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Bylaws Committee


Massachusetts Chapter's Bylaws Committee proposed in 1997 an update to the chapter's bylaws.

Please email the Chapter's President with comments or suggestions.


Index to proposed ByLaws of American Rhododendron Society Massachusetts Chapter

Article I Name and Location
Article II Purpose
Article III Members
Article IV Officers
Article V Duties of officers
Article VI Meetings
Article VII Board of Directors
Article VIII Vacancies, Resignations, and Removal
Article IX Standing Committees
Article X Special Appointments
Article XI Special Committees
Article XII Study Groups
Article XIII General Provisions
Article XIV Personal Liability
Article XV Dissolution
Article XVI Parliamentary Authority
Article XVII Amendment
Article XVIII Definition of Terms


AMERICAN RHODODENDRON SOCIETY

MASSACHUSETTS CHAPTER, Inc.

Proposed Revision of the Bylaws of the Corporation

December 15, 1997

Article I back to index

Name and Location

Section 1. Affiliation

This organization shall be affiliated with The American Rhododendron Society (hereinafter referred to as the Society) as a Chapter thereof, and shall be known officially as the "American Rhododendron Society Massachusetts Chapter, Inc.", hereinafter referred to as the Corporation.

Section 2. Offices. A Principal and Registered Office of the Corporation shall be designated.

2.1. Principal Office. The office shall be designated by the Board of Directors (hereinafter referred to as the Board). Normally this shall be at the address of the Treasurer.

2.2 Registered Office. The name and address of the registered agent shall be designated by the Board of Directors on the annual report to the Secretary of State. Normally this shall be the address of the Clerk.

Section 3. The Publication of Record. The Publication of Record shall be the Newsletter.

Article II back to index

Purpose

Section 1. This corporation is organized and shall be operated exclusively for charitable, scientific, and educational purposes in accordance with IRS Code 501(c)(3). These purposes may include but are not limited to the following:

A. encouragement of interest in and the dissemination of information and knowledge about the Genus Rhododendron (including azaleas) and related horticultural activities;

B. promotion of propagation and the dissemination of plant materials;

C. operation of display and test gardens for exhibition and study;

D. sponsorship, promotion, production of, and participation in flower shows, exhibitions, plant sales or auctions, or other activities and events open to the public;

E. encouragement of the contribution of money and property to the Corporation so as to further its charitable, educational, and scientific objectives;

F. stimulation of research in the Genus Rhododendron (including azaleas) and related horticultural topics and publication of results of such research;

G. provision of a medium through which all persons interested in the genus may communicate and cooperate with others of like interest, through educational and scientific studies, meetings, tours and garden visits, exhibits, publications, and similar activities.

Section 2. As a chapter of the American Rhododendron Society the Corporation shall follow the purposes of that organization and engage in any lawful act or activity in furtherance of the foregoing purposes or which may be authorized under the nonprofit laws of the Commonwealth of Massachusetts.

Article III back to index

Members

Section 1. Eligibility. Membership in the Corporation shall be open to any person interested in rhododendrons.

Section 2. Classes. Classes of membership shall conform to the classes as defined by The American Rhododendron Society.

Section 3. Membership in Society. All full active members of the Corporation shall hold simultaneous membership in the Society.

Section 4. Powers and Rights. In addition to the powers and rights vested in the members by statute, the Articles of Incorporation, these bylaws, or the Bylaws and Policies of the Board of the Society, the members shall have the right to elect officers and directors and to have such other powers and rights as the members or the Board may designate. Only members in good standing shall be eligible to participate in the business meetings of the Corporation. An associate member shall have all benefits accorded by a chapter to its members, including voting rights in the affairs of the Society. The right of a member to vote and all rights, titles, and interest in or to the Corporation shall cease on the termination of membership. No member shall be entitled to share in the distribution of the corporate assets upon the dissolution of the Corporation.

Section 5. Dues. Dues for all Corporation members shall be fixed by the Society. Membership in the Corporation shall begin upon receipt of membership application and dues by the Corporation. Membership shall automatically cease upon failure to pay annual dues as specified by the Society.

Article IV back to index

Officers

Section 1. Officers. The officers of the Corporation shall be a President, a Vice President, a Clerk, a Corresponding Secretary, and a Treasurer.

Section 2. Election. The officers shall be elected by majority vote by mail ballot.

Section 3. Tenure. Each officer shall be elected to a two year term. The President and Vice President shall not serve consecutive terms. They shall serve until their successors are elected and qualify, or until death, resignation, or removal. Their term of office shall begin on July 1 following the annual meeting at which they are elected. An officer who serves more than half the term in office shall be regarded as having served that term.

