Bylaws of the MICHIGAN STATE HORTICULTURAL SOCIETY (Revised)
The President shall preside at all meetings of the Society and of the BOD. The President or any 6 members of the BOD shall have power to call meetings of the Board. The President shall present to the Society, in his annual address, such suggestions and recommendations as may seem appropriate.
The President-elect or Vice-President shall serve in the absence or disability of the President, in the order of their appointment, and shall perform such further duties as shall be prescribed by the President or the BOD.
The BOD shall meet at least four times each year at a time and place to be designated by the President. A majority of the voting board members shall constitute a quorum for transacting business. If less than a quorum is present, no official business shall be transacted.
The vote of a majority of the BOD present shall be necessary for the transaction of any business. Voting rights of a member of the BOD shall not be delegated to another nor exercised by proxy. Action taken by a mail or telephone ballot of the members of the BOD, in which at least a majority of all members of the BOD indicate themselves in agreement, shall constitute a valid action of the board if reported at the next regular meeting.
Elected officers: The elected officers of the Society shall be the President, President-elect (who automatically succeeds in subsequent year to the office of President) and a Vice-President (who succeeds in subsequent year to the office of President-elect and then President).
President: The President shall be the chief executive officer of the Society, a voting member of the BOD and an ex-officio (voting) member of all standing committees, with the exception of the nominations and elections committee. The President shall preside at all business meetings and meetings of the Board and shall perform such other duties and have such other powers as may be prescribed by the BOD. The President shall have the power to appoint individuals to all unfilled officers and shall have the general powers of supervision and management usually vested in the office, subject, however, to the right of the BOD to delegate any specific power(s) to any other officers of the Society.
President-elect: The President-elect shall be a voting member of the BOD, shall serve as chairperson of the annual meeting program committee, and shall serve as liaison to the Council of Past Presidents.
Vice-President: The Vice-President shall be a voting member of the BOD and serve as chairperson of the nominations and elections committee. The Vice-President shall also perform other duties as may be prescribed by the BOD or the bylaws or as delegated by the President.
Executive Secretary: The Executive Secretary shall be appointed by and serve at the discretion of the BOD and shall be responsible directly to the BOD for all operations of the Society, including personnel management. As the Society's chief administrative officer, the Executive Secretary shall serve as publisher, secretary and business manager. The Executive Secretary shall be responsible for: keeping all records of the Society; collecting membership dues, subscriptions, publishing fees, and other accounts; managing the financial and business affairs of the Society, with the aid of and in concert with the President and the BOD; and administering all programs and service functions of the Society in accordance with policy established by the BOD.
Treasurer: The Treasurer shall receive and keep account of all money and vehicles of investment belonging to the Society and Society's Trust, and shall deposit same in such bank as the BOD may approve, shall invest the Society's monies as directed by the BOD or its designated representatives, shall keep a book in which all financial business of the Society and its Trust shall be entered and shall not commingle the Society funds with other funds and shall provide financial reports at the board meetings. The Treasurer shall make a report at the annual meeting of the Society and shall make available the books, all accounts and vouchers to an auditing committee, appointed by the President. The Treasurer shall invest the Society's Trust monies as directed by BOD or the trust committee, shall keep a book in which all financial business of the "Trust" shall be entered and shall not commingle the Trust funds with other funds. The Treasurer shall attend the Trust committee meetings, provide quarterly reports to its members, make a report at the Society's annual meeting of the Trust and shall make available the books and all accounts to an auditing committee appointed by the President.
Educational Coordinator: The Educational Coordinator shall be appointed by and serve at the discretion of the BOD and shall be responsible to the Board and program committee for developing plans for the annual meeting educational programs. The Educational Coordinator shall solicit manuscripts from program participants, edit and prepare same for publishing in Society's Annual Report.
Standing Committee: The Standing Committees of the Society shall be as follows: Nominations and elections committee; Finance committee; Trust committee; Program committee; Auxiliary, Audit committee and Resolutions. Members of each standing committee must be members of the Society; they shall be elected or appointed as hereinafter provided and shall serve from the close of the annual meeting held in the year in which they are elected or appointed until the close of the annual meeting held in the year in which their terms expire, unless otherwise specified by the bylaws.
Nominations and Elections Committee: The Nominations and Elections committee shall be responsible for the nominations of members for the BOD. The committee shall be chaired by the Vice-President with three additional members appointed annually by the President.
Finance Committee: The Finance committee shall have direct responsibility for the formulation of the Society's annual budget and for monitoring expenditure of Society funds in accordance with the budget, in concert with the Executive Secretary. The finance committee shall consist of three members, once appointed by the President each year for a term of three years. The senior appointed member shall succeed automatically to chairperson of the committee for a one-year term at the close of the next annual meeting.
Trust Committee: The Trust committee shall manage investment of monies donated to the Society Trust. It shall consist of three members, one appointed each year by the BOD for a three-year term and a liaison representative from the BOD. Members can serve three consecutive terms. The senior member (in terms of service) shall serve as chairperson.
