ByLaws
GREATER LANSING ORCHID SOCIETY
ARTICLE I. Name
The name of the organization shall be "The Greater Lansing Orchid Society".
ARTICLE II. Objectives
A. The purposes for which the Society is organized are to create an awareness of orchid culture; to foster the preservation of native species of orchids; to support research and development of orchid culture; and to hold meetings, lectures, and exhibitions. These purposes are exclusively educational within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law.
B. Notwithstanding any other provision of these articles, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Revenue Law.
ARTICLE III. Membership
Section 1. Classes of membership
A. There shall be four classes of membership individual, joint, life, and honorary life.
1. Individual members will be required to pay annual dues, will receive copies of all society mailings, and may participate in all society events. They will be eligible to vote on all issues before the society beginning 60 days after initially joining the society and as long as they remain in good standing.
2. Joint members are restricted to one or more persons living at the same address as an individual member. Each joint member will be required to pay _ the dues of an individual member, may participate in all society events, but will not receive separate society mailings. They will be eligible to vote on all issues before the society beginning 60 days after initially joining the society and as long as they remain in good standing.
3. Life members will be required to pay10 times the individual dues rate at the time of initiating their life membership. Life members will receive copies of all society mailings, and may participate in all society events in perpetuity. They will be eligible to vote on all issues before the society 60 days after initially joining the society and as long as they remain in good standing.
4. Honorary Life Membership may be granted to society members for exemplary, long-term service to the society by a 3/4 vote of the voting members of the Board of Directors. Honorary life members are exempt from dues, will receive copies of all society mailings, and may participate in all society events. They will be eligible to vote on all issues before the society as long as they remain in good standing. No more than one Honorary life membership may be granted each fiscal year.
B. Applications for membership will be received from anyone who subscribes to the objectives of the Society. Membership shall not be limited by race, religion, age, creed, sex, handicap or place of residence.
C. Members are in good standing until termination of membership as described in Article III. Section 4.
Section 2. Founding members
A founding member shall be a member who joined and helped form the Society in its first year of development and growth.
Section 3. Guests
Members are encouraged to bring guests to regular meetings. After a guest has attended two meetings, he or she will be encouraged to join the Society.
Section 4. Termination of membership
Membership in the Greater Lansing Orchid Society shall be terminated:
A. If dues are unpaid by sixty (60) days after the date of the annual business meeting.
1. The dues shall be considered in arrears and without further notice the Member shall lose rights and privileges of membership
2. Upon payment of dues for the current year, the Member shall regain the rights and privileges of membership.
B. Upon expulsion for improper conduct.
1. Any charge of improper conduct against a member shall be made in writing to the Board of Directors, who shall investigate the charge and give the member the opportunity to answer the charge.
2. The Board of Directors may expel the member by a 2/3 majority vote or they may dismiss the charges. The member shall be notified in writing of the Board's decision.
3. Individuals expelled by the Board may request an appeal before a quorum at a regular scheduled meeting of the membership. Members can be dismissed with a simple majority vote by secret ballot of the members present.
C. Upon resignation submitted, in writing, to the Board of Directors.
ARTICLE IV. Fiscal Year, Dues, Expenditures
Section 1. Fiscal Year
The fiscal year of the Society shall be July 1 to June 30.
Section 2. Dues
The dues shall be determined and may be changed by a majority vote of the voting Members in good standing at a regular meeting, with a quorum present provided that written notice has been given to the Members at least ten days prior to the meeting. Annual dues shall be payable on presentation of a notice at the beginning of each fiscal year.
Section 3. Expenditures
A. The funds of the Society shall be expended only by the treasurer or president within the limits indicated for such authority.
B. Expenditures in excess of $1000.00 will require the approval of the membership voting at a regular meeting.
C. Expenditures of less than $100.00 may be made without prior approval of the Board of Directors. Those exceeding $100.00 require Board approval.
ARTICLE V. Board of directors
Section 1. The Board of Directors (Officers) consists of the President, Vice-President, Secretary, Treasurer, Past President, two Directors, and Newsletter Editor.
