Section 1: Name. The name of the organization shall be Perennial Plant Association. It shall be a nonprofit organization incorporated under the laws of the State of Ohio.
Section 2: Location. The association may have one (1) or more offices within or without the state of Ohio as the Board of Directors may from time to time determine.
Section 3: Purposes. The purpose of this association shall be:
1. To promote the perennial plant industry and to foster and promote a greater use of perennial plants.
2. To promote the common business interests of those engaged in the perennial plant industry.
3. To promote acquaintanceship and cooperation between those engaged in the industry and allied interests.
4. To provide opportunities for the exchange of expertise, experiences and opinions through meetings, communications, education, research, and publications for the perennial plant industry.
5. To provide for the betterment of the conditions of those engaged in the perennial plants industry, to provide for the improvement of products produced by the perennial plants industry, and to provide for operational efficiency of those engaged in the perennial plants industry, as the primary purposes of this association.
ARTICLE II. MEMBERSHIP
Section 1: Classes of Membership. The association shall have the following classes of membership: Active, Allied, Associate, Student, and Honorary.
Section 2: Active Members. Application for active membership shall be open to firms or individuals who are actively and professionally engaged in the growing, landscape servicing, selling, and marketing of perennials. This category shall include persons engaged in research, extension, teaching, or writing about perennials. From time to time, the Board of Directors shall determine the maximum number of secondary memberships for individuals associated with each member firm and the dues for such category of memberships; a second membership does not have the right to vote. Any Active member that is not an individual shall designate on its membership application or renewal or to the Executive Director in writing the individual authorized to vote on behalf of such member, and such designation is not a proxy.
Section 3: Allied Members. An Allied membership shall be available to any firm or individual engaged in the sale of products or services to an individual, firm or corporation that would qualify to be an active member.
Section 4: Associate Members. An Associate membership shall be available to interested persons.
Section 5: Student Members. A Student membership shall be available to bona fide students of horticulture, landscape design, landscape architecture, landscape contracting, or related field of study.
Section 6: Honorary Membership. A honorary membership may be granted by the Board of Trustees to any individual whom the Board deems to have made a significant contribution to the goals of this Association and the perennial industry.
Section 7: Other Membership Classes. The Board of Directors may establish other membership classes and any such additional membership class shall be ineligible to serve as Directors or officers.
Section 8: Voting. Only Active Members shall have voting rights and each such Active Member firm or individual primary member shall be entitled to one (1) vote on each matter submitted to a vote of the Members.
Section 9: Resignation. Any member may resign by filing a written resignation; resignation does not relieve a member of unpaid dues, or other changes previously accrued, nor will a refund be granted for any dues already paid.
Section 10: Termination of Membership. A member who does not pay applicable dues in a timely manner is no longer a member of the association. A member’s eligibility for membership is determined at the time of application for or renewal of membership. A member may be expelled by the Board of Directors for cause. “For cause” includes a violation of these Bylaws or any Code of Conduct adopted by the Board of Directors and published to the membership. The member must be provided with advance written notice including the reason for the proposed expulsion, an opportunity to be heard and to present testimony and evidence before the Board of Directors , and final written notice of the Board’s decision.
Section 11: Terms and Conditions of Membership. The Board of Directors shall specify the terms and conditions of membership not inconsistent with these Bylaws, including form of application for membership. To become a member, the membership application must first be approved and the dues must be paid.
ARTICLE III. MEETINGS OF THE MEMBERS
Section 1: Time and Place. An annual meeting of the Members shall be held at such place and on such date as may be determined by the Board of Directors. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the association.
Section 2: Special Meetings. Special meetings of the Members may be called by the President, the Executive Committee, or a simple majority of the Board of Directors. A petition signed by fifty percent of voting members may also call a special meeting.
Section 3: Quorum. Members holding ten (10%) of the votes entitled to be cast or ten (10) Active Members, whichever is less, shall constitute a quorum at any meeting of the Members. Except as otherwise required by these Bylaws, or law, the vote of a majority of the votes entitled to be cast by the Members present at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the Members.
Section 4: Notice. Notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than ten (10) days and no more than sixty (60) days before the time for the appointed meeting. Written notice may be provided via email to the email address on record if the member has consented to such use of electronic process.
Section 5: Proxies. No voting member of the Association, Officers, or Directors shall have the right to vote or act by proxy.
