BYLAWS AND CONSTITUTION
The Northwestern Chapter
North American Rock Garden Society
(Adopted August 30, 1988; amended May 2, 1995, March 10, 2005, May 14, 2009, May 13, 2010, and January 13, 2011)
ARTICLE I - NAME
The name of the Society shall be The Northwestern Chapter of the North American Rock Garden Society.
ARTICLE II - PURPOSE
The purpose of the Society shall be to encourage, study and/or promote:
The cultivation, conservation and knowledge of alpine/rock garden plants, their value, habits and geographical distribution.
Interest in good design and construction of rock gardens.
Meetings and exhibitions.
Plant exploration and introduction of new species and forms.
Study of history and literature on the subject.
Exchanges of experience and knowledge between members and groups.
ARTICLE III - MEMBERSHIP
SECTION 1. Membership is open to any person who supports the aims and purposes of the Northwestern Chapter. No person shall be denied membership because of race, religion, age, sex, sexual preference or handicap.
SECTION 2. Categories of membership shall be Regular and Honorary.
SECTION 3. Individuals who have given long and dedicated service to the Chapter may be awarded Honorary Chapter Membership.
SECTION 4. Members of the Northwestern Chapter are strongly urged to belong to the North American Rock Garden Society in order to support and receive the Society?s many benefits.
ARTICLE IV - CHAPTER YEAR
The fiscal year shall be July 1 to June 30. Officer, Director and Committee duties begin July 1.
ARTICLE V - DUES AND FEES
SECTION 1. National Dues are those as established by the Board of Directors of the North American Rock Garden Society.
SECTION 2. Payment of annual Northwestern Chapter fees entitles members to voting privileges in the Chapter, receipt of the Chapter Newsletters and meeting announcements and to participation in all Chapter activities.
SECTION 3. Fees are to be paid to the Northwestern Chapter Treasurer at a time and in an amount to be determined by the Board. New members who have joined and paid fees after April 1, or February 1 for persons recruited at the annual Flower and Garden Show, will be credited with payment of fees through the following Chapter year.
SECTION 4. Chapter fees shall be waived for Honorary Members for their lifetime. Honorary Members shall have all the rights and privileges of membership in the Northwestern Chapter.
ARTICLE VI OFFICERS AND DIRECTORS
SECTION 1. The officers shall consist of President, Vice President, Corresponding Secretary, Recording Secretary, and Treasurer. Election of officers shall be held at the Chapter Annual Meeting. All Officers must be members in good standing in the Northwestern Chapter and in the North American Rock Garden Society.
SECTION 2. The President shall serve for a term of one year and may be elected for a second term of one year, but not for more than two years consecutively. All other officers shall be elected to serve one year and may serve more than two consecutive terms.
SECTION 3. There shall be six (6) Directors, with staggered terms, in office each year. Each year, two Directors shall be elected at the Chapter Annual Meeting for terms of 3 years each. Directors may not serve two full terms consecutively. All Directors must be members in good standing in the Northwestern Chapter and in the North American Rock Garden Society.
ARTICLE VII ADMINISTRATIVE COMMITTEE AND THE BOARD
SECTION 1- THE ADMINISTRATIVE COMMITTEE
1-A. The Administrative Committee shall consist of the President, Vice President, Corresponding Secretary, Recording Secretary, Treasurer and one current Director appointed by the President. This appointed Director shall also act as Chairman of the Board and shall preside at all meetings of the Board.
1-B. The Administrative Committee shall implement the policies, affairs and finances of the Chapter. It shall refer matters of general policy to the Board.
1-C. The Administrative Committee shall approve the handling, by the Treasurer, of any of the Chapter's excess funds that are not needed for the prudent operation of the Chapter.
1-D. Commitments for activities requiring major involvement by members may be presented by the Administrative Committee to the membership for approval.
1-E. The Administrative Committee shall appoint an independent auditor to examine the accounts of the Treasurer as may be prudent and when a new treasurer is elected.
1-F. The Administrative Committee shall choose and arrange for the venue for the membership meetings.
1-G. Voting may be conducted by mail and/or e-mail on a single, minor issue when a meeting cannot be arranged on short notice.
