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1. OBJECTIVE
1.1 The Holly Society of America (here-in-after designated as The Society), a New Jersey not for profit corporation, is established to collect, promote, and disseminate knowledge concerning the genus Ilex (holly). The Society shall at all times operate within the confines and meaning of Section 501 (c) (3) of the Internal Revenue Code.
2. SEAL
2.1 The seal of The Society shall be inscribed with the name of The Society, the jurisdiction, and date of incorporation.
2.2 The safe keeping of the corporate seal shall be the responsibility of the President.
3. SOCIETY OFFICES
3.1 An official office shall be maintained in the State of New Jersey.
3.2 A registered agent, a resident of the State of New Jersey, whose mailing address is coincidental with the office, shall be appointed by the Board of Trustees and serve at their pleasure.
4. OFFICERS
4.1 The elected officers of The Society shall be the President, Executive Vice-President, and Administrative Vice-President.
4.2 The officers of The Society shall be elected by The Society members in good standing. Election shall require an affirmative vote of a simple majority of the votes cast by ballot or proxy.
4.3 All officers of The Society shall be elected for a term of two years.
4.4 No officer may be nominated or elected to serve consecutive terms. The Executive Committee, by majority vote, may waive this limitation should an unforeseen circumstance arise.
4.5 The Board of Trustees may appoint agents as it deems necessary, such as, Secretary, Treasurer, Editor, and Computer Specialist, to pursue objectives consistent with Article One and not provided for elsewhere in these bylaws. The Secretary and Treasurer are appointed officers of the Society.
4.6 Any agent appointed by the Board of Trustees may be removed at any time by an affirmative vote of the majority of the Trustees.
5. TRUSTEES
5.1 The Board of Trustees of The Society shall consist of nine members in good standing, the Immediate Past President, the Elected Officers, and the Secretary and Treasurer.
5.2 The Trustees shall be nominated by a nominating committee appointed by the President, and shall be elected by The Society members in good standing. Election shall require a simple majority of the votes cast by ballot or proxy.
5.3 The term of office for the elected Trustees shall be three years and shall not exceed a single term. A Trustee may not be re-elected or reappointed as a Trustee until a period of one year has elapsed.
5.4 The Board of Trustees shall meet two times each calendar year. One meeting shall be held concurrent with, or immediately prior to, the annual membership meeting. The second meeting shall be held approximately seven months following. All meetings of the Board of Trustees shall be held at such times and places mutually agreeable to the majority of the Trustees.
5.5 Special meetings of the Board of Trustees may be called by the President or the Secretary upon the written request of a majority of the Trustees. Such requests must state the purpose and agenda for the proposed meeting. All members of the Board of Trustees must be in receipt of notification in writing at least seven days in advance of the called meeting.
5.6 Subject material discussed or acted upon at special meetings shall be limited to the published agenda.
5.7 At all meetings of the Board of Trustees, the presence of a simple majority shall constitute a quorum.
6. POWERS AND DUTIES
6.1 The President shall be the chief executive officer of The Society and shall preside at all meetings, and have general and active management of all business of The Society. He shall see that all orders of the Board of Trustees are carried into effect, subject to the right of the Trustees to delegate any powers, except those exclusively conferred on the President by the bylaws or other statutes. He shall affix the seal as directed by the Board of Trustees and shall have the general powers usually vested in the office of President of a corporation.
6.2 The Executive Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. He shall have the final responsibility for arranging, coordinating, and developing programs, including all ancillary details for all meetings; but may delegate the responsibility for the development of meeting details to members or chapters located in the meeting area.
6.3 The Administrative Vice-President shall, in the event of the absence or disability of the President and the Executive Vice-President, assume the duties and exercise the powers of the President. He shall be responsible for the activities of all committees. He shall recommend personnel for appointment to the committees, oversee the generation of committee progress reports, and insure that copies are transmitted to the Secretary and the Editor. He shall keep current with committee progress and report to the Board of Trustees on the same.
6.4 The Secretary shall attend all meetings of the Board of Trustees and the general membership and shall act as clerk thereof; record all votes and the minutes of all meetings and proceedings; and maintain permanent written records which become and shall remain the property of The Society. The Secretary shall be responsible for the general correspondence of The Society and shall give, or cause to be given, notice of all meetings to the Board of Trustees and the general membership.
6.5 The Secretary shall be responsible for the safekeeping of all The Society records, including electronic data, and shall immediately surrender the same to the Board of Trustees upon vacating the office.
6.6 The Treasurer shall have custody of the corporate funds and securities. The Treasurer shall deposit all funds received by The Society in institutions approved by the Board of Trustees, and shall disburse funds only on the direction of the Board of Trustees and upon the receipt of the proper vouchers and/or invoices.
6.7 All funds not required for day to day operations or contingencies shall be invested by the Treasurer in interest bearing instruments or institutions as selected by the Investment Committee with subsequent approval by the Board of Trustees.
6.8 The Treasurer shall keep accurate and current records, provide an accounting of all transactions for each semi-annual meeting of the Board of Trustees or upon their request, and prepare an annual budget to be submitted at the beginning of each fiscal year. All records, vouchers, monies, securities, and other property, including electronic data and records kept by the Treasurer, are the property of The Society. In the event the Treasurer leaves office, said records shall be surrendered to the Board of Trustees upon vacating the office.
6.9 All records, vouchers, monies, securities, electronic records, correspondence, etc. pertaining to the financial affairs of The Society shall be made available for inspection by any Trustee; however, financial records shall not be removed from the Treasurer’s safekeeping unless so directed by written notice from the Board of Trustees.
