By-Laws

[bgl]

BY-LAWS as amended through April 2005 with 2005 changes

THE INTERNATIONAL PALM SOCIETY, INC.

BY-LAWS 1991 (updated April, 2005)

ARTICLE I - PURPOSE

Sec. 1 - The International Palm Society, Inc. shall at all times be operated solely and exclusively for scientific and/or educational purposes related to the study of palms, their propagation, culture, conservation, care, and development.

Sec. 2 - No part of the net income of the Society may under any circumstances inure to the benefit of any private individual.

Sec. 3 - The Society shall not carry on any propaganda or otherwise attempt to influence legislation.

Sec. 4 - The Society shall not participate in or intervene in any political campaign on behalf of any candidate for public office, or publish or distribute statements in connection with such political

campaign.

Sec. 5 - The Society shall not participate in any transaction resulting in a diversion of its income or assets to any officer, employee, or contributor, other than in payment of reasonable compensation for personal services actually rendered to the Society.

Sec. 6 - The Society shall at no time conduct or participate in any activity whatsoever which a totally tax exempt organization is not permitted to carry on under the provisions of the Internal Revenue Code

then in effect.

Sec. 7 - Should the society be dissolved at any time, its assets and all income accrued thereon shall thereupon be distributed to a similarly tax-exempt society, organization, or institution or such of them whose purposes the Board of Directors or Trustees on dissolution shall determine are most closely related to the purposes of this Society.

ARTICLE II - MEMBERSHIP

Sec. 1 - Anyone interested in the palms shall be eligible for membership subject to rejection only by a majority vote of the Board of Directors.

Sec. 2 - Members who fail to pay dues within a reasonable time, or whose mail is returned unclaimed may be dropped from the membership rolls.

Sec. 3 - Honorary Membership. The Board of Directors may, by a majority vote, elect as Honorary Member any person who has rendered unusual or outstanding service in the field of palms. Honorary Membership confers lifetime paid membership with full membership privileges unless stipulated

otherwise by the Board.

ARTICLE III - MEETINGS

Sec. 1 - A meeting of the members, herein-after referred to as the Biennial Meeting (and/or convention), shall be held during even numbered years at such place and date as the President shall indicate, subject to the concurrence of the majority of the Board.

Sec. 2 - The President may require a vote of the Directors between meetings by electronic mail. A quorum for purposes of electronic voting will be a majority of the then current board members.

ARTICLE IV - OFFICERS

Sec. 1 - The President shall be the chief executive officer of the Society, shall preside at all meetings of the members, and be Chairman of the Board of Directors and Executive Committee. With approval of a majority of the Officers and Directors, he may appoint committees as he deems necessary. He shall have the sole discretion to initiate Society business between regularly scheduled meetings. He shall sign and make all contracts and agreements in the name of the corporation, with approval of

the Board. However, all IPS contracts must be signed by two persons: the President and either the Administrative Secretary or the Treasurer.

Sec. 2 - The two Vice-Presidents shall act as assistants to the President. In the event of the President's absence or inability for any reason to discharge or perform any duty or responsibility of his office, the

Executive Committee will determine which Vice-President shall act with the powers and duties of that office. If the Presidency becomes vacant, the Executive Committee will determine which Vice-President shall become President until the next Board of Directors meeting at which a President

will be elected.

Sec. 3 - The Administrative Secretary shall maintain communications with the editors, the Association management company, and printer. S/he shall serve all official notices to members that may be required, and manage mailings to members, including special inserts, Palms, and the Membership

Directory. S/he shall affix the seal of the corporation to such documents as may be required. S/he may delegate any such duties to an Executive Secretary, if there is one, except the duty of executing contracts in the name of the corporation.

The Corresponding Secretary shall maintain communications with our membership and Directors, maintain a membership roll, prepare notices to members, and keep a record of the proceedings of the Society and the Board of Directors. S/he shall send the minutes of the last Board of Directors'

meeting, or Executive Committee meeting, to each of the Directors no more than 60 days after each board meeting. S/he shall give the notice of all meetings as required by these Bylaws, including to the Advisory Council and the Affiliates, and shall give notice to each person of his election to

office or membership in the Society.

