Constitution & Bylaws

 

Home > About ABS > Constitution & Bylaws Constitution and Bylaws of the ABS ARTICLE I - NAME Section 1 - This organization shall be known as the American Begonia Society and shall be conducted on a non-profit basis. The main office of this Society shall be within the State of California. ARTICLE II -PURPOSE Section 1 - The purpose of this Society shall be: To stimulate and promote interest in begonias and other shade-loving plants: To encourage the introduction and development of new types of these plants: To standardize the nomenclature of begonias: To gather and publish information in regard to kinds, propogation and culture of begonias and companion plants: To issue a bulletin which will be mailed to all members of the Society: and To bring into friendly contact all who love and grow begonias. ARTICLE III - MEMBERSHIP Section 1 - All persons who are interested in begonias shall be eligible to membership, subject to the approval of the Board of Directors. The Board of Directors may revoke the membership of any member for just cause. Section 2 - There shall be five classes of membership in the Society, known as Annual, Life, Honorary, Sustaining, and Benefactor. Annual members shall have all the usual privileges of membership and shall pay dues of the amount as established by the By-laws. Annual membership shall be for one year from the date dues are paid. Life members shall have all the usual privileges of membership . The payment of a life membership fee shall exempt a member from paying further dues during his/her lifetimes. Life membership shall not be subject to cancellation or refund of any part of dues for any reason. Honorary members are persons whom this Society shall deem worthy of honor and may, at any regular board or annual meeting, be elected an honorary member by two-thirds majority vote of the members present, at which time a determination shall be made as to the duration of said honorary membership. For each person elected as an honorary member, the proper membership fee shall be transferred from the current funds of the Society to the life membership fund, even though said honorary membership shall be less than for life. Honorary and life membership shall have all the usual privileges of membership. The Board of Directors may not approve more than four honorary memberships per year. Section 3 - Each annual, life, honorary, sustaining or benefactor member shall be entitled to one vote on all matters brought befor the Society and shall receive the official publication. Section 4 - Each annual, life, honorary, sustaining, or benefactor membership may include a member of the household of the previously listed member with the annual dues payment of the amount set by the Board of Directors, which shall entitle him/her to vote and be eligible to hold elected or appointed office. Section 5 - A sustaining membership shall be awarded to any person upon annual payment of twice the amount of the regular dues. Section 6 - A benefactor membership shall be awarded to the donor of $500.00, or more, to the current funds of the Society, and it shall entitle the holder to all privileges of the Society for one year. ARTICLE IV - OFFICERS Section 1 - The officers of this Society shall be Immediate Past President, President, First Vice-President, Second Vice-President, Secretary, and Treasurer, one director from each Branch Society, Regional Organization and Representative of members at large. Section 2 - The following officers shall be elected bi-annually in July by ballot: President, First Vice-president, Second Vice-President, Secretary and Treasurer. Each member of the Society is entitled to one vote. All officers shall serve one year and be installed at the annual meeting. No elected officer named in this section, except Secretary and Treasurer may serve in the same position for more than two terms. Section 3 - A director shall be elected by each branch society, or regional organization to assume office and be installed by said branch or regional. Section 4 - Any appointed or elected officer may be relieved of his/her office for just cause, as described by Robert’s Rules of Order, page 555, 1970 revision, by majority vote of the Executive Board, subject to the approval of two-thirds of the elected board present at a regular meeting. ARTICLE V - BOARD OF DIRECTORS Section 1 - The Board of Directors shall consist of the six officers elected by the entire membership of the Society, The Immediate Past President, Branch and regional Organization Directors, Department Heads, and the Committee Chairmen appointed by the President. Section 2 - The Executive Board shall consist of the President, First, Second, and Secretary, Treasurer, and Immediate Past President. ARTICLE VI - MEETINGS Section 1 - There shall be an annual meeting of the Society at a time and place to be Designated annually by the Board of Directors to be held within Sixty (60) days of the close of the fiscal year. ARTICLES VII - BRANCH SOCIETIES Section 1 - Any group of seven or more members of this Society who wish to affilliate themselves to forward the work and purposes of the Society may be organized into a branch society, upon approval of the Board of Directors, shall be issued a charter. Section 2 - The Charter of any branch, upon approval of the majority of the Board of Directors of this Society may be suspended, and after due hearing before said board, upon action of a majority of said board, may be withdrawn. ARTICLE VIII - FUNDS Section 1 - The current funds of the Society shall be expended only on order of the Board of Directors