Bylaws of the North Jersey Orchid Society
ARTICLE I – NAME: This Society shall be called the North Jersey Orchid Society, Inc., herein called the “Society”.
ARTICLE II – OBJECT: The objectives of the Society are to promote and aid in the development, improvement and conservation of orchids; to disseminate information concerning the culture, hybridization or development of orchids; and generally to extend the knowledge, production, use and appreciation of orchids of any kind in any manner.
ARTICLE III – MEMBERSHIP: There shall be two classes of membership.
- REGULAR MEMBERSHIP shall be open to those who are interested in orchids. This membership may be either individual or family. In the case of family, there shall be one vote for each family unit of two.
- HONORARY MEMBERSHIP may be conferred upon any person who, in the opinion of the Board of Directors (herein called “the Board”), shall have merited such honor by reason of unusual service in the interest of orchids. Such membership shall have the right to vote and hold office. Honorary members shall be exempt from the payment of dues. Such persons shall be admitted to this class of membership by the unanimous vote of the Board.
- Any member may be dropped from membership in the Society for cause at a meeting of the Board provided such member is given ten calendar days notice by postal mail of such proposed action and be afforded reasonable opportunity to be heard at a Board meeting.
ARTICLE IV – DUES:
The fiscal year shall begin on July 1st and end on June 30th of the following year. Annual dues shall be set by the Board and are payable by July 1st of each year. If dues are not paid by September 30th, the member is considered delinquent and dropped from the membership. If the person wishes to reapply for membership, he or she must pay his or her dues in the full amount.
ARTICLE V – LIABILITY AND PROPERTY: This Society shall not be liable or responsible for the destruction, loss or damage of the property of any person, or for personal injuries received whether due to the negligence of the Society, its members or representatives, or not. Property of the Society injured, damaged or removed by the act or neglect of any member shall be paid for or replaced by such member.
ARTICLE VI – GOVERNMENT AND MANAGEMENT:
- The control and management of the affairs, funds, and properties of the Society shall be vested in the Board of Directors consisting of the Officers and the Trustees. The Officers shall be a president, vice president, recording secretary, corresponding secretary, membership officer, treasurer, and newsletter editor. There shall be a minimum of seven Trustees with staggered terms.
- Regular meetings of the Board shall be held at least three times during the fiscal year. Special meetings may be called at the order of the president or at the request of six members of the Board.
- Meetings of the Board may be conducted in person or virtual, including video conferencing or other electronic means.
- The Board and/or the President may designate one or more committees (in addition to the committees provided for in these bylaws) which shall have such authority as delegated by the Board or President.
- The Board shall have the power to appoint any regular member to fill any vacancy among the Officers or Trustees, however occurring, for the balance of the un-expired term of such Officer or Trustee, by resolution duly adopted at a regular or special meeting of the Board.
- Each Officer and each Trustee shall take office on the first day of the fiscal year for which elected and shall hold office until his or her successor is elected or appointed, unless his or her office shall become vacant as provided elsewhere in these bylaws.
- The resignation of any Officer or Trustee shall be tendered to the Board in writing and may be acted on at any regular or special meeting of the Board.
- The Board shall have the authority to set the time and the place of each regular and any special meetings of the Society.
- Nine members of the Board shall constitute a quorum.
- Unless otherwise specified in these bylaws, the affirmative vote of the majority of the members of the Board present shall be required for the adoption of any resolution or motion.
- Any Officer or Trustee can be removed from office with or without cause by a majority vote at a meeting of the Board where previous notice has been given.
ARTICLE VII – OFFICERS, TRUSTEES AND THEIR DUTIES:
- Board members are expected to attend all meetings of the Board, be informed of any action relating to the duties of their office, and keep the Board informed of the activities of their respective committees.
- The PRESIDENT shall be the administrative officer of the Society and shall supervise the business and affairs of the Society. He or she shall preside at all meetings of the Board and of the Society and shall, subject to the approval of the Board, enforce all bylaws, rules and directives of the Society. He or she shall be a member ex-officio of all committees except the auditing and nominating committees. He or she shall, by and with the approval of the Board, make and execute all contracts for and on behalf of the Society. He or she shall have the authority to sign checks of the Society’s accounts to meet its obligations in the absence of the Treasurer. He or she shall keep the Board fully informed and frequently consult it concerning the business and activities of the Society.
- The VICE PRESIDENT shall perform the President’s duties in the absence of the President. The Vice President is responsible for developing the program for the meetings of the Society and arranging for all necessary equipment. He or she shall also perform such duties as may be delegated by the President.
- The CORRESPONDING SECRETARY shall be responsible for all writings and correspondence that are authorized by the Board or the President.
- The RECORDING SECRETARY shall take the minutes at all Board meetings and forward them to the President within one month after the meeting. The Recording Secretary is the custodian of the Society’s records, with the exception of financial records, including the bylaws.