Section 6: Voting by Electronic or Mail. In all matters to be brought before the Membership for a vote, the vote may be taken by mail ballot or electronic ballot in lieu of a formal meeting, provided that the ballots and a description of the matter(s) to be voted on are furnished to the Members entitled to vote at least thirty (30) days prior to the return deadline for the ballots. In such proceedings, the vote of a majority of the votes actually cast by the Members shall be necessary for the adoption of any matter voted upon by the Members, subject to the quorum requirements in Section 3 of this Article.
ARTICLE IV. MEMBERSHIP DUES
Section 1: General. All dues shall be due and payable on October 1st of each year. Dues are non-refundable and non-transferable.
Section 2: Dues Amount. The amount of dues and other assessments and rules governing the payment of dues and other assessments shall be established by the Board of Directors, and the Board of Directors may from time to time amend the dues and other assessment amounts and payment rules; provided that honorary Members shall not be required to pay dues.
ARTICLE V. COMMITTEES
Section 1. Standing Committees. The standing committee of the association shall be a nominating committee, which shall consist of the President, President-Elect, one of the Regional Directors as appointed by the Board, and, when applicable, the Past-President. The committee shall have such powers and perform such duties, not inconsistent with law, as set forth in these Bylaws or as may be assigned to it by the Board of Directors.
Section 2: Special Committees. The Board of Directors, by resolution, may provide for such committees of two or more persons as it deems desirable, and discontinue the same at its pleasure. Each such committee shall have powers and perform duties, not inconsistent with law, as may be assigned to it by the Board of Directors. The Board of Directors shall appoint the chairperson of any such committee from among the Directors and the members of the committee, who need not be Directors of this association.
ARTICLE VI. DIRECTORS
Section 1: Management & Number. The property, affairs, activities, and concerns of the Association shall be controlled and managed by a Board of Directors, each member of which must be either an Active Member in good standing of the Association or employed by an Active Member in good standing of the Association. The Board shall be composed of the four officers and seven directors. The officers are President, President-elect, Treasurer, Past-President, during their applicable terms. The the seven (7) Directors are elected to represent each of the following regions: Northeast, Mid-Atlantic, South, Great Lakes, Central, West and Canada. The members elected to represent the seven (7) regions shall be known as Directors, and those members who serve as the President, President-elect, and Treasurer shall be known as Officers. The immediate Past-President will serve a 1 year term immediate following their term as President and will be an Officer during this term.
Section 2: Term. Directors serve a term of two years and may be re-elected to serve a total of 3 consecutive terms (6 years). The President, President-elect, and Treasurer serve a term of two years, and shall not be eligible for consecutive terms in the same officer position. . The immediate Past-President will serve a term of one year. Elections are to be held at the Annual Meeting of the members on even-numbered years for Directors serving the Central Region, the Northeast Region, the Southern Region, and the Western Region. Elections are to be held on odd-numbered years for Directors serving the Canadian Region, the Great Lakes Region and the Mid-Atlantic Region.
Section 3: Geographic Location. Each Director represents a Region of the Association and there will be one Director from each of the following Regions:
1. The Central Region includes the following U.S States: Illinois, Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota, South Dakota, Wisconsin.
2. The Western Region includes the following U.S. States: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming
3. The Great Lakes Region includes the following U.S. States: Indiana, Michigan, Ohio
4. The Mid-Atlantic Region includes the following U.S. States as well as the District of Columbia: Delaware, Maryland, New Jersey, Pennsylvania, Virginia, West Virginia
5. The Northeast Region includes the following U.S. States: Connecticut, Maine, Massachusetts, New Hampshire, New York, Rhode Island, Vermont
6. The Southern Region includes the following U.S. States: Alabama, Arkansas, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee, Texas
7. The Canada Region includes the country of Canada.
Section 4: Nominations. The Board of Directors may nominate candidates or solicit nominations by committee for Directors and Officers and shall present such nominations to the Executive Director no less than 70 days prior to the annual meeting.
Nominations for Directors and Officers may also be made by any Association voting member so long as said nomination is made in writing to the Executive Director no less than 70 days prior to the Association's annual meeting. All nominees must agree in writing that they wish to run for a position as Officer or Director and that they will serve if elected. Both the nomination and the written agreement to serve from the nominee must be received by the Executive Director not less than seventy (70) days prior to the annual meeting. Such nominees shall appear on the official ballot and there shall be no nominations from the floor of annual meeting.
