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Thread: Ammended bylaws

  1. #1
    Copper's Avatar
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    These are the ammended bylaws that I will submit for a vote of the directors. Please let me know if they are or are not exceptable.

    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 except at the Annual members meeting and only if a quorum if met.

    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 delegate’s 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 Nominations. Nominations for members shall begin in December, one month previous to the annual meeting. Nominations can be made by any member of the NASC. Nominations will be made by contacting the current Secretary of the NASC. The secretary will keep a list of the Nominations and will supply the names of the nominees at the annual member meeting.

    Section 4.04: 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 attending members. The members of the NASC shall have a vote at the annual meeting. In this way the members shall be able to vote on the members of the Board of Directors. In the case that a quorum is not met then the voting will be done by the current directors.

    Section 4.05: Terms. All Board members shall serve 2 year terms, but are eligible for re-election. The Board members Term will be open for election with half on five on even years and four on odd years. On even years the office of Vice President, Treasurer, Head of Reasearch, Head of Distribution and Head of Public Relations shall be opened for nomination and election. On odd the office of President, Secretary, Head Grower, and Head of Conservancy shall be opened for nomination and election.

    Section 4.06: 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 4.07: Notice. An official Board meeting requires that each Board member have written or email notice two weeks in advance.

    Section 4.08. 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 4.09: 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 4.10: 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 4.11: 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.

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    Quote Originally Posted by [b
    Quote[/b] ]Section 2.06. Meetings. The annual membership meeting shall be held in January, beginning in the year of 2005
    Unless you had a meeting this january already, that should be 2006.
    \"Anyway, no drug, not even alcohol, causes the fundamental ills of society. If we're looking for the source of our troubles, we shouldn't test people for drugs, we should test them for stupidity, ignorance, greed and love of power.\"
    --P. J. O'Rourke
    GL

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    Copper's Avatar
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    Thanks
    I am just like a Super Hero, but without the power or motivation.................and the funky suit.

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    Hi Copper,

    Do you need to define what constitutes "the quorum" for annual meeting?

    Kirk
    Fitchburg

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    Should have read farther down first.
    Already defined.... Sorry

    Kirk

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    Copper's Avatar
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    I will leaves these active until the next meeting. At that time I will bring this before the board for a vote.
    I am just like a Super Hero, but without the power or motivation.................and the funky suit.

  7. #7
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    Does this say what we want it to say?

    "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."

    Should it say instead, "... Quorum. A meeting must be attended by a quorum of at least 51 percent ... "?

    The only mention I see of how people are nominated for election to the Board is this:

    "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."

    There needs to be a way for insurgents to qualify as candidates even if not favored by the existing Board members.

    At the very end, the bylaws say:

    "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."

    I assume that means 2/3 of the entire board membership, not just those voting at a particular meeting. Otherwise ~1/3 of the Board could cause quite a stir. And the 3/4 majority necessary to remove a Board member would also be based on the total number, not just those at a particular meeting?
    Bruce in CT

    Madness is something rare in individuals — but in groups, parties, peoples, ages it is the rule. Friedrich Nietzsche

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    Copper's Avatar
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    You are right about the board. The 2/3 must be of the entire board.

    Also, about how members of the board are selected,
    "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 attending members. The members of the NASC shall have a vote at the annual meeting. In this way the members shall be able to vote on the members of the Board of Directors. In the case that a quorum is not met then the voting will be done by the current directors."

    The section you are quoting is if a Board member was to resign.

    Also please notice that there are special quorum conditions for the Annual membership meeting. I have only found that this can be done with the membership meeting, but if we can keep our numbers up at the regular meetings I will check as many rules as I can to see if we can use it for all meetings. It is as follows.
    "Section 2.06. Meetings. The annual membership meeting shall be held in January, beginning in the year of 2006 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"

    The board will be elected by the members at the Annual meeting, unless this easy Quorum is not met. It has been suggested that we elect half of the board in one year and the other half the next, thus giving board members two year terms. I like this idea because then the entire board isn't new to the job. How do the rest of feel about this suggestion?
    I am just like a Super Hero, but without the power or motivation.................and the funky suit.

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