ARTICLE
I. NAME AND PURPOSE
Section
1. THE NAME of
this corporation shall be Carmel Orchid Society, Inc., hereafter referred to as
the Society.
Section
2. THE PURPOSE of
the Society shall be to stimulate interest in the study of plants of the family
Orchidaceae, to promote the conservation of native orchids, and to acquire and
disseminate to members and the public at large, practical and scientific
information regarding the collection, culture, hybridization, propagation, and
appreciation of these plants.
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II. MEMBERSHIP
Section
1. ACTIVE MEMBERSHIP is
available to any person interested in the objectives of the Society. It is
divided into five classes: 1) Single, 2) Joint, 3) Life, 4) Student, 5)
Honorary.
Section
2. SINGLE MEMBERSHIP is
open to individuals. Single members may participate in all activities of the
Society, shall pay dues, and exercise the membership voting power of the
Society.
Section
3. JOINT MEMBERSHIP is
available to two or more members of the same household. Each joint member has
the same rights and privileges as a single member.
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4. LIFE MEMBERSHIP is
available to any individual member upon the payment of prescribed dues in one
lump sum. This exempts him/her from the payment of any further dues for life.
Section
5. STUDENT MEMBERSHIP
is available to any student in Monterey County.
Section 6.
HONORARY MEMBERSHIP is
bestowed upon active presidents of other orchid societies that reciprocate the
courtesy, or as an expression of the Society's special esteem, upon occasional
individuals selected by the Board of Directors for their prominence in the
growing or study of orchids, or for some service to the Society. No honorary
member may vote or hold office.
Section 7.
APPLICATION FOR MEMBERSHIP may be made to the Treasurer and accompanied by dues for the
current year.
Section 8.
TERMINATION OF MEMBERSHIP because of conduct deemed prejudicial to the good of the Society
may be decreed after a complete hearing before the Board of Directors and on a
majority vote of the Board. The membership of any person over three six months
in arrears in dues shall be terminated automatically.
Section 9.
GUESTS are
welcome at meetings, but they are expected to apply for membership if they
become regular attendees. Individuals are entitled to attend three meetings as
guests in any one year, but guests cannot vote on Society business at the
meetings.
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III. DUES
Section
1. ANNUAL DUES of
the Society shall be for the calendar year. They are payable from November 1 of
the preceding year and become delinquent after March 1 of the current year. If
dues are not received by May 1, the membership will be terminated and the
member dropped from the roster.
Section
2. THE BOARD OF DIRECTORS is authorized to modify the annual dues as deemed necessary.
Section
3. DUES FOR JOINT MEMBERSHIP shall be determined by the Board of Directors.
Section
4. DUES FOR LIFE MEMBERSHIP shall be 10 times the annual dues.
Section
5. HONORARY MEMBERS are
exempt from payment of dues.
ARTICLE
IV. DIRECTORS AND OFFICERS
Section
1. THE BUSINESS OF THE SOCIETY shall be transacted by the Board of Directors, which is
composed of four officers: President, Vice-President, Recording/Corresponding
Secretary, and Treasurer, and up to 7 directors. Any officer’s role may be
shared by no more than two members, with specific board approval.
Section
2. TERMS OF OFFICERS and DIRECTORS shall be limited to three consecutive terms of two
years each in the same office.
Section
3. DUTIES OF THE OFFICERS shall be as follows:
- President is responsible for
conducting the general business of the Society.
- Vice-President is responsible
for the non-event regular monthly programs of the Society and shall
preside in the absence of the President and succeed in that office if it
becomes vacant.
- Recording/Corresponding
Secretary is responsible for the keeping of the minutes of the Board
meetings and handling the Society’s official correspondence.
- Treasurer is responsible for
conducting the financial business and keeping the financial records of the
Society.
Any other
positions: Membership, Backbulb editor, webmaster, show chairman, etc., shall
be appointed by the board and may be filled by any current member of the
Society.
Section
4. SERVICES PERFORMED BY THE OFFICERS shall be voluntary and without compensation.
Section
5. DISBURSEMENT OF MONEY shall be by checks in the name of the Society, signed by a
signatory designated by the Board of Directors. Business matters which relate
to the purchase, sale or encumbrance of property of the Society involving
amounts in excess of $1,000 must be approved by the general membership at a
regular meeting.
ARTICLE
V. MEETINGS
Section
1. MEETINGS OF MEMBERS shall be held at approximately monthly intervals at such time and
place as the Board of Directors shall determine. Notice of these meetings shall
be included in the Backbulb, the bulletin of the Society, as well as posted on
the Carmel Orchid Society website, and may either be mailed or emailed to all
members.
Section
2. REGULAR MEETINGS OF THE BOARD shall be held at least eight (8) times a year or more
often if necessary. A quorum shall consist of half the board members plus one.
Section
3. SPECIAL MEETINGS OF THE BOARD may be called at any time and place by the President,
Secretary, or any three Board members. Notice of such special meetings shall be
given personally or by mail or email to each Board member at least two days
before the meeting.
Section
4. STANDING RULES shall
be reviewed and established on an annual basis.
Section
5. INSTANCES OF CONFLICT OF INTEREST shall be stated by a board member and that member shall
abstain from voting on the specific matter.
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6. PARLIAMENTARY AUTHORITY at all meetings of the members or of the Board of Directors
shall be Robert's Rules of Order, Revised.
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VI. ELECTIONS
Section
1. BOARD NOMINATIONS are
accepted starting at the October meeting, by any member in good standing. The prospective board member’s consent must
be given prior to presenting their name in nomination.
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2. ELECTION OF ALL DIRECTORS AND OFFICERS shall be by written ballot or by oral vote with
the consent of members present at the December general meeting. Proxies shall
not be allowed.
Section
3. INSTALLATION OF OFFICERS shall take place at or prior to the January meeting of members.
Section
4. UNEXPIRED TERMS OF OFFICE OF DIRECTORS OR OFFICERS, which occur during any given year,
shall be filled by the Board of Directors. The tenure of such appointees shall
be until the next annual election of the Society.
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VII. AMENDMENT OF BYLAWS
Section
1. THE BYLAWS may
be adopted, amended, or repealed by a majority vote of the members present at
any regular meeting, provided such action was proposed and read at the previous
meeting.
ARTICLE
VIII. DISSOLUTION OF THE SOCIETY
Section 1. In the event of the dissolution of
this society, all properties will be sold and the monies received donated to
another local orchid society or to the American Orchid Society.