BYLAWS of the NEW HAMPSHIRE ORCHID SOCIETY, INC.
As adopted on 10-Aug-021
ARTICLE I: Name
This society shall be known as New Hampshire Orchid Society, Inc., incorporated in the State of New Hampshire, hereafter referred to as “NHOS”.
ARTICLE II: Purpose and Organization Section A. Purpose
The purpose of NHOS is to:
Provide the public interested in orchids, information on the preservation, cultivation, hybridization, and uses of orchids by means of exhibits, lectures, publications, and other such activities as may be necessary to effectuate such purposes.
Section B. Organization
NHOS may affiliate with other similar organizations but will remain forever an independent, sovereign organization.
1. NHOS shall, at all times, be operated solely and exclusively for scientific and or educational purposes related to the study of orchids, their propagation, culture, care, and development.
2. No part of the net earnings of NHOS shall be used to the benefit of any member, trustee, officer of NHOS, or any private individual (except that reasonable compensation may be paid for services rendered to or for NHOS). No member, trustee, officer of NHOS or any private individual shall be entitled to share in the distribution of any of NHOS assets on dissolution of NHOS.
3. No substantial part of the activities of NHOS shall be carrying on propaganda, or otherwise attempting to influence legislation [except as otherwise provided by the Internal Revenue Code Section 501 (h)]. Nor shall NHOS participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.
4. NHOS shall not participate in any transaction resulting in the diversion of its income or assets to any officer, employee, contributor, other than in payment of reasonable compensation for personal services actually rendered to NHOS and members shall not receive compensation for services to NHOS other than reimbursement for expenses related to those services.
5. Notwithstanding any other provisions of these articles, NHOS is organized exclusively for one or more of the purposes as specified in IRC 501(C) (3) of the Internal Revenue Code of 1954 and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under IRC 501(C) (3) or corresponding provisions of any subsequent Federal Tax laws.
6. In the event of dissolution, all of the remaining assets and property of NHOS shall, after necessary expenses thereof, be distributed to another organization exempt under IRC 501(C) (3), or corresponding provisions of any subsequent Federal Tax Laws, or to the Federal government, or state, or local government for the public purpose, subject to the approval of a Justice of the Supreme Court of the State of New Hampshire.
1 These bylaws make assumptions regarding past bylaw votes, including the fact that the 95 bylaw vote was legit. The Sept 2000 bylaw vote while not being legit is included in here on the assumption a new vote will be made in the near future.
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Section C. Principal Office
The principal business office for the corporation is to be the old town hall of Bedford, NH. The secretary shall provide for filing of appropriate documents with the secretary of state and clerk of the town in which the business is carried on, pursuant to RSA 292.2
ARTICLE III: Membership and Dues Section A. Membership
1. Regular members in NHOS may include any person or two persons living at the same address, regardless of race, sex, color or religion, with an interest in orchids. Two persons living at the same address will only receive one copy of NHOS mailings, however, each person will be entitled to one vote. Application for membership shall be made to the Membership Chairperson and, upon payment of the appropriate dues as specified in Article III; Section C. the applicant shall be considered a Member.
2. Life Members may include any person or two persons living at the same address, regardless of race, sex, color or religion, with an interest in orchids and who either pay the one-time Life Membership Fee as specified in Article III, Section C. or is nominated by petition to the Board of Directors. The nominee, upon a 2/3 vote of the Board of Directors, shall then be elected by a 2/3 vote of the Members present at the Annual Meeting or at any regular monthly meeting where there is a quorum. Such Membership is permanent unless otherwise requested by the Life Member. Two persons living at the same address will only receive one copy of NHOS mailings, however, each person will be entitled to one vote.
3. Honorary Members may include any person or two persons living at the same address, regardless of race, sex, color or religion, or a commercial orchid entity, or affiliated society with an interest in orchids and who is nominated, by petition to the Board of Directors, and upon 2/3 vote of the Board of Directors is then elected by a 2/3 vote of the Members present at the Annual Meeting or at any regular monthly meeting where there is a quorum. Such membership is permanent unless otherwise requested by the Honorary Member. Two persons living at the same address will only receive one copy of NHOS mailings. Honorary Members are not entitled to vote at membership meetings or to hold office within NHOS.