Section 2 - Neither the Board of Directors, nor anyone delegated by them, nor any of the officers, shall incur any debt or liability in the name of the Society beyond the available funds in the hands of the Treasurer. Section 3 - All monies received for Life and Honorary memberships shall be invested by the Treasurer as may be directed by the Board of Directors, and only the interest accrued therefrom shall be used for current expenses of the Society. Section 4 - The fiscal year shall end on July 31. ARTICLE IX - AMENDMENTS Section 1 - Amendments to this Constitution may be initiated by a majority vote of the members present at any Annual Meeting. Such amendments written as part of the entire section being changed shall then be submitted to the membership in accordance with Section 2 of this article. Section 2 - The Secretary shall initiate the distribution of a ballot covering the proposed Amendment(s) to each member of the Society within sixty (60) days after the annual meeting at which the Amendment(s) was initiated, the request for a vote upon said Amendment(s) be mailed to reach the ballot counting Chaiman within one hundred twenty (120) days after the annual meeting at which the Amendment(s) was initiated. If the majority of the votes cast are in favor of its adoption, the Amendment(s) shall be declared adopted at the mext meeting of the Board of Directors. A notice of said adoption shall be published in the next issue of the official Publication, hereafter tobe known as the BEGONIAN. ARTICLE X - RULES OF ORDER Section 1 - Robert’s rules of Order Newly revised shall govern the conduct of all meetings and the decision of all questions not specifically covered by this Constitution and Bylaws. ARTICLE XI - ADOPTION OF CONSTITUTION Section 1 - This Constitution shall be subject to the same Rules of Adoption laid down in Article IX concerning amendments, and upon adoption shall go into effect immediatly, superceding all former Constitutions when officially declared, or published in the official publication of the Society. Bylaws of the AMERICAN BEGONIA SOCIETY ARTICLE 1 - DUTIES OF ELECTED OFFICERS Section 1 - The President shall preside at all meetings of the Society and the Board of Directors. He/She shall appoint heads of various departments with the exception of the Editor of the BEGONIAN, and these appointments shall be subject to the approval of the Board of Directors. He/She shall have general supervision of the affairs of the Society and shall be an ex-officio member of all committees except the Nominating Committee. Section 2 - The First Vice President shall perform the duties of the President in His/Her absence, or whenever the President is unable to perform the duties of the office. A vacancy in the office of the President shall be filled by the First Vice President. The First Vice President shall be included in planning and policy making during his/her years of services as a method of training for possible succession to the Presidency. Section 3 - The Second and shall perform such duties as are assigned to them by the President. Section 4 - The Directors elected by each branch and regional organization shall attend the meetings of the Board of Directors of the American Begonia Society when possible, shall make such reports and recommendations as will further the interests of the Society, and shall file an Annual written report of the branch or regional organization activities with the Recording Secretary of the American Begonia Society at the Annual Meeting. Section 5 - The Treasurer shall receive and account for all monies of the Society and shall disburse the monies under the directions of the Board of Directors. The books shall be closed as of the last day of each month and a written report prepared and presented to the Board of Directors at the following Board meeting. The American Begonia Society shall obtain a bond with a surety company in such sum as the Board of Directors may determine. He/She shall make to the Board of Directors monthly, and to the Society annually, a report of all receipts and disbursements. The annual report made by the Treasurer shall be presented at the Annual Meeting of the Society and shall be accompanied by a report of the audits made by the audit committee of two members appointed by the President. Section 6 - The Secretary shall keep complete and concise records of the proceedings of the Society and of the Board of Directors, and shall have charge of the records of the Society except for such basic records kept by the various departments and officials as are necessary for their proper functioning. The Secretary shall transmit the minutes of the regular Board meeting to the Editor for publication in the BEGONIAN Not later than the first day of the month following the regular meeting of the Board of Directors. ARTICLE II - BOARD OF DIRECTORS Section 1 - The Board of Directors shall be the administrative and Executive body of this Society, shall transact all business of the Society between Annual meetings, arrange for Annual meetings and any special meetings, establish and approve such special committees as may be necessary to promote the objectives of the Society, approve the establishment of branch societies and regional organizations and issue charters to them, and make sure such regulations as may be necessary for the good of this Society. Section 2 - The Board of Directors shall meet at least four (4) times a year and/or monthly on call of the President, or in his/her absence by the First Vice President, the time and place to be published in the BEGONIAN. Section 3 - When