Section 2. The Board transacts all such business as may be necessary between regular meetings of the Society. The Board may recommend policies or changes in policies which are binding on future boards. All policies or changes in policies must receive membership approval.
Section 3. The majority of the members of the Board of Directors constitutes a quorum for the transaction of business at Board Meetings.
Section 4. Chairpersons of all standing committees are ex-officio (without vote) members of the Board of Directors.
Section 5. A schedule of regular Board meetings will be published at the beginning of the fiscal year. Board meetings shall be open to members in good standing.
Section 6. Special Board meetings may be called by the President with 72 hours notice. Only business stated in the notice may be transacted at a special Board meeting.
ARTICLE VI. Officers
Section 1. Selection of Officers
The President, Vice-President, Secretary, Treasurer, Newsletter Editor and Director whose term has expired are nominated and elected as provided in Article VII, Section 1.C.1. and Article IX. The officers take office upon election at the annual business meeting.
Section 2. Duties of Officers
A. President
The President shall preside at all meetings of the Society and of the Board of Directors. The President is responsible for obtaining speakers; the President may delegate this responsibility. The President shall have such other powers and perform all other duties prescribed by these Bylaws and Society Guidelines.
B. Vice-President
The Vice-President, at the request of the President and the Board of Directors or during the President's absence or inability to act, shall perform the duties and exercise the functions of the President and when so acting shall have the powers of the President. The Vice-President serves as Show Chairperson for the Society-sponsored orchid show. With Board approval, the Vice-President may delegate this responsibility. The Vice- President shall have such other powers and perform such other duties as may be assigned by the Board of Directors or as are prescribed by these Bylaws and Society Guidelines.
C. Secretary
The Secretary shall make and keep accurate and complete minutes of each meeting of the Society and of the Board of Directors. The Secretary shall mail notices of all regular and special meetings and announcements to the Members. In the absences of the President and the Vice-President, the Secretary shall call the meeting to order and conduct an election of a temporary chairperson. The Secretary shall prepare an annual report to be published in the Society's Newsletter. The Secretary shall have such other powers and perform such other duties as may be assigned by the Board of Directors or as are prescribed by these Bylaws or Society Guidelines.
D. Treasurer
The Treasurer is responsible for the receipt and disbursement of all Society funds. The Treasurer shall provide a detailed written report to the Board of Directors of Society funds spent and received in between meetings. Within thirty (30) days of the end of the fiscal year, the Treasurer shall submit for publication to the Newsletter Editor an Annual Report of Society Funds for the preceding year which shall include a statement of income and expenditures, a inventory of assets, and balance of accounts. The Treasurer shall notify Members of any dues which may be in arrears. The Treasurer shall submit to the Secretary a list of Members who have been in good standing for at least 60 days immediately prior to the election at the annual business meeting. The Treasurer's books shall be audited or reviewed annually as prescribed in Article VII Section C.4. The Board reserves the right to review the books at any time. The Treasurer shall have such other powers and perform such other duties as may be assigned by the Board or as are prescribed by these Bylaws or the Society Guidelines
E. Newsletter Editor
The Newsletter Editor shall be responsible for the production and distribution of the Society's Newsletter. The Editor is responsible for announcing all regular meetings. The Editor publishes the annual reports of the Secretary and Treasurer and other annual reports as appropriate. There will be six newsletters per year - each to be sent to Members in good standing as prescribed in Article III Section 1.A. at least seven days prior to each meeting. The Newsletter Editor shall have such other powers and perform such other duties as may be assigned by the Board of Directors or as are prescribed by these Bylaws and Society Guidelines.
Section 3. Terms of Office and Limits of Service
A. The President, Vice-President, Secretary and Treasurer serve for a term of office of one year. They may serve a maximum of three consecutive terms.
B. The two directors, one of whom is elected each year, serve for a term of office of two years. They may serve a maximum of two consecutive terms.
C. The Past President will serve the year after their service as President has ended. They will continue to serve a second or third term of office if the president is re-elected to a second and third term.
D. The Newsletter Editor has no specific term of office.
E. Individuals who have served the maximum number of consecutive terms as an officer may serve additional terms after a minimum one-year hiatus from the office.
