March, 1997 Page 7
CONSTITUTION & BY-LAWS
ATLANTA BONSAI SOCIETY, INCORPORATED
NAME AND PREAMBLE
Section 1. The Atlanta Bonsai Society, Incorporated (sometimes referred to as the “society”,) was incorporated in DeKalb County under the laws of the Sated of Georgia on July 16, 1973, as a non-profit organization and will not operate in any manner which would result in financial gain or profit to any member.
Section 2. The Atlanta Bonsai Society shall maintain a Post Office box as the official address of the Society. All written communications to the Society shall be directed to this address. The Post Office Box shall only be changed upon approval by the Executive Board. The Post Office Box shall be maintained by the Treasurer.
Section 3. Elected officers of the Society and the Executive Board shall serve from January 1 of each calendar year through December 31 of the same calendar year. (This period is sometimes referred to as the “club year”.)
Section 4. The annual meeting of the Society shall be the regular scheduled meeting during the month of November.
Section 5. The President of the Society is responsible for the timely filing of all corporate reports during the club year as required by the laws of the State of Georgia.
Section 6. The Atlanta Bonsai Society, Inc. logo may not be used in any manner, which would result in financial gain or profit to any member, in whole or part.
Section 1. The purpose of this Society is to provide education for the development, design, cultivation, and maintenance of bonsai.
Section 1. Any person interested in bonsai shall be eligible to apply for membership in the Society. Application by prospective members will be submitted to the Treasurer along with the first year’s payment of dues.
Section 2. Membership in the Society shall be on a calendar year basis and annual membership dues shall be presented by the Executive Board each year. Annual membership dues for active members are due each January 1 of a calendar year and any members whose dues are not paid by April 1 of said calendar year shall be dropped from the membership roll. Members so dropped may be reinstated during the same calendar year. Dues are not refundable on resignation, nor-prorated.
Section 3. Members who join the Society or renew membership will pay annual membership dues, which shall be established on an annual basis by the Executive Board for the calendar year in which they join or renew.
Section 4. New members will be furnished a membership card upon joining, together with current copy of the Constitution and By-laws, newsletter subscription and Directory of Members.
Section 5. The Corresponding Secretary will maintain the membership list of the Society. The membership list will not be distributed to any organization or any non-member individual. Any Society member who desires that his or her name not be published in the club membership list should notify the Society Corresponding Secretary.
Section 6. Members in good standing shall be entitled to one vote per membership on all matters brought before the Society.
ARTICLE IV March 1997 page 8
Section 1. The Executive Officers of the Society shall consist of: President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer, and six (6) Directors.
Section 2. The Executive Board shall consist of all Elective Officers and the President of the preceding club year. If the President resigns, the Vice-President shall become the President. In the event any other officer or director resigns or is unable to fulfill their term of office, the Board shall appoint a member of the Society to fulfill said term.
Section 3. All business of the Society will be conducted by the Executive Board at a scheduled meeting of said Board. The Executive Board shall meet at least once during a calendar Quarter. The president will schedule the meeting, and the Corresponding Secretary will notify each member of the Board as to the time and place for each meeting at least five (5) days before the date of the meeting.
Section 4. Term of Office
(A) The President, Vice-President, Recording Secretary, Corresponding Secretary and Treasurer: a one (1) club year term – no more than two consecutive club year terms in the same office.
(B) Directors: shall be elected for a term of three (3) club year terms. In the first year of the adoption one-third of the Directors shall be elected for a term of one (1) year, one-third of the Directors shall be elected for a term of two (2) years, and on-third of the Directors shall be elected for a term of three (3) years.
DUTIES OF OFFICERS
Section 1. The President shall preside at all meetings of the Society and the Executive Board. The President shall coordinate with the officers and Board members all activities of the Society.
Section 2. The Vice-President shall assist the President in the operation of the Society and shall preside at all meetings in the absence of the President.
Section 3. The Recording Secretary shall record all minutes of the Society meetings and Executive Board meetings. The Corresponding Secretary shall attend to all communications and notify the membership of all Society meetings and exhibitions. The Corresponding Secretary will notify members of the Executive Board of the meeting of said Board.