The term Member as used hereafter shall refer to such Regular, Life and Honorary members as defined above. The Board may establish other categories of membership with such requirements and privileges as the Board may determine.
Section B. Voting
1. All regular and life members in good standing are entitled to one vote at all membership meetings.
2. Honorary Members are not entitled to vote at membership meetings or to hold office within NHOS. Section C. Dues
The annual Regular Member dues and the Life Member fee shall be determined by the Board of Directors and voted upon at the Annual Meeting of NHOS. Any change in the amount of dues assessed requires a 2/3 vote of the voting members present at the Annual Meeting.
Annual dues shall be payable on September 1. The Membership Chairperson shall give members whose dues have not been paid by October 1 final notice. Failure to pay the Annual Dues by November 1 shall be equivalent to cancellation of membership. A member may be reinstated at any time by payment of dues.
Lifetime membership dues shall be ten times the annual dues and shall be payable on September 1. Upon payment of said dues a lifetime member shall be exempt from all future dues payments.
New members joining in the last four months of the membership year will be considered as having paid dues for the following membership year. The Board of Directors may assess special dues for individuals joining during special society events, such as a society show.
No dues or assessments shall be required of Honorary Members. No dues or assessments shall be refundable.
Section D. Liabilities of Members
Members, as such, shall not be personally liable for any debts, liabilities, or obligations of the Society, and any and all creditors shall look only to the assets of the Society for payment. The Society shall, to the extent practicable and permitted by law, maintain liability insurance on behalf of its members against any expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by such members in their capacity as such as a result of any threatened lawsuit, pending or completed action or proceeding, whether civil, criminal, administrative or investigative.3
ARTICLE IV: Governing Body
The Governing Body of NHOS, known as “The Board of Directors”, (or the Board), shall consist of the Officers as named in Article V, Section A, together with four elected trustees, and the immediate past president who shall be considered a non-elected trustee. Written notice of the time, place and purpose of any special meeting of the members shall be given not less than twelve (12) days nor more than ninety (90) days before the date fixed for the meeting, not including the day of mailing nor day of meeting. Said notice shall be given 1) by mailing a copy of said notice to each member by first-class mail to the member's address of record as recorded on the membership list by the membership chairman; 2) by the official communication channel.4
1. The Board of Directors shall be vested with authority to carry on the business and management of NHOS’s affairs and shall hold meetings in not less than ten months of the fiscal year. These meetings may be called by either the President or the Board at a time and place of their choosing,
2. Five members of the board shall constitute a quorum at any meeting of the Board.
3. Any Officer or Trustee may be removed from the Board, at any time, by a majority vote of the remaining Board
members, at any meeting of the Board, if, in their judgment, such Officer or Trustee, either by illness or any
other cause, shall not adequately have attended to his duties. Any board member who fails to attend four
consecutive meetings of the board will be deemed to not be adequately attending to their duties and will be
replaced by a different member in accordance with Article V Section A Item 1 for the rest of his/her term.5
4 Amended 10-Nov-01
5 Amended 10-Nov-01
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4. The President or the Board of Directors as specified in Article V, Section A, Paragraph 1 shall fill all vacancies among the Officers and trustees.
5. Meetings of the Board shall be maintained as open meetings. Any member may submit agenda items to the president; the member may then be invited to present these proposals to the Board; however, only Board members shall vote. The member’s participation in discussion at the Board meeting shall be limited to that member’s specific proposals.
ARTICLE V: Officers
Section A. Officers and Duties
The Officers of NHOS shall be President, Vice-President, Secretary and Treasurer.
1. The President: is NHOS’s chief spokesperson, and shall preside at all meetings of NHOS and the Board of Directors and shall perform the recognized functions of the office, which are to include general supervision of the affairs of NHOS.
The President shall prepare an agenda for all meetings of the Board, including such items as suggested by other NHOS or Board members. The President shall provide this agenda to the Board at least 10 days prior to each meeting of the Board, if such time between meetings is available.
The President shall sign all written contracts and agreements for NHOS as specified in Article IX. The President shall ensure that the Bylaws are enforced.