Section 4. Vacancies
A. A vacancy arising in the office of President shall be filled by the Vice-President, who shall serve out the unexpired one-year term of President, and who shall be eligible to run for a full one-year term as President in each of the succeeding three consecutive years.
B. A vacancy arising in the office of Vice-President, Secretary, Treasurer, Newsletter Editor, or Director shall be filled by the Board of Directors from among knowledgeable and experienced Society members who have been in good standing for at least one year. A newly appointed Vice-President, Secretary, and Treasurer will serve out the remainder of the term and will be eligible to run for three additional terms. A newly appointed Director will serve out the remainder of the of the two-year term of Director and will be eligible to run for Director for two additional terms.
C. A vacancy arising in the office of Past President shall be filled by the immediately preceding Past President.
Section 5. Dismissal of Officers from the Board
Board Members of the Greater Lansing Orchid Society shall be dismissed:
A. If dues are unpaid by sixty (60) days after the date of the annual business meeting as prescribed in Section III Article 4.A. Upon payment of dues for the current year, the Board Member may be reinstated by a majority vote of the Board.
B. Upon expulsion for improper conduct or failure to discharge duties of office.
1. Any charge of improper conduct or failure to discharge duties of office against a Board member shall be made in writing to the Board of Directors, who shall investigate the charge and give the Board member the opportunity to answer the charge.
2. The Board of Directors by a simple majority vote of Board members other than the charged Board member may expel the Board member or dismiss the charges. The Board member shall be notified in writing of the Board's decision.
3. Board Members expelled by the Board may request an appeal before a quorum at a regular scheduled meeting of the membership. Members can be dismissed with a simple majority vote by secret ballot of the members present.
C. Upon resignation submitted, in writing, to the Board of Directors.
ARTICLE VII. Committees
Section 1. Standing committees
A. Composition
There shall be standing committees established by these Bylaws to assist with the business of the Society. The President shall solicit names of members in good standing interested in serving on committees. The President, with Board approval, shall designate the chairpersons and members of all standing committees and may terminate these appointments with Board approval. The chairpersons of all standing committees shall be ex-officio (without vote) members of the Board of Directors. All members of all committees shall be selected from among members in good standing.
B. Responsibilities and reporting
1. Committees shall investigate, perform their designated charges and report to the Board of Directors.
2. The reports of all standing committees shall be archived and they shall become part of the permanent record of the Society.
3. The Board may assign additional duties to standing committees as needed
C. Standing Committees
1. Nominating Committee
a. The Nominating committee shall be composed of three members appointed and approved by the Board at least 90 days before the annual business meeting.
b. The Nominating Committee shall prepare annually a slate of nominees for each elected office. The Nominating Committee shall select candidates from knowledgeable and experienced Society members who have been in good standing for at least one year. The Committee will obtain from each nominee his or her consent to serve if elected. The Nominating Committee shall present its slate of nominees at the regular meeting which precedes the annual business meeting and this slate will be published and mailed to the Membership with the notice of the annual business meeting.
c. At the annual business meeting, the Chairperson of the Nominating Committee (or the Chairperson's designee) shall place in nomination the slate of officers previously announced and provide a ballot.
2. Awards Committee
a. The Awards Committee shall be comprised of three members: President of the Society (Chairperson of the Committee), Director whose term expires at year’s end, a member-at-large not serving on the Board to be selected by the Board.
b. The Awards Committee selects the Orchidist of the Year or determines that the award shall not be given. Members of the Awards Committee are not eligible for the Award. The Committee announces its decision at the May meeting.
c. The Awards Committee is responsible for preparation of the trophy.
3. Show Committee
a. The Show Committee shall be comprised of The Vice-President (or designee) who serves as Chair and the chairs of the show sub-committees as described in the Society Operational Guidelines. The President in consultation with Show Chair selects sub-committee chairs who serve with Board approval.
b. The Show Committee will be responsible for arranging all of the activities associated with Society-sponsored orchid shows.
4. Audit Committee
a. The Audit Committee shall be comprised of three members in good standing.
b. The Audit Committee shall review the income and expenditure records, accounts records, and inventory records for the Society and report to the Board within 90 days of the end of the fiscal year.
c. The Audit Committee shall arrange for an external audit of the financial records for the Society and report to the Board within 90 days after a change in treasurer.
