North Jersey Orchid Society

Welcome to the North Jersey Orchid Society!

An Affiliate of the American Orchid Society

Bylaws of the

North Jersey Orchid Society

November, 2006

ARTICLE I - NAME

ARTICLE II - OBJECT

ARTICLE III - MEMBERSHIP

ARTICLE IV - DUES

ARTICLE V - LIABILITY AND PROPERTY

ARTICLE VI - GOVERNMENT AND MANAGEMENT

ARTICLE VII - OFFICERS, TRUSTEES AND THEIR DUTIES

ARTICLE VIII - MEETINGS

ARTICLE IX - NOMINATIONS AND ELECTIONS

ARTICLE X - COMMITTEES

ARTICLE XI - RULES OF PROCEDURE

ARTICLE XII - INTERPRETATION OF BYLAWS

ARTICLE XIII - INDEMNIFICATION PROVISION

ARTICLE XIV - AMENDMENTS

ARTICLE XV - DISSOLUTION OF ASSETS

ARTICLE I - NAME: This Society shall be called the North Jersey Orchid Society, Inc., herein called the "Society".

ARTICLE II - OBJECT: The objectives of the Society are to promote, carry on and aid in the development, improvement and preservation of orchids; to disseminate information concerning the culture, hybridization or development of orchids; and generally to extend the knowledge, production, use and appreciation of orchids of any kind in any manner.

ARTICLE III - MEMBERSHIP: There shall be two classes of membership.

1. REGULAR MEMBERSHIP shall be open to those who are interested in orchids. This membership may be either individual or family. In the case of family, there shall be one vote for each family unit of two. The names of proposed members may be submitted to the Membership Committee by any member in good standing

2. HONORARY MEMBERSHIP may be conferred upon any person who, in the opinion of the Board of Trustees, shall have merited such honor by reason of unusual service in the interest of Orchids. such membership shall have the right to vote and hold office. Honorary members shall be exempt from the payment of dues. Such persons shall be admitted to this class of membership by the unanimous vote of the Board of Trustees, the majority vote of the Society.

3. Any member may be dropped from membership in the society for cause at a meeting of the board provided such member be given ten days notice by mail of such proposed action and be afforded reasonable opportunity to be heard at such meeting.

ARTICLE IV - DUES: The fiscal year shall begin on July first and end on June thirtieth. Annual dues will be set by the Board and will be for both regular memberships and joint memberships for members sharing the same address. Any regular member who shall be in default of his annual dues for three months shall cease to be a member in good standing.

ARTICLE V - LIABILITY AND PROPERTY: This society shall not be liable or responsible for the destruction, loss or damage of the property of any person or for personal injuries received whether due to the negligence of the Society, its members or representatives, or not. Property of the Society injured, damaged or removed by the act or neglect of any member shall be paid for by such member.

ARTICLE VI - GOVERNMENT AND MANAGEMENT: The control and management of the affairs, funds and properties of the Society shall be vested in the Board of Trustees consisting of the President, Vice President, seven Trustees-at-large, Treasurer, Corresponding Secretary, Recording Secretary, News Letter Editor, Conservationist and Membership Chairman. The officers shall serve a term of one year. The term of office of each Trustee at large shall be two years.

1. Regular meetings of the board shall be held at least three times during the fiscal year. Special meetings may be called at the order of the president or at the request of six members of the board.

2. The Board and/or the President may designate one or more committees (in addition to the committees provided for in these bylaws) which shall have such authority of the Board or of the President as may be delegated to it.

3. The Board shall have the power to appoint any Regular Member to fill any vacancy among the officers or Trustees, however occurring, for the balance of the un-expired term of such officer or Trustee, by resolution duly adopted at a regular or special meeting of the Board.

4. Each officer and each Trustee shall take office on the first day of the fiscal year for which elected and shall hold office until his successor is elected and duly certified, unless his office shall become vacant as provided elsewhere in these bylaws.

5. The resignation of any officer or Trustee shall be tendered to the Board and may be acted on at any regular or special meeting of the Board.

6. The Board shall have the authority to fix the time and the place of each regular and any special meetings of the Society.

7. Unless otherwise specified in these bylaws, the affirmative vote of the majority of the members of the Board present shall be required for the adoption of any resolution or motion.

8. Nine members of the Board shall constitute a quorum.

ARTICLE VII - OFFICERS, TRUSTEES AND THEIR DUTIES:

1. The PRESIDENT shall be administrative officer of the Society and shall supervise the business and affairs of the Society. He shall preside at all meetings of the Board and of the Society and shall, subject to the approval of the Board, enforce all Bylaws, rules and directives of the Society. He shall be a member ex-officio of all committees except the auditing, Nominating and elections committees. He shall by and with the approval of the Board make and execute all contracts for and on behalf of the Society. He shall keep the Board fully informed and frequently consult it concerning the business and activities of the Society.

2. The VICE PRESIDENT shall perform the Presidents duties in the absence of the President. The Vice President shall act as chairman of the Program Committee and shall also perform such duties as may be delegated to him by the President.

3. The CORRESPONDING SECRETARY shall be responsible for all writings and correspondence that are authorized by the Board or the President and shall have custody of the bylaws.

4. The RECORDING SECRETARY shall take the minutes at the monthly dinner meetings. These minutes will then be forwarded to the Newsletter Editor within seven days after the meeting. He will also take minutes at all Board meetings and forward them to the President.

5. The TREASURER shall receive all moneys belonging to the Society and shall disburse them under the direction of the Trustees or any Committee empowered by the trustees to pay obligations of the Society. He shall deposit the funds of the society in such bank as may be designated by the Board of Trustees. At the Annual meeting of the Society he shall make a full written report covering the cash receipts and disbursements since the last Annual Report. He shall be bonded at the expense of the Society.

