F I N A L    D R A F T

Puget Sound Gesneriad Society

Constitution and By-Laws

Established in the year 1973

National Chapter Affiliation June 27, 1974

ARTICLE I.  NAME

Section 1.  This organization shall be known as the Puget Sound Gesneriad Society, hereinafter referred to as the Chapter and is affiliated with The Gesneriad Society, Inc.

ARTICLE II.  PURPOSE  

Section 1.  The purpose of this organization shall be to afford a convenient and beneficial association of persons interested in gesneriads; to stimulate an interest in, gather and exchange information about identification, correct nomenclature and culture of gesneriads.

ARTICLE III.  MEMBERSHIP

Section 1.  Any person interested in gesneriads and the purpose of this Chapter shall be eligible for membership.

Section 2.  There shall be no exclusion of membership in this society.  This shall not be limited by sex, race, age, creed, religion, color, national origin, disability, sexual orientation or marital status.

Section 3.  The Executive Board may revoke the membership of anyone who engages in public conduct which reflects unfavorably on the chapter.  The offending member shall be given ten days written notice to appear before the Board at its next regularly scheduled meeting.  Failure to appear shall not affect the action of the Board, which shall be final.  Voting shall be by ballot and a two-thirds majority shall be required for revocation.  Any such action taken by the Board shall appear in the minutes of the Board meeting.

Section 4.  Honorary memberships must be conferred by a two-thirds vote of the membership, and will be entitled to a vote at regular meetings of the Chapter.

ARTICLE IV.  DUES

        Section 1.  Annual membership dues shall be determined by the vote of the membership. 

        Section 2.  Dues are payable at the May meeting and become delinquent August 31st.  Members joining in mid-year will have their dues pro-rated.  Members whose dues have not been paid by the time the club roster is compiled for the yearbook will not be listed.

ARTICLE V.  OFFICERS – TERMS of OFFICE

        Section 1.  The elected officers of this Chapter shall consist of a President, Vice President, Secretary and Treasurer, who shall serve for a term of one year.  The President, Vice President and Secretary shall serve not more than two consecutive terms in the same office.  The President of the chapter and at least one of the other officers listed above must be members in good standing of The Gesneriad Society.  

Also elected will be three directors who will serve for a term of three years each, with one Director to be elected each year.  Directors will not succeed themselves.

        Section 2.  The President shall call for a Nominating Committee of three members at the general meeting in March.  The Nominating Committee shall present a slate of officers to the membership at the April meeting, and election of officers shall be held at that meeting.  Officers will be installed and take office at the June meeting.  Nominations may be made from the floor prior to election, provided permission has been obtained from the nominee.  Voting will be by ballot if there is more than one candidate for an office.

Section 3.  Vacancies in office shall be filled by the President with the approval of the Executive Board.

ARTICLE VI.  EXECUTIVE BOARD

        Section 1.  The Executive Board shall consist of the elected officers, the immediate past president, and the three elected Directors, each of whom is entitled to one vote at meetings of the Executive Board.

        Section 2.  The Executive Board shall be the administrative and executive body of this Chapter, and shall make such regulations as necessary for the good of the Chapter.

        Section 3.  Members of the Chapter who are not members of the Executive Board may attend and take part in the discussions at such meeting, but will not be entitled to vote.

        Section 4.  The President shall hold a minimum of one (1) Executive Board meeting per year.  Special meetings may be called at the request of the members.  Five (5) members of the Executive Board will be considered a quorum.

ARTICLE VII.  DUTIES OF THE OFFICERS

        Section 1.  President – The President shall preside at all regular meetings and meetings of the Executive Board and appoint all committee chairs.  Will act as an ex-officio member of all committees except the Nominating Committee.  The President shall assume such other duties as may be necessary in the interests of the Chapter.

        Section 2.  Vice President – The Vice President shall, in the absence of the President, will perform the duties of that office, shall act as Program Chair and shall perform such other duties as may be requested by the Chapter.

        Section 3.  Secretary – The Secretary shall keep a record of the proceedings of all meetings of the Chapter and of the Executive Board, and shall conduct meetings in the absence of both the President and Vice President.  The Secretary shall handle all correspondence in connection with the Chapter’s business.

        Section 4.  Treasurer – The Treasurer shall receive and disburse all funds of the Chapter, keep an accurate record of same and make regular reports at Chapter and Executive Board meetings.  All bills in excess of $ 100.00 shall be approved by the President or the Executive Board.  Treasurer’s records shall be audited annually or before being turned over to the incoming Treasurer.  Treasurer shall serve as point of contact with the Secretary of State, submitting reports as required.

ARTICLE VIII.  MEETINGS

        Section 1.  Monthly meetings will be held in member’s homes, September through June, as determined by the general membership.

        Section 2.  Special meetings of the Chapter may be called by the President, or may be called on written request of five (5) members.

        Section 3.  Twenty percent (20%) of the membership will be considered a quorum for a regular Chapter meeting.  

ARTICLE IX.  STANDING COMMITTEES

        The President or the Executive Board shall appoint the chairs of all standing committees. The President will from time to time appoint such other special committee chairs as is deemed necessary for the successful operation of the Chapter.

All standing committee chairs shall be appointed for a one-year period.

1. Show Chair will be in charge of any show or exhibit planned by the chapter.

2. Ways and Means Chair shall have charge of the sale of plants and supplies at all general meetings; shall turn over all sale monies to the Treasurer.

3. Membership Chair shall have charge of all matters pertaining to securing new members and retaining current members; shall supply the Newsletter Editor with an up-to-date mailing list as needed; shall collect dues and turn them over to the Treasurer and shall maintain a roster of the membership.

4. The Publication Chair shall publish the Chapter newsletter, “Gesneriad Soundings” for the months of September through June.  The Publication Chair shall be the editor of the newsletter.

5. Library Chair shall have charge of the Society’s library, being responsible for its operation, maintenance, improvement and promotion.

6. Telephone Chair shall call to remind members of the meeting and to gather a tally of who will be in attendance and report such to the host.  The Telephone Chair will also notify members of changes to regularly scheduled meetings.  

7. PNJC Representative shall represent the Society at Pacific Northwest Judges Council meetings and report back to the Society.

8. Sunshine Chair shall be responsible for sending get well wishes to those who are ill and/or are otherwise unable to attend meetings.

ARTICLE X.  FUNDS        and DISSOLUTION

        Section 1.  Neither the Executive Board nor anyone delegated by them, nor any of the officers, shall incur any debt or liability in the name of the Chapter beyond the available funds in the hands of the Treasurer, excluding monies or securities held for specific purposes.

        Section 2.  As this club is organized and operated substantially for pleasure, recreation, education and other non-profit purposes, no part of the net earnings will inure to the benefit of any member.

        Section 3.  DISSOLUTION:  In the event of the dissolution of this non-profit corporation, the Executive Board or a Court of competent jurisdiction shall, after paying or making provisions for payment of all liabilities and obligations of the Society, distribute the assets of the Society to an organization or organizations that are organized and operated exclusively for purposes of botanical research, such organization to be chosen by the members; unless a voluntary organization is to be established, in which case the assets of the chapter shall be deposited in a bank to the account of the voluntary organization to be retained by them for their future use as a non-profit organization.

ARTICLE XI.  AMENDMENTS        

        Section 1.  These bylaws may be amended or revised as follows:

                  a.  All changes must be approved by the Executive Board before consideration by the membership

                  b.  The proposed amendment(s) shall be published with the next issue of the chapter newsletter

                  c.  A vote on each amendment shall be taken at the second general meeting held after publication of the proposed amendment(s).  A two-thirds majority of members voting shall be required to validate an amendment

                  d.  Voting by email will be an accepted practice provided that:

1. The document to be voted on is detailed
2. The email from the member who is voting must reflect the members email address and is returned to the Secretary within forty eight hours of the original email

ARTICLE XII.  PARLIAMENTARY AUTHORITY        

        Section 1.  The rules contained in Robert’s Rules of Order, Newly Revised, shall govern conduct of the meetings in all cases to which they are applicable and not inconsistent with the by-laws of this Chapter.