BYLAWS OF
THE PRAIRIE STATE ORCHID SOCIETY
ARTICLE I
Name
The name of the organization is the Prairie State Orchid
Society hereinafter referred to as the 'Society'.
ARTICLE II
Purpose
The Society is a cultural not-for-profit organization the
purpose of which is to:
1. Exchange information and educate its membership and the
general public in all aspects of orchid cultural and
breeding information;
2. Offer opportunities for the members and the public to
become more aware of orchids and their culture through
publicity, shows, exhibits and tours;
3. Support and augment locally the objectives of the
AMERICAN ORCHID SOCIETY and the MID-AMERICA ORCHID
CONGRESS.
ARTICLE III
Membership and Dues
Section 1. Membership
Membership shall be open to all persons who are interested
in furthering the purposes of the Society as stated in
Article II.
Each member shall agree to abide by the Bylaws of the
Society. Membership classes, privileges, and restrictions
may, from time to time, be established by the current
membership.
Membership is activated upon payment of dues for the
current fiscal year of the Society unless the person
seeking membership has been previously expelled and the
stipulation in Section 3 below has not been met.
A member consists of any person who is over the age of 15.
Only members over the age of 18 can vote.
All members are urged but not required to join the AMERICAN
ORCHID SOCIETY.
Section 2 Dues
The annual dues shall be in such amount as shall be
determined by the membership. Annual renewal of membership
corresponds to the Society's fiscal year. Dues shall not be
refundable upon resignation or expulsion.
Section 3. Resignation or Expulsion of Members
Members shall have the right to resign from the Society or
from an office of the Society at any time. Any member may
be expelled by a majority of the membership of the Society
present at any Regular or Annual meeting. Expulsion is
permanent unless rescinded by a majority of all the Society
Members.
Section 4. Action on Behalf of the Society
No member may perform any act in the name of the Society
without prior consent of the President or a majority vote
of the membership present at any Regular or Annual meeting.
ARTICLE IV
Meetings
Section 1. Annual Meeting
The Annual meeting of the Society shall be held within the
first month after the close of the fiscal year for the
purpose of reporting the activities of the year, holding
biannual elections and installing new officers, as well as,
the transaction of such other business as may come before
the meeting. Due notice shall be given to the membership of
the Annual meeting date, time and place by oral, written or
electronic means or by mail.
Section 2. Regular Meetings
The Society shall usually hold Regular meetings or events
open and available to the membership on at least a monthly
basis. The President shall specify the day, time and place
of Regular meetings unless superceded by a vote of the
membership present at a Regular or Annual meeting. Due
notice of Regular meetings shall be given to the
membership.
Section 3 Quorum
A quorum at any duly called meeting of the Society will be
the number of members in attendance, except where otherwise
provided herein.
Section 4. Voting
Voting on any question or in any election may be by voice
unless the presiding officer shall order, or upon a request
that is seconded by two members present (i.e., three
members must request), that the voting be by roll call or
by ballot.
Section 8. Majority Vote
A majority vote shall control in all maters or decisions
except where otherwise provided herein.
ARTICLE V
Officers
Section 1. Number
The officers of the Society shall consist of a President,
President-Elect, Secretary, and Treasurer.
Section 2. Election and Term of Office
The Officers of the Society shall be elected biannually by
the membership at the Annual meeting. The officers shall
hold office for two years or until a successor has been
duly elected or appointed to fill a vacancy.. Appointments
to fill a vacancy may be made by the President but must be
ratified by vote of the majority of the membership at the
next (Regular or Annual) meeting. No officer may hold more
than one such office at a time regardless of the source of
election or appointment. The President and President-Elect
cannot directly succeed themselves unless no other member
is willing to stand for election, but the Secretary and the
Treasurer can be reelected indefinitely
Section 3. President
The President shall be the principal executive officer of
the Society and shall in general supervise and control all
the business of the Society within limitations set forth
within these Bylaws or by the membership.
