ARTICLE I: NAME
The name of this association is the Blue Ridge Area Daylily Society, Inc., abbreviated and referred to as BRADS.
ARTICLE II: PURPOSE
BRADS is a non-profit organization whose purpose is to promote, encourage and foster the development and improvement of the genus Hemerocallis and public interest therein, by all suitable and appropriate means.
BRADS is organized exclusively for educational purposes. These purposes are expressly limited so that BRADS qualifies as an exempt organization under Section 501(c)(a) of the IRS Code, or corresponding section of any future tax code.
ARTICLE III: MEMBERS
Membership in the Blue Ridge Area Daylily Society, Inc. shall not be limited as to number. Members whose current dues are paid are eligible to vote. In family memberships, only the adult members will be voting members.
ARTICLE IV: ELECTION OF OFFICERS
1. (a) The President shall appoint a Nominating Committee.
(b) The Nominating Committee shall consist of three members and two alternates. The committee shall present the slate of officers to the voting membership by letter thirty days before the annual meeting.
(c) At the annual meeting, nominations may be made from the floor. No member’s name shall be placed in nomination without that person’s consent to serve if elected.
2. The election shall be by voice vote and absentee ballot unless there are other nominations from the floor, in which case the election shall be by ballot. The majority shall prevail. The installation of officers shall be held at the annual meeting.
3. The term of office shall be for one year beginning at the adjournment of the annual meeting. No officer shall serve more than two years in succession except at the discretion of the Executive Board.
4. Should any vacancy occur, the new officer should be elected by the Executive Board, except in the case of the Office of President, which shall be filled by the first Vice President.
ARTICLE V: DUTIES OF OFFICERS
- The President shall preside at all meetings of the Society and its Executive Board and shall appoint Chairs for all standing committees and any special committee, including a Process Monitor Committee. The President shall be an ex officio member of all committees except the Nominating Committee and the Process Monitor Committee and shall submit a written annual report.
ARTICLE V: DUTIES OF OFFICERS (Continued)
- The Vice Presidents, in their order, in absence of the President, shall perform the duties of that office. Each shall submit an annual report in writing. The First Vice President shall serve as Chair of the Membership Committee and Program Committee. The Second Vice President shall serve as Chair of Plants for Members and Fund Raising Committee.
- The Recording Secretary shall maintain a roster of the Society’s membership and shall record the proceedings of both the regular and Executive Board meetings. The Recording Secretary shall file with the minutes of the annual meeting, a copy of each annual report submitted by officers and committee Chairs. The Recording Secretary shall ensure that appropriate records and documents are passed on to the newly elected officers at the annual meeting.
- The Recording Secretary shall conduct such correspondence as may be required for the Society by the President, Executive Board, or by a vote of the membership. A tally of the incoming and outgoing postal communications shall be filed at the annual meeting.
- The Treasurer shall receive all funds of the Society and deposit them in a bank approved by the Executive Board. Notice of annual dues shall be sent to the membership during the month of December. The Treasurer shall give a periodic accounting at each meeting and Executive Board meeting, as well as an annual report at the annual meeting. The Treasurer’s books shall be audited on an annual basis. The President or Treasurer may sign the checks.
ARTICLE VI: MEETINGS
- Four regular meetings of the Society shall be held, with written notice given to all members two weeks in advance.
- Special meetings of the Society for the purpose of transacting business, Society events, plant auctions, et al, may be called by the President or upon written request of 10% of the membership.
- The quorum for conducting business at all meetings of the Society-at-large shall be 30% of the voting membership.
- The Executive Board, at its discretion, may send proxies to the membership no later than 14 days before a business meeting. The proxies shall be counted as part of the quorum for conducting business.
ARTICLE VII: DUES
The annual dues shall be $10.00 payable at the January meeting. Family dues shall be $15.00 annually, payable at the January meeting. A family shall be defined as two adults living together and their children under 18 years of age. A new member who joins at or after the annual meeting shall be credited with that year’s dues. New members who join before the Annual Meeting shall pay dues for the current year when joining and for the following year at the January meeting.
ARTICLE VIII: EXECUTIVE BOARD
- The Executive Board shall be composed of the officers of the Society and the Chairpersons of the standing committees.
ARTICLE VIII: EXECUTIVE BOARD (Continued)
- The Executive Board shall meet at the discretion of the President, prior to the regular meeting, or upon written request of three Executive Board members.
- The Executive Board shall have general supervision of the affairs of the Society between meetings. It is subject to the membership and none of its acts shall conflict with the objectives of the Society. It shall establish policies and procedures to carry out the Bylaws and operations of the Society. Three members shall constitute a quorum of the Executive Board.