Article V back to index

Duties of Officers

Section 1. President. The President shall be the chief executive officer and official spokesperson of the Corporation. The President shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board are fulfilled. The President shall preside at all regular, annual, and special meetings of the Corporation, and meetings, both regular and special of the Board.

1.1. Duties. The President shall appoint the members, chairmen and vice chairmen of all standing and special committees, and all special appointees. The President may designate or alter the duties and powers of committees so long as they are not in conflict with express duties and powers delineated in these bylaws. The President may change the membership of the committees and may at any time abolish a special committee or withdraw an appointee. The President shall be ex officio a voting member of all committees and study groups except the nominating and elections committees. The President shall not chair any standing committee, special committee, or hold any office in a study group, or hold an appointed position while serving as president.

Section 2. Vice President. The Vice President shall perform such duties and have such other powers as the President or the Board shall determine. In the absence of the President or in the event of inability or refusal to act, the Vice President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions placed upon the President.

2.1. Meeting Duties. The Vice President shall be responsible for Corporation programs including speakers, meeting places, and other relevant needs.

Section 3. Clerk. The Clerk shall be a resident of the Commonwealth of Massachusetts and shall be Custodian of the Corporate Records, which shall be kept at the Registered Office of the Corporation.

3.1. The Clerk shall have such powers and perform such duties as are incident to the office and shall perform such other duties as may be determined by the Board or President. The Clerk shall be responsible for the recording of the proceedings of all regular, annual, and special meetings of the Corporation, and regular and special meetings of the Board. Those records shall constitute a part of the Corporate Records.

3.2. The Clerk shall give written notice to all officers and chairmen of all votes, orders, and proceedings affecting or pertaining to their duties. The Clerk shall notify in writing the officers and directors of their election and the committees, special committees, appointees, study groups of their appointments, and notify Executive Director of Society of the results of Chapter elections. These appointments shall be recorded in the minutes and published in the Newsletter of the Corporation. .

3.3. When the Corresponding Secretary is unable to serve, the Clerk shall give, or cause to be given, notice of all regular, annual, and special meetings of the Corporation, and regular and special meetings of the Board, and such other notice as authorized by the President, or the Board, or required by statute, the Articles of Incorporation, or these bylaws.

3.4. The Clerk shall be empowered to sign checks for payment of bills when authorized by the Board if the Treasurer or President is unable to do so.

Section 4. Corresponding Secretary. The Corresponding Secretary shall conduct such correspondence and have such duties as are incident to the office and shall perform such other duties as may be determined by the Board or President.

4.1. The Corresponding Secretary shall give, or cause to be given, notice of all regular, annual, and special meetings of the Corporation, and regular and special meetings of the Board, and such other notices as authorized by the President or the Board, or required by statute, the Articles of Incorporation, or these bylaws.

4.2. The Corresponding Secretary shall mail ballots to all members eligible to vote.

4.3. The Corresponding Secretary shall be responsible for the preparation, publishing, and mailing of the Newsletter.

4.4. The Corresponding Secretary shall be the single manager for printing and distribution of the Newsletter, Rosebay, election ballots, and other Corporation correspondence required to inform the membership, and for informational materials needed in quantity to support programs, including budgeting thereof.

Section 5. Treasurer. The Treasurer shall have custody of the Corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books and/or electronic storage devices belonging to the Corporation. The Treasurer shall be responsible for prompt deposit of all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as designated by the Board.

5.1. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, or the President with the approval of the Board, taking proper vouchers for such disbursements.

5.2. The Treasurer shall render to the President and the Board annually, and when so requested, an accounting of all transactions and the financial condition of the Corporation.

5.3. The Treasurer shall remit the designated portion of the membership dues to the American Rhododendron Society.

5.4. The Treasurer shall perform such duties and shall have such powers as may be assigned by the Board or the President.

5.5. The Treasurer shall maintain duplicate copies of the financial records of the Corporation on a suitable medium stored in a separate secured site. Such records shall be updated on a monthly basis.

5.6. The Treasurer shall be an ex officio member of the Finance Committee without vote.

5.7. The Treasurer shall be responsible for filing all Federal and State tax forms and advising the Corporation on the maintenance of the tax-exempt status of the Corporation.

Article VI back to index

Meetings

Section 1. Meetings. Regular, annual, or special meetings of the Corporation may be held at such a place, date, and hour as the Board or President may determine.