it is not feasible to hold a regular Board meeting the Executive Board may transact necessary business which must be approved by the Board of Directors by mail. Of the mail returned, a majority opinion shall determine approval or disapproval. The result of the voting must be recorded in the minutes of the next Board of Directors meeting. Section 4 - Each elected and each appointed position on the Board of Directors is entitled to one vote in matters what come before the board. In the event of a committee or department co-chairmen or co-directors, each co-chairman or co-director is entitled to one vote. ARTICLE III - APPOINTED OFFICERS Section 1a - The officers to be appointed by the President as Committee Chairmen or Department Heads to serve as Directors on the Board of Directors for his/her term, or until replaced consist of, but are not limited to ( in alphabetical order) Advertising, Audit, Awards, Ballot Counting, Book Store, Branch Relations, Business Manager, Conservation, Consulting Begonians, Finance, Historian, Judging, Librarians, Membership, Members at Large, Nomenclature, Nominating, Parlimentarian, Program (slides and speakers), Publications, Public Relations, Research, Round Robins, Seed Fund (Clayton M. Kelly), Show, Show Advisory, and Show Classifcation and Entries. Section 1b - The Editor shall be selected by the Editorial Board, consisting of thr President, who shall act as chairman, the First Vice President, the Immediate Past President and two members chosen by the President. The Editor shall serve as a member of the Board of Directors. Section 2 - The duties of the appointed officers shall be set forth in leaflet form and copies will be available from the Recording Secretary. Section 3 - Appointed Officers shall serve as voting members of the Board of Directors. Section 4 - Materials, records and information developed and accumulated in the performance of duties of the appointed officers and their committees shall be the property of the American Begonia Society. A retired officer shall transmit society property to the officer succeeding him/her. Section 5 - Appointed officers shall make a monthly written activity and financial report to the Board of Directors. Section 6 - Appointed officers working with a decentralized committee or department shall conduct business by correspondence. Recommendations based on action of the committee shall be submitted through the chairman or department head to the Board of Directors in writing. ARTICLE IV - COMMITTEES Section 1 - The activities of the Society shall be carried out under the direction of the various committee chairmen or department heads elected and appointed for such purpose. Section 2 - The committee chairmen or department heads may recommend the appointment of special officers, assistants or specialists as may be necessary to properly conduct the affairs of the committee or department. Section 3 - Each committee chairman or department head shall make a report at the annual meeting and such reports as may be required by the Board of Directors. Section 4 - A guideline leaflet to explain the duties of the committee shall be available from the Secretary. Section 5 - The Standing Committee shall be Finance, Audit, Convention and Show (and Show Advisory), Awards, Publications, Judging, Show Classification and Entries, and Nomenclature. Section 6 - The organization and responsibilities of the standing committee shall be as follows: a - Members of the Finance Committee shall be the Immediate Past President, as chairman,Treasurer, Business Manager, First Vice President and one additional member familiar with current accounting practices and reports to governmental agencies dealing with American Begonia Society non-profit status. b - The Audit Committee shall be two members appointed by the President and approved by the Board of Directors to audit the Financial records of the Society as required. c - The branch or group hosting the annual Show and Convention shall appoint its own chairman for the approval by the Board of Directors. The Chairman shall form his/ her own on-site organization and appoint assistant chairman as outlined in the official Guidelines for National Conventions and Annual Shows. d - The Awards Committee shall include six members and the Nomenclature Director: two members to be appointed yearly by the President for a three year term, subject to the approval of the Board of Directors. In the event of a vacancy, it shall be filled by appointment by the President, subject to the approval of the Board of Directors, for the balance of the unexpired term. The Committee of Awards shall periodically review the system of awards and make its recommendations to the Board of Directors. The Committee of Awards shall grant the awards of the American Begonia Society, including the Alfred D. Robinson Award, the Eva Kenworthy Gray Award, the Herbert P. Dyckman Award, and such other special awards as may be established and approved by the Board of Directors, and subject to such regulations as the Board of Directors may adopt. e - The Publishing Committee shall consist of the Editor as Chairman, The Business Manager, The Nomenclature Director, Advertising Manager, The First Vice President and two others chosen by the President. It shall meet to consider matters relating to the publications of the Society. The Editor shall under the direction of the Board of Directors, prepare and issue such publication as the Board of Directors shall require. If the development of a special publication be required, the Editor may,with approval of the publications Committee, appoint