatically succeed to the presidency at the termination of his elected term of office. Neither, in the committee's opinion, is there any reason why an eastern member might not well be the president of the Society if he can attend meetings and is qualified to serve the best interests of the Society generally. The Board, as of this date, concurs in this position.
Incidentally, our legal member advises against the eastern vice-president wearing two hats; vice-president and director on the Board. Mr. Martin has been most valuable as a director, attending most meetings and keeping the Board in touch with sentiments in the eastern sector. This has been of inestimable value to the Board. At this writing, he is not quite willing to assume this new office of eastern vice president with all the duties and correspondence it entails. He has expressed a preference to continue as a director but the nominating committee is still hopeful he will accept. The nominating committee has found some difficulty (as of now) finding some one who is willing to serve in this capacity. If Mr. Martin should accept, of course the Board will find it necessary to appoint another Eastern director to serve his unexpired term. Both of these offices will be filled by election in the usual manner at the expiration of the terms for which they are appointed.
In connection with this office "to coordinate the activities of awards, rating, and publications" the Board, at its meeting December 7th, 1969, voted that Section A of Article X should be placed under "Policies" of the Board." Then Section B would be left in the by-laws and become Article X Section A.
For some time the Board has considered the desirability of an associate editor in the eastern sector. The approval for this was passed September 14th, 1969 and we are happy to report that Mr. Fred Knapp, of the New York Chapter, has accepted this position. Incidentally, his wife, Joan, is a professional photographer as well as a writer in her own right.
To keep in better touch with a segment of the Society further south in the eastern area, we have been fortunate in getting Dr. Herbert Heckenbleikner to serve as a contributing editor. We are very grateful to him and the Knapps for this willingness to serve.
There has been considerable opinion expressed from time to time that the immediate past president be automatically a member of the Board with full status as a Board member. This by-law revision provides for this and it has been very comforting to have Mr. Ed Dunn present to give us advice and guidance the past two meetings.
One of the suggestions of the Long Range Planning Committee is, that we provide for an "executive committee approach" for carrying on some of the Society's routine business. This will not be implemented at once, but we are looking forward to the time when we may have an headquarters office. Board meetings are already long and tiresome with much time taken up with matters that are not of great magnitude. A small, well informed executive committee could deal with many of these matters quite satisfactorily. There is no plan to implement this at once but Article IX Section A provides for such a plan when desired.
The new Article X merely establishes as policy the motion passed at the Pine Mountain meeting that ratings and awards should be initiated in the geographic area in which they are meaningful and channeled to the Board in the manner specified. A further statement on this point will appear under "Policies of the Board" which will follow perhaps in the next issue of the Bulletin.
Section B of Article XI which gave the Board authority to amend the bylaws is eliminated. If this is approved, amendments can be made only by a vote of the membership by mail.
Section XIII is identical with that adopted by other tax exempt horticultural organizations and has been approved elsewhere by representatives of the Internal Revenue Service which requires that there be a statement in our by-laws as to the disposition of residual assets in case of dissolution of the Society. This statement should appear in each and every Chapter by-laws as well. In this regard, we are advised that each individual chapter should comply with the Internal Revenue Service requirements in the particular area for tax exempt status and receive approval. A Constitution, as such, our tax accountant informs us, is not necessary in this type of organization. By-laws, however, must contain this provision for disposition of residual assets in case of dissolution. Tax exempt status of the national Society does not confer such privileges to any individual chapter.
Contrary to some advice received earlier, there is no necessity that the chapter be incorporated. Many unincorporated organizations are tax exempt if otherwise qualified.
The National Articles of Incorporation drawn up in about 1945 which then qualified the Society as an organization to which tax exempt donations could be made are presently being overhauled and changes are planned which will leave no question as to the Society's status in this regard. But it is important that each chapter proceed on its own to deal with its local Internal Revenue Service authority to establish its position. It has been said that there is some local variance of attitude among Internal Revenue Service officials on this point. All this is of special importance if a chapter is undertaking some sizeable project such as a test or display garden that might involve solicitation of sizable funds.
Policies of the Board
Our legal advisor who has had considerable experience with corporation and non profit organizations, advised that we should keep the by-laws trimmed to the bare essentials. We are now finding that it is a major operation to revise by-laws, probably requiring about a years time. Rather than clutter up the by-laws with too many details, he has suggested that we have a supplemental list of "General Policies of the Board." These are some what flexible and most of the items would be headed by the statement "unless there be unusual or extraordinary circumstances, the following shall be the general policies of the Board." A committee of some of the most experienced members of the Board is presently working on this project. It should be ready for publication in the April, 1970 issue. The committee, headed by Dr. Harold Clarke, will be glad to receive suggestions from the membership.