Section 2. Regular Meetings. Regular meetings of the Members shall be held at least six (6) times per year.

Section 3. Annual Meeting. The purpose of the Annual Meeting shall be to hear reports of officers, committees, special appointees, study groups, and the Board; to elect officers, Directors, and the Nominating Committee; to promote programs in furtherance of the objectives of the Corporation; and to transact any other business that may properly come before the Meeting. The reports of the officers, committees, special appointees, study groups, and the Board may be published in the Newsletter in lieu of being read at the Annual Meeting. The Annual Meeting shall customarily be held in April.

Section 4. Special Meeting. Special meetings, for any purpose or purposes, may be called by the President or at the written request of a majority of the Board, or at the written request of five percent (5%) of the members entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting shall be limited to matters stated in the notice.

Section 5. Notice. Except as otherwise provided by statute, written notice of all meetings of the Corporation, stating the place, date, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given to each member not less than ten (10) days before the meeting. Notice shall be presumed to be given if deposited in the United States Postal Service First Class Mail to the address on record with the Membership Chairman.

Section 6. Quorum. At any meeting of the Corporation, 10% of the members eligible to vote shall constitute a quorum.

Section 7. Action by Vote. Each individual, associate, sustaining or life member shall have one (1) vote. A family membership, or a sustaining or sponsoring membership issued in the name of two (2) persons at the same address, shall have two (2) votes. A commercial or corporate member shall be entitled to one (1) vote.

Article VII back to index

Board of Directors

Section 1. Membership. The Board of Directors shall be composed of the five (5) officers, six (6) Directors, and the immediate Past President.

Section 2. Election. The Directors shall be elected by majority vote by mail ballot.

Section 3. Directors' Tenure. The Directors shall be divided into three (3) classes of equal size, the term of one (1) class expiring each year. The Directors shall hold office for a three (3) year term until their successors are elected and qualified, or until their death, resignation, or removal. After two (2) consecutive terms of three (3) years, a Director shall be eligible for reelection only after one (1) year. The term of office shall begin on July 1 following the Annual Meeting at which they are elected. A Director who serves more than half the term in office shall be regarded as having served that term.

3.1. Board Officers. The Officers shall be the officers of the Board.

Section 4. Powers. The property, business, and affairs of the Corporation shall be managed by its Board, which may exercise all the powers of the Corporation and do all such lawful acts and things as are not by statute, the Articles of Incorporation, or these bylaws directed or required to be done by the members or an officer.

Section 5. Grievance Committee. The Board shall be the Grievance Committee, and shall have original jurisdiction and power to settle and adjudicate all grievances and charges from which there shall be no appeal. All such matters shall be decided by a two-thirds vote of the entire Board membership.

Section 6. Board Committees. The Board may establish Board committees. Each committee may consist of one (1) or more Board members. Each Board committee shall keep regular minutes of its meetings, report as requested, and file an annual report with the Board. A Board committee shall submit a budget request to the Finance Committee or the Board for approval. A Board committee shall not spend any funds or commit any funds to be spent, without specific authorization from the Board.

6.1. Strategic Planning Committee. The Board shall appoint three of its members to the Strategic Planning Committee. The Committee shall concentrate its efforts on the direction, goals, and objectives of the Corporation three (3) to five (5) years beyond the current fiscal year. The Corporation's Strategic Plan shall be revised annually by the Committee and shall be presented to a meeting of the Board for its review and approval. The Plan shall assess the suitability of selected courses of action to achieve the Corporation's proposed objectives, and the acceptability of the cost to achieve those objectives.

Section 7. Quorum. At all meetings of the Board, a majority of the members then in office shall constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting, at which there is a quorum, shall be the act of the Board unless otherwise required by statute or the Articles of Incorporation. If a quorum is not present at any meeting of the Board, a majority of the members present may adjourn the meeting without notice, other than an announcement at the meeting of the place, date, and hour of the adjourned meeting.

Section 8. Board Meetings. The Board may hold meetings at such place, date, and hour as it may determine but not less than quarterly.

8.1. Notice. Notice of each meeting of the Board stating the place, date, and hour of the meeting and the purpose or purposes for which the meeting is called shall be given to each board member not less than fourteen (14) days before the date of the meeting.

Section 9. Special Meetings. Special meetings of the Board may be called by the President and shall be called on the written request of a majority of the Board.

