Bylaws of the Missouri Native Plant Society
(Revised, June 2004)
ARTICLE I Name and Purpose
Section 1. The name of this society shall be the Missouri Native Plant Society (hereinafter referred to as "the Society").
Section 2. The purpose of the Society is to promote the enjoyment, preservation, conservation, restoration, and study of the flora native to Missouri; to educate the public about the values of the beauty, diversity, and environmental importance of indigenous vegetation; and to publish related information.
ARTICLE II Membership
Section 1. Membership in the Society shall be open to all persons interested in the purposes of the Society upon application to the Treasurer, accompanied by remittance for dues as hereinafter provided. Membership classification shall be set as needed by the Board of Directors.
Section 2. Each member shall be entitled to one (1) vote on any question requiring a vote of the membership of the Society.
ARTICLE III Meetings
Section 1. An annual meeting of the Society shall be held in June of each year at a date and place determined by the Board of Directors and announced to the membership at least ten (10) days before the meeting. The annual meeting shall be open to all the membership at no cost or other obligation. The objective of the annual meeting shall be to summarize the significant past year's activities of the Chapters and Society, express appreciation for the efforts of members and others to further the goals of the Society, and to surmise possible options available in the future of the Society.
Section 2. Special meetings of the membership may be called at any time by the Board of Directors. All members shall be notified not less than two (2) weeks before such meetings.
ARTICLE IV Dues & Membership Lists
Section 1. Dues shall be fixed and revised as needed by the Board of Directors.
Section 2. All membership dues, whether collected by Chapter or Society Officers or by members at membership campaigns, shall be deposited directly with the Treasurer, who shall insure that the appropriate Society and Chapter membership lists are properly maintained and that Chapter dues are distributed to Chapter treasurers as appropriate in a timely manner. No other member or person shall be authorized to collect and deposit dues in any other account or modify the membership lists without the express direction of the Treasurer or Board of Directors.
ARTICLE V Officers
Section 1. The officers shall be a President, Vice-President, Secretary, and Treasurer who shall be elected for a term of two (2) years. Officers shall serve without compensation.
Section 2. The President shall preside at meetings of the membership and of the Board of Directors, and shall perform the recognized functions of the office.
Section 3. The Vice-President shall preside in the absence of the President, shall be responsible for Board of Directors and annual meeting programs and shall give notification of such meetings to the general membership, and shall perform other recognized functions of the office. The Vice-President shall become President if the office of President becomes vacant.
Section 4. The Secretary shall keep the minutes of all meetings of the Society and the Board of Directors. The Secretary shall prepare such directives and other documents as are needed and authorized by the Board of Directors, shall provide a copy of the Society Bylaws to each new Director, and shall perform other recognized functions of the office.
Section 5. The Treasurer shall: keep and maintain accurate accounts of the financial transactions of the Society, including accounts of its assets, liabilities, receipts and disbursements; deposit all money and other valuables in the name and to the credit of the Society with such depositories designated by the Board of Directors; render to the President and Board of Directors, whenever they request, an account of all financial transactions and the financial condition of the Society; insure that an annual summary of the past year's financial transactions and current status is provided to the Board of Directors at the last Board meeting of the fiscal year and to any incoming President and Treasurer; prepare and file all necessary financial reports required by federal and state agencies after review of such reports by the President or designated reviewer; insure that accuracy and currency of the membership list is maintained at all times and reflects the paid up dues condition (including complimentary and honorary designations) on an annual basis and shall make this information available on request for Chapters, Society publications, and other purposes as requested by the Board of Directors; have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.
Section 6. The Immediate Past President shall be an honorary officer but shall not vote as an officer or Director.
Section 7. Each officer shall, upon the expiration of his or her term, or the termination of his or her duties for any other reason, deliver to his or her successor the records of the office.
Section 8. Except for the duty of presiding at meetings, each officer shall do or cause to be done his or her duties.
Section 9. A vacancy, other than one caused by expiration of a term, in the office of Vice-President, Secretary, or Treasurer shall be filled by a vote at the next Board meeting. A new officer thus elected shall complete the term of office of the Director whom he or she replaces.
ARTICLE VI Governing Body
Section 1. All official business of the Society shall be conducted by the Board of Directors of the Society (hereinafter referred to as "the Board"). Only members of the Society shall be eligible for Board membership.
Section 2. The Board shall consist of the elected officers of the Society, the chairpersons of such standing committees as may be appointed by the President with the approval of the Board, chapter representatives, six (6) Directors elected by the general membership, and the editors of Missouriensis and Petal Pusher.
Section 3. Chairpersons of standing committees shall serve for the term of the appointing President. Chapter representatives shall serve for one (1) year. Two (2) of the six (6) elected Directors shall be elected each year and shall serve three (3) year terms.
Section 4. Each Director shall have one (1) vote and shall serve without compensation.
Section 5. After a Director other than a chapter representative is absent for three (3) consecutive meetings, the Board may declare the office vacant.