Section 5: Election of Officers. The President-elect and Treasurer shall be elected annually by a majority vote of the votes cast by the membership by ballot. The ballot may be distributed and returned electronically, using the email address on record for each voting member. The ballots shall be in the hands of the membership 45 day prior to the Association's annual meeting. The ballot must be received by the Executive Director no less than 14 days prior to the scheduled meeting. All ballots shall be counted at the annual meeting. The President of the Association is not elected. The President-elect automatically becomes the new President at the conclusion of the current President's term of office.
Section 6: Election of Directors: The Directors of the Association who are running for election or re-election shall be elected by a majority of the votes cast by the membership in that region by ballot. The ballot may be distributed and returned electronically, using the email address on record for each voting member. The ballots shall be in the hands of the voting members 45 days prior to the Association's annual meeting, and delivered to the Executive Director no less than 14 days prior to the scheduled annual meeting. All ballots shall be counted at the annual meeting.
Section 7: Assumption of duties of Officers and Directors. Duly elected Officers and Directors shall assume office on October 1.
Section 8: Duties of Officers and Directors. The Board of Directors may:
(a) Hold meetings at such times and places as it deems proper;
(b) Admit members and suspend or expel them as provided by these Bylaws;
(c) Appoint committees on particular subjects from the members of the Board or from other members of the Association;
(d) Audit bills and disburse the funds of the Association;
(e) Print and circulate documents and publish articles;
(f) Carry on correspondence and communicate with other associations interested in the perennial industry;
(g) Employ agents;
(h) Employ an Executive Director or enter into a contract with a management company. If an Executive Director is employed, this person shall serve at the pleasure of the Board of Directors and their responsibilities shall be determined by the Board.
(i) Write and carry into execution such other measures as it deems proper and expedient to promote the objectives of the Association and to best protect the interests and welfare of the members.
Section 9: Meetings of the Board. Regular meetings of the Board of Directors shall be held during the year. Regular meetings of the Board of Directors shall be held as frequently and at such time and place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be held at any time upon call of the President of the association.
Section 10: Notice. Regular meetings of the Board of Directors may be held upon two (2) days notice. Special meetings of the Board of Directors may be held upon two (2) days notice. Neither the business to be transacted nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
Section 11: Quorum. One-half of the full Board of Directors, but not less than three (3) directors, shall constitute a quorum for the transaction of business.The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. In all matters coming before the board of Directors, each director and officer shall be entitled to cast one (1) vote.
Section 12: Conference Call. The Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board or committee by means of a conference telephone, video call, or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.
Section 13: Action by Written Consent. Any action which is required to be or may be taken at a meeting of the directors or any committee of the directors, may be taken without a meeting if consents in writing or via email, setting forth the action so taken, are signed by all of the members of the Board of Directors or the committee as the case may be. The consents shall have the same force and effect as a unanimous vote at a meeting duly held, and may be stated as such in any certificate or document.
Section 14: Absence. Should any Director or Officer be absent unreasonably from two (2) consecutive meetings of the Board without sending a communication to the President or Executive Director stating the reasons for this absence, and if the excuse shall not be acceptable by The Board, his or her seat on The Board may be declared vacant by the Board of Directors, and the Board of Directors may forthwith proceed to fill the vacancy as further specified in these Bylaws.
Section 15: Vacancies. Whenever any vacancy occurs on the Board of Directors by death, resignation, or otherwise, it shall be filled without undue delay by majority vote of the remaining members of the board. The person so elected shall hold office for the balance of the original term and at the end of that term the interim Director’s name shall automatically be placed in nomination as a candidate for that particular Director position, if he or she so chooses.
Section 16: Removal. A Director may be removed with or without cause by a vote of at least 7 Directors and/or Officers or not less than 2/3 of the remaining Board, whichever is greater, with or without cause, with the Director proposed to be removed not voting, provided that the Director is provided with advance written notice including the reason for the proposed removal, an opportunity to contest the proposed removal in writing or in person at a meeting of the Board. The Board shall provide its final written notice of the Board’s decision to the affected Director.
Section 17: Representation. Only one representative from any firm, company, immediate family, or institution may serve as an Officer or Director of the Board at any given time.
ARTICLE VII. OFFICERS
Section 1: Number. The Officers of this Association shall be President, President-elect, immediate Past-President, and Treasurer, each of which must be either an Active Member in good standing of the Association or employed by an Active Member in good standing of the Association.