9.1. Notice of Special Meetings. Three (3) days notice shall be given to each member of the Board, either personally, or by telephone, priority mail, commercial delivery service, facsimile, or other means sent to the address as it appears on the records of the Corporation. The notice shall specify the place, date, hour and the purpose or purposes of the special meeting. Business transacted at any special meeting shall be limited to matters relating to the purpose or purposes stated in the notice.

Section 10. Telephonic Meeting. Unless otherwise restricted by statute, the Articles of Incorporation, or these bylaws, the members of the Board or any committee may participate in a meeting of the Board or a committee by conference telephone or similar communications. All persons participating in such a meeting shall be able to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 11. Action by Consent. Unless otherwise restricted by statute, the Articles of Incorporation, or these bylaws, any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, if all members consent thereto in writing, and the written consents are filed with the minutes of the Board. These consents shall be treated as votes at a meeting.

Article VIII back to index

Vacancies, Resignations, and Removal

Section 1. A Vacancy in the Office of President. In the event of a vacancy in the Office of President, the Vice President shall assume the Office of President. Should the Vice President refuse to assume the office of President, then the Board shall elect from among its members an interim President until a special election can be held.

1.1. Other Vacancies. A vacancy in an office other than President or a vacancy on the Board or other elected office shall be filled by the remaining Board members, at their discretion, even though the remaining Board members constitute less than a quorum, or by the sole remaining Board member. An officer or Director so chosen shall hold office until a successor is elected and qualified. If the vacancy is not filled, or if no member of the Board remains, the vacancy shall be filled by the members at a special election called for that purpose.

Section 2. Resignation. A member, officer, or Director may resign by delivering a written resignation to the Corporation at its Registered Office, or to the President. The resignation shall be effective upon receipt unless it is specified to be effective at some other date. Unexplained absences from two (2} consecutive Board meetings by an officer or Director may be considered a resignation from the Board.

Section 3. Removal. An officer or Director may be removed from office for malfeasance, misfeasance, or nonfeasance, for conduct detrimental to the interests of the Corporation, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purpose or purposes. Any officer or Director proposed to be removed shall receive reasonable written notice and be entitled to appear before and be heard at the Board Meeting. A two-thirds affirmative vote of the entire membership of the Board, at any regular or special meeting called for that purpose, shall be necessary for removal.

Article IX back to index

Standing Committees

Section 1. Standing Committees. The following standing committees shall be established: Bylaws and Rules, Case Estates, Elections, Finance, Honors, Hospitality Committee, Judging, Membership, Nominating, Plant Evaluation and Awards, Plants for Members (P4M), and the Rosebay Editorial Board. The following paragraphs prevail for all standing committees unless otherwise stated in these bylaws.

1.1. Membership. Each committee shall consist of at least three (3) members. The President shall appoint the Chairman of each committee who shall choose the members of the committee for approval by the President.

1.2. Tenure. The terms of all chairmen, vice chairmen, and committee members shall conclude with the outgoing president's term.

1.3. Meetings. A standing committee may meet at such date, time, and place upon the call of the chairman or upon the written request to the chairman by a majority of its members. A committee may conduct business by mail, telephone, facsimile, and by such other electronic means available provided that a majority of members is present and any expenditure of funds is approved by the Board. If the meeting is via telephone, all persons participating in such a meeting shall be able to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

1.4. Budget. Standing committee budgets shall be part of the Corporation's Annual Budget. Expenditures for different purposes or beyond those budgeted must be approved by the Board.

1.5. Reports. Each standing committee shall periodically report on its activities and shall file with the Board an annual written report at the end of the fiscal year including a financial statement and membership list.

Section 2. Bylaws and Rules Committee. A Bylaws and Rules Committee shall consist of not more than five (5) members, one of whom shall be the Chapter Parliamentarian, plus the ex officio member. It shall receive, review, edit, recommend, or initiate amendments or prepare revisions to the documents of authority. The Committee shall have primary responsibility for the preparation and maintenance of the Operations Manual.

Section 3. Case Estates Display Garden. The Case Estates Display Garden Committee, consisting of three (3) to five (5) members shall manage the Corporation's Display Garden located in Weston, Massachusetts on land under a long-term licensing agreement with Harvard University. The Committee shall prepare, budget for, and implement approved plans for preserving, developing, and maintaining the Garden as a showcase of the best species and hybrids of the Genus Rhododendron available to the New England gardening public. In addition to keeping the Board informed quarterly on Garden progress, the Committee shall defer to the Board when negotiating with the Arnold Arboretum and Harvard University.