The President shall:
1. When present preside at all meetings of the Society;
2. Along with any appropriate officer or member of the
Society, sign any deeds, contract, or other instruments
which the members authorize to be executed except in cases
where the signing and execution shall be expressly
delegated by the membership or by these Bylaws to some
other officer or agent of the Society, or unless required
by law to be otherwise signed or executed;
3. Be responsible for presenting an annual report at the
Annual meeting.
4. Perform all duties incident to the office of the
President and such other duties as may be prescribed from
time to time by the membership; and
5. Serve as an ex officio member of all committees.
Section 4. President - Elect
In the absence of the President or in the event of the
President?s inability or refusal to act, the
President-Elect shall perform the duties of the President
and, when so acting, shall have all the powers of, and be
subject to all the restrictions, upon the President.
The President-Elect shall:
1. Be automatically elevated to President at the end of the
previously elected President?s term office, however:
a) In the event of the President?s resignation, removal or
expulsion the President-Elect shall be immediately elevated
to the Presidency and remain as President through the next
term of office as originally elected;
b) In the event of the President-Elect?s resignation,
removal or expulsion before elevation to the Presidency
pursuant to (1)(a) above, the succession to the Presidency
shall pass to the Secretary and Treasurer in that order and
a new President and President-Elect will be elected at the
next annual meeting.
2. Be responsible for all Regular meeting programs;
3. Serve as the Representative for the Society to the
American Orchid Society and the Mid-America Orchid
Congress.
4. Serve as an ex officio member of all committees: and
5. Perform all the duties as from time to time may be
assigned by the President or members.
Section 5. Secretary
The Secretary shall keep and publish the minutes of all the
Society and Executive Committee meetings providing the
President with copy of each and maintaining copy in a the
Society archives.
The Secretary shall:
1. Provide notice of all meetings in accordance with
provisions of these Bylaws;
2. Produce, maintain or supervise issuance of the monthly
newsletter of the Society in paper and, if possible,
appropriate electronic formats;
3. Be custodian of the official records of the Society,
keeping a copy in the Society archives;
4. Conduct the official correspondence of the Society and
maintain copies in the Society archives;
5. Maintain a safety deposit box for storage of the Society
archives which shall be accessible to at least two of the
officers of the Society; and
6. In general, perform all the duties as from time to time
may be assigned by the President or by vote of the members.
Section 6. Treasurer
The Treasurer shall keep financial records, providing a
treasurer?s report at each meeting; with a copy for the
President and also a copy in the Society archives.
The Treasurer shall:
1. Have charge and custody of, and be responsible for, all
funds and securities of the Society;
2. Receive and give receipts for monies due and payable to
the Society from any source whatsoever and deposit all
monies in the name of the Society in such banks, trust
companies, or other depositories as shall be selected in
accordance with the provisions of these Bylaws;
3. Keep a register of those members who are current in
their annual dues payment and for each of those their
postal and email (if any) addresses as well as phone
numbers for each member, such contact information to be
shared with the Secretary of the Society on a regular
basis;
4. Issue checks for all duly authorized expenditures, which
shall include maintenance of the Society archives and;
5. In general, perform all the duties as from time to time
may be assigned by the President or by vote of the members.
Section 7. Mid-America Orchid Congress Representation
The President-Elect or their designee should attend the
semi-annual meetings of the Mid-America Orchid Congress
wherever the meetings may be held and subsequently report
to the membership. The President-Elect or their designee is
hereby empowered to act on behalf of the Society in matters
before the Mid-America Orchid Congress. No expenses shall
be reimbursed by the Society unless specifically authorized
by the membership.
ARTICLE VI
Society Management
Section 1. Composition of the Executive Committee
The Executive Committee shall be composed of the President,
President-Elect, Secretary, and Treasurer.
Section 2. Purpose of Executive Committee
The purpose of the Executive Committee Shall be:
1. To handle routine matters of The Society that have been
delegated to the Executive Committee by the membership.