The President shall establish such committees as are necessary to conduct the affairs of NHOS beyond those Standing Committees identified in Article VII. The President shall be an ex-officio member of all committees, except the Nominating Committee.
Except as noted in Article V, Section C, Subsection 1, the President shall appoint, with the advice and consent of the Board and with appropriate notice to the general membership of such vacancies, one chairperson for each standing committee. Each chairperson shall be appointed for a one-year term with the privilege of reappointment for a second year. Upon the request of the chairperson, and with approval of the Board, the President may extend the term of that committee chairperson.
In the event a Board member resigns or is otherwise no longer able to serve, the President shall, with reasonable haste and with the advice and consent of the Board, appoint an alternate to fill the vacancy. This alternate shall be a member in good standing of NHOS.
The President shall prepare an annual report for the membership to be delivered at the Annual Meeting.
The President shall vote at all meetings of the Board, according to The Standard Code of Parliamentary Procedure by Alice Sturgis, which permit presidential voting when the vote is by ballot and in all cases where, by voting, the vote would change the result.
2. The Vice President: shall preside over all meetings of NHOS in the absence or disability of the President, shall be responsible for working with the standing program committee chairman to ensure a program for monthly membership meetings, may be chair of that committee and may direct special projects as requested by the President or the Board.6
In the event that the office of President becomes vacant, the Vice President shall assume all responsibilities of the office of President for the conclusion of the term of the President.
3. The Secretary: shall keep a true record of all meetings of NHOS and the Board and shall record action taken at these meetings including accurate records of votes cast for the proposals submitted. The Secretary shall provide each member of the Board with a copy of the minutes of membership and Board meetings.
The Secretary shall handle all correspondences received by NHOS and shall notify the President, monthly, of all such correspondences. The Secretary shall assist all committee chairpersons with correspondences, if so requested.
If the President and Vice President are absent from any meeting, the Secretary shall call the meeting to order, and shall preside for the duration of the meeting or until either the President or the Vice President arrive at which time they shall assume their duties.
The Secretary shall maintain a record of the whereabouts of all Society records and equipment. The Secretary shall store records, correspondences, and notes of NHOS, and shall maintain and update a log of elections of Board members with the dates of terms of office and replacements as necessary.
Upon termination of the Secretary’s term of office, he/she shall turn over to the incoming Secretary all papers, correspondences, records, back files and archives of NHOS.
4. The Treasurer: shall receive all dues from and shall oversee their collection by a duly appointed Membership Chairperson. The Treasurer shall receive all moneys belonging to NHOS and shall disburse the same under the direction of the Board, or any committee empowered by the Board to pay obligations of NHOS. The Treasurer shall make appropriate payments, in a timely manner, for all recurring expenses such as meeting place rent, post office box rent, bulk mail permits, and insurance renewals.
The Treasurer shall maintain a list of all donations made to NHOS including the name of the donor along with the amount of the donation. The Treasurer shall provide any receipts that may be required by the IRS for charitable contributions made by donor.
The Treasurer shall submit to the Board for their approval, NHOS budget for the following year. This budget shall be submitted at least 60 days prior to the conclusion of the fiscal year. This budget shall be sent to NHOS members with the notice of the Annual Meeting.
The Treasurer shall present a report of the current finances at each Board meeting.
The Treasurer’s books and accounts shall, at all reasonable times, be open to inspection by any Member of the Board. The Treasurer shall present a statement of the accounts at each Annual Meeting of NHOS including a written report of the previous fiscal year to include the balance sheet, statement of revenues, expenses and account balances. The Treasurer shall, at the discretion of the Board, be adequately bonded upon assuming office. If the Board requires a bond, then NHOS shall underwrite its cost.
