BYLAWS

OF

GREAT LAKES CHAPTER

nORTH AMERICAN ROCK GARDEN SOCIETY

                                        {DRAFT 05 JANUARY 2019}

I

ORGANIZATION

1.1       ORGANIZATION.  This unincorporated association (the “Association”) is operated as a chapter of the North American Rock Garden Society.

1.2       NAME.  The name of the Association is “Great Lakes Chapter of the North American Rock Garden Society” or GLC NARGS.

1.3       PLACES OF BUSINESS.  The Association shall have its principal place of business in Ann Arbor, Michigan, and may have such other places of business as the Board of Directors may determine from time to time.

1.4       PURPOSES.  The purposes for which the Association is organized are as follows:

            A.        To operate exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or corresponding provisions of subsequent federal tax laws (the “Code”) and, especially, to increase understanding of the propagation and cultivation of rock garden plants by encouraging and promoting (i) the cultivation, conservation and knowledge of rock garden plants, their value, habits and geographic distribution; (ii) interest in good design and construction of rock gardens; and (iii) acquaintance between members and groups with the resultant mutual exchange of experience and knowledge.

            B.        To acquire, own, dispose of and deal with real and personal property and interests therein and to apply gifts, grants, bequests and devises and the proceeds thereof in furtherance of the purposes of the Association.

            C.        To do such things and to perform such acts to accomplish its purposes as the Board of Directors may determine to be appropriate and as are not forbidden by Section 501(c)(3) of the Code, with all the powers conferred on nonprofit Associations under the laws of the State of Michigan.

1.5       NONPROFIT OPERATION.  The Association shall be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Code as a nonprofit association.  No director of the Association shall have any title to or interest in the corporate property or earnings in his or her individual or private capacity and no part of the net earnings of the Association shall inure to the benefit of any director, member, officer or any private shareholder or individual.  No substantial part of the activities of the Association shall consist of carrying on propaganda or otherwise attempting to influence legislation, nor shall the Association participate in or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office.

II

MEMBERSHIP

2.1       ELIGIBILITY OF MEMBERSHIP.  To be eligible for membership in the Association, an individual must be interested in rock gardening and pay the requisite dues and be supportive of the organizational goals and the conduct of its activities.

2.2       MEMBERSHIP DUES.  The Board of Directors shall establish the initial and annual dues for membership in the Association. The billing and collection of dues shall be conducted in a manner prescribed by the Board of Directors.

2.3       TERMINATION OF MEMBERSHIP.  Membership may be terminated by the Board of Directors on the occurrence of any of the following events:

(a) Failure to pay dues for a period of time as specified by the Board of Directors.

(b) Failure to satisfy the requirements of section 2.1 of this article.

2.4       RESPONSIBILITIES OF THE MEMBERS.  The Members of the Association shall have the exclusive right to amend or repeal the Association’s Articles of Association and shall have power to elect the Association’s Board of Directors from a slate of persons nominated by a committee or a Board Member appointed by the Board.  In addition, the Members may at any time and from time to time by a majority vote at an Annual or Special Meeting of the Members, reserve to the Membership the power to decide or approve any action of the Association.  A copy of the bylaws is posted on the Association’s web-site.

2.5       ANNUAL MEETING.  The annual meeting of the members shall be held at the time and place specified by the Board of Directors. At each annual meeting, a Board of Directors shall be elected from a slate of persons nominated by a committee, or a Board Member appointed by the Board, and any other business shall be transacted that may come before the meeting.

2.6       SPECIAL MEETINGS.  Special meetings of the members may be called by a majority of the Board of Directors or by the President. Such meetings shall also be called by the President or Secretary at the written request of not less than 10 percent of the members.

2.7       PLACE OF MEETINGS.  All membership meetings shall be held at such place as is determined by the Board of Directors and stated in the notice of the meeting.

2.8       NOTICE OF MEETINGS.  Written notice of the time, place, and purposes of a membership meeting shall be given not less than 20 days nor more than 120 days before the date of the meeting. Notice shall be given either personally or by mail or electronic transmission to each member of record entitled to vote at the meeting at his or her last address (digital or postal) as it appears on the books of the Association. Alternatively, notice may be published in the Association’s newsletter, provided that the newsletter is mailed or sent by electronic transmission to the members entitled to vote at the meeting not less than 20 days nor more than 120 days before the date of the meeting.

