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Thread: NASC bylaws

  1. #1
    Copper's Avatar
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    BYLAWS OF North American Sarracenia Conservancy


    ARTICLE I - NAME, PURPOSE

    Section 1.01. The name of the organization shall be
    The North American Sarracenia Conservancy

    Section 1.02. Purpose. The North American Sarracenia Conservancy is organized exclusively for charitable, scientific and educational purposes, more specifically it is to serve as a living record of the taxonomic, morphological and genetic diversity of the genus Sarracenia for purposes of conservation and cultivation.


    ARTICLE II
    Members

    Section 2.01. Classes. There shall be two classes of members: Corporate and Individual.

    Section 2.02. Qualifications. Membership may be granted to any individual or corporation that supports the mission and purposes of the organization, and who pays the annual dues as set by the Board of Directors. Members shall have no voting rights.

    Section 2.03. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member, and may, by a majority vote or those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues.

    Section 2.04. Resignation. Any member may resign by filing a written resignation with the Secretary; however, such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid.

    Section 2.05. Dues. Dues for members shall be established by the Board of Directors.

    Section 2.06. Meetings. The annual membership meeting shall be held in January, beginning in the year of 2005 and then each January there after. A minimum of 10% of the members present in person or by proxy shall constitute a quorum for transaction of business at a membership meeting. Meetings may be called by the Chairperson or at the request of at least 10% of the members by notice mailed, telephone, email, or telegraphed to each member not less than thirty (30) days before such meeting.

    ARTICLE III - ANNUAL MEETING

    Section 3.01: Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.

    Section 3.02: Special Meetings. Special meetings may be called by the Chair or the Executive Committee.

    Section 3.03: Notice. Notice of each meeting shall be given to each voting member, by mail or email, not less than ten days before the meeting.

    ARTICLE IV - BOARD OF DIRECTORS
    Section 4.01: Board Role, Size, Compensation. The Board is responsible for overall
    policy and direction of the Council, and delegates responsibility for day-to-day operations to the Council Director and committees. The Board shall have up to12 and not fewer than 4 members. The board receives no compensation other than reasonable expenses.

    Section 4.02: Meetings. The Board shall meet at least monthly, at an agreed upon time and place.

    Section 4.03: Board Elections. Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.

    Section 4.04: Terms. All Board members shall serve 1 year terms, but are eligible for re-election.

    Section 4.05: Quorum. A quorum must be attended by at least 51 percent of the attending Board members before business can be transacted or motions made or passed.

    Section 4.06: Notice. An official Board meeting requires that each Board member have written or email notice two weeks in advance.

    Section 4.07. Officers and Duties. There shall be at least four officers of the Board consisting of a President, Vice President, Secretary and Treasurer. Their duties are as follows:

    The President shall convene regularly scheduled Board meetings, shall preside or
    arrange for other members of the executive committee to preside at each meeting in the following order: Vice-President, Secretary and Treasurer.

    The Vice-President will chair committees on special subjects as designated by the
    board. The Vice-President shall be the keeper of the records for, but not limited to, the Growers, Research and Conservancy Committees. The heads of such committees shall send copies of the committee’s records to the Vice-President so that all such records can be easily accessible to the board. The President and secretary will also have copies of said records.

    The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.

    The Treasurer shall make a report at each Board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.

    Section 4.08: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement or informational email, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.

    Section 4.09: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if she/he has three consecutive unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.

    Section 4.10: Special Meetings. Special meetings of the Board shall be called upon the request of the President or three members of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member postmarked two weeks in advance or sent by email.

    ARTICLE V – COMMITTEES

    Section 5.01: The Board may create committees as needed, such as fundraising, housing, etc. The Board Chair appoints all committee chairs.

    Section 5.02: The four officers serve as the members of the Executive Committee.
    Except for the power to amend the Articles of Incorporation and Bylaws, the
    Executive Committee shall have all of the powers and authority of the Board of
    Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.

    Section 3: Finance Committee. The Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.

    ARTICLE VI – AMENDMENTS

    Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

    These Bylaws were approved at a meeting of the Board of Directors of
    _, 20XX.
    I am just like a Super Hero, but without the power or motivation.................and the funky suit.