Section 4. Election Committee. An Election Committee shall be responsible for the election of officers, Directors, and the Nominating Committee. The Committee shall prepare an election packet, instructions to voters, the ballot, a return envelope, tally sheets, and notices announcing the deadline for ballot return and time and place of the ballot counting. The ballots shall be distributed at least 30 days prior to the deadline date for ballot return. The Committee shall post the notices, receive and count the ballots, resolve challenges, and report the results to the Annual Meeting. There shall be one write-in line for each office on the ballot.

4.1. Election. The officers, Directors, and Nominating Committee shall be elected by majority of all votes cast by mail ballot. If there is no majority, the two candidates with the most votes will stand in a runoff election.

4.2. Results. The Election Committee shall report the results of the election to the Annual Meeting and shall prepare a written report for inclusion in the Newsletter to be published immediately following the Annual Meeting.

Section 5. Finance Committee. The Finance Committee shall consist of three (3) members who shall be appointed to a six (6) year term. The terms shall be staggered so that one member retires every two (2) years.

5.1. Budget and Cash Management. The Finance Committee shall make recommendations on the budget to the Board and shall monitor the budget on behalf of the Board. The Committee shall advise the President, Treasurer, and the Board on all fiscal affairs and may act for the Board in establishing or closing accounts.

5.2. Long Range Financial Plan. The Finance Committee shall develop for action by the Board a long range Corporate fiscal plan, projecting the Corporation's financial needs three (3) to five (5) years beyond the end of the current fiscal year. The Finance Committee shall report to the Board annually on the feasibility of achieving the objectives postulated by the Corporation's Strategic Plan. The committee shall submit an interim report in writing to the Board quarterly.

5.3. Capital Funds Management. Upon approval of the Board, and in accordance with the procedures established by the Treasurer, the Finance Committee may recommend investing and reinvesting the funds of the Corporation, including the general funds, and the endowment, scholarship, and other restricted funds in accordance with the policy established by the Board.

5.4. Audit. The Finance Committee shall recommend an auditor to the Board. The auditor should be a Certified Public Accountant but may be another qualified individual. In the absence of a functional Finance Committee, these duties shall be the responsibility of the Board.

Section 6. Honors Committee. The Honors Committee, consisting of three previous recipients of the Bronze Medal, shall nominate for recognition by the Board members who have made an outstanding contribution to the Corporation. In the event that no Bronze Medal winner is available for service on the Committee, the President may appoint a Member to the Committee.

6.1. Chairman. The Chairman shall be the longest serving member of the Committee.

6.2. Tenure. The term of office shall be three (3) years. The terms shall be staggered so that one (1) member retires each year.

Section 7. Hospitality Committee. The Hospitality Committee shall welcome members and guests at Corporation meetings and events. The Committee shall arrange for refreshments and arrange clean up at the conclusion of Corporation meetings and events.

Section 8. Judging Committee. The Judging Committee shall consist of five (5) to seven (7) members. The Committee shall elect its chair and shall be responsible for formulating and maintaining show rules, show schedules, and show indices for use in all Corporation flower and foliage shows. The Judging Committee shall be responsible for training show personnel (judges, clerks, stewards, and registrars). The Judging Committee shall also be responsible for assuring adequate judging and clerking supplies for all flower and foliage shows, and maintaining a list of trained show personnel for use in all flower and foliage shows.

Section 9. Membership Committee. The Membership Committee shall seek new members, secure maximum renewals of membership, collect membership dues, and provide information and assistance to the Board where appropriate. The Membership Committee shall maintain the official Membership List of the Corporation.

9.1 Membership List. The official Membership List, which contains the addresses of record and names of members eligible to vote, shall be the property of the Corporation. The use of the Membership List by organizations other than the Corporation must be approved by the Board, which may charge a fee for its use.

Section 10. Nominating Committee. The Nominating Committee, consisting of five (5) members, shall propose candidates for officers, Directors, and three (3) members of the next Nominating Committee. The Board shall nominate two (2) members of the next Nominating Committee. The incoming President shall designate one of the members as Chairman.

10.1. Tenure. The Nominating Committee shall be elected for a two (2) year term.

10.2. Nominations. At least one hundred and twenty (120) days prior to the Annual Meeting, members of the Corporation shall be invited to nominate candidates for officers, Directors, and the Nominating Committee. The call for nominations shall be published in the Newsletter and members who have previously expressed a desire to serve shall be contacted by personal communication. Nominees shall be Members of the Corporation and shall sign a statement indicating acceptance of the office, if elected.

10.3. Report. The Nominating Committee shall report its progress, in writing, to each meeting of the Board. The final report shall be read at the Corporation meeting immediately prior to the election and shall be published in the Newsletter at least sixty (60) days prior to the election.