6.10 The Treasurer and the Investment Committee shall serve under bond and in an amount established by the Board of Trustees at no cost to them, and in keeping with the bond have and exercise fiduciary responsibility for all financial matters of The Society.
7. VACANCIES
7.1 In the event that the office/offices of any Officer, or Trustee, excepting that of the President, shall be come vacant, the Trustees remaining may appoint a successor/successors by an affirmative vote of a majority of the Board of Trustees, although not a quorum. The successor/s shall hold office for the unexpired term of the vacant office/s.
7.2 In the event the office of President is vacated, or the President is unable to serve for any reason, the Executive Vice-President shall immediately assume the powers and duties of the vacated office for the remainder of the unexpired term or until the President is capable of assuming his required duties.
8. EXECUTIVE COMMITTEE
8.1 The President, Vice-Presidents, Secretary, Treasurer, and Immediate Past President shall constitute the Executive Committee and shall have the power to act on all matters between meetings of the Board of Trustees, except those financially obligating The Society, or disbursing unapproved funds.
8.2 Expenditures or financial obligations may be made by the Executive Committee between the regular meetings of the Board of Trustees only by acquiring written approval of the majority of the Board of Trustees.
9. COMMITTEES
9.1 There shall be two classes of committees, Standing and Special.
9.2 The President shall appoint the chairmen for each of the Standing Committees, and they shall serve at his pleasure.
9.3 Additional members of the Standing Committees shall be selected by the Administrative Vice-President with the advice and counsel of the President.
9.4 There shall be no statutory limits to the term lengths of Standing Committee members.
9.5 Special Committee chairmen and members shall be appointed by the President. They shall serve at his pleasure, or until their objective is reached and/or a report is submitted and accepted. At this point the Special Committee is automatically dissolved.
9.6 All Committee records, materials, reports, and electronic data shall remain the property of The Society, and shall be surrendered to the Board of Trustees upon completion of the objectives and/or the dissolution of the Committee.
9.7 In the event that the material/s or information contained therein is obtained at the private expense of the Committee or its members, the material/s may be retained by the supplier/s, but the information remains the property of The Society and a complete copy shall be furnished to The Society upon its request at its expense.
10. MEMBERSHIP
10.1 Membership in The Society shall be open to all persons regardless of race, creed, or place of residence.
10.2 There shall be four classes of membership:
1.
Regular
2.
Commercial/Institutional
3.
Life
4. Honorary
10.3 The Board of Trustees shall establish the dues schedule and may establish membership subclasses.
11. VOTING RIGHTS
11.1 The privilege of voice and vote shall be reserved to members in good standing.
11.2 Each membership in any class, either single or joint, being in good standing, shall be eligible to cast one vote either by ballot or proxy on all matters coming before the general membership.
11.3 In order to maintain “good standing” status as a member, the dues of the membership shall not be in arrears more than six months after the start of the fiscal year.
12. FISCAL YEAR
12.1 The financial functions of The Society shall be conducted on a fiscal year basis. The year shall begin on the first day of April and end on the last day in March
.
13. FINANCIAL DISTRIBUTIONS
13.1 No part of the net income of The Society shall inure to the benefit of, or be distributable to its members, Board of Trustees, officers or other private parties; except that The Society shall be authorized to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in Article One hereof.
13.2 Except as specified in Article Sixteen of these bylaws, The Society shall not participate or intervene in propagandizing, political campaigns for public office, or exerting influence on legislation, or provide financial assistance for any group or institution engaged in the above.
14. CHAPTERS
14.1 Upon a written request of five or more persons, one or more being a member in good standing, a Chapter may be authorized by the Board of Trustees.
14.2 The Chapter may be organized on a geographical, occupational, or specialty basis and the petitioners must include a Chapter Title in the petition.
14.3 Any authorized Chapter must operate under the provisions set forth in Articles One, Thirteen, and Fourteen herein.
14.5 An annual report and a current list of Chapter Officers and members shall be forwarded to the Society Secretary and Editor at the end of each calendar year.
14.6 The Board of Trustees of The Society shall have the power to establish additional requirements, or amend existing requirements for the continuance of Chapter status. All such amendments and/or additions shall be applicable to all authorized Chapters.
15. AMENDMENTS
15.1 Additions to, alterations, or elimination of any of The Articles contained herein may be made only by an affirmative written ballot or proxy cast by a simple majority of members in good standing returning the amendment ballot. All members in good standing must be notified in writing of the proposed amendments and allowed not less than sixty days to respond.
15.2 In the event any article/s or parts thereof contained herein is/are declared illegal by a lawful authority, the said illegal proviso shall be considered as severed from the document. All remaining parts shall continue in force unless altered or eliminated as stated in Article 15.1.
16. DISSOLUTION
16.1 Upon dissolution of The Society, the Board of Trustees shall, after paying or making provisions for payment of all liabilities of the corporation, dispose of all assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations operating exclusively for educational or scientific purposes who shall at the time qualify as an exempt organization/s under Section 501 (c) (3) of the internal revenue code of 1954, or the corresponding provision of any future United States Internal Revenue Law, as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is located, exclusively for such purposes or to such organization/s, as such court shall determine, which are organized and operated for such purposes.
17. PARLIAMENTARY PROCEDURE
17.1 Unless otherwise specifically stated in these bylaws, all meetings and functions shall be governed by parliamentary procedure as set down under the title Robert’s Rules of Order.
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