Section 2: Term. The President, President-elect, and Treasurer serve a term of two years and shall not be eligible for consecutive terms in the same officer position. . The immediate Past-President will serve a term of one year.
Section 3: Election. The election of Officers shall follow the process outlined in Article VI.
Section 4: Vacancies. Any vacancy shall be filled following the process outlined in Article VI.
Section 5: The President-elect shall succeed to the office of President automatically at the conclusion of the term of the current President.
Section 6: Vacancies of the President and President-Elect Offices. If the President and President-Elect positions should both be vacant, the Treasurer will assume the duties of the President until the vacant positions can be filled as per the process outlined in Article VI.
Section 7. Removal of Officers. Officers may be removed by the voting members with or without cause at any special meeting of the members.
ARTICLE VIII. DUTIES OF OFFICERS
Section 1: President. The President shall preside at the meetings of the Association and the Board of Directors and shall be a member ex officio, with the right to vote, on all committees that may be created by the Association from time to time. He or she shall have general supervision of the business and finances of the association and shall see that all orders and resolutions of the Board of Directors are carried into effect, subject, however, to the right of the directors to delegate any specific powers to any other officer or officers of the association except such as may be by statute exclusively conferred upon the President. He or she shall also, at the annual meeting of the Association and such other times as he or she deems proper, communicate to the Association or to the Board of Directors such matters, and make such suggestions, as may, in his or her opinion, tend to promote the prosperity and welfare and increase the usefulness of the Association, and shall perform such other duties as are necessarily incidental to the office of the President.
Section 2: President-elect. In the case of the death or absence or inability for any reason to act President, the President-elect (Vice President) shall perform the duties of that office. The President-elect shall also perform such duties as shall be assigned to him or her and shall exercise such powers as may be granted to him or her by the Board of Directors or by the President. In the absence of the President, the President-elect may perform the duties and exercise the powers of the President with the same force and effect as if performed by the President.
Section 3: Treasurer. The Treasurer shall ensure the orderly, timely and appropriate safekeeping of all official documents and records of the Association, shall oversee the custody of all funds, property, and securities of the Association, shall be authorized to endorse checks, notes and other obligations on behalf of the Assocation, and shall deposit the same to the credit of the Association at such bank or depository as the Board may designate.The Treasurer shall present an annual report to the membership either in the official association publication or at the annual meeting or both. The Treasurer shall also see to it that all monies allocated by the Board are expended only for those purposes specifically stated by resolution of the Board. In the absence of a Treasurer, the Board may appoint a Treasurer pro tem. The Treasurer may delegate any such duties to the staff of, or management company service, the association, including the signing of legal documents, such as tax returns; provided the Treasurer does not delegate all duties and that the Treasurer supervises any person to whom any duty is delegated.
Section 4: Bond of Officers and Directors. The officers and directors, as required by the Board, shall give to the Association such security for the faithful discharge of their duties as the Board may direct.
Section 5: Expense Reimbursement of Officers and Directors. The Officers and Directors shall receive such reimbursement of such expenses as the Board shall from time to time determine necessary.
ARTICLE IX. INDEMNIFICATION OF OFFICERS, DIRECTORS, AND OTHERS
Section 1. The Association may indemnify any individual as permitted by applicable law, to the extent the Association’s insurance policy permits such indemnification and to the extent of those policy limits. The Association shall indemnify any individual as required by applicable law.
Section 2. Insurance. The Association may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the Association, or who, while a director, officer, employee, or agent of the Association, is or was serving at the request of the Association as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee or agent, whether or not the Association would have power to indemnify him against the same liability under this Article or the obligation to indemnify him against the same liability as required by applicable law.
Section 3. Amendment. This Article IX may be hereafter amended or repealed; provided, however, that no amendment or repeal shall reduce, terminate, or otherwise adversely affect the right of a person entitled to obtain indemnification hereunder with respect to acts or omissions of such person occurring prior to the effective date of such amendment or repeal.
ARTICLE X. AMENDMENTS
These Bylaws may be amended, repealed, or altered in whole or in part by the voting members at any duly organized meeting of the membership of the Association held for such purpose, if a quorum is present, by the affirmative vote of a majority of the voting members present, by the use of a Board approved mail ballot or Board approved electronic ballot, provided the number of ballots cast exceeds the quorum requirements for a meeting and a majority of the ballots are cast in favor of the amendments.