Section 11. Plant Evaluation and Awards Committee. The Plant Evaluation and Awards Committee shall foster members' interest in breeding, selecting, recognizing, propagating, distributing, and registering cultivars for the Northeast North American climate. The Committee shall consist of five (5) to eleven (11) members, with one member being appointed chair.

11.1. Hardiness Evaluation Program. The Committee shall sponsor the Corporation's Hardiness Evaluation Program to collect, analyze, and disseminate resulting hardiness information about cultivars grown in Northeastern North America.

11.2. ARS Awards Program. The Committee shall sponsor the ARS Plant Awards Program for the Corporation using guidelines published by the ARS Plant Awards Chair and the Eastern Awards Chair. The purpose is to discover superior plants (hybrid, improved hybrid variety, or species) in order to improve the quality of plants available to the general public.

Section 12. Plants for Members (P4M). The committee shall propagate rhododendrons (including azaleas). At their discretion the Committee may propagate other genera of woody companion plants as well. These plants shall be offered for sale at reasonable prices to members of the Corporation.

Section 13. Rosebay Editorial Board. The Editorial Board shall consist of three (3) to five (5) members including the Editor of the Rosebay who shall chair the Editorial Board. The Editorial Board shall provide technical and editorial assistance to the Editor of the Rosebay as requested by the Editor.

Article X back to index

Special Appointments

Section 1. Appointments. The President shall appoint a Book Sales Manager, a Librarian, a Parliamentarian, a Public Affairs Coordinator, and a Rosebay Editor. The following paragraphs prevail for all special appointments unless otherwise stated in these bylaws.

Section 2. Tenure. The terms of all appointees shall normally be two (2) years corresponding to the term of the President who appointed them unless otherwise stated in these bylaws.

Section 3. Budget. Special appointee budgets shall be part of the Corporation budget and shall be approved by the Board with that budget. Expenditures for different purposes or beyond those budgeted must be approved by the Board.

Section 4. Reports. Each appointee shall periodically report on its activities and shall file with the Board an annual written report at the end of the fiscal year including a financial statement.

Section 5. Book Sales Manager. The Book Sales Manager shall be responsible for the ordering, maintenance of inventory, and sale to the members of books and other materials relating to the Genus Rhododendron. Books and materials of a more general nature may be included as requested or deemed valuable to the members. These materials shall be available to members at a discounted rate approved by the Board. The Book Sales Manager may sell books to the general public at a rate approved by the Board.

Section 6. Librarian. The Librarian shall maintain the Corporate Library. This library shall deal primarily with the Genus Rhododendron but may also contain horticultural information of a more general nature. The Librarian shall keep records of holdings and loans, and purchase books and other publications for loan. The Library shall be open at Corporation meetings and at other times upon the convenience of the Librarian and the Members. The Librarian shall report delinquent return of materials quarterly to the Board.

Section 7. Parliamentarian. The Parliamentarian may advise at meetings of the Corporation and the Board.

Section 8. Public Affairs Coordinator. The Public Affairs Coordinator shall be responsible for setting the style for the Corporation's communicated image to the members and the public as well as coordinating media coverage of Corporation meetings, the Annual Meeting, the Flower Show, rhododendron shows and sales, the Auction, and other events.

Section 9. Rosebay Editor. The Rosebay Editor shall suggest potential topics and secure authors for articles deemed worthy of publication and shall edit and publish the Rosebay, the corporation's official publication for information about the Genus Rhododendron. The Editor shall chair the Rosebay Editorial Board, seeking and receiving technical and editorial guidance on appropriate matters.

Article XI back to index

Special Committees

Section 1. Special Committees. Special committees shall be appointed as needed to manage major or ongoing Corporation activities, carry out special tasks or study issues. Such activities shall include but not be restricted to: display gardens, the Massachusetts Horticultural Society's New England Spring Flower Show, and the Corporation's own shows, sales, and auctions. The following paragraphs prevail for all special committees unless otherwise stated in these bylaws. These committees may be re-appointed to continue a task at the incoming President's discretion (see Sect. 1.5 Tenure).

1.1. Duties. Such committees shall seek members, organize the event or initiate and carry out the task or study, prepare a budget for the Board's approval, conduct the event, and prepare a report in a timely fashion.

1.2. Meetings. Special committees may meet at such date, time, and place upon the call of the chairman or upon the written request to the chairman by a majority of its members. A committee may conduct business by mail, telephone, facsimile, and by such other electronic means available provided that a majority of members are present and any expenditure of funds was approved in the committee budget.

