By-Laws
Mission Statement
This corporation shall serve an
educational function in providing the general public with botanical and
horticultural information on the genus Encyclia and other orchidaceae that have
once been classified as Encyclia, in order to promote the cultivation,
propagation, conservation, hybridization and exhibition of these orchids both ex
and in situ.
Exercise all other powers granted
to not-for-profit corporations under the laws of the State of Florida.
Article I – Membership
Membership shall be open to persons
interested in Encyclia and related orchid genera, and in furthering the purposes
and objectives of the corporation.
- Founding Member. Anyone present at the initial Encyclia Enthusiasts (EE)
meeting held on May 18, 2002 who pays dues before January 1, 2003.
- Charter Member.
Anyone not qualifying as a founding member who joins EE and pays dues
before January 1, 2003.
- Individual Member. Anyone joining EE on or after January 1, 2003 and
currently paying dues.
- Household Member. Any two people sharing a domicile paying combined dues
at a rate significantly lower
than two individual memberships.
The names of these individuals must be specified upon joining, as
each one will receive one vote. Only
one copy of communications and publications will be sent to the household.
- Affiliate Member. Horticultural organization paying dues at the Individual
Member rate in order to receive membership benefits for their organization
as a whole. Such members
have one vote and shall receive only one copy of communications and
publications. Such members are
required to designate a liaison to EE.
- Honorary Member. Any person who, due to extraordinary service to EE, to
orchid science, or to orchid culture, is deserving of special recognition by
EE. Honorary members have full
rights and privileges of membership without paying dues throughout their
lifetime. Any member of EE may
nominate an individual for honorary membership by submitting a nomination to
the Board of Directors, who will approve the nomination based on a majority
vote of the Board.
- Individual Life Member.
Payment of a one-time Life Membership fee will entitle any person to
full privileges of membership without ever paying any other membership dues.
- Junior Member.
Anyone under the age of 18 may become a member upon payment of dues
at a rate significantly lower than the Individual Member dues.
- Commercial Sponsor Member.
Any commercial establishment may become a member at an amount to be
set by the Board of Directors annually. Such
members will be recognized in all publications of the society and links to
their websites will be provided on the EE website. This category of membership is entitled to one vote.
Such members are required to designate a liaison to EE.
- Annual dues shall be determined by the Board of
Directors. Dues shall be
payable on the first day of January of each year.
11.
Any member who fails to pay dues by February 15 shall cease to be a
member of EE.
12.
Pro-ration of Dues. Dues paid
by members joining on or after November 1 shall cover membership for the next
year. Dues paid before November 1 shall only cover the year in
which they were paid. Except for the year 2002 when all dues shall be for
a period to include all of 2002 and 2003.
13. Termination of Membership.
Any member may be dropped from membership (with no refund of dues) for
behavior detrimental to EE. This
may be done by a two-thirds vote of the Board of Directors, upon receipt of
written recommendation from any dues-paying member.
Article II – Meetings of the
Membership
1.
Annual Meeting. An
annual meeting will be held at a place and time designated by the Board of
Directors. The Corresponding
Secretary is responsible for
notifying members of meetings. The
membership must receive notification 60 days before the meeting.
This requirement may be satisfied by announcement in a newsletter and/or
via e-mail and the website. The
meeting will typically be held in conjunction with a major orchid event.
Should unforeseen circumstances necessitate a change in the meeting place
and time, announcement must be made 30 days prior to either the initially
designated date or the new date, whichever comes first.
2.
Semi-annual Meeting. An
optional semi-annual meeting may be held in accordance with the rules stated in
section 1 above.
3.
Special meetings of the members may be called when determined
necessary or desirable by a majority of the Board of Directors.
Notice must be given to the membership 30 days in advance, along with a
statement of purpose issued by the Board of Directors.
4.
Quorum. A
quorum at membership meetings shall consist of one third of the membership either
present at the meeting or voting by proxy as described in Item 5 (Voting)
below.
5.