SECTION 2- THE BOARD
2-A. The general policies of the Chapter, except for those matters requiring a vote of the membership, shall be established by the Board.
2-B. Voting members of the Board shall consist of the Officers and six (6) Directors. The Director appointed by the President to serve on the Administrative Committee shall act as Chairman of the Board.
2-C. The Board shall meet at such times as may be deemed advisable by the President, Administrative Committee, Chairman of the Board or at the request of any three members of the Board.
2-D. All expenditures for the normal running of the Chapter shall be presented to the Board for approval. All recommendations to expend funds other than those designated as necessary to the normal running of the Chapter shall be presented in writing to the Administrative Committee for consideration before being presented to the Board for approval. Commitments for costs for individual items in excess of the total annual Chapter fees collected during the previous year may be presented to the membership for approval.
2-E. The Board shall fill any vacancy that may occur, between elections, among Officers or Directors of the Chapter. The Board may replace by majority vote, any Officer or Director who misses three consecutive Board meetings. Replacement members shall complete the terms of the Officer or Director being replaced and shall have the voting privileges of the office.
2-F. The Board is charged with processing the nominations for Honorary Membership. Members may submit nominations for Honorary Membership to the Board. Honorary Membership shall be awarded only in exceptional cases.
2-G. Voting may be conducted by mail and/or e-mail on a single, minor issue when a meeting cannot be arranged on short notice.
ARTICLE VIII - DUTIES OF OFFICERS AND DIRECTORS
SECTION 1. The duties of the PRESIDENT shall be to:
1-A. Preside at all membership meetings and at any meetings of the Administrative Committee; to set the agenda for the meetings of the membership and Administrative Committee; to call special meetings at his/her discretion.
1-B. Appoint all Chairmen of committees (and committee members, as appropriate) for all required positions. This should be done in time to have the names printed in the Yearbook. Each Committee Chairman shall be given a copy of the list of committee responsibilities and shall acknowledge an understanding of what is expected.
1-C. Appoint one Director to serve on the Administrative Committee, to act as Chairman of the Board, set the agenda for Board Meetings and to preside at all meetings of the Board. This appointee must be currently serving as a Director. This appointment shall be for one year and can be renewed yearly until the expiration of the Director?s term.
1-D. Appoint Advisors for special projects or programs as appropriate. The position should be reviewed yearly but Advisors may serve for the same term for which the President was elected. Advisors may attend all Board meetings and functions of the Board and may participate in all actions pertaining to Northwestern Chapter business in an advisory capacity, but shall not vote. This appointment may continue at the discretion of an incoming President.
1-E. Begin each year with a meeting of the Board.
1-F. Encourage special activities for the healthful growth and maintenance of the Northwestern Chapter.
1-G. Make sure that the Chapter Archivist receives all appropriate information.
1-H. Keep in communication with the National Officers. Send a report of Chapter activities to the NARGS Executive Secretary at the end of the Chapter year. Attend the Annual Meeting of the North American Rock Garden Society. The President may appoint a substitute representative to the NARGS Annual Meeting but must follow NARGS instructions to ensure voting privileges for the representative.
1-I. Serve as Registered Agent, in the State of Washington, for The Northwestern Chapter of NARGS as it pertains to the Articles of Incorporation as a Nonprofit Corporation. He/She shall understand that as agent for the Corporation, it will be his/her responsibility to receive Service of Process in the name of the Corporation (The Northwestern Chapter); to forward all mail to the Corporation; and to immediately notify the Office of the Secretary of State when he/she is no longer President or of any changes in the Registered Office address of the Corporation. The Registered Agent must be a resident of the State of Washington. The term as Registered Agent will be only while serving as President.
SECTION 2. The duties of the VICE PRESIDENT shall be to:
2-A. Perform the duties of the President in his/her absence.
2-B. Plan programs and secure speakers for all Regular Meetings and the Annual Banquet and arrange for any program expenses.
2-C. Introduce speakers and then thank each one at the conclusion of their program before turning the meeting back to the President.
2-D. Find a place for the Annual Picnic.
2-E. Notify Recording Secretary and/or Newsletter Editor, in good time, of whatever information is to be sent out on the meeting notices whether it is by Card or Newsletter.