For all purposes of these Bylaws, the term “address” means a street address, post office box, or electronic mail address for electronic transmissions by electronic mail.

The GLC NARGS also maintains a web-site to inform the membership and the public of its activities,

2.9       RECORD DATES.  The Board of Directors may fix in advance a record date for the purpose of determining members entitled to notice of and to vote at a membership meeting or an adjournment of the meeting, or to express consent to or to dissent from a proposal without a meeting, or for the purpose of any other action. The date fixed shall not be more than 90 days nor less than 30 days before the date of the meeting, nor more than 90 days before any other action.

2.10     LIST OF MEMBERS.  The Treasurer of the Association or the agent of the Association having charge of the membership records of the Association shall make and certify a complete list of the members entitled to vote at a membership meeting or any adjournment. The list shall be arranged alphabetically with the address of each member, be produced at the time and place of any membership meeting, be subject to inspection by any member during the whole time of the meeting, and be prima facie evidence of the members entitled to examine the list or vote at the meeting.

2.11     QUORUM.  Members present in person, digitally or by phone or by proxy, who, as of the record date, represent 20 percent of the members entitled to vote at a membership meeting shall constitute a quorum at the meeting. Whether or not a quorum is present, the meeting may be adjourned by vote of the members present.

2.12     PROXIES.  A member entitled to vote at a membership meeting or to express consent or dissent without a meeting may authorize other persons to act for the member by proxy. A proxy shall be signed by the member or the member’s authorized agent or representative and shall not be valid after the expiration of three years, unless otherwise provided in the proxy. A proxy is revocable at the pleasure of the member executing it.

2.13     VOTING.  Each member is entitled to one vote on each matter submitted to a vote. A vote may be cast either orally or in writing, or transmitted by mail or electronically, within in a predetermined voting period. When an action, other than the election of directors, is to be taken by a vote of the members, it shall be authorized by a majority of the votes cast by the members entitled to vote. Directors shall be elected by a plurality of votes cast at any election.

2.14     MEETING BY TELEPHONE OR OTHER MEANS OF REMOTE COMMUNICATION.  A member may participate in a membership meeting by conference telephone or other means of remote communication that permits all persons participating in the meeting to hear all other participants. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

III

BOARD OF DIRECTORS

3.1       BOARD OF DIRECTORS.  The business and affairs of the Association shall be managed by a Board of Directors which is the governing body of the Association.  The Association is organized on a nonstock, membership basis and, except as otherwise provided by law, all matters which are subject to membership vote or other action shall be approved by action of the Board of Directors.  The Board of Directors shall meet as often as necessary to conduct the business of the Association, but at least annually.

3.2       NUMBER AND SELECTION OF DIRECTORS.  The Board of Directors shall consist of not fewer than three (3) and not more than nine (9) persons, as the Board of Directors shall from time to time determine.  Directors shall be elected at each annual membership meeting and vacancies shall be filled in the manner specified in Section 3.4 below. Directors shall serve for three (3) year terms, except initially one-third (1/3) shall be appointed to serve for a three (3) year term, one-third (1/3) shall be appointed to serve for a two (2) year term, and one-third (1/3) shall be appointed to serve for a one (1) year term.  In the event of an increase in the number of directors serving, terms shall be established so that the terms of approximately one-third (1/3) of the directors expire each year.  Each Director shall be eligible for election for a second three-year term, but shall be ineligible for reelection to the Board for the year following the second term.  The  Secretary will keep track of terms of officers and notify members as terms are expiring.

3.3       REMOVAL.  Any director may be removed from office with or without cause by a majority vote of the members entitled to vote at an election of Directors.

3.4       VACANCIES.  Vacancies occurring in the Board of Directors by reason of death, resignation, removal or other inability to serve shall be filled by the affirmative vote of a majority of the remaining directors although less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall serve as Director for a term of office continuing until the next election of Directors by the members.

3.5       ANNUAL BOARD OF DIRECTORS MEETING.  An annual meeting shall be held each year immediately after the annual membership meeting.  At the annual meeting, the Board of Directors shall elect officers and consider such other business as may properly be brought before the meeting.  If less than a quorum of the directors appear for an annual meeting of the Board of Directors, the holding of such annual meeting shall not be required and matters which might have been taken up at the annual meeting may be taken up at any later regular, special or annual meeting or by consent resolution.

3.6       REGULAR AND SPECIAL MEETINGS.  Regular meetings of the Board of Directors may be held at such times and places as the directors may from time to time determine at a prior meeting or as shall be directed or approved by the vote or written consent of all the directors.  Special meetings of the Board of Directors may be called by the President or by the Secretary, and shall be called by the President or Secretary upon the written request of any two (2) Directors.

3.7       NOTICE OF MEETINGS OF THE BOARD OF DIRECTORS.  Notice in writing, or by acceptable electronic transmission, of the time and place of all meetings of the Board of Directors shall be given to each Director at least three (3) days before the date of the meeting, either personally or by sending such notice to each director by mail or electronic transmission at the address designated by the Director for such purposes, or if none is designated, at the director’s last known address.  Notice of any meeting of the Board of Directors may be waived in writing before or after the meeting.  Attendance at a meeting constitutes waiver of notice of the meeting.

3.8       ACTION WITHOUT A MEETING.  Any action required or permitted at any meeting of the Board of Directors or a committee thereof may be taken without a meeting, without prior notice and without a vote, if all of the Directors or committee members entitled to vote thereon consent in writing.  A consent may be delivered by acceptable electronic electronic transmission to the Association or to the President and shall be effective upon receipt.  Said written or electronically transmitted consents shall be recorded with the minutes of the proceedings and shall have the same effect as a vote for all purposes.

3.9       QUORUM AND VOTING REQUIREMENTS.  A majority of the Directors then in office and a majority of any committee appointed by the Board of Directors constitutes a quorum for the transaction of business.  The vote of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the acts of the Board of Directors or the committee, except as a larger vote may be required by these bylaws or the Articles of Association.

3.10     PARTICIPATION IN MEETINGS BY REMOTE COMMUNICATION.  A member of the Board of Directors or of a committee may participate in a meeting by conference telephone or other means of remote communication that permits all persons participating in the meeting to communicate with all other participants.  Participation in a meeting in this manner constitutes presence in person at the meeting.

3.11     POWERS OF THE BOARD OF DIRECTORS.  The Board of Directors shall have charge, control and management of the business, property, personnel, affairs and funds of the Association and shall have the power and authority to do and perform all acts and functions permitted for an organization described in Section 501(c)(3) of the Code not inconsistent with these bylaws or the Articles of Association.  In addition to and not in limitation of all powers, express or implied, now or hereafter conferred upon boards of directors of nonprofit Associations, and in addition to the powers mentioned in and implied from Section 1.4, the Board of Directors shall have the power to borrow or raise money for corporate purposes, to issue bonds, notes or debentures, to secure such obligations by mortgage or other lien upon any and all of the property of the Association, whether at the time owned or thereafter acquired, and to guarantee the debt of any affiliated or subsidiary Association or other entity, whenever the same shall be in the best interests of the Association and in furtherance of its purposes.

3.12     COMPENSATION.  Directors shall receive no compensation for their services on the Board of Directors.  The preceding shall not, however, prevent the Association from purchasing insurance as provided in Section 4.1, nor shall it prevent the Board of Directors from providing reasonable compensation to a director for services which are beyond the scope of his or her duties as director or from reimbursing any director for expenses actually and necessarily incurred in the performance of his or her duties as a director.

3.13     EXECUTION OF CONVEYANCES, MORTGAGES AND CONTRACTS.  The Board of Directors may in any instance designate one or more officers, agents or employees to execute any contract, conveyance, mortgage or other instrument on behalf of the Association and such authority may be general or confined to specific transactions.  The Board of Directors may also ratify any execution.  When the execution of any instrument has been authorized without specifying the executing officers or agents, any of the Chair, the President, the Secretary, and the Treasurer may execute such instrument on behalf of the Association.

Iv

OFFICERS

4.1       OFFICERS.  The officers shall be a President, a Secretary, a Treasurer, and a Chief Communications Officer.  There may also be a Chair of the Board and such assistant officers as the Board of Directors deems appropriate.  The Chair shall be a member of the Board of Directors but other officers need not be.

4.2       ELECTION AND TERM OF OFFICE.  All officers shall be elected for a term of two (2) years (or until their successors have been elected) by the Board of Directors at its annual meeting.  No person may execute, acknowledge or verify an instrument in more than one capacity if the instrument is required by law or by the Articles of Association or these bylaws to be executed, acknowledged or verified by two (2) or more officers.