Sec. 4 - The Treasurer shall receive, disburse, and have the care and custody of all funds and securities of the Society in such bank or banks as he may deem suitable, with approval of the Board of Directors. He shall sign, together with the co-signature of a Director, make and endorse in the name of the Society all checks and orders for the payment of money and shall maintain books of account of such receipts and disbursements, which shall be subject to the inspection of any Officer or Director at all reasonable times, and shall render annual reports to the members. He may hire a bookkeeper to maintain the required records. He shall have an audit of the books prepared, either by an independent accountant, or by two or more members every year.

Sec. 5 - Terms of Officers shall continue from one Biennial Meeting at which such Officers are elected, until the following Biennial. Vacancies in offices shall be filled by a majority vote of the Directors. Only the two Secretaries and the Treasurer may serve more than two consecutive terms.

ARTICLE V - BOARD OF DIRECTORS

Sec. 1 - The Board of Directors shall consist of not more than 34 directors, including officers, with worldwide representation.

Sec. 2 - All Directors must be notified at least thirty (30) days in advance of Board Meetings. A quorum shall be fifteen (15) Directors and the maximum representation from any given area is eleven (11). All actions of the Directors shall be by a majority of those present at a duly constituted meeting

that meets the requirements stated above.

Sec. 3 - The Directors shall be elected for a four-year term, such terms to be staggered so that approximately half the Directors shall be elected at each Biennial Meeting. A member of The Society should be in good standing for two years before being nominated as an Officer or a Director.

Sec. 4 - Any Officer or Director failing to pay dues shall be dropped from office and may be replaced by another appointed by the Board to fill the unexpired term.

Sec. 5 - The immediate past President shall automatically become a member of the Board for the following two years after the expiration of his term as President.

Sec. 6 - The Directors shall have general charge and direction of the affairs and business of the Society as provided in the Charter VI, the care and management of the Society's funds and other property, with power to invest, reinvest and transfer the same at their discretion.

Sec. 7 - If Officers or Directors are removed for cause including inattention to the conduct of the Society's affairs or general ineptitude in accordance with Charter VI, the vacancies or vacancy so occurring shall be filled by a majority vote of the Directors at their next meeting for the unexpired term of such removed Officers or Directors.

Sec. 8 - The editor or co-editors of Palms and operators of The Seed Bank and Bookstore shall automatically be on the Board of Directors for as long as they are serving the society in this capacity, or by adverse action of the Board of Directors.

Sec. 9 - There shall be an Executive Committee of the Board of Directors. It shall serve at the call of the President and/or Vice-President, who shall serve as Chairman. There shall be at least four other Directors, who shall be appointed from time to time by the President and/or Vice-President. All Directors shall be notified of all Executive Committee meetings and any Director attending shall also be a member of the Executive Committee for that meeting. The minutes and decisions reached and actions recommended at such meeting shall be circulated to non-attending Directors for their approval or disproval. Approval by a sufficient number of Directors which when added to the number serving on the Executive committee at any meeting and constitutes a majority of the Board, shall render actions of the Committee of the same force and effect as actions taken by the full Board of Directors at a duly conducted meeting.

Sec. 10 - All Directors must disclose any and all relationships with service providers to the International Palm Society and no Director or any affiliate of any Director shall be entitled to receive any asset, property or compensation of any kind from the International Palm Society unless approved in advance by the Board of Directors.

ARTICLE VI - NOMINATIONS AND ELECTIONS

Sec. 1 - Immediately following the Biennial Meeting, the Executive Committee shall appoint a five-member Nominating Committee, consisting of present and/or past directors, and at the earliest opportunity announce their names to the general membership.

Sec. 2 - The Nominating Committee shall prepare the slate of Nominees for Directors. Members in good standing may propose candidates for nomination by writing to the Secretary of the Society. It must be accompanied by the written consent of the proposed candidate to serve if nominated by the

committee and elected by the membership, and it must be seconded, in writing, by another member. Each candidate must complete and return a questionnaire provided by the Secretary. If the above conditions are met, the Secretary shall forward the candidate's name to the Nominating Committee for consideration of being selected as a nominee on the final ballot.

The Nominating Chairman will obtain from the Secretary a tally of membership according to regional distribution of members and use this as a guideline to obtaining and selecting representation worldwide.

Sec. 3 - Voting for Directors by our membership shall be by mail only. Ballots shall be mailed in time for the results to be announced at the Biennial Meeting.

