ARKANSAS NATIVE PLANT SOCIETY BYLAWS
Complete Revision Approved May 5, 2012
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Article I – NAME AND BACKGROUND INFORMATION
Article II – OBJECTIVES
Article III – MEMBERSHIP AND MEETINGS
Section 1. Membership and Dues
Section 2. Meetings
Section 3. Quorum
Section 4. Right to Vote
Article IV – EXECUTIVE BOARD AND MEETINGS
Section 1. Membership and Dues
Section 2. Meetings
Section 3. Quorum
Section 4. Right to Vote
Article V – OFFICERS
Section 1. Positions and Responsibilities
a) President
b) President Elect
c) Vice President
d) Secretary
e) Treasurer
f) Editor
g) Web Master
h) Memorial Awards Officer
i) Membership Officer
Section 2. Term of Office
Section 3. Office Tenure
Section 4. Vacancies
Section 5. Elections
Section 6. Records of Office
Article VI – EXECUTIVE COMMITTEES
Article VII – FINANCE
Section 1. Fiscal Year
Section 2. Annual Budget
Section 3. Income from Dues
Section 4. Income from Other Sources Including Contributions
Section 5. Expenditure
Section 6. Solicited Grants
Section 7. Audits
Article VIII – PROCEDURAL GUIDELINES
Article IX – MEMORIAL AWARDS OF THE SOCIETY
Article X – CHAPTERS
Section 1. Application
Section 2. Formation
Section 3. Activities and Society’s Oversight
Section 4. Business Dealings
Section 5. Suspension and Dissolution
Article XI – AMENDMENT AND REVISION
Article XII – DISSOLUTION
Attachment – Memorial Awards of the Arkansas Native Plant Society
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ARKANSAS NATIVE PLANT SOCIETY BYLAWS
Complete Revision Approved May 5, 2012
Article I – NAME AND BACKGROUND INFORMATION
The Arkansas Native Plant Society (Society), a non-profit corporation, was formally organized September 20, 1980 in Mena, Arkansas. The “Regular Meetings” of the Executive Board (Board) and General Membership (Membership) occur in the Spring and Fall each year over a weekend. Field trips are held the same weekends and throughout the year. The Society’s newsletter Claytonia is published six weeks in advance of the Spring and Fall Meetings. The Society maintains a website, http://www.anps.org, which includes a posting of Claytonia and these Bylaws.
Article II – OBJECTIVES
The Society promotes 1) the preservation, conservation, study, and enjoyment of the native plants of Arkansas, 2) the education of the public regarding the value of native plants and their habitats, and 3) the publication of related information.
Article III – MEMBERSHIP AND MEETINGS
Section 1. Membership and Dues
Membership is open to any person interested in the native plants of Arkansas, upon their application and payment of dues. It is the Member’s responsibility to keep the Membership Officer advised of changes to their address, etc.
Membership Classes with annual dues are: Student ($10), Individual ($15), Supporting ($20), Family ($25), and Contributing ($30). Membership Classes with dues paid for a Lifetime are: “54 and Younger” ($300) and “55 and Older” ($150).
Annual dues are paid for a Fiscal Year and are due by the Spring meeting. Family Membership is for two adults and children under 18. A general reminder regarding annual dues will be in each Claytonia and on the website.
Section 2. Meetings
The Membership meets during one weekend in the Spring and Fall. The date, time, and location of upcoming Membership Meetings are noted in Claytonia and on the Society’s website.
Section 3. Quorum
The Members attending the Membership Meetings constitute a quorum for the transaction of business. Every act or decision by a majority of the Members present at a Membership Meeting will be a valid act of the Membership.
Section 4. Right to Vote
Members in all Membership Classes are entitled to one vote except each adult of a Family Membership is entitled to a vote. Absentee or proxy votes are not allowed.
