MSHS Constitution

Constitution of the
MICHIGAN STATE HORTICULTURAL SOCIETY
Amended 1997

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") are to encourage among the people a greater love for choice fruit and fruit products, to foster greater interest and awareness in Michigan's horticultural possibilities and promote and encourage interest in the efficient and economical culture, handling and marketing of quality horticultural commodities through:

a) encouraging interest in scientific research and education in pomology;

b) provide a forum for reporting horticultural research and public discussions through an Annual Meeting;

c) provide for dissemination of horticultural knowledge through Society publications and meetings;

e) assist in development of mutual understanding among individuals and organizations concerned with the status and development of the state's horticultural industry.

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. Ten 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 director 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. Two 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 Council. The chairman 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 two terms on the BOD, excluding appointment to fulfill any unexpired term. The representative of Past Presidents Council shall serve a one-year term and not more than three consecutive terms. The representative from the Past Presidents Council shall assume office upon election. 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 secretary, an educational coordinator, and a treasurer, who need not be members of the BOD. 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 two 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 two directors shall be elected at-large to provide representation for commodities and/or interests not otherwise represented on the BOD.

The number of BOD positions allocated to each district shall be based upon the number of fruit operations as documented by the Michigan Department of Agriculture's Michigan Rotational Fruit Survey. The allocation of these positions shall be reviewed at a minimum of every 10 years. Individuals nominated from these districts shall in so far as practical, fairly represent the horticultural activities of the district.

Beginning with the election of directors in 1995, BOD positions shall be allocated as follows:

District 1 - 4
District 2 - 3
District 3 - 2
District 4 - 1
At-large - 2

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 and Vice-President. 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 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 in behalf of the Michigan fruit industry and shall be dispersed as directed by the BOD.

Article X

There shall be a Past Presidents Council comprised of all Society past Presidents. The Council shall meet annually during the Society's annual convention and at other times as the Council deems appropriate.

Article XI

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 mailed to members at least ten days prior to such meeting.

Article XII

This constitution shall supersede the previous constitution of this Society.

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