  2. #2

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    Do we not think that regular members need to have some priveledge of voting? It seems like all the control is in the hands of the Board. This seems like it could, over time, foster an exclusivity within the Board as that small group has the power to drop/add people it wants in power. Also, smaller members will be more interested in the NASC if they have some hand in decision-making.
    Newnan (Atlanta), GA
    - what do you do when your bog is full? you build another. and another. and another. then you buy some pots. and some more. and some more. and some more. then you wonder how much it would cost to rework the hydrology in your yard to place your house on an island. -

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    I agree.
    45 yrs. growin\'
    Founder NASC

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    The problem with that being the quorum, enough people to vote. You have to have a certain percentage of members even show up at the meetings or you can not have meetings. This does not mean that members can not speak at the meetings and let their opinions be known. They also can turn to board members and let their wants be known. We have a difficult time getting people to the meetings. And we have let them vote, but the power is not theirs and need not be taken. This last meeting had 14 people at it. It was the largest I have seen. At the number of members we have it was not nearly enough to hold a meeting. Nothing would ever get done.

    I have one suggestion. That is that the members get to vote at the annual members meeting where the board members are voted on. That way if the members are unhappy about the way the Conservancy is run they can vote out the board. The problem with this is that we have to have a contingency plan if there are not enough members at the meeting to have a meeting. I would like to put in the contingency that if there are not enough members at the meeting the board will vote on the board members.
    I am just like a Super Hero, but without the power or motivation.................and the funky suit.

  5. #5

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    Yes, if members have voting ability for the purpose of putting people in/out of the Board, that would suffice. This would be similar to government where we vote for people who then make the decisions for us.
    Newnan (Atlanta), GA
    - what do you do when your bog is full? you build another. and another. and another. then you buy some pots. and some more. and some more. and some more. then you wonder how much it would cost to rework the hydrology in your yard to place your house on an island. -

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    Count me, plants, seeds, greenhouse, and bog space out of direct NASC membership. I disagree with the division of board and member. Factionization is the future i see for the NASC. I am still open to donations to the NASC though, just not direct membership based on the current bylaws and positions of some.

  7. #7

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    Instead of such a reaction, perhaps Copper can talk about this at a future meeting. I understand why the system in place is in place, but though I will stay here to effect positive change however long it takes, I also understand PS's reaction to it. This should be addressed between all and a consensus reached for all parties. That WILL mean giving a little to get a little, but we should be able to work past this to reach an understanding. Right now, hardly anyone attends a meeting, but as we grow, there should be more. As we grow, I can understand the need for members to address their Board Members to give an idea, make a suggestion, or bring up a real concern, as there will be too many voices all at once, and confuse the issues. Right now, I do not see the need to use that system until we actually garner more members. Am I making any sense??
    45 yrs. growin\'
    Founder NASC

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    This is frustrating. I have done (along with a few others) everything I can to keep this ball rolling and create this corporation. This is not big brother, it is the creation of a corporation. It is not an association or a club. It is a corporation. Think about it. If we grow to 200 members (that would be great) then more than 100 members would have to attend the meetings. If the members are allowed to vote for the board then vote for people you trust and allow them to work for you. We have been honset and open about everything we are doing and have tried our best to make this fair. Please do not make this an impossible challenge.

    Also, I would like to point out again that those that attend the meetings have been allowed to share their opinions and cast a vote. How can I work this if it is against the bylaws, how corporations have to work and Robert's Rules. Because your vote is an opinion. So far it has worked well. Yes it is the boards vote that counts, but I have been able to gage how the members feel that way.

    Also consider this. How would a country run if a large percent of the populace had to show up at the meetings of their congress or parliment. The country would never get anything done. If you find that you do not like your representitve you get rid of him/her when you vote at elections. There will be no Ivory Tower. Please also remember that the board members are volunteers and will receive not payment for all the hard work they are doing. We will give of our precious time and sanity try to achieve that which is very difficult - getting a non-profit organization up and running. I hope this explains things a little.
    I am just like a Super Hero, but without the power or motivation.................and the funky suit.

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