Sec. 4 - Officers are to be selected and nominated from members of the Board of Directors, both those presently serving and newly elected Directors. They will be elected by a majority vote of the Board of

Directors, during the first Biennial Meeting.

Sec. 5 - Newly elected Officers and Directors shall take office immediately after the close of the Biennial Meeting at which they were elected. A meeting of the new Board of Directors shall then be held for the approval of newly appointed committees. The newly elected Officers and Directors may be invited to observe at the last meeting of their predecessors.

ARTICLE VII - DUES

Sec. 1 - The President may fix or alter the amount of dues subject to the approval of a majority of the Board of Directors.

ARTICLE VIII - ADVISORY COUNCIL

Sec. 1 - There shall be an Advisory Council consisting of all former Presidents of the Society upon termination of their terms as Directors, and for as long as they remain members of the Society, and further consist of such other members as will have rendered outstanding service in the Society, such members to be elected to the Advisory Council by a majority vote of the Board. Members of the Advisory Council shall be invited to attend meetings of the Board of Directors and to express an opinion, but not be entitled to vote.

ARTICLE IX - EDITOR AND PUBLICATIONS

Sec. 1 - The Directors shall appoint an Editor or Co-Editors of Palms and shall fix his/her salary, if any, and determine his/her term of office and duties.

Sec. 2 - An appointed Editor or Editors may appoint Associate Editors, editorial boards and editorial assistants whenever deemed advisable, with the approval of the Board.

ARTICLE X - SEED BANK

Sec. 1 - The Seed Bank shall render a service by distributing seeds to the members and/or botanical gardens. It shall be supervised by a committee of three. This committee shall be appointed by the President and be responsible to the Board of Directors.

Sec. 2 - The Seed Bank shall be entitled to charge a fee sufficient to cover all expenses of the seed distribution and collection.

Sec. 3 - The Seed Bank may solicit for seed collecting. All such solicitations for collecting shall be approved by the committee of three and signed by the President.

Sec. 4 - Copies of all correspondence dispensing funds for seed collection shall be sent to the Treasurer. Distributions of funds of The Seed Bank shall at all times be in accordance with regulations of the Internal Revenue Service and Federal laws.

ARTICLE XI - AFFILIATED LOCAL PALM SOCIETIES

Sec. 1 - A local society whose membership includes a minimum of ten (10) and whose officers are members of The International Palm Society, Inc. (hereinafter called the Parent Society), may, with the approval of the Directors, become an affiliated society.

Sec. 2 - Application for such approval shall be made in writing to the Secretary of the Palm Society and shall contain such information as shall be prescribed by the Directors of the Parent Society. The Secretary shall submit such applications to the Executive Board.

Sec. 3 - On an annual basis, each affiliated Society shall furnish a list of officers and a summation of its yearly activities to the Editor of the journal of the Parent Society.

Sec. 4 - No Affiliated Society or any Officer, Director, or member thereof shall have power to act for the Parent Society in any manner, as agent or otherwise, nor to bind the Parent Society in any manner, financially or otherwise. No Affiliated Society shall have any proprietary or other interest of any kind in the name 'The International Palm Society, Inc.', its rights to such being only to the use thereof at the pleasure of the Parent Society, and permission to such name may be withdrawn at any time by the Directors of the Parent Society, except that an Affiliated Society may in addition to its name use the wording 'Affiliated with The International Palm Society, Inc.'.

ARTICLE XII- AWARDS

Sec. 1 - The Directors shall have the right from time to time, with in the limits of the funds at their disposal, to appropriate money for such medals, certificates, or other awards as they shall deem for the best interest of the Society and the advancement of the work for which it is established.

ARTICLE XIII - PERSONAL LIABILITY

Sec. 1 - Neither the Board of Directors, nor any member or Officer, shall have the power to bind the members or an individual Director or Officer of the Society, personally. All persons or corporations extending credit to, contracting with, or having any claims against the Society, shall look only to the funds and property of the Society for payment for any debt, damage, judgment, or decree, or any money that may otherwise become due or payable to them from the Society, so that neither the members nor

the Directors, nor the Officers, present or future, shall be personally liable.

ARTICLE XVI - AMENDMENTS TO THE BY-LAWS

Sec. 1 - The By-laws shall be amended as provided for in the Charter VIII.

ARTICLE XV - PARLIAMENTARY AUTHORITY

Sec. 1 - The rules contained in Robert's Rules of Order, Revised, shall govern this organization in all cases in which they are not inconsistent with the Charter and By-laws.

Noblick 4-19-2005

Noblick 4-25-2005

Note: The 1990 BY-LAWS were revised 05/01/89 by Lynn McKamey from the

1983 By-Laws. Additions and corrections are noted as follows:

ARTICLE I, Sec. 1 - minutes of June 28, 1986

ARTICLE IV, Sec. 4 - minutes of October 15, 1983

ARTICLE V, Sec. 1 - minutes of June 28, 1986

Sec. 3 - minutes of July 9, 1978

ARTICLE VI, Sec. 3&4 - minutes of June 28, 1986

ARTICLE X, Sec. 4. - minutes of July 9, 1978 (By-Law approved by Board)

Supplemental additions or changes since that date are as follows:

ARTICLE IV, Sec. 2 - To clarify procedures in the event of the vacancy of

the Presidency. Another V.P. added minutes of June 20, 1990

Sec. 4 - To clarify procedures as set forth in ARTICLE V, Sec.

6

ARTICLE XI, Sec. 2 - Applications sent to the Executive Board will speed

up acceptance or denial.

ARTICLE V, Sec. 1 - minutes of June 18, 1990

ARTICLE V, Sec. 2 - minutes of June 22, 1991

ARTICLE IV, Sec 3 & 5 - minutes of August 3, 1996

4/97 JDC

(no changes in By-Laws made in 1997 Board Meeting), some changes are anticipated in September 1998 meeting.

************

Article IX, Sec. 1 – minutes of September 10, 1998

Article V, Sec. 1 – minutes of September 10, 1998

Article VI, Sec 2, paragraph 2 - minutes of September 10, 1998

Article V, Sec. 2—minutes of June 18, 1999

[Jerry@TreeZoo]

Thanks Bo. That was fast.

Jerry

[JimR]

Thanks, BO. Quite interesting and succinct.

[bgl]

Bumping this for the benefit for those who may be interested in running for the office of IPS Director. See Article VI for more information. Larry Noblick is the Administrative Secretary and Faith Bishock is Chair of the Nominating Committee. If anyone is interested in contacting them, send me a PM, and I will provide contact information.

[_Keith]

As I read the below, out of 30+ directors, 8 folks can make a binding decision at a meeting that most board members may not even be able to attend. This troubles me, especially when an earlier clause allows for email voting.- keith.

ARTICLE V - BOARD OF DIRECTORS

Sec. 2 - All Directors must be notified at least thirty (30) days in advance of Board Meetings. A quorum shall be fifteen (15) Directors and the maximum representation from any given area is eleven (11). All actions of the Directors shall be by a majority of those present at a duly constituted meeting
that meets the requirements stated above.

[Cindy Adair]

This is a post I will print out and study. Thanks Bo.

[bgl]

Cindy, you're more than welcome!

And Keith, while that is technically correct, it is a somewhat farfetched scenario. We need to have a reasonable expectation of getting enough Directors to show up so that we have a quorum for a BOD meeting. A higher number could put that in jeopardy. And historically we seem to have around 22-26 Directors show up for BOD meetings.

Bo-Göran

[joe_OC]

Artical V, Section 7:

It does not describe how an Officer or Director can be removed. Who has the authority to remove them?

[_Keith]

And Keith, while that is technically correct, it is a somewhat farfetched scenario. We need to have a reasonable expectation of getting enough Directors to show up so that we have a quorum for a BOD meeting. A higher number could put that in jeopardy. And historically we seem to have around 22-26 Directors show up for BOD meetings.

Bo-Göran

Bo, thanks for the reply and that is somewhat comforting to know. I do hope that your efforts at transparency are successful. Recent events seemed to point to a very fundamental distrust of the board by a number of people. Leland is correct in that you can't make everybody happy, but nothing makes one feel more unhappy than to feel they have no voice. Having the opportunity and ability to be heard, and knowing that you were heard, prior to a decision being made that affects one is sometimes the difference between evolution and revolution.

[joe_OC]

Is this the whole by-laws?

