MSHS Bylaws

BYLAWS OF

 

MICHIGAN STATE HORTICULTURAL SOCIETY

 

(Revised January 2024)

 

 

Article I

 

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 in coordination with the Executive Director.  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.

 

 

Article II

 

The BOD shall hold a meeting in-person or electronically a minimum of 4 times each year at a time and place to be designated by the BOD.  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.

 

 

Article III

 

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 an electronic 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.

 

 

Article IV

 

Officers

 

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. This will be supported by the Executive Director.

 

President-elect:  The President-elect shall be a voting member of the BOD. The President-Elect shall also perform other duties as may be prescribed by the BOD or the bylaws or as delegated by the President.

 

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.

 

 

Other Officers

 

Executive Director: The Executive Director 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 to advance stated objectives. The responsibilities shall include:

  • Governance: The Executive Director shall work with the BOD to implement the goals and policies set by the BOD. This will include planning board meetings and keeping the board informed of actions of the Society.
  • Finances: The Executive Director shall manage the Great Lakes Expo as the primary fundraising event of the Society. The Executive Director shall monitor the budget, approved by the BOD, and make plans and recommendations for the use of Society funds to advance stated objectives. The Executive Director shall oversee the Treasurer and the spending of all Society and Trust monies.
  • Leadership: The Executive Director shall provide leadership to the BOD, helping to align actions of the Society with the mission statement. The Executive Director shall build and maintain relationships with stakeholders, both growers and other fruit industry professionals through serving on and interacting through outside committee and board work. Interaction with Michigan State University shall be a high priority to align with the mission of the Trust.
  • Management: The Executive Director shall manage all day-to-day operations of the Society and Trust.

 

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 for approval.  The Treasurer shall make a report at the annual meeting of the Society for approval and shall make available the books, all accounts and vouchers to a finance 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 for approval and shall make available the books and all accounts to a finance 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 Expo committee for developing plans for the Great Lakes Expo educational programs. 

 

Article V

 

Committees

 

Standing Committee:  The Standing Committees of the Society shall be as follows:  Nominations and elections committee; Finance committee; Trust committee; Expo committee; Research committee and Scholarship committee.  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.. The members of the Nominations and Elections committee shall be the members whose terms expire at the end of that year.

 

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 Treasurer.  The finance committee shall consist of four members, appointed annually by the President Add audit committee here.

 

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

 

Expo Committee: The Educational Coordinator shall be responsible for overseeing development of the educational program for the Society's annual meeting with the assistance of the Executive Secretary and in consultation with the BOD. The Expo Committee will be composed of three members appointed annually by the President.

 

Research Committee: The Research committee shall be made up of members of the BOD and be appointed annually by the President. They will be responsible for reviewing all submitted research proposals and making a funding recommendation to the BOD.

 

Scholarship Committee: The Scholarship committee shall be appointed annually by the President. They shall be responsible for reviewing all fruit industry scholarship applications and selecting the awardees each year.

 

 

Article VI

 

Meetings of Members

 

Annual Meeting:  The BOD shall provide for an annual meeting of the Society for the purposes of reviewing operational business of the MSHS regarding finances and constitutional issues. This meeting can be attended by any current member. The annual meeting of the Society shall be held each year at such place and time as shall be fixed by the Board of Directors.

 

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.

 

Article VII

 

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 the treasurer or such 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 as outlined in Article 5.

 

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 shall be the assets, income, and disbursements of the Society, although they are earmarked for the specific use of the integral parts.

 

Article VIII

 

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 Executive Director shall forward accurate minutes to the BOD after each meeting.

 

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.

 

 

Article IX

 

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.

 

 

Article X

 

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.

 

Article XI

 

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.

 

Article XII

 

Update of Bylaws

 

These bylaws should be reviewed and updated by the BOD at a minimum of every five years.

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