Article 1. Name
The society shall be known as The Amherst Orchid Society.
Article 2. Purpose
Section 1. The Amherst Orchid Society shall be a non-profit association for the preservation and extension of knowledge concerning the ecology, conservation, preservation, science, cultivation, hybridization, appreciation and uses of orchids, and to carry on such activities as may be necessary or desirable to effectuate such purposes.
Section 2. The Society shall at all times be operated for the purposes stated above, or any other like or similar charitable purpose within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986. No part of the net income of the Society may under any circumstances inure to the benefit of any private individual. No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Society shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
The Society shall not participate in any transaction resulting in a diversion of its income or assets to any officer, director, member, employee or contributor, other than the payment of reasonable compensation for personal services or supplies and service approved by the Board actually rendered to the Society. Notwithstanding any other provision of this certificate, the Society shall not carry on any other activities not permitted to be carried on by an organization exempt from federal tax under section 501(c)(3), contributions to which are deductible under section 170(c)(2), of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Revenue Law.
Upon the dissolution of the Society, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Society, dispose of all of the assets of the Society in such manner, or to such organization or organizations, organized and operated exclusively for charitable, educational or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the appropriate court of competent jurisdiction, exclusively for such purposes or to such organization or organizations, which are organized and operated exclusively for such purposes, as such court shall determine.
Article 3. Membership
Section 1. Membership shall be open to anyone interested in orchids. Members shall join the Society by payment of dues. Memberships may be individual, student, family, or honorary. Student memberships shall be limited to people matriculated in a course of study. A family membership shall be limited to two persons residing in the same household, each entitled to one vote. Individual, student, and honorary members shall each have one vote.
Section 2. An individual may be nominated for honorary life membership by a majority vote of the Board of Directors, and elected by a majority vote of the membership present at a regular meeting.
Article 4. Board of Directors
Section 1. The Board of Directors (Board) shall manage and conduct the routine business of the Society and recommend policy changes as deemed necessary. Changes in policy must receive Membership approval by a majority vote as per Article 9 Section 4. The Board transacts all such business as may be necessary between regular meetings of the Society. The Board should regularly review the operations of the Society and receive reports from all officers and appointees to assure that the Society is functioning properly.
Section 2. The Board of Directors shall consist of the President, Vice President, Treasurer, Recording Secretary, Corresponding Secretary, and three Directors at large. Three members of the Board shall constitute a quorum at any Board meeting.
Section 3. The members of the Board of Directors shall be elected at the annual meeting as per Article 9 Section 4 and shall hold office for two calendar years, or until their successors are elected. Each officer shall perform the duties usually attached to his/her respective office.
Section 4. Any vacancy among the officers or directors shall be filled for the unexpired term by two-thirds vote of the remaining members of the Board.
Section 5. The Board shall biannually appoint members to the following positions: newsletter editor, conservation committee chair, librarian, membership secretary, newsletter editor(s), publicity chair, show committee chair, show committee, program chair, AOS representative, EOC representative. Other positions may be created as deemed necessary by the Board.
Section 6. In the event of repeated failure to perform to the satisfaction of the Board the minimum duties of the office, the officer or any of the appointees shall be warned that his/her performance is unsatisfactory. If, after 60 days, his/her performance is still deemed unsatisfactory by the remaining Board, the officer or appointee shall be deemed vacated by the unanimous vote of the remaining members of the Board of Directors. Failure to perform shall be defined as anything which the majority of the board decides is failure to discharge duties or to act in an appropriate and timely manner.
Section 7. The Board of Directors shall cause to be created and periodically updated a Society Handbook which will contain a record/guidance about the critical functions of the Society such as non-profit status, insurance, and detailed duties for officers, committees and all appointed positions.
Section 8. Upon transfer of the office of treasurer, and at any time the Board deems necessary, the Board of Directors shall audit the treasury. At the same time, the Board shall review the non-profit status of the Society.
Article 5. Duties of Officers
Any officer who is unable to attend a regular meeting shall be responsible for arranging for another member of the Society to fulfill his/her duties at that meeting.
Section 1. President. It is the duty of the president to preside at all meetings of the Society and the Board of Directors. The President is responsible for the overall day to day operations of the Society.
