Reasons for Proposed Revisions of the By-Laws
Article I. This is an addition. It seems fitting to introduce the By-Laws with a statement of the objects of the Society and to emphasize that its interests cover Azaleas as a part of the genus Rhododendron.
Article II, Section A. The proposed wording seems to indicate the reasons for the existence of chapters better than the old wording which was written when the chapter organization was first being proposed.
Article II, Section B. The directors feel that it is not necessarily a duty of the national organization to hold a National Rhododendron Show but that stress should be put on its duties with respect to scientific, educational and service activities.
Article II, Section H. Presidents of local chapters are considered to be directors in the full sense of the term, hence the adjective "regional" seems superfluous and might be misleading.
Article II, Section K. For various reasons, including tax reasons, the directors feel that emphasis should be placed on educational exhibits rather than shows, as the latter might possibly be construed as simply social activities of the members, whereas that is certainly not true. There hardly seems to be need for "accrediting" exhibits put on by A.R.S. Chapters. The matter of granting A.R.S. Awards is taken up under Article IX.
Article II, Section M, is designed to clarify the responsibilities of the Chapters and the Society as a whole.
Article II, Section N. The words deleted are superfluous as no accreditation is being considered.
Article II, Section O. Since this deals with chapters it is moved up from Article VII which deals with the Society as a whole.
Article III, Section A. It should be stressed at all times, of course, that Azaleas are Rhododendrons and when we say Rhododendrons "or" Azaleas it may indicate to some that we are dealing with different plants.
Article III, Section D, No. 4. It seemed advisable to define sustaining members in some way other than just "all those who do not belong to some other class of membership."
Article III, Section E. As our members know, the practice has been to charge for the books which have been published every five years and occasionally there have been other leaflets for which a charge was made, as they were not of interest to all members of the society.
Article IV, Section A. In a great many organizations of national membership the dues are established by the Governing Board since members of the Board are the ones who best know the need for funds and the problems involved in operating at fixed levels of income. Please see the discussion on another page headed "The Dues Structure of the American Rhododendron Society."
Article IV, Section D. The words eliminated seem to be repetition and therefore unnecessary.
Article V, Section A and B. The proposed wording is suggested as being clearer and more informative. Article VI, Section A. Most organizations find it desirable sometimes to have a Secretary and a Treasurer and at other times one person who performs the functions of both. It was felt that our By-Laws should not restrict us to any one procedure but permit either type of office if conditions indicate that to be the best.
Article VI, Section C. The addition is perhaps unnecessary but it leaves no doubt as to the immediate accession of the Vice President if anything should happen to the President.
Article VI, Section D. The directors felt that the duties of the Secretary and Treasurer in general should be defined by the Governing Body as at some future date it might be advisable to place most of the details of the Secretary and Treasurer's office in the office of an Executive Secretary hired by the Society. In this case the elected Secretary and Treasurer would have nominal duties as is frequently the case in organizations such as ours. As various officers or employees may have financial responsibilities it would seem better to have a blanket bond which would cover all the officers and responsible employees as indicated in Article VI, Section H, rather than for the Secretary-Treasurer alone to be bonded.
Article VI, Section E. The By-Laws have stated that "The Governing Body shall be vested with the authority to carry on the business of the organization and the management of its affairs." The hiring of an Executive Vice President or other business manager or administrative officer would be permissible just as has been the hiring of an Editor and, from time to time, other employees. However it did seem desirable that this be spelled out in the By-Laws. Furthermore, the permission for the Executive Vice President to be, ex officio, a member of the Governing Body would require specific approval in the By-Laws.
Article VI, Section F. The addition merely clarifies the matter of turning over records when an office becomes vacant for any reason.
Article VI, Section H. This has already been mentioned in Section D above.
Article VII, Section A. There might be years when the annual meeting would be held in the South and a date earlier than May might be advisable.
Article VII, Section D. Since the society as a whole holds only one meeting a year, its annual meeting, it would seem that fifteen members is entirely too small a number to constitute a quorum, hence fifty members has been proposed.