Article IV – EXECUTIVE BOARD AND MEETINGS
Section 1. Membership
The Board consists of the Immediate Past President and the Officers of the Society. The Immediate Past President serves as an advisor to the President and heads the Nominating Committee for electing new officers. Responsibilities of Officers are described in Article V. The Board handles the Society’s business and makes recommendations to the Membership at Membership Meetings and conducts essential business during other times.
Section 2. Meetings
Regular Meetings of the Board are held the same weekend as the Spring and Fall Membership Meetings. Special Board Meetings may be called by the President or, in his/her absence or inability, by the President Elect. All Members of the Board are to be notified of the date, time, location, and agenda for any meeting at least two weeks in advance. Online Meetings may be held to conduct essential business arising between Regular Meetings.
Section 3. Quorum
The presence of six of ten Board Members at a Board Meeting constitutes a quorum for the transaction of business. Every act or decision by a majority of the Officers present at a Board Meeting, at which a quorum is present, will be a valid act of the Board.
Section 4. Right to Vote
Each Board Member is entitled to one vote on any motion before the Board. Absentee or proxy votes are not allowed.
Article V – OFFICERS
Section 1. Positions and Responsibilities
a) President
The President oversees the work of the Society. The President presides at Regular Meetings of the Board and Membership. The President prepares the agenda for Regular Meetings of the Board and Membership.
b) President Elect
The President Elect is in training for President and performs duties of President in the President’s absence. This Officer is responsible for the planning of the Spring and Fall Meetings. He/she selects the meeting site, identifies field trip leaders and locations, and arranges for evening programs.
c) Vice President
The Vice President is in training for President Elect and performs duties of the President Elect in the President Elect’s absence. The Vice President publicizes the Society’s activities, such as conservation efforts and approved grants. At Membership Meetings, this Officer is in charge of registration and field trip rosters.
d) Secretary
The Secretary prepares and maintains the minutes of Regular Meetings of the Board and Membership and records the results of Online Meetings. The Secretary records the Society’s work and accomplishments. He/she maintains a record of the Officers’ Terms of Office (Section 2 below) and Tenure (Section 3 below).
e) Treasurer
The Treasurer is the custodian of the funds of the Society. The Treasurer receives, deposits, and disburses funds. He/she prepares the Annual Budget (Article VII, Section 2). This Officer prepares a Treasurer’s Report in advance of the Spring and Fall Meetings and as otherwise requested by the Board. The Treasurer prepares an end-of-year report to close out each Fiscal Year (Article VII, Section 1). The Treasurer responds to audits requested by the Board (Article VII, Section 7).
f) Editor
The Editor prepares and distributes Claytonia, the Society‘s newsletter.
g) Web Master
The Web Master maintains and updates the Society’s website, http://www.anps.org.
h) Memorial Awards Officer
The Memorial Awards Officer organizes and directs the search for recipients of the Society’s Memorial Awards (Article IX) through a Memorial Awards Committee. This Officer receives and reviews applications and provides the Committee’s recommendations to the Board and Membership for approval.
i) Membership Officer
The Membership Officer maintains a record of Members, including Membership Class, contact information, and dues paid. This Officer reports on the Society’s Membership statistics at Regular Meetings of the Board. He/she prepares and distributes the Directory.
Section 2. Term of Office
The term of office for the President, President Elect, and Vice President is one year. At the end of the year, the President Elect replaces the President, and the Vice President replaces the President Elect. The other six Officers are elected for two years. The Officers newly elected at Fall meetings begin a transition period at that time and become fully operational at the beginning of the new calendar year. A person appointed to fill a vacant position (Section 4 below) may continue in that office past the original end-of-term of the vacating Officer, if elected by the Membership to a new term.
Section 3. Office Tenure
The Members serving as Secretary, Treasurer, Editor, Web Master, Memorial Awards Officer, and Membership Officer may be elected to a second two-year term for the same position with tenure in the same position to not exceed four years. However, any person appointed to a vacant position (Section 4 below) may be subsequently elected to two full terms, without any required break in service. Any Officer serving for five years, regardless of positions, may not be appointed or elected to another position for at least a full year.
