Proposed Changes In By-Laws of the
American Rhododendron Society
OBJECTIVES AND 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 co-operate with others of like interest through educational and scientific studies, meetings, publication 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 special 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 and to carry on the activities usually associated with a national plant society.
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 first, by written application to the secretary accompanied by remittance of dues; or second, being a paid-up member of a chapter.
Section C. There shall be four types of membership: l. Annual 2. Life 3. Sustaining 4. Honorary.
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 non-members, may become an official Society Chapter, by application submitted to the Secretary of the Society and approval of the Board. The application should be accompanied by the dues of each member.
Section C. In order to prevent confusion of names of chapters, the name of the proposed chapter must be approved by the Board. It is suggested, therefore, that at least one alternate name of the proposed chapter be submitted with the application. The designation of the chapter may be "The ---------------------------- Chapter of the American Rhododendron Society" or the name of an already organized group followed by the words "a chapter of The American Rhododendron Society."
Section D. Chapter privileges may be withdrawn by the Board if membership of a chapter becomes less than eight, or if it fails to observe the rules and regulations of the Society.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 by-laws.
Section G. The president of each chapter shall be ex-officio a director of the American Rhododendron Society.
Section H. All members of a chapter shall have full membership in the Society.
Section I . Chapters are authorized to adopt by-laws consistent with those of the Society and copy of proposed
chapter by-laws 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.
Section L. Neither a chapter nor any officer or member thereof shall have the power to act for the Society without the approval of the Board. 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 Society's Board.
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.
Dues for all classes of membership shall be established by the Board.
Section B. Dues are payable January 1 and are delinquent on April 1. Failure to pay dues by April 1 will 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 percent of the dues collected, for local use. The remainder shall be remitted to the Treasurer of the Society.
Section D. The Treasurer shall remit to the appropriate chapter 30 percent of all chapter dues paid directly to him.
All powers vested in the Society shall be exercised by the Board except as herein otherwise provided.
Section B. The Board shall consist of the officers, the immediate past president of the Society, twelve directors elected by the members plus the presidents of the chapters.
Section C. The term of office of a director shall be three years, except that the term of office of a director who is a chapter president shall be determined by the chapter.
Section D. The Board shall meet at least twice a year. Meetings of the Board shall be held upon the call of the president or of any five directors. Either the president or a vice president must be present.
Section E. Fifteen directors shall constitute a quorum. Notice of meetings of the Board 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.
The officers shall consist of a president, two vice presidents, a secretary and a treasurer. One of the vice presidents shall be a resident of the area east of the Mississippi River and the other shall be a resident west of the Mississippi River. One person may hold the offices of secretary and treasurer. The term of office of each officer shall commence June 1 following his election and shall continue two years thereafter, or until his successor is elected and qualified. All officers shall serve without compensation, except such allowances for expenses as are authorized by the Board.
Section B. The president shall preside at all meetings of the membership and of the Board and have the powers usually associated with the office.
Section C. The vice presidents shall each have such power and duties as are assigned to him by the Board. If a vacancy in the office of president occurs, or if the president is unable to serve, the western vice president shall serve as pro tem president until the vacancy is filled in accordance with Section G hereof.
Section D. The secretary and treasurer shall have the powers and duties usually associated with that office, except as otherwise determined by the Board.
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 Board at the next Board meeting. The person thus chosen shall hold office for the unexpired term of the director or officer whom he succeeds.
Section H. All officers and employees of the Society required by the Board to handle funds shall be bonded at the expense of the Society, in amounts fixed by the Board.
There shall be an annual meeting of the members, the time and place thereof to be determined by the Board.
Section B. Special meetings may be called at any time by the Board.
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.
The officers shall be elected biennially by the Board. Four directors shall be elected annually by the membership. On or before November 15 of each year, the president shall appoint a nominating committee consisting of a chairman and at least four additional members. On or before the following December 15, the nominating committee shall nominate from the membership six or more candidates for directorships and at the same time biennially it shall nominate from the membership one or more candidates for each office to be filled. Prior to said date, the nominating committee shall also deliver to the president and to the secretary a list of persons so nominated.
Section B. The names of the nominating committee and the names of the nominees for directors shall be printed in the January Quarterly Bulletin. A brief biographical sketch of each candidate shall also be 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 not made later than March 1st 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 for directorships shall be mailed by the secretary to all paid-up 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. On or before March 1 following, a ballot setting forth the names of the nominees for the offices to be filled shall be mailed by the secretary to each board member. The ballot shall be accompanied by a return postcard or envelope with instructions that it be mailed so that the ballot will be postmarked not later than April 1 following. Candidates receiving a plurality of votes cast shall be certified by the secretary as elected.
Section F. The ballots shall be counted by the Board or by a committee designated by the president for that purpose. Candidates for directorships and for offices receiving a plurality of votes cast shall be certified as elected. In case of a tie vote for directorships, the directors as a group shall cast one vote in favor of the candidate of its choice.
The Board may elect from its own membership an executive committee consisting of the officers, and at least three other members of the Board appointed by it. If created, the executive committee when it is in session, shall exercise all powers and authorities of the Board, except that the executive committee shall have no power or authority with respect to establishing or altering the dues of members, electing officers, filling any vacancy on the Board, voting upon candidates for directorships, or making any expenditures or creating any financial obligations for a purpose or in an amount in excess of such amount as the Board from time to time may determine or fix. The duties of each committee established by it, except the executive committee, shall be as provided by the authority creating it. 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.
Section B. The president shall appoint the members of all committees, including standing committees, except the executive committee.
RATINGS AND AWARDS
Section A. The Board shall establish procedures for the granting of ratings and making of awards by the Society, provided all national ratings or awards shall be approved by the Board.
These by-laws 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.
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.
Section B. By a two-thirds vote of those voting by mail ballot upon an amendment approved and proposed by the Board.
Upon the dissolution of the corporation, the Board of Directors, after paying or making provision for the payment of all of the liabilities of the corporation, shall dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any of such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes