Posted 11 July 2008 - 05:19 PM
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
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.
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.
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
(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
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