Article VII, Section E. Since the Governing Body now consists of between thirty and forty members it seemed that special meetings should not be callable by members of the Governing Body unless at least five were willing to sign the request for such a special meeting. Furthermore, the time and place should be determined by the President. There have been no such special meetings called by members of the Governing Body but provision should be made for that eventuality.
Article VII, Section F. In line with the larger membership on the Governing Body it would seem advisable to increase the number required to make a quorum.
Article VIII, Section B. Changes are suggested to move the nominating procedure to an earlier date so that there will be more of an opportunity for consideration of this important matter. Publication in the April Bulletin has been really too late to give people an opportunity to consider the nominees and to get their ballots in early enough so that they can be counted by the time of the annual meeting.
Article VIII, Section C. Selection of nominees for the position of director is always a difficult matter. There is usually a desire to retain members who have acquired experience following several years service on the Board and there is also the desire to bring in new blood and to train younger people, or at least additional people, in the duties and responsibilities of conducting the affairs of the society. The nominating committee frequently does not like to assume the responsibility of making the decision as to eliminating experienced members in favor of new names. As six directors are nominated each year it was felt that it would be well to require that the names of the two who have had the longest continuous service as members of the Governing Body should not be re-nominated. They could, of course, be elected to another office and could be elected to the Board again after a year out of office.
Article VIII, Section D. The changes in wording are suggested with the earlier nominations in mind.
Article VIII, Section F. It was felt that the expense of the mail ballot should not be incurred except with respect to amendments approved by the Governing Body. Amendments proposed by members, but not approved by the Governing Body could, of course, be presented for action at any annual meeting, provided they are published at least one month before the meeting.
Article IX, Section A, old No. 1. With our chapter organization there hardly seems a necessity for a society committee on exhibitions.
Article IX, Section A, No. 1. The American Rhododendron Society is now much too large and too widely scattered for a national committee to look at plants and grant awards. A committee is needed, however, to give general supervision to the awards program of the society. The actual awarding of Preliminary Awards, Awards of Excellence, or Test Garden Certificates must be the responsibility of local committees following the general rules and regulations of the society. (See Article on another page in which the awards program of the society is discussed.)
Article IX, Section A, No. 2. The work of registering the names and descriptions of new varieties is essentially a one man job as it consists of keeping in touch with the various breeders, answering their letters, and working in cooperation with the International Registration Authority located at the Royal Botanic Garden, Edinburgh, Scotland. The society does not issue certificates of registration but does acknowledge registration by publishing the name and description in the Bulletin.
Article IX, Section A, No. 3. Attention is called to the fact that there are both Test Gardens and Display Gardens. The society of course is interested in Display Gardens as they have a distinct educational value in the community where they are located. The details of establishing and operating such a Display Garden are best left to a local committee which knows the wishes and requirements of the local members. However, where there are official Test Gardens in which plants are to be grown for consideration for awards, such as the Test Garden Certificate, it is important that the policy should be uniform and in full agreement with the A.R.S. rules and regulations.
Article IX, Section A, No. 4. This committee goes somewhat beyond the meaning of the word "editorial" and so the name "publications" is suggested as being more descriptive.
Article IX, Section A, old No. 6. This committee on publicity seems to be unnecessary. Local chapters take care of their own publicity, and publicity for the society as a whole would normally be in the Bulletin, and come under the supervision of the publications committee.
Article IX, Section A, No. 6. In order to provide an orderly procedure for various chapters to suggest members for special honors based on long service to the society or to the cause of Rhododendrons in general, the honors committee has been established to receive recommendations from the chapters with requests for special awards. Such a committee has been functioning successfully. It receives recommendations and gives them thorough consideration, often requesting additional information, before presenting the request with recommendations to the Governing Board which has the final authority to grant the Gold Medal or other awards.
Article IX, Section A, No. 7. The activities of the species committee have been outlined at various times in the Bulletin and this simply puts it in the list of standing committees. Other subjects and activities may be covered by special committees whenever a need arises.