1.3. Budget. Special committee budgets shall be part of the Corporation budget and shall be approved by the Board with that budget. Expenditures for different purposes or beyond those budgeted must be approved by the Board.

1.4. Reports. Each Special committee shall periodically report on its activities and shall file with the Board an annual written report at the end of the fiscal year including a financial statement and membership list.

1.5. Membership. Membership of special committees shall be restricted to members of the Corporation. The chairs of the committees shall be appointed by the President.

1.6. Tenure. The terms of all chairmen, vice chairmen, and committee members shall conclude with the outgoing President's term. In any event, the committee shall be dissolved once its report is approved by the Board.

Article XII back to index

Study Groups

Section 1. Purpose. Study groups shall serve as advocates for the interest around which they are formed. They shall provide a forum for all members to discuss, communicate, and work on matters of interest and concern to the study group and to the Corporation. The following paragraphs prevail for all study groups unless otherwise stated in these bylaws.

Section 2. Membership. All members of the Corporation shall be eligible for membership in any study group provided they abide by the provisions of its charter.

Section 3. Areas of Activity. The study groups may include but are not limited to the Dexter Study Group, the Propagators Group, and the Species Study Group, and other such groups as may be authorized by the Board. Study groups may conduct activities and programs within the scope of their charter and these bylaws. New programs requiring Corporation funds must obtain budget approval before initiating the program and expending funds.

Section 4. Charter. The Board shall approve the charter for a study group. Any changes in structure or purpose of a group must be approved by the Board. The Charter shall include: The purpose of the study group, officers, and the means of election or appointment, membership, and finance structure. This Charter shall be recorded in the minutes of the Board Meeting at which it is approved and then be published in the Newsletter.

Section 5. Dissolution. A study group that has not met or held workshops for at least one (1) year shall be deemed inactive and may be dissolved by a two-thirds vote of the Board. Notice of the dissolution shall be sent to the last known officers of the study group at the address on record, at least fourteen (14) days in advance of the vote to dissolve the study group. A study group shall deliver its charter, minutes, all official properties, materials, and records, and any funds and assets to the Corporation within thirty (30) days of its dissolution.

Section 6. Meetings. Each study group may schedule meetings at its pleasure but not in conflict with meetings of the Corporation. Notice of these meetings shall be included in the Newsletter and reported at Corporation meetings.

Section 7. Reports. Each study group shall periodically report on its activities and shall file with the Board an annual written report at the end of the fiscal year including a financial statement and membership list.

Article XIII back to index

General Provisions

Section 1. Affiliation. Membership in the Corporation shall be required for all participants on any committee or study group, or to hold any appointed or elected positions.

Section 2. Audit. The accounts of the Treasurer and any study group, committee, or appointee shall be examined by a certified public accountant or a qualified individual approved by the Board. The auditor's report and any recommendations shall be made to the Board and the members of the Corporation. In the event of a midterm change in the office of Treasurer, or Petty Cash Custodian of a study group, committee, or appointee, a special audit shall be conducted.

Section 3. Bond. If required by the Board any officer shall give the Corporation a bond in such sum and with such surety or sureties and upon such terms and conditions as shall be satisfactory to the Board, including without limitation a bond for the faithful performance of the duties of an office and for the restoration to the Corporation of all books, papers, vouchers, money and other property of whatever kind in an officer's possession or under an officer's control and belonging to the Corporation. The bond shall be at the expense of the Corporation and in such amount as may be determined by the Board.

Section 4. Budget. An itemized summary of approved expenditures and probable income for the ensuing fiscal year shall be approved by the Board. A copy of the proposed annual budget shall be included with the notice of the Board meeting at which it will be discussed.4.1. Budget Request. All committees, special appointees, and study groups requiring Corporate funding shall prepare and submit an annual budget request to the Treasurer. Funds allocated during one fiscal year shall not carry over into another fiscal year. Circumstances may require the budget to be amended during the fiscal year by the Board. Each standing committee, special committee, appointee, or study group shall be notified in writing of relevant budget changes and shall immediately comply with the request of the Board.

4.2. Necessary Authorization. No Member, officer, Director, committee, appointee, or study group shall spend any Corporate funds, or commit any Corporate funds to be spent, unless authorized in writing by the Board or President. A copy of the approved fiscal year budget, transmitted over the signature of the Treasurer, is authority to commit funds for the expenditure.

