MSHS Constitution

CONSTITUTION OF

MICHIGAN STATE HORTICULTURAL SOCIETY

AMENDED 2024

Article I

The name or title by which this organization shall be known in law shall be "Michigan State Horticultural Society".

Article II

The term for which it is organized is perpetual.

Article III

The purpose of the Michigan State Horticultural Society (herein after referred to as the "Society" or "MSHS") is to support the Michigan fruit industry through research and education by focusing on the following:

a)      encouraging interest in scientific research and education in fruit production;

b)      provide a forum for reporting horticultural research, knowledge and public discussions                     through the Great Lakes Expo;

c)      offer leadership in state and national horticultural issues; and

d)      develop and grow partnerships and networking opportunities with other organizations                      that align and support the MSHS mission and work.

Article IV

The Board of Directors (herein after referred to as "BOD") shall prescribe the procedures for application for membership (including payment of dues) and benefits, privileges and duties of membership.  There shall be no limit to the number of Society members.

Article V

There shall be a BOD composed of not more than thirteen voting members who must be Society members.  Seven members of the BOD shall be nominated from the director districts in which they reside and shall be elected by a majority vote of the voting members in attendance at the annual meeting of the Society.  A director who changes residency to another district shall be entitled to complete his/her elected term but may only be re-elected as a director of the new district in which he/she resides.  Five directors shall be elected at-large without regard to geographical location.

Of the thirteen members of the BOD, one director position shall be reserved for a representative of the Past Presidents.  The chair of the Department of Horticulture, Michigan State University, shall be a permanent ex-officio (non-voting) member.

Insofar as practical, approximately one-third of the members of the BOD shall be elected annually, each to serve a three-year term.  Terms of office shall begin at the close of the Annual Business Meeting following the election and end at the close of the Annual Business Meeting three years later.  No individual may serve more than three terms on the BOD, excluding appointment to fulfill any unexpired term.  The representative of Past Presidents shall serve a one-year term immediately following their term as President. The directors shall meet as soon as convenient after election at the Annual Business Meeting and shall elect from their membership a vice-president and shall appoint an executive director, an educational coordinator, and a treasurer, who need not be members of the BOD. If they are not BOD members, they will not have voting rights.  Officers shall take office at such date as shall be designated by the Board.  The BOD shall have the power to prescribe duties for the officers in addition to the duties set forth in the Society bylaws and may remove any officer for just cause and fill any vacancy.

If a vacancy occurs on the BOD for any reason, it shall be filled by vote of the remaining directors until the next election, at which time the Society members shall elect a replacement for the unexpired term.  The newly-elected director may serve three additional terms.

A director may for reasons such as medical incapacity or gross improprieties be judged by the BOD as unsuitable for service to the Society.  The BOD by unanimous vote excluding the director in dispute (who shall not cast a vote), may remove an elected director from service and fill the vacancy according to procedures for filling vacancies.

Article VI

Persons elected to the BOD shall be nominated from director districts in which they reside.  Four director districts are herewith established, designated as districts 1, 2, 3, 4, and shall be defined as the following counties:

District 1 - Southwest:  Allegan, Van Buren, Kalamazoo, Calhoun, Jackson, Berrien, Cass, St. Joseph, Branch, Hillsdale.

District 2 - West Central:  Mason, Oceana, Newaygo, Mecosta, Isabella, Muskegon, Ottawa, Kent, Montcalm, Gratiot, Ionia, Clinton, Shiawassee, Barry, Eaton, Ingham.

District 3 - North:  Emmet, Cheboygan, Presque Isle, Charlevoix, Antrim, Otsego, Montmorency, Alpena, Leelanau, Benzie, Grand Traverse, Kalkaska, Crawford, Oscoda, Alcona, Manistee, Wexford, Missaukee, Roscommon, Ogemaw, Iosco, Lake, Osceola, Clare, Gladwin, Arenac and the Upper Peninsula.

District 4 - East:  Bay, Midland, Saginaw, Huron, Tuscola, Sanilac, Gennesee, Lapeer, St. Clair, Livingston, Oakland, Macomb, Washtenaw, Wayne, Lenawee, Monroe.

In addition, up to five directors shall be elected at-large.

Beginning with the election of directors in 2025, BOD positions shall be allocated as follows:

          District 1 - 2

          District 2 - 2

          District 3 - 2

          District 4 - 1

          At-large – 5

The goal of the BOD districts and at-large positions is to fairly represent both the fruit commodities grown in Michigan and the distribution of fruit farms across the state. The five at-large directors should be nominated to fill gaps in the representation of the district directors. Consideration should be given to the following areas when nominating an at-large director.

• Number of directors representing each commodity
• Number of directors residing in each district
• Representation of fruit specialties (organic, farm marketer, farm size, etc)

Solely to facilitate full implementation of the foregoing election by districts, the Board of Directors shall have authority to set shorter or longer terms of office for directors prior to their election by the active membership so that rotation of the members elected from director districts can be fairly established and maintained. A nominating committee of at least four members, chaired by the Vice-President, shall be appointed annually by the President to nominate individuals for election to the BOD at the Society's annual meeting.  Additional eligible candidates may be nominated for each contested directorship by written petition signed by individuals representing not less than fifteen voting memberships in the district to be represented, provided that the petition is received by the registered office of the Society not less than twenty days prior to the annual meeting.  Nominations from the floor at the time of the annual meeting shall not be permitted.

Article VII

The BOD shall have the power to make bylaws for this Society provided that any such bylaw was proposed at a previous regular meeting of the Board and adopted at a later regular meeting.

Article VIII

The executive committee shall consist of the President, President-elect, Vice-President and Past President, coordinated by the Executive Director.  The executive committee shall have the authority to act on any emergency or routine matters between regular or special meetings of the board.  All actions of the executive committee shall be reported to the board via email and at its next regular or special meeting.

Article IX

The Society shall establish and maintain a separate Trust to receive tax-deductible donations and gifts.  The Trust earnings shall be available to fund research, extension and educational activities on behalf of the Michigan fruit industry and shall be dispersed as directed by the BOD.

Article X

This constitution may be amended at any annual meeting by a two-thirds vote of all voting members present, provided such amendment was presented at the previous annual meeting or is proposed by the BOD and is set forth in detail in the announcement of the current year's annual meeting which shall be emailed to members at least ten days prior to such meeting.

Article XI

This constitution shall supersede the previous constitution of this Society.