4.3       REMOVAL.  Any officer may be removed with or wit­h­out cause by the vote of a majority of the directors then in office at any regular or special meeting of the Board of Directors.

4.4       VACANCIES.  In the event of the death, resignation, removal or other inability to serve of any officer, the Board of Directors shall elect a successor who shall serve until the expiration of the normal term of such officer or until his or her successor shall be elected.

4.5       CHAIR OF THE BOARD.  If elected, the Chair of the Board shall preside at all meetings of the members of the Association and at all meetings of the Board of Directors at which the Chair is present and shall perform such other duties as the Board of Directors may determine from time to time.

4.6       PRESIDENT.  The President shall see that all orders and resolutions of the Board of Directors are carried into effect and shall have the general powers of supervision and management usually vested in the chief executive officer of a corporation.  In the absence or disability of the Chair (or if no Chair has been elected), the President shall perform the duties and execute the powers of the Chair.

4.7       SECRETARY.  The Secretary shall have custody of all documents belonging to the Association (except as otherwise provided in these bylaws) and shall perform such other duties as usually pertain to the office or as shall be determined from time to time by the Board of Directors.  The Secretary shall receive and attend to all correspondence of the Board of Directors.

4.8       TREASURER.  The Treasurer shall have charge of the funds of the Association, except for such funds as the Board of Directors may designate; shall see that an accounting system is maintained that will give a true and accurate accounting of the financial transactions of the Association; shall render reports from time to time as requested by the Board of Directors of his or her activities and the financial condition of the Association; and shall keep and maintain the membership records of the Association.  All funds received by the Treasurer shall immediately be deposited in a depository designated by the Board of Directors.  The Treasurer shall cause to be prepared timely forms and filings as required by Federal and State laws and regulations in regard to activities of the Association.

There will be at least two (2) potential signers for the Chapter bank accounts, one being the Treasurer and another the President.  For checks greater than $1,000.00, two signatures are required.

4.9       CHIEF COMMUNICATIONS OFFICER.  The Chief Communications Officer shall send or cause to be sent all required notices of meetings of the members and of the Board of Directors of the Association, and shall be responsible for preparing and sending the Association’s regular newsletter.

V

INDEMNIFICATION

5.1       INDEMNIFICATION.  Each person who is or was a director or officer of the Association or member of a committee of the Association and each person who serves or has served at the request of the Association, as a director, trustee, officer, partner, employee or agent of any other Association, partnership, joint venture, trust or other enterprise shall be indemnified by the Association to the fullest extent that would be permitted by the Nonprofit Corporation laws of the State of Michigan, as they may be in effect from time to time, if the Association were a Nonprofit Corporation; provided, however, that the preceding shall not require the Association to indemnify any person for any liability, tax or expense to the extent it results in the imposition of tax under Section 4958 of the Code.  The Association may purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of his or her status as such, whether or not the Association would have power to indemnify such person against such liability under the preceding sentence.  The Association may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification to employees or agents of the Association and others to the fullest extent provided under the laws of the State of Michigan as they may be in effect from time to time.

VI

 

COMMITTEES

 

6.1       COMMITTEES.  The Board of Directors may establish an Executive Committee and may establish and define the responsibilities of such additional standing or special committees from time to time as it shall deem appropriate to conduct the activities of the Association.  The members and chairs of all committees shall be nominated by the Chair (or, if no Chair has been elected, by the President) and elected by the Board of Directors for a one (1) year term, or until their successors are duly elected, but may be removed at any time by vote of a majority of the Board of Directors then in office.  The Board of Directors may designate one or more directors as alternate members of any committee (including the Executive Committee) who may replace absent or disqualified members at any meeting thereof.

6.2       EXECUTIVE COMMITTEE.  The Board of Directors may elect an Executive Committee consisting of the Chair of the Board (if any) and not more than six (6) additional members of the Board of Directors.  The Executive Committee shall exercise such powers and authority of the Board of Directors (within the limits prescribed by law) as may be determined from time to time by resolution of the Board of Directors.

VII

 

AMENDMENTS

 

7.1       AMENDMENTS.  These bylaws may be amended at any meeting of the Board of Directors provided a notice setting forth the amendment or a summary of the changes to be made by the amendment is given to each director entitled to vote thereon in the manner and within the time provided in these bylaws for notice of the meeting.  No amendment inconsistent with the Articles of Association shall be effective prior to amendment of the Articles of Association.

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