SECTION 3. The duties of the CORRESPONDING SECRETARY shall be to:
3-A. Write letters as required by the Administrative Committee and the Board.
3-B. Send cards to members who are ill or on the occasion of any unusual event.
3-C. Make sure the Yearbooks are distributed at the first Regular Meeting after they are ready. Mail out unclaimed Yearbooks.
3-D. Send Welcome information and a Yearbook to new Chapter members and Chapter information to new members of the North American Rock Garden Society from Washington listed in the NARGS Bulletin.
3-E. Organize a telephone committee and an e-mail contact list for use if and when it is necessary to cancel a meeting, to make last minute changes in the time or place of an outing or to communicate other similar messages if the need arises.
SECTION 4. The duties of the RECORDING SECRETARY shall be to:
4-A. Keep the Minutes of all Regular, Annual, Special, electronic, and Administrative Committee meetings. Distribute copies of the Minutes to members of the Board, appropriate Committee Chairs, Advisors and Archivist as soon as possible after a meeting. Keep a copy of all minutes in the Recording Secretary?s Workbook.
4-B. At the end of the Chapter year compile a summary of items voted on at meetings of the Board and of the Administrative Committee and the results of the votes. These lists should be distributed to members of the Board and to the Archivist, and a copy should be kept in the Workbook.
4-C. Make sure notices of meetings, field trips and other events are prepared and mailed on time (by Post card, Newsletter or e-mail).
4-D. Fill out various forms as required by the Administrative Committee and the Board except for those forms that involve the duties of the Treasurer.
4-E. When amendments to the Bylaws have been approved by the Board mail and/or e-mail a written notice of the upcoming vote on the amendment(s) to the voting membership at least thirty (30) days prior to the meeting where the vote will be taken.
SECTION 5. The duties of the TREASURER shall be to:
5-A. Accept all monies, keep all accounts. Request a report of anticipated expenses from Officers and Committee Chairs before preparing a budget. Prepare an annual statement of income and expenses for the past year to be reported at the first Board Meeting of the year. Prepare a statement of anticipated income and expenses to be presented for approval at the first Board Meeting of the year; receive and disburse funds as approved by the Board, Administrative Committee or Chapter membership.
5-B. Fill out and submit all forms that may, from time to time, be required by any bank or government agency, if such forms involve the finances of the Chapter.
5-C. Find safe programs for investing surplus funds which are not needed for the prudent operation of the Chapter and submit to the Administrative Committee for approval.
5-D. See that the Corresponding Secretary and the committee responsible for the membership lists receive listings for new members and renewing members.
SECTION 6. Each Officer shall pass on his/her official records to his/her successor or to the President. These records should be updated for the use of the successors. Pertinent information should also be sent to the Archivist.
SECTION 7. The Directors shall perform all duties that may be necessary for the welfare of the Chapter and present ideas which might develop the Chapter?s goal of education and promote a better understanding of the Chapter?s Purpose.
ARTICLE IX COMMITTEES AND ADVISORS
SECTION 1. COMMITTEES
1-A. Committees may be appointed by the President to the extent that such committees are deemed desirable. Committees and Committee Chairs shall be reconfirmed annually by the President.
1-B. Customary chair appointments may be but are not limited to: Archives, Awards, Chapter Web Coordinator, Field Trips, Garden Tours, Librarian, Membership Database, Name Tags, Newsletter, Nominating, Plant and Seed Sales, Public Relations, Refreshments, Show & Tell, Study Weekend/Annual Meeting, Technical Services, and Yearbook.
1-C. Each Committee Chairman shall receive from the President a copy of a list of committee responsibilities and shall acknowledge an understanding of what is expected.
1-D. Each Committee, before taking any action in the name of or binding upon the Northwestern Chapter, shall report its proposed action to the Administrative Committee and receive its approval thereof in advance.
1-E. Each Committee Chairman shall pass on his/her official committee records to his/her successor or to the President. These records should be updated for the use of the successors.
SECTION 2. ADVISORS
The President may appoint Advisors for special projects or programs as appropriate. The position shall be reviewed yearly but Advisors may serve for the same term for which the President was elected. Advisors may attend all Board meetings and functions of the Board and may participate in all actions pertaining to the Northwestern Chapter business in an advisory capacity. This appointment may continue at the discretion of an incoming President.
