As amended on 03/01/2022
Article I: Name
The name of the organization shall be Salem Hardy Plant Society (‘Society’).
Article II: Purpose
This corporation shall be organized and operated exclusively for charitable and educational purposes. Subject to the limitations stated in the Articles of Incorporation, the purposes of this corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and Section 501(c)(3) of the Internal Revenue Code of 1954 (or its corresponding future provisions).
The Society's primary purposes are to:
1. Promote interest in hardy plants by providing educational information to the public about their culture and availability.
2. Share information about hardy plants and gardening with members of the Society through membership meetings and garden visits.
3. Support community gardening projects.
4. Cooperate with and complement the activities of other horticultural organizations in the Pacific Northwest.
Article III: Membership
Section 1. Eligibility. Any person may become a member of the organization by filling out a membership form and paying dues for that membership year. A membership may consist of one individual, two or more individuals residing in the same household, or a business.
The Board of Directors may also offer membership to any person or organization without the obligation to pay dues and such person or organization shall have the rights of membership when they accept the offer.
Section 2. Dues. The membership year begins on the first day of January and ends on the last day of December. The annual membership dues shall be due and payable by the first day of January each year.
Section 3. Resignation. A member who is not current with their annual dues shall be deemed to have resigned. They shall be ineligible to vote and their membership shall be removed from the list of current members.
Section 4. Annual Meeting. The Society shall hold an Annual Membership Meeting in January of each year, prior to the January Board of Directors meeting. The meeting shall be for the purpose of electing a Board of Directors, presenting annual reports, and transacting any business that comes before the Society. The notice of the Annual Meeting shall include a list of nominees for Directors.
Section 5. General Meetings. Regular membership meetings will be held monthly on the first Tuesday of the month unless otherwise specified by the Board of Directors.
Section 6. Quorum and Voting. Each membership is entitled to one vote on all matters for which a membership vote is required. A quorum consists of those members actually present at a membership meeting and a majority vote of those members shall be necessary to transact business.
Article IV: Board of Directors
Section 1. Number. The business and affairs of the Society shall be managed by a Board of Directors consisting of no less than seven no more than nine Directors.
Section 2. Positions. Five Directors shall be Officers of the Board, specifically the President, the Vice President, the Secretary, the Membership Chair, and the Treasurer. The Board of Directors may appoint other officers, as it shall deem necessary. The Directors who are not Officers of the Board shall be Directors at Large.
Section 3. Elections. Members of the Board of Directors must have been members in good standing of the Society for at least one year prior to election. There is no minimum membership time for Directors at Large. Candidates for the Board of Directors shall be nominated by the Nominating Committee, by a member of the Society, or from the floor at the Annual Membership Meeting and shall be elected by the membership at the Annual Meeting. Elections shall be by show of hands. A candidate for office who receives a majority of votes cast by those present and eligible to vote shall be deemed elected.
Section 4. Terms of Office. A term of office is defined as a minimum of one year unless otherwise specified by the Board of Directors. All Directors, including the Officers, may serve no more than four consecutive years in any one position and no more that eight consecutive years total as a member of the Board. After a minimum break in service of one year, a former Board member is eligible to serve again in any capacity.
Section 5. Vacancies. The Board of Directors may fill any vacancy which occurs in their numbers to serve until the next Annual Meeting. The appointee, upon recommendation by the Nominating Committee, shall be eligible for election at the Annual Meeting to a full term and subsequent terms as provided in the Bylaws. If the appointee serves more than one-half (one year) of a term, he or she shall be considered to have served one full term towards his or her successive service limit.
Section 6. Resignation. A Director may resign by delivering written notice to the President, except that no Director may resign if that resignation would leave the Society without any duly elected Director.
Section 7. Removal. The Board of Directors shall have the power to remove a Director with cause at a regular board meeting. The presiding officer may also call for a vote to remove any Board member who misses three consecutive Board meetings or four meetings per year. Action shall be taken as referenced in Article IV, Section 8.
Section 8. Quorum and Action. A quorum at a Board meeting shall be one half of the members (as defined in Article IV, Section 1) of the Board of Directors. If a quorum is present, action is taken by a majority vote of Directors present
Section 9. Meetings. The Board of Directors will meet four times per year (additional meetings may be held as needed) at a time and place determined by a majority of Board members. All Board meetings shall be open to the general membership. The President shall notify the Board of Directors of any scheduling changes. The Board of Directors may hold a special meeting if notice is given to each Director no less than two days prior to the meeting. The notice shall include the date, time, meeting place and the purpose of the meeting. .
Section 10. Action by Consent. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board consent to such action in writing. Such written consents shall be filed with the minutes of the proceedings of the Board. Such written consents shall have the same force and effect as the unanimous vote of the Directors. An action taken under this section is effective when the last Director signs the consent, unless the consent specifies an earlier or later effective date.
Article V: Duties of the Board
Section 1. General Duties. The Board of Directors shall abide by the Bylaws and the Internal Revenue Code Section 501(c)(3).
Board members shall attend all Board meetings. Any member who is unable to attend a scheduled meeting of the Board shall so advise the President prior to the meeting.