ARTICLE IX: COMMITTEES
- The Standing Committees, when appointed, shall consist of the following: Finance Committee, Plants-for-Members Committee, Program and Membership Committee, Telephone Committee, Newsletter Editor, Publicity Committee, Historian/Librarian, and Process Monitor Committee.
- Committee members shall be members of the Society in good standing.
3. (a) A Finance Committee shall consist of the Treasurer as Chair, the President, and one other member appointed by the President. This committee shall plan the budget and recommend to the Society such expenditures, as the committee deems expedient. No expenses shall be incurred in excess of $100.00 on a non-budgeted item without membership approval at a regular or called meeting. No contract binding on the membership shall be signed without membership approval.
(b) The Membership Committee shall consist of a Board member as Chair and at least one other member appointed by the President. The committee shall be responsible for planning recruitment activities, contacting new members, and introducing them to the Society.
(c) The Plants-for-Members Committee shall consist of a Board member as Chair and two other members appointed by the President. These members shall have been members of the Society for at least one year. The committee shall be responsible for determining the overall goals of the Plants-for-Members program in consultation with the membership, selecting the plants to be distributed, acquiring them, distributing them to the membership, and arranging for their return and auction.
(d) The Program Committee shall consist of a Board member as Chair and two other members appointed by the President. The committee shall be responsible for planning and organizing the year’s activities.
(e) The Telephone Committee shall consist of the Corresponding Secretary as Chair and at least one other member. The committee shall be responsible for the development and annual upgrading of the telephone tree whereby the President contacts the Executive Board, each of whom contacts several members, each of whom contacts several members, each who contacts several more members until all Society members have been reached. The committee shall be responsible for the development of any policy related to the Telephone Tree.
(f) The Editor of the Newsletter shall be appointed by the President. The Editor shall edit, publish, and mail the Society’s newsletter with frequency determined by the Executive Board.
ARTICLE IX: COMMITTEES (Continued)
(g) The Publicity Committee shall be Chaired by a Board member and shall consist of two other members appointed by the President. The committee shall promote appropriate Society activities to the general public as directed by the Executive Board.
(h) The Historian/Librarian shall be appointed by the President. The Historian shall maintain the Society’s archives and scrapbook, shall photograph (or arrange therefore) works-in-progress, shall maintain the Society’s library, and shall purge Executive Board policy binders of materials no longer needed and save them in the archives.
(i) The Process Monitor Committee shall consist of no more than three members, who are not members of the Executive Board. The members shall be appointed by the Executive Board. Prior to the annual meeting, this committee shall monitor and review the Society’s books and financial records and shall ensure that all its policies and procedures are carried out appropriately. It shall also ensure that all officers’ reports are accurate and complete and that all have been given to the Recording Secretary to give to the incoming officers. The committee shall inform incoming officers of any unfinished business of the previous year. The committee shall review the Bylaws as needed.
4. Standing Committee Chairs and members serve at the pleasure of the Executive Board. There are neither term limits nor any minimum length of term.
ARTICLE X: POLICIES
- The Executive Board shall develop policies and procedures, as it deems necessary, for the Bylaws and operations of the Society. Policies refer to those plans adopted by the Executive Board, which are designed to influence and determine decisions and actions.
- All policies shall be written and available for inspection by the membership. Summaries of all policies shall be provided orally at a meeting or in writing to the membership.
- Any member of the Society may call for a vote on policy. A majority vote shall be required to veto a policy and return it to the Executive Board for revision.
ARTICLE XI: MEMBERS IN GOOD STANDING
Members in good standing shall be those who have paid their dues, have attended at least two Society (club) meetings or functions in the previous year, and have adequately accounted for plants-for-members in their care and other Society property.
ARTICLE XII: PARLIMENTARY AUTHORITY
- Robert’s Rule of Order, Revised, copyright 1943, shall be the parliamentary authority of this Society.
- The President shall appoint a Parliamentarian.
ARTICLE XIII: AMENDMENTS
These Bylaws may be amended at any regular meeting of the Society by a two-thirds vote of those present and voting, provided that the proposed amendment has been submitted in writing and distributed to the membership 30 days prior to that meeting of the Society. Amendments shall become effective upon adjournment of the meeting at which they were adopted unless otherwise stated.
ARTICLE XIV: DISSOLUTION
In the event of a dissolution of the Blue Ridge Area Daylily Society, Inc., the Executive Board shall, after paying or making provision for the payment of all liabilities and obligations of the Corporation, distribute assets for one or more exempt purposes within the meaning of Section 501(c)3 of the Internal Revenue Code, or the corresponding section of any future Federal Tax Code, or shall be distributed to the Federal Government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Circuit Court of the City or County in which the Principle Office of the Organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.