Section 4. The Treasurer shall collect all monies and pay all bills and maintain a detailed record of the sources and disbursements of said funds. The source of any income of the Society and the disbursement of funds will only be made upon approval of the Executive Board.
Section 1. Committees shall be appointed by the President as necessary, and committees whose functions extend beyond a club year, shall be reappointed by the current President, if he so elects. The President shall be an ex-officio member of all committees.
Section 2. At the Executive Board meeting held during the first quarter of each calendar year, the Treasurer will present a detailed Treasurer’s Report to the Board. The Treasurer will present the Society financial books to the Board for examination.
Section 3. The Corporation shall maintain the following permanent standing Committees, each composed of at least three (3) members:
Membership Development Committee
and may include:
Annual Show Committee/ Exhibition Committee
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Section 4. The Committees shall serve under the direction of the Board and shall communicate all business and recommendations to the Board for action or approval except the Nominating Committee.
(A) The Nominating Committee shall consist of five (5) members, two (2) of which will be appointed by the Executive Board at the scheduled July meeting prior to the Society July meeting, one (1) of those appointed by the Board will be designated Chairperson, three (3) members of the Nominating Committee will be elected by the membership at the regular July meeting of the Society.
(B) The Chairperson of the Nominating Committee must agree to the nominations before being presented to the general membership.
(C) Nominees by the Nominating Committee must agree to their nomination before being presented to the general membership.
(D) As the final order of business at the annual Society meeting in November, the slate of Nominees by the Nominating Committee, shall be presented to the membership by the Chairperson of the Nominating Committee.
(E) Further nominations will be accepted from the floor at the November meeting with the Nominee’s approval before being voted on by the membership in the selection of Nominees.
(F) The President shall conduct the election. If there are no nominations from the floor, the slate by the Nominating Committee shall be accepted. If there is more than one Nominee for the same office, the candidates with largest number of votes cast for said office shall be elected.
(G) Members of the Executive Board shall not attempt to influence the Nominating Committee.
Section 1. If shall be the policy of the Society to conduct regular membership meetings once a month, except during the month of December. Notice of each monthly meeting will be mailed to members of the Society at least ten (10) days before the meeting.
Section 2. The Annual meeting will be in November and will include on the agenda those items contained in Article VI. Section 4(D)-(F).
Section 3. Regular Executive Board meetings will be held at least Quarterly at a time and place selected by the President and approved by the Board.
Section 4. A quorum of the Executive Board consisting of at least three (3) officers (which may include the immediate past President) and three (3) Directors, must be present before a Board meeting can be called to order.
Section 1. Election of Officers as Provided in Article VI shall be by standing vote. The President will require that only members vote and will certify the results of the election. In the event of more than one nomination for a position, it will be necessary for the Recording Secretary to verify that only members vote and the Recording Secretary will certify the results of the election.
Section 2. Voting on amendments to the Constitution and By-Laws shall require a majority of two-thirds (2/3) of the votes cast for adoption. Amendments must be presented at one monthly Society meeting and voted on at the next monthly Society meeting. An announcement will be made in the regularly published Society newsletter specifying the meeting date on which amendments are to be voted upon. Such announcements shall include either the texts of any proposed amendment or a written description of the substance of the proposed amendments.
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Section 1. The funds of the Society shall be expended only by order of the Executive Board. No member or group of members may incur any indebtedness in the name of the Society without the approval of a majority of the members of the Executive Board.
Section 1. The Society may conduct exhibitions during the club year at a time and place designated by the Executive Board. Such exhibits may be both competitive and non-competitive.
(A) All exhibitions by the Atlanta Bonsai Society, Inc. will be held in accordance with the rules adopted by the Executive Board.
(B) The Chairperson of the exhibition will call a meeting of the volunteer committee members to plan and organize such club exhibition.
Section 3. Any exhibition of bonsai or any other activity in the name of the Society must have the approval of the Executive Board.
All meetings, exhibitions and field trips are attended by members at their sole election and the Society assume no responsibility for personal injury, loss or damage to any property of plant material.
Upon dissolution of the Corporation, the Executive Committee shall, after paying all liabilities of the Corporation, dispose of the assets to a non-profit organization selected by the Executive Committee as it sees fit.
The business of the Society shall be governed by Robert’s Rules of Order, unless specified by Amendment to these By-Laws.