The Treasurer shall be responsible for the financial oversight of any shows and exhibits sponsored by NHOS. If a show or exhibit is held, the Treasurer shall assist the Show Chairman in selecting a responsible controller for same, with Board approval. The Treasurer shall assist that controller in the execution of their duties or may assume those duties if necessary and desirable.
a. The fiscal year of NHOS shall be from September 1 to August 31.
b. Operating funds of NHOS shall be maintained in a demand deposit account in a bank insured by the Federal Deposit Insurance Corporation. These funds shall be subject to withdrawal upon the signature of the Treasurer and/or the President. Other funds may be held or invested at the discretion of the Board.
c. Non-budgeted expenditures of up to $1000 for the needs of NHOS shall only be made with the consent of the Board. Gifts and donations made by NHOS to an individual or non-profit organization of up to $250 shall only require approval of the Board. Expenditures, gifts, and donations made by NHOS exceeding the previously named limits shall be submitted to the general Membership and approved by a standing vote of a majority of those present and entitled to vote.
Section B. Term of Office
1. The term of office of the President, Vice President, Secretary and Treasurer shall be two years. The President and Vice President shall serve only one term in their office, except following a partial term. The Treasurer and secretary shall serve no more than two consecutive terms in their office, except following a partial term. Following a one-year period after their last term in office, an individual may be re-elected to the same office.
2. The term of office of Trustees shall be two years. Trustees shall be elected on an alternating basis, two one year and two the next, all for two year terms. Trustees shall serve no more than two consecutive terms, except following a partial term, however, following a one-year period after their last term in office, they may be re-elected.
3. No individual shall hold more than one office at a time.
4. If a Board member is no longer able to serve, the President, with the advice and consent of the Board, shall appoint an alternate to fill the vacancy (see Article V, Section A, Paragraph 1).
Section C. Election
All Officers shall be elected at the Annual meeting. Trustees, as required, shall also be elected at the Annual Meeting.
1. Nominating Committee
The Nominating Committee shall consist of three individuals. At the regular June membership meeting each year, the President shall announce the appointment of the Nominating Committee Chairman, chosen from the current Board, without Board approval. The Chairman shall select from the general membership but not including the current Board members, the two remaining nominating committee members.
a. The President shall with the advice and consent of the Board, appoint an alternate to fill any vacancy occasioned by the resignation or failure of any member of the Nominating Committee to serve.
b. The Nominating Committee shall present a list of willing candidates for Officers and Trustees at the August Membership Meeting. All such nominations shall be made with the prior consent of the nominees who shall declare that they are aware of the duties of office as set forth in these Bylaws.
The Nominating Committee shall ensure that at least one eligible candidate be nominated for each open office. The list of nominees shall be sent to NHOS members with the notice of the Annual Meeting.
c. Any member, in good standing, of NHOS shall be eligible for nomination, provided they meet the requirements of these Bylaws specified in Article V, Section B.
d. No member of the Nominating Committee shall, solely by his or her service on that committee, be ineligible for nomination.
3. Election of Officers
a. Nominations from the floor will also be in order at the Annual Meeting provided those being nominated clearly express their willingness to serve at the time of nomination and their understanding of the duties of the office to which they are being nominated.
b. Elections shall be held immediately following the close of nominations. Each candidate receiving a majority of votes cast shall be elected.
c. Where there is more than one candidate listed for an office, voting shall be by written ballot.
d. Newly elected Officers and Trustees shall take office immediately after the close of the Annual Meeting at which they were elected.
ARTICLE VI: Society Meetings Section A. Monthly Meetings
1. Monthly meetings, also known as Membership Meetings, are generally held on the second Saturday of each month. Written notice of meetings shall be sent to all Society members at least one week prior to these meetings.
2. A quorum at the Monthly Meeting shall consist of at least 30 voting members. Section B. Annual Meeting
1. The annual meeting shall be held in September, unless otherwise decided by the Board.
2. A quorum at the Annual Meeting shall consist of at least 30 voting members.
3. The Annual Reports of the President and Treasurer shall be made at this meeting.
4. Election of Officers and Trustees shall be held at this meeting, as appropriate, according to Article V, Section C, and Subsection 2.
5. The Annual Budget submitted by the Treasurer and approved by the Board as specified in Article V, Section A, Subsection 4, shall be voted on at this meeting.
Section C. Special Meetings
1. The President, with the consent of the Board, may call special meetings of NHOS.
2. A written notice shall be sent to members at least one week prior to such a meeting. Section D. Voting
Election of Officers, Trustees, Amendments, and Decisions affecting the interests of NHOS shall be by standing vote or written ballot if so required by Article V, Section C, Subsection 2, of those members in good standing present at the time of the vote.