5. Finance Committee
a. The Finance Committee shall be comprised of the Treasurer (Chair), the President or their designee, and a member in good standing that has not served as a voting board member for the previous twelve months.
b. The Finance Committee shall prepare and submit an annual budget within 90 days of the Annual Business meeting for approval by the Board. The budget should include a projection of revenues and expenditures.
c. The Finance Committee shall coordinate plans for society fund-raising activities. Fund-raising activities and events shall be approved by the Board.
Section 2. Ad hoc committees
Ad hoc committees shall be designated, as the need arises, by the President with Board approval with the procedure for chairperson appointments and the selection of committee members the same as for standing committees.
ARTICLE VIII. Membership Meetings
Section 1. Quorum
Twenty (20) percent of Members in good standing shall constitute a quorum for the transaction of business at a regular or special meeting.
Section 2. Annual business meeting
A. The annual business meeting shall be held on the second Saturday of May.
B. The election of officers shall take place.
Section 3. Regular meetings
Regular meetings shall be held at least 6 times per year; the dates shall be determined by the Board at the first Board meeting subsequent to the annual business meeting.
Section 4. Special membership meetings
Special meetings may be called by the President at the request of a quorum of the Board of Directors or by petition of five Society members in good standing. A written notice stating the business to be transacted will be sent to the members at least ten days prior to the special meeting. Only business stated in the notice may be transacted at a special membership meeting.
ARTICLE IX. Elections
Section 1. Ballots
The Nominating Committee shall prepare a ballot of candidates to be voted on at the annual business meeting.
Section 2. Nominations
A. The Chairperson of the Nominating Committee (or the Chairperson’s designee) shall place in nomination the slate of officers prepared by the Nominating Committee.
B. Additional nominations of knowledgeable and experienced Society members who have been in good standing for at least one year may be made by Members in good standing at the annual business meeting.
Section 3. Voting
A. Voting will be by secret ballot except when there is a single candidate nominated, in which case, a motion to elect by acclamation is also acceptable.
B. Only Members in good standing are be eligible to vote in elections providing they have been Members for at least 60 days.
C. The secretary shall provide ballots to members upon their signing the list provided by the treasurer as proscribed in Article VI Section 2.D.
D. No absentee or proxy voting shall be allowed.
Section 4. Tabulation of the ballots
Votes shall be tabulated at the annual business meeting by members of the Nominating Committee. Candidates shall be declared elected upon receiving the majority of the votes cast. In cases where there are more than two candidates, a plurality shall suffice. If a tie occurs for any position, selection from among the tied candidates shall be by re-vote of the Members. In the event of a second tie, selection from among the tied candidates shall be by lot in the presence of the members at the annual business meeting.
Section 5. Retention of ballots
Ballots shall be retained by the Secretary until 60 days after the annual business meeting.
ARTICLE X. Amendments
These Bylaws may be amended by two-thirds of the Members present at a regular meeting, provided that written notice has been given to the Members at least ten days prior to the meeting
ARTICLE XI. Rules
Section 1. The Board shall establish and maintain accurate and complete Society Operational Guidelines which are not inconsistent with these Bylaws, policies duly approved by the general membership (Article V, Section 2), or rules of governing 501(c)(3) organizations. The purpose of the Operational Guidelines is to familiarize new officers or interested members with suggested procedures for the Society’s operations. The Guidelines are intended only as suggestions for operation and are not Society Policies.
Section 2. The rules in Robert's Rules of Order, Newly Revised 9th Edition (1990), shall govern in all cases to which they are applicable and not inconsistent with these Bylaws or rules governing 501(c)(3) organizations.
ARTICLE XII. Dissolution
In the event of dissolution, the residual assets of the organization will be turned over to one or more organizations which themselves are exempt as organizations described in sections 501 (c) (3) and 170 (c) (2) of the Internal Revenue Code of 1986 or corresponding sections of any prior or future Internal Revenue Code, or to the Federal, State, or local government for exclusive public purpose.
Amended and Approved 18 November 2000
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