[joe_OC]

"ARTICLE VI - NOMINATIONS AND ELECTIONS
Sec. 1 - Immediately following the Biennial Meeting, the Executive Committee shall appoint a five-member Nominating Committee, consisting of present and/or past directors, and at the earliest opportunity announce their names to the general membership.

Sec. 2 - The Nominating Committee shall prepare the slate of Nominees for Directors. Members in good standing may propose candidates for nomination by writing to the Secretary of the Society. It must be accompanied by the written consent of the proposed candidate to serve if nominated by the
committee and elected by the membership, and it must be seconded, in writing, by another member. Each candidate must complete and return a questionnaire provided by the Secretary. If the above conditions are met, the Secretary shall forward the candidate's name to the Nominating Committee for consideration of being selected as a nominee on the final ballot."

What are the criterias that the Nominating Committee use to approve a candidate? Can the public have access to the questionnaire that the candidates must fill out?

[joe_OC]

So, this morning, there was a pinned post that provided more details on the criteria of being on the BOD. I am writing in here because it relates to my previous post about requesting the details of the questionnaire that the nominating committee is supposed to use for selecting candidates. (I still have not gotten an answer to my question...)

The deleted post stated that the nominees for the BOD MUST commit to going to all the BOD meetings (travel to exotic locations) in order to be considered a candidate. If a nominee cannot make the commitment to travel, they will be not selected. So, in other words, you have to be well off enough to invest in $$$$ to travel for the IPS. So we have a nominee, Keith Thibodeaux, who has stated in his platform that he cannot travel. This means that the nominating committee will most likely NOT select Keith because of this. What's interesting is that there are members on the BOD (Ken and Dave) that have not traveled, but are on the BOD. Is this a new requirement from the new leadership? I ask this because it was not listed in the by-laws that was posted here...

[PALM MOD]

You may be referring to a post that was moved to a dedicated election forum. I am waiting for the OK to open this forum.
I believe this may be what you were referring to - taken directly from the IPS Site. I also alerted Elena of the Nominating Committee to your inquiry.

Nominating requirements: A candidate must have been a Member of the Society for two years before being nominated as a Director. Any IPS Member may propose a candidate for nomination by writing an email or letter to the Administrative Secretary. A second nomination in writing from another Member is also required. The proposed candidate must submit to the Secretary a written consent of willingness to serve if nominated and elected, which should include a willingness to attend board meetings during his or her tenure. The proposed candidate must also send the Secretary a short palm-related biography, which will be included on the ballot.

When the above conditions have been met, the Secretary will forward the proposed candidates’ names to the Nominating Committee for consideration as nominees on the ballot.

Nominating Committee guidelines: Directors are elected for a four-year term with terms staggered so that approximately half the Directors will be installed at each Biennial meeting. The Nominating Committee will use the regional distribution of members as a guide for insuring appropriate global representation.

Duties and expectations of the IPS Directors: The IPS Board of Directors has general charge of the affairs and business of the Society as further stated in the Bylaws. Directors are expected to take an active role in the Board activities by serving on appropriate committees set up for specific tasks and concerns. The Board meets once a year, at the Biennial meeting and at an Interim Meeting.

An ability and willingness to travel to all (or most) of the annual Board Meetings at the Director’s own expense is, by necessity, a strong consideration used by the Nominating Committee when selecting candidates. Directors are also expected to be accessible by email and be responsive in addressing the business of the Society.

[LJG]

Joe, I thought you were a computer guy? Did you not think to go to the IPS website?

https://www.palms.org/nominations.cfm

Two threads down had the Nominating Chair asking for questions:

http://www.palmtalk.org/forum/index.php?/topic/39099-suggestion-to-the-ips-bod-elections/

[joe_OC]

Joe, I thought you were a computer guy? Did you not think to go to the IPS website?

https://www.palms.org/nominations.cfm

Two threads down had the Nominating Chair asking for questions:

http://www.palmtalk.org/forum/index.php?/topic/39099-suggestion-to-the-ips-bod-elections/

Yes, I read that on the IPS website. But, the verbiage of "willingness to travel" and what I thought I read on the deleted posts were different...The language was much stronger. Unfortunately, I cannot reference the post because it was deleted?

[PALM MOD]

Joe,

No posts have been deleted with that info within.