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Section E. Rules
The rules contained in the current edition of The Standard Code of Parliamentary Procedure by Alice Sturgis shall govern NHOS in all cases to which they are applicable and which are not inconsistent with these Bylaws and special rules of order that NHOS may adopt.
ARTICLE VII: Standing Committees
To better conduct the affairs of NHOS, the following Standing Committees shall exist and their responsibilities shall be at least as stated below but may include other duties and responsibilities as requested by the Board.
Each Standing Committee shall consist of one Chairperson, appointed by the President and with the advice and consent of the Board. A Standing Committee Chairperson shall whenever possible appoint a Vice Chairperson who will act in the absence of the Chairperson at any meetings of that committee. The Chairperson of that Standing Committee shall determine the number of persons needed to fulfill the duties of that committee.
Standing Committee Chairpersons are not positions on the Board; however, a Board member may be appointed as a Standing Committee Chairperson. A Board Member shall be the Chairperson of no more than one Standing Committee. Chairpersons for Standing Committees may be requested by the Board to be present at Board meetings to deliver a committee report or to participate in discussions that pertain to that Standing Committee’s responsibilities.
Responsible for overseeing all advertising related to NHOS.
Shall notify local newspapers, television and radio stations using their free public service features to inform the public of all Society events.
2. AOS and Affiliated Society Representative:
Shall serve as the primary liaison between NHOS and the American Orchid Society. Shall receive and disperse to the appropriate Society Chairpersons, Officers, or members, information received from the AOS, such as program information to the Vice President and book information to the librarian.
Shall promote AOS membership within NHOS and shall be responsible for the display of the AOS Membership poster at all functions of NHOS, except Board meetings.
Shall respond to all requests from the AOS for information, such as the AOS Rep Questionnaire and shall provide the AOS with an updated membership list at regular intervals. The AOS Representative shall keep the AOS informed of all changes in the Board of NHOS.
Shall keep all Society members informed as to the present and future activities of NHOS and its members through the production and dissemination of NHOS’s monthly newsletter.
Shall assemble all information for the newsletter and ensure that information published is accurate, including for example, spelling and correctness of plant names to the best of their ability.
Shall publish the newsletter on a timely manner to be sure it arrives at least one week prior to all meetings for even the most distant recipient.
Shall oversee the production of other publications if requested by the Board.
Shall oversee the refreshment table at Membership Meetings and shall encourage Society Members to participate in providing refreshments.
Shall provide a means for donations to be made for refreshments and shall submit all collected money to
the Treasurer. Where purchases of refreshments are required, all receipts shall be submitted to the Treasurer.
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Shall ensure that at a minimum drinks (coffee, tea, etc. and cookies, teacakes) are provided.
Shall maintain NHOS’s library including adequate records of all its books and publications.
Shall, under policies and procedures approved by the Board, establish and provide the means whereby these materials are made available to the members for their use.
Shall recommend purchases of books to the Board and upon their approval make the purchases.
Shall maintain all honors and awards of NHOS. These honors and awards shall be made available at the request of the Board but are not otherwise to be used by the members.
Shall keep a historical record of the activities of NHOS to include, at least, the names of all present and past Officers, Trustees, Committee Chairpersons and a record of significant Society events such as Annual Meetings, picnics, field trips shows, exhibits, guests and speakers. Whenever possible this record shall include photographs and newspaper clippings. This historical record shall be maintained in an orderly manner, arranged chronologically, and available for use by NHOS.
Shall create and maintain a list of the name, address, e-mail address and phone number of each Society member. This list shall identify all current Officers, Trustees, Life Members, Honorary Members, and Committee Chairpersons. This list shall be published to all Officers, Trustees and Committee Chairpersons at the time of their election or appointment, and shall be made available to all other members, upon request, or at intervals approved by the Board. This list shall be used for all Society mailings and shall be used to determine if an individual is a member in good standing within NHOS. Further, the Board shall use this list to determine the count of members in good standing when requested.
