By Laws

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.

ARTICLE II.MEMBERSHIP

Section 1.ACTIVE MEMBERSHIP is available to any person interested in the objectives of the Society. It is divided into four classes: 1) Single, 2) Joint, 3) Life, 4) 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.

Section 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.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 6.APPLICATION FOR MEMBERSHIP may be made to the treasurer and accompanied by dues for the current year.

Section 7.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 the vote of seven of eight directors of the board. The membership of any person, over three months in arrears in dues shall be terminated automatically.

Section 8.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.

ARTICLE III.DUES

Section 1.ANNUAL DUES of the Society shall be for the calendar year. They are payable from November 1st of the preceding year and become delinquent after March 1st of the current year. If dues are not received by May 1st 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 150% of single membership dues for the first two members of a family group and another 50% for any additional member.

Section 4.DUES FOR LIFE MEMBERSHIP shall be 15 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 5 directors.

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:

All other positions: Membership, BackBulb editor, web-master, show chairman, etc. Shall be appointed by the board and may be filled by any current member.

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 web site and may either be mailed to all members or downloaded from the web site by the members.

Section 2.REGULAR MEETINGS OF THE BOARD shall be held at least eight (6) 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 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.

Section 6.PARLIAMENTARY AUTHORITY at all meetings of the members or of the Board of Directors shall be Robert's Rules of Order, Revised.

ARTICLE VI.ELECTIONS

Section 1.A NOMINATING COMMITTEE consisting of two members of the Board and a minimum of two members at large shall be appointed by the President. It shall be the duty of the committee to present a slate of nominees at the October meeting. Additional nominations for any of the elective positions may be made from the floor. Consent must be given prior to presenting a name in nomination.

Section 2.ELECTION OF ALL DIRECTORS AND OFFICERS shall be by written ballot or by oral vote with the consent of members present at the November 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.

ARTICLE 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.

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