Prairie State Orchid Society Officers, By-laws

Officers, By-Laws

Current Officers

President - Mitzi Vasconcelles

Vice-President - Gregg Curtiss

Secretary - Shirley Adams

Treasurer - George Kloppe

            BYLAWS OF THE PRAIRIE STATE ORCHID SOCIETY
      ARTICLE I
      Name
The name of the organization is the Prairie State Orchid Society hereinafter referred to as the “Society”.

      ARTICLE II
      Purpose
The Society is a cultural not-for-profit organization the purpose of which is to:
1. Exchange information and educate its membership and the general public in all aspects of orchid cultural and breeding information;
2. Offer opportunities for the members and the public to become more aware of orchids and their culture through publicity, shows, exhibits and tours;
3. Support and augment locally the objectives of the AMERICAN ORCHID SOCIETY and the MID-AMERICA ORCHID CONGRESS.

      ARTICLE III
      Membership and Dues
      Section 1. Membership
Membership shall be open to all persons who are interested in furthering the purposes of the Society as stated in Article II.
Each member shall agree to abide by the Bylaws of the Society. Membership classes, privileges, and restrictions may, from time to time, be established by the current membership.
Membership is activated upon payment of dues for the current fiscal year of the Society unless the person seeking membership has been previously expelled and the stipulation in Section 3 below has not been met.
A member consists of any person who is over the age of 15. Only members over the age of 18 can vote.
All members are urged but not required to join the AMERICAN ORCHID SOCIETY.
      Section 2 Dues
The annual dues shall be in such amount as shall be determined by the membership. Annual renewal of membership corresponds to the Society’s fiscal year. Dues shall not be refundable upon resignation or expulsion.
      Section 3. Resignation or Expulsion of Members
Members shall have the right to resign from the Society or from an office of the Society at any time. Any member may be expelled by a majority of the membership of the Society present at any Regular or Annual meeting. Expulsion is permanent unless rescinded by a majority of all the Society Members.
      Section 4. Action on Behalf of the Society
No member may perform any act in the name of the Society without prior consent of the President or a majority vote of the membership present at any Regular or Annual meeting.

      ARTICLE IV
      Meetings
      Section 1. Annual Meeting
The Annual meeting of the Society shall be held within the first month after the close of the fiscal year for the purpose of reporting the activities of the year, holding biannual elections and installing new officers, as well as, the transaction of such other business as may come before the meeting. Due notice shall be given to the membership of the Annual meeting date, time and place by oral, written or electronic means or by mail.
      Section 2. Regular Meetings
The Society shall usually hold Regular meetings or events open and available to the membership on at least a monthly basis. The President shall specify the day, time and place of Regular meetings unless superceded by a vote of the membership present at a Regular or Annual meeting. Due notice of Regular meetings shall be given to the membership.
      Section 3 Quorum
A quorum at any duly called meeting of the Society will be the number of members in attendance, except where otherwise provided herein.
      Section 4. Voting
Voting on any question or in any election may be by voice unless the presiding officer shall order, or upon a request that is seconded by two members present (i.e., three members must request), that the voting be by roll call or by ballot.
      Section 8. Majority Vote
A majority vote shall control in all maters or decisions except where otherwise provided herein.

      ARTICLE V
      Officers
      Section 1. Number
The officers of the Society shall consist of a President, President-Elect, Secretary, and Treasurer.
      Section 2. Election and Term of Office
The Officers of the Society shall be elected biannually by the membership at the Annual meeting. The officers shall hold office for two years or until a successor has been duly elected or appointed to fill a vacancy.. Appointments to fill a vacancy may be made by the President but must be ratified by vote of the majority of the membership at the next (Regular or Annual) meeting. No officer may hold more than one such office at a time regardless of the source of election or appointment. The President and President-Elect cannot directly succeed themselves unless no other member is willing to stand for election, but the Secretary and the Treasurer can be reelected indefinitely

      Section 3. President
The President shall be the principal executive officer of the Society and shall in general supervise and control all the business of the Society within limitations set forth within these Bylaws or by the membership.
The President shall:
1. When present preside at all meetings of the Society;
2. Along with any appropriate officer or member of the Society, sign any deeds, contract, or other instruments which the members authorize to be executed except in cases where the signing and execution shall be expressly delegated by the membership or by these Bylaws to some other officer or agent of the Society, or unless required by law to be otherwise signed or executed;
3. Be responsible for presenting an annual report at the Annual meeting.
4. Perform all duties incident to the office of the President and such other duties as may be prescribed from time to time by the membership; and
5. Serve as an ex officio member of all committees.

      Section 4. President - Elect
In the absence of the President or in the event of the President’s inability or refusal to act, the President-Elect shall perform the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions, upon the President.
The President-Elect shall:
1. Be automatically elevated to President at the end of the previously elected President’s term office, however:
a) In the event of the President’s resignation, removal or expulsion the President-Elect shall be immediately elevated to the Presidency and remain as President through the next term of office as originally elected;
b) In the event of the President-Elect’s resignation, removal or expulsion before elevation to the Presidency pursuant to (1)(a) above, the succession to the Presidency shall pass to the Secretary and Treasurer in that order and a new President and President-Elect will be elected at the next annual meeting.
2. Be responsible for all Regular meeting programs;
3. Serve as the Representative for the Society to the American Orchid Society and the Mid-America Orchid Congress.
4. Serve as an ex officio member of all committees: and
5. Perform all the duties as from time to time may be assigned by the President or members.