an ad hoc assistant. This appointee shall serve on the Publications Committee during the period that the special publication is in progress. f - The Show Classification and Entries Committee, with the approval of the Director of the Judging Department, shall establish rules for the Classification and Entry of plants at the National Annual show. g - The Nomenclature Committee shall be the Authority on classifying all begonias horticulturally. ARTICLE VI - ANNUAL DUES Section 1 - The dues of the annual members shall be determined by the Board of Directors of this organization at necessary intervals of not less than one year through a majority vote by mail from the nonattending representatives of each branch, regional organization, and the representative of the members at large. Ballots with clarifying explanation shall be prepared by the Secretary and verified by the President and Parlimentarian. Ballots shall be mailed with instructions to return them to the Ballot Counting Committee within thirty (30) days. Section 2 - Members in arrears thirty days shall be dropped from the rolls of the Society and their names removed from the mailing list of the official publication. Section 3 - A Life membership fee shall be twenty (20) time the current annual dues. ARTICLE VII - ELECTIONS Section 1 -The President shall appoint, not later then 150 days before the end of the fiscal year, a Nominating Committee of three (3) members who shall be Presidents or Vice Presidents of Branch Societies, or active elected or appointed members of the Board of Directors of the American Begonia Society. This committee shall follow the guidelines as set forth in the instruction leaflets for the Nominating Committee, and shall, not later than 120 days before the end of the fiscal year, report to the Board of Directors the nominees for each elective office. Section 2 - Additional nominations may be made by a petition signed by at least 15 members of the Society, and delivered to the Secretary at least 30 days before the end of fiscal year. Section 3 - Before the ballots are printed, the President shall appoint the Ballot Counting Chairman and two other committee members to be approved by the Board of Directors who shall receive the mailed ballots from eligible voters. Instructions to the voters shall be printed on the ballot, including mailing instructions. The ballots shall be opened only in the presence of the Ballot Counting Committee. Section 4 - The official ballot containing the names of all nominees shall be mailed to each eligible voter at least 45 days prior to the end of the fiscal year. Only ballots received 10 days prior to the end of the fiscal year shall be counted. Section 5 - Nine (9) days before the end of the fiscal year, the Ballot Counting Committee shall open and count the ballots. The Committee shall invalidate any ballot containing any writing other than the marks necessary to register votes for candidates nominated under the procedures provided for in the bylaws. The Committee shall make an immediate report in writing to the President and the Secretary. All candidates shall be notified as to the results of the election immediately, by the Ballot Counting Chairman. Section 6 - Vacancies in office, elective or appointed shall be filled by appointment by the President, subject to approval by the majority vote of the Board of Directors present at any one meeting. ARTICLE VIII - QUORUM Section 1 - A quorum for the Annual Meeting shall consist of the President or First Vice President, Secretary and Treasurer, and those members present. Substitutes approved in advance by the Board of Directors may serve as Secretary and/or Treasurer. Section 2 - A quorum for a meeting of the Board of Directors shall consist of the President, or First Vice President, The Secretary and Treasurer and such other elected or appointed officers as may be in attendance. ARTICLE IX - BRANCH SOCIETIES Section 1 - Any member of this Society may affiliate with any branch society provided he/she meets the requirements for membership in that branch. Section 2 - Each branch society shall have a Constitution and Bylaws, both of which shall be approved by the Board of Directors of the American Begonia Society. It will require that one member of each household maintain membership in the American Begonia Society. It must include among its officers a President, a Treasurer, a Secretary, and a National Director. It may determine its own officers other than specified. It may make additional qualifications for membership. It may determine the manner in which its local activities shall be financed, and it may determine its own activities and meetings provided that those activities and/or requirements in no way conflict with the Constitution and Bylaws of the American Begonia Society. Section 3 - Each branch shall file with the membership Secretary of the American Begonia Society the names and addresses of all new members together with their dues as received. Section 4 - Each branch shall furnish the Secretary of the American Begonia Society with names of all officers of the branch immediately following elections. Section 5 - Branches shall operate as non-profit units of the American Begonia Society. They shall not carry on activities not permitted by a corporation exempt from Federal Income Tax under section 501 (c) (3) of the Internal revenue Code of 1954. Upon dissolution of a branch, after paying, or adequately providing for the debts and obligations of the branch, the remaining assets shall be distributed to the Parent Organization or a non-profit fund, foundation or