SECTION 3. Committee Chairs and Advisors are encouraged to participate in meetings of the Board but shall not vote.
ARTICLE X - MEETINGS
SECTION 1. Regular meetings of the membership shall consist only of pertinent committee reports, essential announcements and the program of the day. Regular meetings are open to the public.
SECTION 2. The Annual Meeting of the Chapter for the purpose of conducting business and the election of Officers and Directors shall be held during May of each year in conjunction with the Regular monthly meeting at a place designated by the Administrative Committee.
SECTION 3. Special meetings of the Chapter membership may be called by the Board, President, or upon written request to the Recording Secretary of twenty-five (25) members of the Chapter, such request to set forth the reason(s) for calling the meeting. The Board shall determine the time and location of such meeting and notify the membership at least fifteen (15) days prior to such meeting.
SECTION 4. The Administrative Committee and the Board shall meet as necessary to conduct the business of the Chapter. Committee Chairs and Advisors are invited to attend but shall not have voting privileges. Announcements of these meetings shall be published in the Newsletters or meeting notices when possible. These meetings shall be open to any member in good standing who wishes to attend.
SECTION 5. Officers and Directors who are unable to attend a scheduled meeting of the Board shall so advise the Recording Secretary prior to the meeting.
SECTION 6. Only members in good standing shall be entitled to vote at meetings of the Chapter where a vote of the membership is required or requested. At Regular, Annual and Special membership meetings a quorum shall consist of those voting members in attendance. At any meeting of the Administrative Committee a quorum shall consist of a simple majority of the voting Administrative Committee members. At any meeting of the Board a quorum shall consist of a simple majority of the voting Board members.
ARTICLE XI - ELECTIONS
SECTION 1. The President shall appoint a Nominating Committee Chairman, who will select at least two (2) other members to serve on the Committee.
SECTION 2. The Nominating Committee shall nominate, from the membership, one or more candidates for each office and two (2) Directors.
SECTION 3. All Officers and Directors must be members in good standing in the Northwestern Chapter and in the North American Rock Garden Society. Any member accepting nomination shall be informed as to the duties of the office as outlined in the Bylaws, and shall acknowledge understanding of them and shall follow them to the best of his/her ability. In all cases, no nomination may be made without the prior consent of the proposed nominee.
SECTION 4. Candidates for each office shall be proposed at the April membership meeting. Nominations may also be made from the floor at the April or May meetings by any member present provided the nominees qualify under SECTION 3.
SECTION 5. The elections shall be held at the Annual Meeting in May in conjunction with the regular May meeting. Installation shall be at the June meeting.
SECTION 6. The terms of newly elected Officers and Directors shall be from July 1st through June 30th.
ARTICLE XII - AMENDMENTS
SECTION 1. Northwestern Chapter members in good standing may propose Bylaw amendments to the Board. The President may then appoint a Bylaws Committee to consider the proposed change(s). After review, the Committee shall present its recommendations to the Board for approval.
SECTION 2. After approval by the Board the Bylaws Committee shall present the proposed amendments to the membership for approval. The Bylaws may be amended at an Annual Meeting or any Regular Meeting of the Chapter, provided that written notice of the proposed vote on amendment(s) has been mailed and/or e-mailed by the Recording Secretary to the voting membership at least thirty (30) days prior to the meeting.
SECTION 3. If a Bylaw amendment requires an amendment to the Articles of Incorporation a revised copy of the Articles must be sent to the Washington Secretary of State for approval.
ARTICLE XIII - RULES OF ORDER
Robert's Rules of Order Revised, when not in conflict with these Bylaws, shall govern the proceedings of the Chapter.
ARTICLE XIV - DISSOLUTION
Upon the dissolution of the corporation, the Board shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for the charitable, educational or scientific purposes as shall at the time qualify as an exempt organization or organizations 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 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 then located, exclusively for such purposes or to such organization or organizations, as such court shall determine, which are organized and operated for such purposes.
Submitted by Bylaws Committee.
Alice Lauber, Chair
Adopted August 30, 1988