Section 6. Any Director may be removed from office by resignation, death, or incapacity. Resignations shall be effective with the date of receipt of notice delivered to an officer or at any later time specified, and need not be accepted by the Board to be effective.
Section 7. A vacancy on the Board other than one created by loss of an officer or chapter representative or by expiration of his or her term shall be filled by a vote at a Board meeting. A new Director thus elected shall complete the term of office of the Director whom he or she replaces.
Section 8. There shall be four (4) regularly scheduled Board meetings per year. One (1) of these Board meetings shall be held in the same seven (7) day period as the annual membership meeting. If a quorum is not present at a Board meeting, the Directors present may adjourn the meeting but it will count as one (1) of the four (4) regularly scheduled Board meetings for that year.
Section 9. Additional meetings may be called by the President, or in his or her absence or inability, by the Vice-President. In the event of the refusal of the President to act, a special meeting may be called by five (5) Directors. All Directors shall be notified in writing not less than ten (10) days before such meeting of the date, time, and place of the meeting.
Section 10. The presence of forty percent (40%) of the Directors at a Board meeting shall constitute a quorum for the transaction of business. Every act or decision by a majority of the Directors present at a Board meeting duly held, at which a quorum is present, shall be regarded as a valid act of the Board except as provided elsewhere in the Bylaws of the Society.
Section 11. It is the policy of the BoD to respond to issues that may come before the Society in the usual manner at a regularly scheduled BoD meeting where a quorum has convened whenever possible. In the event that a critical issue arises that requires a response time that is not afforded by the Society's regular meeting schedule, the Society BoD may employ electronic (e-mail) means and/or phone to process a timely decision. Any voting member of the BoD may initiate a request that the President conduct a vote by e-mail or phone. The request must contain a concise statement of the question, the last date that an answer must be filed, and a brief statement on the reason the BoD should participate on behalf of the Society. Upon receipt of a valid request, the President will send, via e-mail or phone, all appropriate information, along with a statement of the question that requires a vote, to each voting member of the BoD. The message from the President will also contain the date by which each member must respond in order for their vote to be counted. Each addressee must have a minimum of five calendar days to respond. Normally each recipient may file one of four possible responses, i.e., (1) Yea, (2) Nay, (3) Abstain, and (4) Present. Each recipient may also submit questions and or a motion to amend the question to the President. In that event the president will relay the amendment motion to all recipients and extend the due date accordingly where possible. The total responses received by the President must meet the quorum requirements (see Section 4. above) for any decision to be valid. The quorum count shall be based on message responses received by the due date. The President will keep a record of all transactions and votes that take place using the e-mail /phone method and present the results for review at the next regularly scheduled meeting of the BoD.
ARTICLE VII Elections
Section 1. Not later than December 31 each year, a nominating committee consisting of a chairperson and two (2) or more members of whom only one (1) is a Director shall be appointed by the President with the approval of the Board. The President shall instruct the nominating committee in the performance of its duties.
Section 2. Not later than February 28 each year, the nominating committee shall nominate one (1) or more candidates other than themselves for each office and elective Board seat to be filled, and shall notify the membership in writing, either by publication in the Petal Pusher or by separate mailing, of the names of the nominating committee, the offices to be filled, the names of the nominees, and the closing date for nominations. In the same mailing, instructions for nominations from the membership and a mailing address for the nominating committee shall be provided. The closing date for nominations shall not be less than twenty (20) days from the date of the mailing.
Section 3. Additional nominations may be made by the membership by a written nomination from one member and a written second by another member. Each nomination must be accompanied by a written confirmation of willingness to serve by the nominee.
Section 4. Not later than March 31 each year, a ballot committee consisting of a chairperson and two (2) or more members of which no more than one (1) is a Director shall be appointed by the President with the approval of the Board. The President shall instruct the ballot committee in the performance of its duties.
Section 5. Within five (5) days of the close of nominations, the nominating committee shall provide to the ballot committee the names of all the candidates and the office for which each is nominated.
Section 6. If only one (1) candidate has been nominated for an office by the closing date of the nominations, the ballot committee shall declare that candidate elected by acclamation, and that candidate shall not be placed on the ballot. If only one (1) person is nominated for each of the offices to be filled, they shall all be declared elected by acclamation not later than May 20, and no ballot shall be prepared.
Section 7. Not later than April 30 each year, if there are any offices not elected by acclamation, the ballot committee shall cause a ballot to be mailed to the membership, either by publication in Petal Pusher or by separate mailing. The ballot shall contain the names of the offices to be filled, the names of all the candidates for each office, the address to which ballots are to be mailed, and the closing date, not less than twenty (20) days from the date of the mailing, of the election.
Section 8. Ballots shall be counted by the ballot committee. A plurality of votes cast for an office shall constitute election to the office. No votes for write-in candidates shall be accepted.
Section 9. The ballot committee shall report to the President the names of those elected not later than ten (10) days before the annual meeting.