Section 4. Vacancies
When the position of President becomes vacant due to resignation or other cause, the President Elect assumes that position. Likewise, should the President Elect position become vacant, the Vice President assumes that position. A vacancy at Vice President or the other six Officer positions will be filled by the Board by appointment within 15 days of the position becoming vacant, except should a vacancy occur within 30 days of the next Regular Meeting, then a Board nominee must be voted on by Membership at that next Meeting. Should the position of the Past President become vacant, the position will remain vacant until filled at the end of the President’s term.
Section 5. Elections
The term of office (Section 2 above) and the tenure (Section 3 above) of Officers are reviewed at the Spring Board Meeting along with existing or expected vacancies. The results of this review are reported to the Membership at the Spring Meeting to seek nominations for or self-interest in available positions. Names of nominees (including incumbents, if any) are provided in the Fall Claytonia and presented to the Membership at the Fall Meeting for vote.
Section 6. Records of Office
Each Officer maintains the records of his/her office. Any Officer, upon the expiration of his/her term or the termination of his/her duties for any cause, must deliver up-to-date and organized records of the Office to his/her successor along with appropriate Procedural Guidelines (Article VIII).
Article VI – EXECUTIVE COMMITTEES
Committees may be created by the Board to address specific issues. Committee Members may be from the Membership, the Board, or non-Society people, as appropriate. The process used by the Committee to address assigned issue(s) is chosen by the Committee. Progress and results are reported to the Board. As appropriate, results of a Committee’s work will be presented to the Membership. Committees are disbanded by the Board.
Article VII – FINANCE
Section 1. Fiscal Year
The Fiscal Year begins January 1 and ends December 31 of the same year.
Section 2. Annual Budget
The Budget for the upcoming Fiscal Year is prepared by the Treasurer in coordination with and for acceptance by the Board. The Annual Budget accepted by the Board is presented to Membership for approval at the Fall Meeting.
Section 3. Income from Dues
The $10-dues for Student Memberships and $15 of the dues paid for the other Membership Classes are recorded to the Society’s “Operating Fund.” The remaining amounts, if any, are deposited to “Memorial Awards Fund.” All dues are received by the Membership Officer and forwarded to the Treasurer along with documentation.
Section 4. Income from Other Sources Including Contributions
Funds from the Fall Plant Auction and contributions are deposited to the Memorial Awards Fund. Meeting registration fees and funds from Society promotions, such as shirt and book sales, are deposited to the Operating Fund. Funds from other sources are deposited in the Fund specified by the Board. All funds are forwarded to the Treasurer along with documentation.
Section 5. Expenditure
Funds are spent as authorized by the Annual Budget or the Executive Board. Expenditures for Memorial Awards (Article IX) and Solicited Grants (Section 6 below) are by specific Board and Membership approval and are from the Memorial Awards Fund. Should the balance in the Operating or Memorial Awards Fund be insufficient to cover expenditures approved by the Board and Membership, the Treasurer may shift funds from one fund to the other with notification to the Board at that time and to the Membership at the next Regular Meeting.
Section 6. Solicited Grants
Solicited Grants are one-time grants to an entity which has approached the Board for funds for a project consistent with the Objectives of the Society. If accepted by the Board, the Board recommends approval to the Membership. The amount of a grant may not exceed 25% of the total funds in the Society’s accounts at the time of approval.
Section 7. Audits
An audit of the records of the current Treasurer may be made at any time, at the discretion of the Board, after a two-week notice to the Treasurer.
Article VIII – PROCEDURAL GUIDELINES
Procedural Guidelines are developed by the Officers to document the means and methods by which they fulfill their responsibilities under these Bylaws. Similarly, the Board develops Guidelines for the Board to ensure proper operations by the Society.
Article IX – MEMORIAL AWARDS OF THE SOCIETY
The Memorial Awards of the Society are: 1) Dwight Moore Award, 2) Aileen McWilliam Award, 3) Delzie Demaree Research Award, and 4) Carl Amason Conservation Award. Descriptions of these Awards are provided in the Attachment.
Article X – CHAPTERS
Section 1. Application
Members may, upon approval of the Board, form a chapter. After Society members in an area determine sufficient interest exists for a chapter, they may send an application letter to the Board for preliminary approval. The letter must include the names of at least eight Society members for the chapter, the purpose of the chapter, coverage area, and a chapter name.
Section 2. Formation
Within sixty days of receipt of the Board’s preliminary approval, the proposed chapter must hold an organizing meeting(s) to draft bylaws and identify officers. The draft bylaws are provided to the Board. The Board responds within 30 days of receipt.
Section 3. Activities and Society’s Oversight
A chapter is authorized to undertake activities or projects that are consistent with the Objectives of the Society. Activities that could cause conflict with the Society’s Bylaws are to be reviewed by the Board before such activities are undertaken.
Section 4. Business Dealings
A chapter may adopt its own membership rosters, procedural guidelines, and financial controls. Business dealings may not conflict with the Society Bylaws. Chapter membership must be open to any person interested in the native plants of Arkansas, upon their application to the chapter and payment of chapter dues. Chapter dues are in addition to those of the Society.
Section 5. Suspension and Dissolution
Should the Board find a chapter to be in violation of Society Bylaws, the Board may suspend its approval of the chapter, but only after written notice allows time for the situation to be remedied. Should a chapter decide to dissolve itself, such dissolution will be effective upon the receipt of written notice by the Board. Upon dissolution of a chapter, any remaining assets of the chapter are to be transferred to the Society.
Article XI – AMENDMENT AND REVISION
Any Member may report a perceived conflict between the actions of the Society and the Bylaws to the Board. The Board will review all such reports and determine the need for and timing of a Bylaw Amendment or Revision. Proposed Amendments or Revisions will be published with the Claytonia for Membership review and vote at the next Regular Meeting. Approval by Membership requires an affirmative vote of two-thirds of those present.
Article XII – DISSOLUTION
Upon pending dissolution of the Society, all remaining assets are to be distributed for educational or scientific purposes to an allied non-profit organization(s). The Board will designate the organization(s) to receive the Society’s assets.
ATTACHMENT – MEMORIAL AWARDS OF THE ARKANSAS NATIVE PLANT SOCIETY
The Memorial Awards listed below are capped at $1,000 per person per calendar year.
DWIGHT MOORE AWARD: This award honors Dwight Moore, long-time Arkansas botanist; Professor of Botany for more than 40 years at the University of Arkansas Fayetteville, UA Monticello, and Arkansas Tech; Chairman of the Department of Botany, UAF, 1926-1950; and author of Arkansas Forestry Commission’s publication Trees of Arkansas. In his long and fruitful career, Dr. Moore taught and inspired several generations of college botany students throughout our State. This award is given for outstanding achievement in either research or publication relating to Arkansas botany.
AILEEN McWILLIAM AWARD: This award honors Aileen McWilliam, Arkansas’s Outstanding Biology Teacher of 1965, member of the Arkansas Natural Heritage Commission, noted author, promoter of the founding of the Society, and one of the State’s most knowledgeable and ardent naturalists. This award is given to promising students of Arkansas botany.
DELZIE DEMAREE RESEARCH AWARD: This award honors Delzie Demaree, Arkansas botanist and plant taxonomist and one of the twentieth century’s most prolific and effective plant collectors, renowned to the world botanical community for his extensive collections of North American vascular plants. This award provides research funds to deserving students of Arkansas botany.
CARL AMASON CONSERVATION AWARD: This award honors a man whose life reflected the best aspirations of the Arkansas Native Plant Society’s Membership. With unfailing energy and high spirits, Carl led field trips, shared plants, and wrote numerous articles and accounts for Claytonia. He was a charter member, a past president, and our auctioneer. His efforts on behalf of the Society earned him universal acknowledgment as a most beloved and successful ambassador for the conservation and preservation of nature. This award recognizes individuals whose personal efforts help all of us to conserve and enjoy nature’s gifts.