Shall provide an application form for individuals wishing to join NHOS and should make these available at all NHOS functions, except Board meetings. As new members join NHOS, the Membership Committee shall provide the Editorial Committee with their names for publication in the monthly newsletter. The
Membership Committee shall be responsible for collecting membership dues and shall disburse all collected dues to the Treasurer in a timely manner.
Shall be responsible for the oversight of NHOS show, if there is one. Said chair shall be appointed within six weeks after the end of the current show so that planning for the subsequent year may be done as quickly as possible. Said appointment shall be made subject to Article V, Section A, under the President.
8. Show Table:
Shall be responsible for ensuring that facilities are provided at the membership meetings for the display and judging of orchids grown by members of NHOS.
Shall establish and make available in written form, upon request, the rules governing the judging of displayed orchids, including judging categories, criteria and awards.
Shall provide to the Editor the Show table awards of the previous month, providing correct spelling and plant names to the best of their ability.
Shall be responsible for ensuring that monthly membership programs are conducted efficiently. This includes at a minimum the following items.
A. The committee shall be responsible for preparation of such materials as requested to organize the recruitment of speakers for the monthly membership programs. These materials constitute a speakers’ package, including, but not limited to, such items as a task checklist, guidelines, speakers expectations, follow-up letters, arrangements for room and board, confirmation letters, etc.
B. The committee shall be responsible for selecting, interviewing, and scheduling speakers and topics that are of interest to the membership
C. The committee shall be responsible for assisting/providing travel and lodging arrangements for the speaker.
D. The committee shall be responsible for insuring that that all materials that are needed by the speaker are available and function properly.
E. The committee shall be responsible for insuring that the recruitment checklist is followed and is up to date for each speaker.
F. The committee shall be responsible for insuring that all financial transactions between the society and the speaker are proper and that the society’s financial obligations to the speaker are met in a timely manner.7
10. Risk Management
Responsibilities include reviewing and maintaining the by-laws, creating and maintaining a Society handbook, and advising the Board on risks and safety issues.8
Shall be responsible for organizing the annual fundraising auction, if held. This includes soliciting donations from vendors and members, arranging for proper care of the plants before the auction, including any treatment for disease or insects, and organizing the day of auction activities, including setup, record keeping and auctioneers.9
12. Conservation and Education
Shall be responsible for promoting the interests of orchid conservation and education for the society. This should include but not be limited to activities such as providing liaison with governmental agencies and
other societies, make suggestions for speakers and presentations, organizing field trips, facilitating opportunities for increased sharing among interested people, and providing information for the newsletter and website.10
ARTICLE VIII: Properties
The equipment of NHOS shall be for the use of NHOS and shall not be for personal use.
NHOS’s Library and other educational materials belonging to NHOS shall be for the use of members only. Their use shall be governed by appropriate rules established by the Library Chairperson(s).
ARTICLE IX: Contracts
NHOS will, from time to time, be required to enter into contracts in order to conduct its business. The President shall, with one other Officer or Trustee, sign all written contracts and obligations. The second signature will usually be the Secretary but due to the particular nature of some contracts, may not always be the Secretary. No contract is binding on NHOS unless signed as required above.
ARTICLE X: Changes to the Bylaws
7 Adopted 14-Apr-01 (Programs formed as a new standing committee)
8 Adopted 10-Nov-01
9 Adopted 10-Aug-02
10 Adopted 10-Aug-02
NHOS’s Bylaws may be amended by a 2/3 vote of the members present at any regular meeting of the membership or at any special meeting called for that purpose, providing in either case that a quorum is present. Written notice of the meeting and a copy of the proposed amendments shall be sent to the members at least one week prior to the meeting before the meeting at which they are to be presented.
A current copy of the bylaws will be documented and available for all members as well as in the Society's Handbook. When sections of the bylaws are updated, a notation will be added to the end of the section, indicating when the section was updated, e.g., "Adopted 1 5-Sep-01 ", "Amended 15-Sep-01" or for sections with multiple updates, "Adopted 12-Apr-99, Amended 1 5-Sep-00, Amended 13-Jul-01".11
Any changes in NHOS’s Bylaws are binding from the date of adoption. 10-Aug-02
11 Amended 10-Nov-01