Section 2. Vice President. It is the duty of the Vice President to perform the duties of the President in his or her absence.
Section 3. Treasurer. It is the duty of the treasurer to keep a true and accurate record of all receipts and disbursements of the Society; to receive all moneys belonging to the Society and deposit said funds in the name of the Society in accounts authorized by the Board of Directors; to disburse funds for regular operating expenses such as speakers fees, newsletter printing, mailings and plant donation; prepare the annual budget report and file all necessary state and federal tax forms within allowable filing periods.
Section 4. Secretary (Recording): It is the duty of the Recording Secretary to maintain the records of the Society; to keep accurate minutes and attendance of all regular Society and Board meetings; to have minutes of all meetings available at al meetings; and maintain a Society calendar.
Section 5. Secretary (Corresponding). It is the duty of the Corresponding Secretary to receive and respond to and otherwise take care of all correspondence with other clubs, organizations or other inquiries regarding the Amherst Orchid Society.
Article 6. Elections
Section 1. The Board shall appoint a nominating committee consisting of three members. No nomination shall be valid without the consent of the nominee. Nominations may be made from the floor in addition to those presented by the nominating committee.
Section 2. The terms that the members of the Board shall serve shall be staggered so as to provide continuity to the functioning of the organization. No officer or Board member may serve more than two consecutive two-year terms unless the nominating committee is unable to nominate another viable candidate within two consecutive club meetings whereupon the incumbent, if willing, may serve another term.
Section 3. If two or more candidates shall be nominated for an office, the nominee receiving the plurality vote shall be declared elected.
Article 7. Meetings
Section 1. Monthly Meetings. There shall be one regular meeting each month, where feasible, except during August, conducted in accordance with Article 9 Section 1.
Section 2. Annual Business Meeting. The annual business meeting shall be held before November 30th. The annual reports of officers, committee chairs and appointed members shall be given at this time and election of officers by the membership shall take place as per Article 6 Section 3 Article 9 Section 4.
Section 3. Special Meetings. The President may call special meetings upon written notice given to the membership at least 7 days before the meeting.
Section 4. The Secretary shall give written notice to the membership of regular or special meetings at least seven days before the meeting.
Article 8. Dues
Dues & Charity Accounts
Section 1. Dues/Club Account.
A) The annual dues shall be set by the Board and approved by a majority of the membership at a legal meeting. There shall be no dues for honorary membership. All dues will be deposited into the Club Account.
B) The annual dues shall be payable at the beginning of the calendar year. The Membership Secretary shall notify members whose dues have not been paid by March 1st without delay. Failure to pay the annual dues by April 1st shall be dropped from the rolls of the Society. New members joining after September 1st shall be considered to have paid dues through the next calendar year. A member may terminate his/her membership without refund at any time upon written notice to the Club.
C) Special assessments may be levied equally on all members. All special assessments shall be deposited into the Club Account. Written notice of intention to make an assessment shall be given at least seven (7) days prior to a regular or annual business meeting at which the assessment will be discussed. The assessment will be put to a vote of the membership at the next scheduled regular meeting and will require a 2/3 vote of those present and voting.
Section 2. Charity Account. All funds raised by fundraisers or gifts shall be deposited in the Charity Account. This account shall be used only to advance the purposes of the Society as described in Article 2 Section 1.
Article 9. Procedure
Section 1. Fifteen percent of the membership shall constitute a quorum and no business shall be transacted unless a quorum is present. A meeting duly noticed at which a quorum is present shall constitute a legal meeting.
Section 2. Election of officers, special assessments, and amendments to the bylaws shall be by voice vote, unless a written ballot is requested by a majority of the membership present.
Section 3. Special assessments and amendments to the bylaws shall require two-thirds majority vote of members present and voting at a legal meeting.
Section 4. A simple majority vote of those present and voting shall be necessary in other matters not herein specified.
Section 5. In matters not specifically provided for in the bylaws, the rules contained in Robertís Rules of Order, Revised shall apply.
Article 10. Amendments
Section 1. These bylaws may be amended or altered at a special meeting called for that purpose or at any regular meeting ten days after the membership is given written notice of the proposed amendments.
The above bylaws were adopted by the Amherst Orchid Society on December 13,1998.