6. The NEWSLETTER EDITOR shall collect all information including minutes, articles of interest, meeting notices and other pertinent data for the newsletter. He shall organize, collate and edit this information for each months newsletter and shall publish and mail the newsletter to the members.

7. The MEMBERSHIP CHAIRMAN shall be responsible for collecting dues and forwarding them to the treasurer, registering and announcing new members, and keeping a record of the names and addresses of the Societys members. He shall publish this membership list once a year and have updated information available to members as requested.

8. The CONSERVATIONIST will be responsible for promoting projects for the preservation of Orchid species. This officer shall maintain any conservation project brought forth by the Board or Society members.

9. The TRUSTEES-AT-LARGE shall assist the officers in the management of the affairs of the Society as well as perform all duties and functions delegated to them by the President.

ARTICLE VIII MEETINGS:

1. The Regular meetings of the society shall be held monthly on a date determined by the board. Special meetings of the society may be called by the President or by any six members of the board. Each member of the Society shall receive written notice at least ten days prior to all meetings as to the time, place and program, whether Regular, Special or Annual.

2. The Annual Meeting shall be held in June, at which time the annual reports of the Officers and Committees shall be given and the Election of Officers and Trustees-at-large shall take place.

ARTICLE IX - NOMINATIONS AND ELECTIONS:

1. At the February Meeting of the Society, the Board shall appoint a nominating Committee consisting of three regular members, no more than one of whom shall be a member of the Board. This Committee shall be responsible for the nomination of one qualified member for each office and trusteeship. The slate shall be presented to the Society members at the April meeting. In addition to this slate, additional nominations may be made from the floor at the May meeting, by a regular member duly seconded by another regular member. All members must have signified their willingness to serve before their names are presented either by the Committee or from the floor.

2. The list of nominees selected by the Nominating Committee shall be sent to members of the Society at least ten days before the May meeting and the list of all nominees shall be sent to the membership ten days prior to the annual meeting.

3. Elections shall be held by verbal vote, in the event of a contest the president shall appoint an Election Committee of three regular members which shall collect and tabulate written ballots. The nominees receiving the highest number of votes for Officer or Trusteeship shall be declared elected. In the event of no contest, the chair may entertain a motion to instruct the Secretary to cast one ballot and the chair will announce the elected officers and trusteeship-at-large.

4. A Quorum shall consist of one quarter of the regular members at all Meetings of the Society.

ARTICLE X - COMMITTEES: There shall be at least the following Committees, the members of which are appointed annually after each Annual Meeting by the President and with the approval of the Board. The chairmen of these Committees may be invited by the Board of Trustees to attend meetings of the Board as non-voting members.

1. The AUDITING COMMITTEE composed of at least one regular member, who is not a Board Member, shall audit the accounts of the Society at the end of the Fiscal Year and shall report to the new Board of Trustees at their first meeting.

2. The MEMBERSHIP COMMITTEE, composed of a chairman and one or more of the regular members of the Society, shall take appropriate steps to stimulate interest in Society memberships. receive membership applications and dues, distribute membership information and introduce new members and guests to the Society.

3. The PROGRAM COMMITTEE has for its Chairman the vice president of the Society. There shall be at least two other members. This committee has charge of selecting speakers, inviting them to present their programs and entertaining them before the meetings as guests for the Society. All necessary equipment (such as projector, screen, tables, etc.) for the use of the speaker is the responsibility of this committee.

4. The HOSPITALITY COMMITTEE shall be composed of a chairman and at least one other member, who will be responsible for the details necessary or desirable for all. This committee is responsible for arrangements at meetings of the Society pertinent to arranging meals, menus and decorations, and will, with the approval of the board, select and make arrangements for the place for all meetings of the Society.

5. The EXHIBITION COMMITTEE shall consist of a chairman and two other Regular Members of the Society. It shall make arrangements for participation in such public or other exhibitions as the Board may authorize and, in cooperation with the Program and Hospitality Committees, attend to the planning detailing of arrangements for the display tables, lights, and door prizes for meetings of the Society.

6. The LIBRARY COMMITTEE shall consist of the Librarian and such members as may be required. It shall have custody of all library material, have it available at all meetings for loan to members and receive, hold and, with the advice of the Board, disburse funds for additions to the Library.

ARTICLE XI - RULES OF PROCEDURE: All meetings of the Society, of the Board of Trustees, and of the committees shall be according to Roberts Rule of Order, so far as applicable and when not inconsistent with these bylaws.

ARTICLE XII - INTERPRETATION OF BYLAWS: (Except as applicable to Elections) shall be decided by the Board of Trustees. Questions of interpretation of these bylaws applicable to elections shall be decided by the Elections Committee.

ARTICLE XIII - INDEMNIFICATION PROVISION: Each person who acts as a Trustee or Officer of the Society shall be indemnified by the Society against expenses actually and necessarily incurred by him in connection with the defense of any action, suit, or proceeding to which he is made a party by reason of his being or having been a Trustee or Office of the Society, except in relations to matters as to which he shall be individually adjudged to be liable for gross negligence or willful misconduct in the performance of his duties. The right of indemnification provided herein shall insure to each Trustee and Officer at the time such costs or expenses are imposed or incurred, and in the event of his death, shall extend to his legal representative.

ARTICLE XIV - AMENDMENTS: These Bylaws may be amended at any meeting, duly constituted, of the members by an affirmative vote of two thirds of the members voting. No amendment shall adopted unless the substance and effect of the proposed amendments shall have been stated in the call for the meeting.

ARTICLE XV - DISSOLUTION OF ASSETS: Upon dissolution of the North Jersey Orchid society, Inc., assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Tax code or shall be distributed to the Federal Government or to a State or local Government for public purpose.