Voting. Each
member whose dues have been paid at the time a vote is taken is entitled to one
vote on any business submitted to the members.
Except as otherwise provided by statute or these by-laws, any proposal
brought before the Members shall he adopted by a majority of the votes cast by
those voting. Voting by those
present at meetings may be done by show of hands or by printed ballot.
Proxy ballots will be issued to the membership 30 days before a meeting
and will be counted if returned to the Recording Secretary 14 days before the
meeting or by delivery at the meeting.
6.
Rule of Order. Meetings
will be conducted according to Robert’s Rules of Order, a copy of which shall
be kept by the President and brought to Membership meetings.
7.
Presiding. The
President shall preside over meetings. In
the absence of the President, the order of succession described in Article VI
shall be followed.
Article VI – Officers
The corporation’s Officers shall
be President, First Vice President, Second Vice President, Third Vice President,
Recording Secretary, Corresponding Secretary and Treasurer.
Terms shall be two years, except during the initial period, when the
terms of the President, Second Vice President, Corresponding Secretary and
Treasurer shall be for three years. This
is so terms will be staggered in future years.
The initial year of 2002 shall be considered a complete year, meaning,
for example, that the President shall be in office through 2004, while the First
Vice President shall be in office through 2003.
During the initial four years, because membership may be small, it will
be permissible for any one person to hold more than one office.
- Term Limits.
No member may hold any one office for more than two consecutive
terms.
2. Resignation.
Any officer may voluntarily resign by addressing a letter stating a wish
to resign to the Board of Directors and submitting it to the President. Any officer who has not attended in person nor returned a
ballot for 2 consecutive meetings of the Executive Committee shall be considered
to have resigned, unless said officer has been excused by the President.
3. Removal.
Any officer may, upon 30 days notice sent by registered mail, be removed
from office by a two thirds majority of the Board of Directors if the officer is
judged to be unwilling or incapable of executing the duties of the office.
4. Absence
at Meetings. Should an officer be
absent at a meeting, the President (or acting President) may designate any other
officer to temporarily fill the duties of the absent officer.
- President. The President shall preside at all
meetings of the corporation. The
Board of Directors shall appoint such committees as the President deems
necessary. The president shall
be a member, ex officio, of all committees except the Nominating Committee.
If the Presidency is vacated for any reason, the Board shall, by a majority,
elect an interim President to serve the remainder of the un-expired term.
Such election shall be by a two-thirds vote of the Board. The interim President may be elected President for two
terms if the interim appointment was made more than one year after the
previously elected President’s election;
otherwise, the interim President may be elected President for one
term only.
6.
First Vice President. The
First Vice President shall, in the absence of the President, perform the duties
of that office. The First Vice
President shall also be EE’s Director of Programs and Exhibits.
7.
Second Vice President. The
Second Vice President shall, in the absence of the President and the First Vice
President, perform the duties of President.
The Second Vice President shall also serve as Director of Education.
8.
Third Vice President. The
Third Vice President shall, in the absence of the President, the First Vice
President and the Second Vice President, perform the duties of the President. The Third Vice President shall also serve as Director of
Publications and Website.
9.
Treasurer. The Treasurer shall be
responsible for all financial matters of the corporation, including, but not
limited to
a.
receiving and safekeeping of all funds
b.
presenting the financial status of the corporation at meetings of the
Board of Directors and the Membership
c.
disbursing funds in the normal course of operations as authorized by the
Board of Directors and/or approved by the appropriate committee chairperson
d.
keeping current a set of accounting records showing the receipts and
disbursements of the corporation
e.
preparing a forecast of income and expenses for the forthcoming year as
of February 1, and submitting said forecast to the Board of Directors for
approval
f.
assisting in the preparation of budgets for each of the
principal activities and maintaining records that will enable monitoring and
control of such budgets
g.
submitting all financial records as of June 30 each year to an Audit
Committee appointed by the President.