Section 10. In case of a tie vote, the Board shall decide by vote or by chance, such as flipping a coin, at the next Board meeting.
Section 11. Newly elected officers and other Directors shall take office at the conclusion of the annual meeting or the Board meeting held in the same seven (7) day period as the annual meeting, whichever is later but before adjournment of that meeting. The newly constituted Board will conduct whatever business is necessary for continuation of Board and Society business.
ARTICLE VIII Publications
Section 1. The official publications of the Society are Missouriensis and Petal Pusher. Missouriensis shall be a journal to report botanical information and other material as directed by the Board. Petal Pusher shall be a newsletter for the publishing of information of meetings, activities and elections in a timely manner, and other material as directed by the Board.
Section 2. Both publications shall be published at times directed by the Board.
ARTICLE IX Chapter and Affiliate Organizations
Section 1. A group of five (5) or more persons, members or nonmembers of the Society, may organize a chapter of the Society by a request to the Society Secretary and with approval of the Board. The request shall be accompanied by the payment of current dues for each nonmember to the Society Treasurer.
Section 2. Members of each chapter shall elect their own officers, consisting of at least a President, Vice-President, Secretary and Treasurer or Secretary/Treasurer. All election results shall be promptly reported to the Secretary of the Society.
Section 3. Each chapter shall annually designate a representative to the Board. The name of the designated representative shall be reported to the Secretary of the Society not less than five (5) days before the annual meeting. Each chapter shall report a chapter representative vacancy and any new chapter representative designee to the Secretary of the Society immediately.
Section 4. Chapter representatives may be represented by an alternate presenting a written statement to that effect from any officer of that chapter at the beginning of each Board meeting. Such an alternate shall have all the rights and privileges as the chapter representative would have had at that Board meeting.
Section 5. Chapter representatives and alternates may be chosen in any manner the chapter wishes but each must be a member in good standing of the Society and of the chapter.
Section 6. All members of a chapter must be members of the Society, and are entitled to all the privileges pertaining thereto.
Section 7. Local chapters may establish chapter dues in addition to Society dues.
Section 8. Chapter meetings shall be held not less than four (4) times annually, the time and place to be decided by the chapter officers.
Section 9. Chapters may adopt their own Bylaws, not inconsistent with those of the Society.
Section 10. Chapters that fail to send a Chapter representative or alternate to any three (3) consecutive Board meetings without specific notification and concurrence of the President shall be declared to be on a probationary status pending review by Society officers. The President shall notify the delinquent Chapter's president by mail of the Board determination and shall also appoint one Director to inquire into the situation as to whether or not the Chapter is active (i.e., has meetings, field trips or publishes a newsletter, etc.) The appointed Director shall report an assessment to the Board at the next quarterly meeting and, based upon the information available, the Board will vote upon a motion to declare the Chapter dissolved or to initiate appropriate remedial actions. The Board shall request that any records and assets of the dissolved Chapter be provided to the Board which will determine the disposition of such materials.
Section 11. An already organized club or society may be known officially as an affiliate of the Society upon payment of annual dues as set by the Board. One copy of Missouriensis and one of Petal Pusher shall be sent to the President of the affiliate organization. Neither affiliate organizations nor members of affiliate organizations may vote in any matter brought before the members of the Society unless they are also regular members of the Society.
Section 12. No chapter or affiliated society, nor any officer or member thereof, except with the approval of the Board, shall have power to act for the Society in any official manner, financially or otherwise. Chapters shall hold harmless the Society from any liability in connection with activities or functions of the chapters.
ARTICLE X Fiscal Year
The fiscal year of the Society shall be July 1 - June 30.
ARTICLE XI Fund Raising Operations
All Society fund raising operations and proceeds allocations shall be conducted in accordance with the guidelines adopted by the Board on 24 April 1995 entitled MONPS FUND RAISING GUIDELINES,as amended. (See September-October 1995 Petal Pusher.)
ARTICLE XII Awards
Section 1. The Society shall bestow awards in recognition of contributions to various fields of botanical knowledge, cultural understanding and appreciation of natural values and certain other activities that may further the goals of the Society. Presentation of such awards shall be base solely on superior merit and not on periodic or calendar considerations. The awards normally shall be presented at the annual meeting, but may be bestowed at any other time as conditions may dictate and as approved by the Board.
Section 2. The President shall appoint an awards nominating committee who shall solicit candidates, screen nominees and make specific recommendations to the Board in time to obtain a final approval and prepare the awards for presentation at the annual meeting or other times as appropriate. The Board has sole authority to establish the title and purpose of each award and to approve each recipient; however, the Board may delegate approval of recipients to the awards nominating committee.
ARTICLE XIII Rules of Order
It is the policy of the Society to use Roberts Rules of Order as a general guide and reference for the conduct of meetings. Roberts Rules of Order are herewith made a part of these bylaws by reference.
ARTICLE XIV Amendments
These Bylaws may be amended by an affirmative vote of two-thirds (66.7%) of the Board of Directors.