Matters requiring the action of the Executive Committee
need the concurrence of any three officers.
2. To discuss matters of business that come before the
Society and explore options.
3. To bring these matters before the membership in a clear
and concise report, presenting the arguments for each
alternative in an unbiased manner.
The meetings of the Executive Committee shall be open to
the membership. No matter binding on the membership will be
decided at the Executive Committee level.
ARTICLE VII
Committees
The President may appoint such committees as may be
necessary to the proper conduct of the affairs of the
Society and may delegate to such committees any of his or
her powers.
ARTICLE VIII
Financial Contracts
Section 1. Banking
The membership shall by resolution designate banks, trusts
or other depositories in which the Society shall maintain
its funds and the person or persons who shall be authorized
to withdraw such funds.
Section 2. Expenditure of Funds
The Executive Committee shall have the responsibility for
preparing the annual budget for approval by the membership
and the power to authorize the expenditure of funds to
carry out the objectives of the Society as expressed in the
approved annual budget. All checks, drafts or other orders
for payment of money and notes or other evidences of
indebtedness issued in the name of the Society shall be
signed by the Treasurer or such officer or officers as may
from time to time be determined by resolution of the
membership.
Section 3. Contracts
The membership may authorize any officer or officers, agent
or agents to enter into any contract or execute any
instrument in the name of, and on behalf of the Society
when not in violation of these Bylaws. Such authority may
be general or confined to specific instances. Unless
limited by vote of the membership the President shall have
the authority to authorize contracts to implement an annual
budget previously approved by vote of the membership
Section 4. GiftsThe Executive Committee may accept or
reject on behalf of the Society any contribution gift,
bequest or device for the general purposes, or for any
special purposes of the Society.
ARTICLE IX
Fiscal year
The fiscal year of The Society shall begin on the first day
of April and end on the last day of March of the subsequent
calendar year.
ARTICLE X
Liability
No officer or member of the Society shall have any personal
liability of any nature for any act done or act omitted to
be done in good faith under or in connection with the
performance of the individual?s responsibilities set forth
herein.
ARTICLE XI
Books and Records
The Society shall keep correct and complete books and
records of account; minutes of the proceedings of the
meetings of the members and Executive Committee, a record
of the names and addresses of the members entitled to vote,
copies of official correspondence in the Society archives.
Such records may be converted to electronic format for
archival purposes. All such books and records of the
Society may be inspected by any member or the member?s
agent or attorney for any proper purpose at any reasonable
time.
ARTICLE XII
Dissolution
A resolution to dissolve the Society must be adopted by a
vote of not less than three-fourths (3/4) of the membership
of the Society present at a Regular or Annual meeting duly
convened pursuant to written notice stating such purpose.
Upon adoption of such resolution by the members, the
Society shall cease to conduct its affairs except as may be
necessary for the cessation thereof and shall immediately
cause a notice of the proposed dissolution to be mailed to
each of its known creditors and shall proceed to collect
its assets and apply and distribute them first to resolve
any creditors claims and then to donate the remaining
assets in the following manner:
25 % to the Mid-America Regional Orchid Judging Center
25 % to the Mid-America Orchid Congress, and
50 % to the American Orchid Society.
ARTICLE XIII
Amendment of Bylaws
Any member may originate a proposal to alter, amend or
repeal these Bylaws and adopt new Bylaws. Such proposal
shall be presented to the membership present at any Regular
or Annual meeting. If the proposal is approved by a
majority of the members present, it shall be delivered in
person or mailed to all of the membership not less than
fifteen (15) nor more than thirty (30) days before the next
Regular or Annual meeting of the membership at which time
the proposal shall be effective upon approval by a majority
of the members present.
Adopted pursuant to the 2 July 1999 By-Laws on this 17th
day of September, 2004
Attested to: Maria Baisier, President; Joshua F. Dineen,
Secretary