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BYLAWS Adopted February 15, 2003 I. NAME The name of
this organization is the Southeast Chapter American
Bamboo Society, Inc. II. PURPOSE The purpose
of the Chapter shall be to promote knowledge of and interest in the
plants of the Tribe Bambusaceae, Family Poaceae (syn. Graminae): to
present educational programs about bamboo, including meetings, classes
and publications; to encourage the growth and propagation of bamboo by
botanical gardens; to aid in the importation and quarantine of bamboo
according to USDA guidelines; to provide support facilities where
records, books, publications and other pertinent information will be
made accessible to the Chapter's members and to the general public; to
engage in and encourage such projects and research as may further the
best interests of the community and the objectives of the Chapter; to
co-operate with other organizations, foundations and institutions in
the furtherance of its objectives and interest in the knowledge of
bamboo. Said Chapter
is organized exclusively for charitable, educational and scientific
purposes, the making of distributions to organizations that qualify as
exempt organizations under Section 501(c)(3) of the Internal Revenue
Code, or the corresponding section of any future tax code. Notwithstanding
any other provision of these articles, the Chapter shall not carry on
any other activities not permitted to be carried on (a) by a group
exempt from federal income tax under section 501(c)(3) of the Internal
Revenue Code, or the corresponding section of any future federal tax
code or (b) by a group, contributions to which are deductible under
Section 170(c)(2) of the Internal Revenue Code or the corresponding
section of any future code. III. MEMBERSHIP 3.1 MEMBERS Active
membership shall be open to anyone who has a genuine interest in bamboo
and subscribes to the purposes and policies of this Chapter.
Memberships shall not be restricted on the basis of race, religion, sex
or national origin. Membership classifications shall be determined by
the Board of Directors. All applications for membership shall be
submitted to the Membership Chairperson and accompanied by dues. 3.2 RIGHTS Memberships
are non-transferable. Each member is entitled to one vote and shall be
entitled to examine Chapter records and attend meetings of the Board of
Directors, but without voting rights on the Board. 3.3 ATTACHMENT Members are
not subject to attachment. 3.4 TERMINATION IV. DIRECTORS 4.1 BOARD OF DIRECTORS The Southeast
Chapter of the American Bamboo Society shall be governed by an elected
Board of Directors composed of seven or more members who shall be in
good standing for a minimum of one (1) year and whose primary Chapter
is the Southeast Chapter of the American Bamboo Society. Duly elected
Officers are automatically members of the Board of Directors. 4.2 POWERS AND DUTIES The Board of
Directors shall have the following duties: to nominate officers
annually from the membership; to establish policies, bylaws and goals;
to direct business, educational and social affairs of the Chapter; to
authorize expenditures of funds; to establish such standing and
temporary committees as it deems necessary to ensure the proper
functioning of the Chapter. 4.3 DELEGATION OF AUTHORITY The Board of
Directors may grant authority to designated officers to take action on
certain matters without the approval of the Board of Directors. 4.4 MEETINGS 4.5 TELEPHONE MEETINGS The Board of
Directors is authorized to conduct all meetings by telephone conference
calls, the Internet or other remote or electronic means. 4.6 QUORUM A majority of
directors constitute a quorum. 4.7 ABSENCES 4.8 VACANCIES 4.9 REMOVAL Directors and
alternates shall be subject to removal from the Board for just cause by
a two-thirds (2/3) vote of the Board. 4.10 AUDIT The Directors
shall appoint an Auditing Committee who shall audit the Treasurer's
accounts at the end of the Treasurer's term/change or at the demand of
the Board of Directors. V. MEMBERSHIP MEETINGS 5.1 REGULAR MEETINGS Regular
meeting of the Chapter shall be held at dates set by the Board of
Directors with notice sent to the membership prior to the scheduled
meeting date. 5.2 ANNUAL BUSINESS MEETING The regular
meeting to be held annually shall be known as the Annual Business
Meeting and shall be for the purpose of installing new officers and
other new business that may arise. This meeting shall be held every
February, at a specific date, time and place to be announced by the
Board of Directors and/or announced in the preceding quarterly
newsletter. Such notice will serve as the required annual meeting
notice to the membership. 5.3 QUORUM AND MEMBER VOTING A quorum for
the membership shall consist of 10% of the current listed general
membership; a quorum for voting on a mail ballot sent by the Board of
Directors shall be the total number of returns of said ballots within
the specified time limit (posted on that ballot) from the general
membership. E-mail ballots will be considered the same as mail ballots.
Members can vote in person, by mail or e-mail and can appoint a proxy
to cast their ballot. Each membership is entitled to one vote; couples
can divide their vote 1/2 vote to each party. VI. ELECTIONS 6.1 NOMINATIONS A nominating
committee of no less than two (2) members shall be appointed by the
Board of Directors. It shall be the duty of the Nominating Committee to
nominate candidates for the vacant Board positions to be filled.
Nominations must have nominees consent. 6.2 ELECTIONS AND TERMS Directors
shall serve for a tern of three (3) years. Terms shall be staggered.
The existing Directors shall draw lots to determine who shall initially
run for election and who shall sever one (1) or two(2) years at a three
(3), two (2), two (2) ratio. Two (2) alternate Directors may be
elected/appointed if deemed necessary by the Board of Directors.
Alternates shall serve three (3) year(s). Elections will be held at the
annual meeting. Terms will start at the conclusion of the annual
meeting. Voting can be in person or proxy and ballots can be cast by
mail, email, telephone, other electronic or remote means, or in person
at the annual meeting. VII. GENERAL 7.1 PARLIAMENTARY AUTHORITY 7.2 FISCAL YEAR 7.3 AMENDMENTS These
Bylaws may be amended by the general membership. Voting can be in
person or proxy and ballots can be cast by mail, email, telephone,
other electronic or remote means, or in person at any meeting called
for that purpose. 7.4 DISTRIBUTION OF INCOME AND ASSETS No part
of the gross receipts or income shall be distributed to any member of
officer, except in the form of reimbursement for expenditures made on
behalf of the organization. All the Chapter's funds shall be utilized
for the furtherance of its purposes and upon its dissolution a
determination shall be made by the Directors or members of the
distribution of any remaining assets, which assets shall be distributed
solely to non-profit organizations recognized under provisions of 505
(c)(3) of the Internal Revenue Code as the governing law, or the
corresponding section of any future tax code. |
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© 2002 Southeast
Chapter American Bamboo Society, Inc.
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