- The TREASURER shall receive all moneys belonging to the Society and shall disburse them under the direction of the Board or any committee empowered by the Board to pay obligations of the Society. He or she shall deposit the funds of the Society in such bank as may be designated by the Board. He or she shall be given a position bond at the expense of the Society if such a bond is desired by the Board; keep an accurate record of the Society’s finances; have the Society’s books in good order for audit or inspection; in a timely manner file all appropriate forms with the state and federal government; and present a written annual report at the first Board meeting of the new fiscal year disclosing all cash receipts and disbursements. This annual report shall be made available to any member upon request.
- The NEWSLETTER EDITOR shall collect information including articles of interest, meeting notices, and activities and events for the newsletter. He or she shall produce and distribute the newsletter monthly to announce the regular meeting, activities of the Society, business of the Society, and any matters of interest to the membership.
- The MEMBERSHIP OFFICER shall be responsible for collecting dues and forwarding them to the Treasurer, registering and announcing new members, and keeping a record of the names and addresses of the Society members. He or she shall publish this membership list once a year and have updated information available to members as requested.
- The TRUSTEES shall assist the officers in the management of the affairs of the Society as well as perform all duties and functions delegated to them by the President.
ARTICLE VIII MEETINGS:
- The regular meetings of the Society shall be held monthly on a schedule determined by the Board.
- The annual meeting shall be held in June, at which time the election of officers and trustees, and other business shall take place.
- Special meetings of the Society may be called by the President or by any six members of the Board. Previous notice of the meeting shall be sent to the members at least five calendar days prior to the meeting. The notice can be given by e-mail, postal mail, telephone, or fax.
ARTICLE IX – NOMINATIONS AND ELECTIONS:
- By February, the Board shall appoint a nominating committee consisting of three regular members, no more than one of whom shall be a member of the Board. This committee shall be responsible for the nomination of one qualified member for each open office on the Board. The slate shall be presented to the Society members at the April meeting. In addition to this slate, additional nominations may be made from the floor at the May meeting, by a regular member duly seconded by another regular member. All members must have signified their willingness to serve before their names are presented either by the committee or from the floor.
- The list of nominees selected by the nominating committee shall be sent to members of the Society at least ten days before the May meeting and the list of all nominees shall be sent to the membership ten days prior to the annual meeting.
- Elections shall be held by show of hands. In the event of a contest the chair of the nominating committee shall collect and tabulate written ballots. The nominees receiving the highest number of votes for officer or trusteeship shall be declared elected. In the event of no contest, the chair of the nominating committee may entertain a motion to instruct the Recording Secretary to cast one ballot and the chair will announce the elected officers and trustees.
- A Quorum shall consist of one quarter of the regular members of the Society.
- The Officers shall serve a term of one year. The term of office of each Trustee shall be two years. With the approval of the Board, any Officer or Trustee may be renominated without limit.
- If there is a vacancy in the office of president, the vice president will fill the office of the president until an election or appointment by the Board.
ARTICLE X – OTHER COMMITTEES:
To execute the objectives of the Society, the Society may have several committees bearing specific responsibilities for that execution. There shall be at least the following Committees, the members of which are appointed by the President with the approval of the Board. The chair of these committees may be invited by the Board to attend meetings of the Board as non-voting members.
- The AUDITING COMMITTEE, composed of at least one regular member who is not a Board Member, shall audit the accounts of the Society by September 30th and shall report to the Board at a regular meeting of the Board. The auditing committee is dissolved when the report is given and accepted by the Board.
- The EXHIBITION COMMITTEE shall make arrangements for participation in such public or other exhibitions as the Board may authorize.
- The SHOW COMMITTEE shall organize and run a Society-sponsored show when authorized by the Board.
ARTICLE XI – RULES OF PROCEDURE: The rules contained in Robert’s Rules of Order shall serve as a guide to conducting meetings where they are not in conflict with the bylaws or other rules of the Society.
ARTICLE XII – INTERPRETATION OF BYLAWS: Except as applicable to elections, interpretation of bylaws shall be decided by the Board of Directors. Questions of interpretation of these bylaws applicable to elections shall be decided by the nominating committee.
ARTICLE XIII – INDEMNIFICATION PROVISION: Each person who acts as a Trustee or Officer of the Society shall be indemnified by the Society against expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit, or proceeding to which he or she is made a party by reason of being or having been a Trustee or Officer of the Society, except in relations to matters as to which he or she shall be individually adjudged to be liable for gross negligence or willful misconduct in the performance of his or her duties. The right of indemnification provided herein shall insure to each Trustee and Officer at the time such costs or expenses are imposed or incurred, and in the event of his or her death, shall extend to his or her legal representative.
ARTICLE XIV – AMENDMENTS: These bylaws may be amended at any regular or special meeting, duly constituted, of the members by an affirmative vote of two thirds of the members voting. No amendment shall be adopted unless the substance and effect of the proposed amendments shall have been stated in the call for the meeting. Notice of the meeting shall be sent to all members of the Society by the Recording Secretary. Notice can be sent by postal mail, e-mail, or fax.
ARTICLE XV – DISSOLUTION OF ASSETS: Upon dissolution of the North Jersey Orchid Society, Inc., assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Tax code or shall be distributed to the federal government or to a state or local government for public purpose.