Program Committee: The Program committee shall be responsible for overseeing development of the educational program for the Society's annual meeting with the assistance of the Educational Coordinator and in consultation with the BOD. Committee members shall be appointed by the President. The President-elect shall be committee chairperson.
Auxiliary: The auxiliary shall consist of any interested member spouse for the purpose of planning activities for those individuals attending the annual meeting and interested in other activities than the educational program.
Audit Committee: The Audit committee shall be responsible for reviewing the Society's financial records and annual financial statements for both the Society and its Trust. Committee members shall be appointed by the President and shall report to the BOD.
Resolutions Committee: The Resolutions committee shall prepare resolutions regarding issues of concern to the horticultural industry for consideration by Society members at the annual meeting. Committee members shall be appointed by the President.
Meetings of Members
Annual Meeting: The BOD shall provide for an annual meeting of the Society for the purposes of hearing research reports, lectures an public discussions on fruit culture, handling and marketing from members and invited guests, and provide for allied industry exhibits and displays and holding the annual business meeting of the Society. The annual meeting of the Society shall be held beginning the first Tuesday after the first Monday in December of each year at such place as shall be fixed by the BOD.
Special Meetings: The BOD may also hold other meetings of the Society during the year, but no business shall be transacted at such meetings unless the purpose shall be set forth in the notice of said meeting, which must be mailed to the members at least 10 days in advance of such meeting.
Dues and Finances
Fiscal year: The fiscal year of the Society shall begin on the first day of July and end on the 30th day of June the following year.
Annual dues: The amount of annual dues for members of the Society and the date when dues are payable shall be determined by the BOD.
Execution of checks, etc.: All checks, drafts, notes, and orders for the payment of money shall be signed by such officers or agents as the BOD from time to time may designate.
Budget: The BOD shall adopt, in advance of the fiscal year, an operating budget covering all the activities of the Society.
Audit: The BOD shall provide for an annual audit/review of the accounts of the Society.
Bonding: The BOD may require any officer or employee of the Society or any member of a committee to be bonded in such amounts and on such terms as the Board may determine.
Integral parts of the Society: The assets, income, and disbursements of integral parts of the Society (such as the Auxiliary) shall be the assets, income, and disbursements of the Society, although they are earmarked for the specific use of the integral parts.
Rules of Procedure
Parliamentary procedure: The rules of procedure of all bodies of the Society shall be governed and conducted according to the latest edition of Robert's Rules of Order, so far as applicable and when not inconsistent with these bylaws. The rules of procedure may be suspended by a majority vote of those present and voting at any meeting.
Minutes of meetings: The presiding officer of each body of the Society shall be responsible for forwarding accurate minutes of all meetings promptly to the Executive Secretary.
Policy manual: There shall be a manual that specifies the operating policies and procedures of the Society and serves as the official reference on all matters of Society operations. The manual may be amended or revised at the discretion of the BOD.
Waiver of notice: Any notice required to be given by these bylaws may be waived by any person entitled thereto.
Dissolution of the Society
Section 1. Distribution of property on dissolution. In the event of dissolution of the Society, its assets shall be applied and distributed as follows:
- a) All just liabilities and obligations of the Society shall be paid, satisfied, and discharged, or adequate provisions shall be made therefor;
b) All other assets shall be transferred or conveyed, pursuant to a plan of distribution adopted by the BOD, to one or more organizations engaged in activities substantially similar to those of the dissolving corporation and declared by the U.S. Internal Revenue Service to be exempt from the payment of federal income tax under section 501(c) (3) of the Internal Revenue Code of 1954 or the corresponding provisions of any subsequent revenue law;
c) If the BOD is unable to ascertain any organization that meets the requirements of the preceding paragraph, then all assets referred to in that paragraph shall be transferred or conveyed, pursuant to a plan of distribution adopted by the BOD, to one or more scientific, educational, religious, or charitable corporations, trusts, community chests, funds, or foundations declared by the U.S. Internal Revenue Service to be exempt from the payment of federal income tax under section 501(c) (3) of the Internal Revenue Code of 1954 or the corresponding provisions of any subsequent revenue law. No employee, director, officer, or any private individual shall be entitled to share in the disposition of any of the corporate assets.
Directors shall not be liable for acts or omissions in good faith except in the event of willful malfeasance. A Society member volunteering to serve as a director of the Society shall be provided liability protection as incorporated in the Michigan State Horticultural Society Articles of Incorporation.
Section 1. Indemnification: Indemnification of Society members serving the Society's BOD shall be as specified in the Society's 118th Annual Report and listed as Article X - Indemnification, pages 192-194.
Amendment of Bylaws
These bylaws may be altered, amended or repealed at any annual business meeting by a majority vote of the Society members present and voting, providing notice of such proposed amendment is included in the call for said meeting.