corporation, which is organized exclusively for charitable, educational or religious, and/or scientific purposes and which has established its tax-exempt status under Section 501 (c) (3) of the Internal Revenue Code. ARTICLE X - EXPENSES AND COMPENSATION Section 1 - The Board of Directors may budget and authorize the reimbursement to any officer, committee chairman or department head, editoe, or any other member for expenses incurred in response to activities approved by the Board. The Board of Directors may also establish suitable compensation for certain persons or agencies directed to perform srevices for the Society. ARTICLE XI - PROPERTIES Section 1 - All properties and physical assets of the Society are under the control of the Board of Diretors. Section 2 - Approval must be obtained from the Board of Directors before the disposal of any property of the Society. Section 3 - Each officer, elected or appointed, shall be responcible for a complete accounting of the Society’s properties in his/her care through list, or inventory. He/She shall file this record with the Secretary at the time of the close of the fiscal year. ARTICLE XII - AMENDMENTS Section 1 - Amendments to the Bylaws may be initiated by a majority vote of the members present at any annual meeting or by a two-thirds vote of the Board of Directors. Such amendment, written as a part of an entire section to be changed shall then be submitted to the membership in accordance with section 3 of this article. Section 2 - Ballots and Clarified explanations shall be prepared by the Secretary and verified by the President and Parlimentarian before printing. All ballots shall be returned by mail to the Ballot Counting Committee and opened only in the presence of that committee. Section 3 - The Secretary shall initiate the distribution of a ballot for approval or disapproval of the proposed amendment to each eligible voter of the Society within 60 days after the amendment is initiated, with the request to vote upon said amendment and mail the ballot to reach the Ballot Counting Committee within 120 days after the meeting at which the amendment was initiated. If a majority of the votes cast are in favor of its adoption, the amendment shall be declared adopted at the next meeting of the Board of Directors. A notice of said adoption shall be published in the following issue of the BEGONIAN. ARTICLE XIII - ANNUAL CONVENTION AND SHOW STANDARDS AND CONDITIONS Section 1 - The Annual Convention & show may be held anywhere in the United States when approved by the Board of Directors. Section 2 - The Board of Directors shall require compliance with the Standards setdown in the GUIDELINES FOR NATIONAL CONVENTIONS AND ANNUAL SHOWS. Section 3 - Transportation will be paid for the President or First Vice President and the Banquet Program Speaker. Section 4 - All funds remaining after expenses have been paid will be forwarded to the American Begonia Society Treasury, except for 10%of the net profit which may be retained by the hosting group(s). ARTICLE XIV - ANNUAL CONVENTION HOST Section 1 - Any branch, group of branches or regional organizations may request that the Board of Directors consider their invitation to host the Annual Convention and Show. A written invitation shall include all pertinent information as set forth in the GUIDELINES FOR NATIONAL CONVENTIONS AND ANNUAL SHOWS. Section 2 - Invitations to host the Annual Convention and Show shall be offered one (1) year or more in advance, if possible, and presented in writing not later than at the Annual Meeting preceeding the end of the current fiscal year. Section 3 - The final decision of the site selection for the Annual Convention and Showshall be made by the Board of Directors, after which a loan may be advanced to cover preliminary costs. ARTICLE XV - REGIONAL ORGANIZATIONS Section 1 - The American Begonia Society shall encourage the formation of regional organizations to promote and coordinate voluntary activities, shows,etc., for both members at large and organized branches. A regional organization shall combine several geographically adjacent States whose American Begonia Society members voluntarily request to be included. Section 2 - A regional organization shall be launched voluntarily by American Begonia Society members who shall establish their own organization and elect their own officers including a National Regional Director. Section 3 - A duly elected National Regional Director, shall serve a a voting member of the American Begonia Society Board of Directors. He/She may represent the member at large within his/her region. Section 4 - A regional organization shall operate in accordance with the Aims and Purposes of the American Begonia Society, the Constitution and Bylaws and enjoy the benefits therefrom. Section 5 - When a regional organization or a group of branches is planning a regional show the board of Directors of the American Begonia Society may advance a loan to cover preliminary costs, provided plants are grown and sold during the show as a fund raising activity. The loan and any agreed upon share of the profits shall be repaid within 60 days after the close of the show. ARTICLE XVI - BRANCH DIRECTORS Section 1 - Each branch society shall elect from its membership one representative to serve as a voting member of the Board of Directors. He/She shall present the branch’s position on matters before the Board. Section 2 - When a Branch Director is unable to attend Board meetings, he/she shall communicate to the President or Secretary the positions on items of importance to his/her branch. PREPARED July 2001