The Board of Directors shall have the power to determine annual membership dues.
The Board of Directors shall have the power to direct that monies not required for immediate use be invested and shall have the power to authorize the transfer of funds between accounts.
Board members shall reserve and transfer all material pertaining to their offices to their successors.
Section 2. Officers
Shall give direction to the Society, set agendas for all Board and membership meetings, and preside at all monthly membership meetings and Board meetings.
Shall keep the Vice-President fully informed at all times.
Shall appoint the Chairs of all committees, except the Nominating Committee, the Program Committee, and the Budget Committee.
Shall present a synopsis of the year’s activities at the Annual Membership Meeting.
1. Vice President
Shall keep fully informed at all times of the activities of the President.
In the absence of, or a vacancy in the office of the President, shall assume the duties, powers, and responsibilities of that office.
Shall serve as Program Committee Chair.
Shall record minutes of Board meetings and Annual Membership Meetings.
Shall prepare and distribute meeting minutes for the Board of Directors prior to the next Board meeting.
Shall be responsible for general correspondence.
Shall compile and record in a separate account all the motions passed by the Board of Directors and at the Annual Membership Meeting.
Shall be responsible for all financial matters of the Society in consultation with the Board of Directors.
Shall report on the financial status of the Society at all Board meetings.
Shall keep all accounts open to inspection by the Board of Directors at all times.
Shall close the Treasurer’s books at the end of each membership year and present them for financial review.
Shall present a yearly financial report at the Annual Membership Meeting.
Shall serve as Chair of the Budget Committee.
4. Membership Chair
Shall respond to membership inquiries and maintain current membership records.
Section 3. Directors at Large Duties of the Directors at Large will be determined by the needs of the society as defined by the Board.
Article VI: Committees
Section 1. Standing Committees. The Board of Directors, at any official Board meeting, may establish standing committees to whom it may delegate duties as needed. The President may appoint committee Chairs from the Directors at Large, or from the membership at large. These standing committees shall have the power to select additional members who need not be members of the Board.
Shall keep records of their proceedings and report regularly to the Board. Other standing committees include the Budget Committee, the Nominating Committee, and the Program Committee.
Section 2. Budget Committee. The Treasurer shall serve as Chair of the Budget Committee which will serve with no less than three not more than five members. The committee shall be responsible for preparing the annual budget, which will be subject to approval by the Board of Directors at the January Board meeting.
Section 3. Nominating Committee. The Nominating Committee Chair shall be appointed by the Board at the January Board meeting. It shall be the duty of the Chair to call a meeting of the committee, which shall nominate candidates in sufficient time to report the slate of nominees at the November Board meeting. A Nominating Committee member who wishes to become a candidate for office shall not vote on the nomination for that office.
Section 4. Program Committee. The Vice-President shall serve as Chair of the Program Committee. The committee shall be responsible for selecting speakers and planning the programs for the monthly membership meetings.
Section 5. Ad Hoc Committees. The Board may authorize the establishment of Ad Hoc Committees as needed. All committees serve with the advice and consent of the Board.
Article VII: Roberts Rules of Order
The latest revision of Roberts Rules of Order shall be the parliamentary authority for the Society, except when inconsistent with these Bylaws.
Article VIII: Amendments (amended 1/2003)
The Board of Directors may amend or repeal these Bylaws or adopt new Bylaws as permitted by Oregon Law by a majority vote of Directors present at a regular Board meeting if a quorum is present. A meeting notice containing the date, time and place of the meeting and a copy of the proposed amendment(s) must be delivered to each Director at least five days prior to the meeting. If, at that meeting, at least three Directors vote to submit the amendment(s) to a vote of the membership, the membership shall be notified at least seven days prior to voting. The meeting notice shall contain the date, time and place of the meeting and a copy of the proposed amendment(s). Action shall be taken in accordance with Article III, Section 6.
Article IX: Dissolution
A motion to dissolve the Society shall be made only at a General Meeting called by the President. All members must be given at least thirty days notice of said General Meeting. To effect a dissolution, at least three-fourths of those members actually present at the meeting shall vote in favor of the dissolution. If a motion to dissolve the Society is carried by the said majority, the Board of Directors shall, after paying or making provision for payment of all liabilities of the Society, donate all remaining assets to not-for-profit organizations whose aims and purposes are sympathetic to that of the Society and which have established the not-for-profit status under Section 501(c)(5) or 501(c)(3) of the Internal Revenue Code or such section as may be enacted to replace it.
Article X: Indemnification
The Society shall hold all Directors or uncompensated Officers of the Society harmless from any personal liability for monetary damages for conduct as a Director or Officer. Notwithstanding the above, this provision shall not eliminate the liability of a Director or Officer for (1) any breach of a Director or Officer’s duty of loyalty to the Society, (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) any unlawful distribution, (4) any transaction from which the Director or Officer derived an improper personal benefit, or (5) any act or omission in violation of ORS 65.361to 65.357.
The Salem Hardy Plant Society maintains a tax-exempt (per Internal Revenue Code, section 501c(3)) non-profit, charitable and educational organization, incorporated under the laws of the State of Oregon and governed by a Board of Directors elected by the Society's members.