4.3. Advance Approval. Advance written approval shall be necessary from the Board for a Member, officer, Director, committee, special committee, appointee, or study group to seek resources, whether in kind or cash, from any source outside of the Corporation.

Section 5. Fiscal Year. The fiscal year shall be fixed by resolution of the Board, with due consideration of the Corporation's tax exempt status conferred by the Internal Revenue Service and the Commonwealth of Massachusetts.

Section 7. Records. Each officer, Director, chairman, vice chairman, appointee or committee member, or study group member shall deliver all official properties, materials, and records to a successor or to the Clerk within fourteen (14) days following retirement from office.

Section 8. Appointments to Committees and Other Positions. The resolution establishing all standing, special, and Board committees, study groups, and appointed positions shall specify, if applicable, the name, purpose, number of members, tenure, duties and responsibilities, meetings, reporting procedures, related committees, and expected financial costs. This information shall be filed in the minutes, the Operations Manual, and printed in the Newsletter.

Section 9. Corporate Seal. The Clerk shall have custody of the Seal of the Corporation and shall be authorized to affix the same to any instrument requiring it, and when so affixed, it may be attested by the Clerk's signature. The Board may authorize another officer to affix the Seal of the Corporation and to attest the affixing by signature of the officer so designated.

Section 10. Cash, Check, and Credit Management. No Member in any capacity other than the Treasurer shall open, or permit to be opened any bank, debit, charge, or credit account in the name of the Corporation or a committee, study group, appointee, or any other subordinate entity.

10.1. Petty Cash Funds. With the approval of the Treasurer, committees, study groups, appointees, and other subordinate entities may establish "Petty Cash Funds" by designating a Petty Cash Custodian. Funds may be collected from members of such groups to support their programs. Petty cash funds shall not exceed $150. The Petty Cash Custodian must report the fund balance to the Treasurer at the end of the fiscal year. No separate bank accounts may be opened to handle Petty Cash Funds.

10.2. Delivery of Moneys Received. Any member who receives moneys (cash, checks, notes, or charge documents) as a representative of the Corporation in performance of official duties shall deliver them to the Treasurer or to designated Corporate accounts using procedures specified by the Treasurer, and shall notify the Treasurer of such deposits within 10 days of receipt.

10.3. Financial Obligations. All bills, promissory notes, charges, or other deferred expenses shall be authorized by the officers designated in the bylaws or other persons that they or the Board may at times direct. Such authorization shall be recorded in the minutes of the Board.

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Personal Liability

The Members, Directors, and Officers of the Corporation shall not be personally liable for any debt, liability or obligation of the Corporation. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against the Corporation may look only to the funds and property of the Corporation for the payment of any such contract or claim or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation.

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Dissolution

Upon dissolution of the Corporation, all assets remaining, after payment or provisions for its debts or liabilities, shall be given to a nonprofit organization or organizations as determined by the Board to best assure the continued effective use of the assets for charitable, scientific, and educational purposes similar to those of the Corporation.

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Parliamentary Authority

Section 1. Parliamentary Authority. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern in all cases to which they are applicable, and in which they are not inconsistent with statute, the Articles of Incorporation, these bylaws, or any special rules of order the Corporation may adopt.

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Amendment

Section 1. Amendment to the Bylaws. These bylaws may be amended at any regular, annual, or special meeting of the Corporation by a two-thirds vote of the members present and voting; provided that the proposed amendment was sent to all members entitled to vote at least twenty-one (21) days and not more than sixty (60) days before the meeting.

Section 2. Amendment to the Standing Rules. The standing rules may be amended by a majority vote of the members present and voting at any regular, annual, or special meeting of the corporation. The proposed amendment must be sent at least twenty-one (21) days and not more than sixty (60) days before the meeting to all members entitled to vote.

Section 3. Effective Date. Unless otherwise provided prior to its adoption or in the motion to adopt, an amendment to these bylaws or standing rules shall take effect at the close of the meeting at which it is adopted.

Section 4. Amendments Affecting Officers, Directors, Committees, Appointees, and Study Groups. Any amendment to the bylaws or rules of the Corporation shall become the law of the officers, Directors, committees, appointees, and study groups without further notice.

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Definition of Terms

Section 1. Documents of Authority. The Documents of Authority shall be the Articles of Incorporation, the Bylaws, the Standing Rules, the Standing Orders, and the Operations Manual.

Section 2. In Good Standing. A member in good standing is one who has fulfilled the requirements for membership and who neither has voluntarily withdrawn from membership nor has been expelled or suspended from membership after appropriate proceedings.


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