10. Corresponding Secretary.
The Corresponding Secretary shall
a.
accept and record membership applications and dues
b.
distribute relevant materials to new members
c.
promptly transmit dues to the Treasurer with a letter of transmittal
indicating new members’ names
d.
send out notices pertaining to corporate meetings and all matters
required by these by-laws
e.
be prepared to perform the duties of the Treasurer should that become
necessary
11.
Recording Secretary.
The Recording Secretary shall
a.
keep the meetings of all minutes of the Board of Directors and of the
general membership and submit completed minutes to the Board within 14 days of
each such meeting
b.
conduct non-membership correspondence as instructed by the President of
the board
c.
collect the minutes of any committee meetings
d.
submit all minutes to the Corresponding Secretary for distribution to the
Membership as required
e.
be prepared to perform the duties of the Corresponding Secretary should
this become necessary
Article V – Board of Directors
1.
The Board of Directors shall consist of all officers, the immediate past
President, plus three members who are not officers. The liaisons of Affiliated
Members and Commercial Members may be nominated to the Board. In addition, the President may select one highly qualified
individual from outside the membership to sit on the Board for a full term.
This individual must be approved by a simple majority of the board.
2. The
term of the Elected Directors shall be 3 (three) years, but their terms shall be
staggered such that not all terms shall terminate each year.
For start-up purposes, Directors will be elected to 2 (two) or 3 (three)
terms, with 2002 considered to be the first year.
No Director who has served a full term may succeed her/himself in office,
but this stipulation shall in no way limit a Director from serving in another
capacity as provided for in the By-laws.
3. The Board of Directors shall have general
charge and direction of the affairs and business of the corporation, the care
and management of the corporation’s funds and other corporate property, with
the power to invest, reinvest and transfer the same at its discretion;
and it shall consider and pass upon all questions concerning the
appropriation of money.
4.
The President is empowered to appoint an Emergency Committee to act in
lieu of the Board of Directors when, in her/his opinion, emergency action is
necessary. The Emergency Committee
will consist of at least 5 members of the Board of Directors, and the action it
takes must be approved by majority vote of the Emergency Committee.
It will report its actions to the full Board at the Board’s next
meeting, for ratification, following which the Emergency Committee will cease to
exist.
5. The Board of
Directors shall be empowered to remove any of its members for cause.
Such action must be ratified by a majority of the entire board, excepting
the member in question.
Article VI – Elections of Officers and Directors
1. A Nominating Committee of at least 3 voting EE
members shall be appointed by the President 3 months before the annual meeting.
2.
The committee shall create a slate of one candidate for each officer and
director position up for election that year.
This slate shall be submitted to the Corresponding Secretary 45 days
before the meeting.
3.
The slate shall be submitted to the membership at the annual meeting, at
which time any member of the corporation may nominate any other member of the
corporation for election to any position on the slate.
4.
The Officers and Directors shall be elected at the annual meeting by a
combination of the majority of members present at the meeting plus tabulation of
proxies. All
proxy ballots received by mail shall be brought to the meeting.
5.
New Officers and Directors shall take office two months after the
election, in order to insure sufficient time for transition from those leaving
office. Those leaving office are
obliged to give sufficient direction to their replacements in order to ensure a
smooth transmission.
6.
Should vacancies (other than President) arise between annual meetings,
they shall be filled by presidential appointment with the approval of a
majority of the board, and announced to the membership at the next meeting or
via any other form of notification, including but not limited to a newsletter,
e-mail or the website, whichever can be done first.
7. Any
candidate for office must have been a member of the corporation for three months
immediately prior to the election.
Article VII – Amendments
These By-laws may be amended by a
vote of two-thirds of the membership present and voting at any meeting of the
corporation, provided that written notice of such amendments is given to each
member entitled to vote at least thirty days prior to that meeting.
Article VIII
Dissolution of Corporation
Should EE decide to dissolve, all
assets remaining shall be donated to the conservation fund of the American
Orchid Society or its heirs.
Article IX
Fiscal Year
The Board of Directors shall
designate a fiscal year for the EE.
| 