      Section 5. Secretary
The Secretary shall keep and publish the minutes of all the Society and Executive Committee meetings providing the President with copy of each and maintaining copy in a the Society archives.
The Secretary shall:
1. Provide notice of all meetings in accordance with provisions of these Bylaws;
2. Produce, maintain or supervise issuance of the monthly newsletter of the Society in paper and, if possible, appropriate electronic formats;
3. Be custodian of the official records of the Society, keeping a copy in the Society archives;
4. Conduct the official correspondence of the Society and maintain copies in the Society archives;
5. Maintain a safety deposit box for storage of the Society archives which shall be accessible to at least two of the officers of the Society; and
6. In general, perform all the duties as from time to time may be assigned by the President or by vote of the members.

      Section 6. Treasurer
The Treasurer shall keep financial records, providing a treasurer’s report at each meeting; with a copy for the President and also a copy in the Society archives.
The Treasurer shall:
1. Have charge and custody of, and be responsible for, all funds and securities of the Society;
2. Receive and give receipts for monies due and payable to the Society from any source whatsoever and deposit all monies in the name of the Society in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws;
3. Keep a register of those members who are current in their annual dues payment and for each of those their postal and email (if any) addresses as well as phone numbers for each member, such contact information to be shared with the Secretary of the Society on a regular basis;
4. Issue checks for all duly authorized expenditures, which shall include maintenance of the Society archives and;
5. In general, perform all the duties as from time to time may be assigned by the President or by vote of the members.

      Section 7. Mid-America Orchid Congress Representation
The President-Elect or their designee should attend the semi-annual meetings of the Mid-America Orchid Congress wherever the meetings may be held and subsequently report to the membership. The President-Elect or their designee is hereby empowered to act on behalf of the Society in matters before the Mid-America Orchid Congress. No expenses shall be reimbursed by the Society unless specifically authorized by the membership.

      ARTICLE VI
      Society Management
      Section 1. Composition of the Executive Committee
The Executive Committee shall be composed of the President, President-Elect, Secretary, and Treasurer.
      Section 2. Purpose of Executive Committee
The purpose of the Executive Committee Shall be:
1. To handle routine matters of The Society that have been delegated to the Executive Committee by the membership. Matters requiring the action of the Executive Committee need the concurrence of any three officers.
2. To discuss matters of business that come before the Society and explore options.
3. To bring these matters before the membership in a clear and concise report, presenting the arguments for each alternative in an unbiased manner.
The meetings of the Executive Committee shall be open to the membership. No matter binding on the membership will be decided at the Executive Committee level.

      ARTICLE VII
      Committees
The President may appoint such committees as may be necessary to the proper conduct of the affairs of the Society and may delegate to such committees any of his or her powers.

      ARTICLE VIII
      Financial Contracts
      Section 1. Banking
The membership shall by resolution designate banks, trusts or other depositories in which the Society shall maintain its funds and the person or persons who shall be authorized to withdraw such funds.
      Section 2. Expenditure of Funds
The Executive Committee shall have the responsibility for preparing the annual budget for approval by the membership and the power to authorize the expenditure of funds to carry out the objectives of the Society as expressed in the approved annual budget. All checks, drafts or other orders for payment of money and notes or other evidences of indebtedness issued in the name of the Society shall be signed by the Treasurer or such officer or officers as may from time to time be determined by resolution of the membership.
      Section 3. Contracts
The membership may authorize any officer or officers, agent or agents to enter into any contract or execute any instrument in the name of, and on behalf of the Society when not in violation of these Bylaws. Such authority may be general or confined to specific instances. Unless limited by vote of the membership the President shall have the authority to authorize contracts to implement an annual budget previously approved by vote of the membership
      Section 4. GiftsThe Executive Committee may accept or reject on behalf of the Society any contribution gift, bequest or device for the general purposes, or for any special purposes of the Society.

      ARTICLE IX
      Fiscal year
The fiscal year of The Society shall begin on the first day of April and end on the last day of March of the subsequent calendar year.

      ARTICLE X
      Liability
No officer or member of the Society shall have any personal liability of any nature for any act done or act omitted to be done in good faith under or in connection with the performance of the individual’s responsibilities set forth herein.

      ARTICLE XI
      Books and Records
The Society shall keep correct and complete books and records of account; minutes of the proceedings of the meetings of the members and Executive Committee, a record of the names and addresses of the members entitled to vote, copies of official correspondence in the Society archives. Such records may be converted to electronic format for archival purposes. All such books and records of the Society may be inspected by any member or the member’s agent or attorney for any proper purpose at any reasonable time.

      ARTICLE XII
      Dissolution
A resolution to dissolve the Society must be adopted by a vote of not less than three-fourths (3/4) of the membership of the Society present at a Regular or Annual meeting duly convened pursuant to written notice stating such purpose. Upon adoption of such resolution by the members, the Society shall cease to conduct its affairs except as may be necessary for the cessation thereof and shall immediately cause a notice of the proposed dissolution to be mailed to each of its known creditors and shall proceed to collect its assets and apply and distribute them first to resolve any creditors claims and then to donate the remaining assets in the following manner:
25 % to the Mid-America Regional Orchid Judging Center
25 % to the Mid-America Orchid Congress, and
50 % to the American Orchid Society.

      ARTICLE XIII
      Amendment of Bylaws
Any member may originate a proposal to alter, amend or repeal these Bylaws and adopt new Bylaws. Such proposal shall be presented to the membership present at any Regular or Annual meeting. If the proposal is approved by a majority of the members present, it shall be delivered in person or mailed to all of the membership not less than fifteen (15) nor more than thirty (30) days before the next Regular or Annual meeting of the membership at which time the proposal shall be effective upon approval by a majority of the members present.

Adopted pursuant to the 2 July 1999 By-Laws on this 17th day of September, 2004

Attested to: Maria Baisier, President; Joshua F. Dineen, Secretary

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