BYLAWS OF THE PERENNIAL PLANT ASSOCIATION
On July 23, 1984, as proposed slate of Officer and Directors was presented to the membership at the meeting of the Association and duty elected by the membership. At the subsequent Board meeting and at the direction of the President, the Executive Director was authorized to hire counsel, establish a preliminary set of Bylaws, and proceed with the incorporation process.
These Bylaws are those initially filed with The Secretary of the State of Ohio on August 29th, 1984, and first approved by the membership and amended on August 7th, 1985. They have been amended most recently April 15, 2000 according to the procedures dictated here in Article VI.
1.1 Voting Membership: A voting membership of Perennial Plant Association, hereinafter "association", will be limited to those firms or individuals who are actively and professionally engaged in growing, landscape planting, landscape designing, or merchandising of perennials. This category shall include persons engaged in research, extension, teaching, or writing about perennials. Voting shall be limited to the (1) vote per firm, individual, or educational institution. Each firm or institution shall designate on the annual membership application or by written notice to the Executive Director who the authorized, voting representative shall be. There shall be no other representative by proxy.
1.1.1 Benefits of Voting Members. In addition to any other stated benefits in these Bylaws, voting member shall receive as part of their membership privileges copies of all periodic Association publications and a single copy of the transcript of the Association's annual symposium proceedings. Voting members and employees of member firms in a good standing shall also be entitled to advance registration to all Association events prior to notifications of the general public and shall also receive a discount for all registrations to said events as prescribed by the Board.
1.2 Non-voting Membership. An association shall be given to any firm or individual engaged in the sale of allied products, or to interested persons or to bona fide students of members are not eligible to vote or run for office but they may serve on committees of the Association.
1.3 Honorary Membership. A non-voting honorary membership may be granted by the Board of Trustees to any individual, firm, corporation, or institution whom or which the Board deems to have made a significant contribution to the goals of this Association and the perennial industry.
ARTICLE II. MEMBERSHIP DUES
2.1 General. All dues shall be due and payable on October 1st of each year. The Executive Director shall mail a dues notice to every member no later than September 1st of each year. Two periodic reminders shall be mailed to all members not responding to the first dues notice. Members joining the Association after October 1st shall be entitled to all benefits as prescribed for that membership category for the entire year. No dues may be prorated. Members not renewing by January 1 shall receive one written notice that their membership has lapsed.
2.2 Voting Membership Dues. The annual dues for voting members in the Association shall be stated as attached herto.
2.3 Non-voting Membership Dues. The annual dues for non-voting members in the Association shall be stated as attached herto.
2.4 Changes in Dues. All changes in dues for nay category of membership in the Association shall be established by a majority vote of the Board of Trustees.
ARTICLE III - TRUSTEES
3.1 Number of Trustees. The property, affairs, activities, and concerns of the Association shall be vested in the Board of Trustees consisting of no less than eleven (11) members. The Board shall be composed of the President, President-elect, Treasurer, Immediate Past President, and seven (7) members representing 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, Treasurer, and immediate Past President shall be known as Officers.
3.2 Nominations. The Board of Trustees may nominate candidates or solicit nominations by committee for Directors and Officers and shall present such nominations to the Executive Director no less than 90 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 90 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 letter of nomination and the letter from the nominee must be received by the Executive Director not less than ninety (90) days prior to the annual meeting. Such nominees shall appear on the official ballot.
3.3 Election of Officers. The President-elect and Treasurer shall be elected by a majority vote of the votes cast by the membership by mail ballot. The Ballots shall be in the hands of the membership 60 days 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. 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.
3.4 Election of Directors.
Directors serve term of two years may be re-elected to serve a total of 3 terms (6 years.)
As often as possible, elections are held 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.
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 mail ballot. The ballots shall be in the hands of the voting members 60 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.
3.5 Assumption of duties of Officers and Directors. Duly elected Officers and Directors shall assure office at the fall board meeting following the election.
3.6 Duties of Trustees. The Board of Trustees 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 By-laws
(c) Appoint committees on particular subjects from the members of the Board or from other members of the association;
(d) Audit bills and disturb 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 who shall serve at their pleasure and whose responsibilities shall be
determined by the Board.
(i) Write and carry into execution such the measures as it deems proper and expedient to promote the objectives of the Association and to beet protect the interests and welfare of members.
3.7 Meetings of the Board. Regular meetings of the Board of Trustees shall be held during the year. At least two Trustees meetings shall be held, one immediately before or during or after the annual symposium and another in the late fall or winter.
Notice of the meetings, signed by the Executive Director, shall be mailed to the last recorded address of each Board member at least (10) days before the time appointed for the meeting. The president may, when he deems necessary, or the Executive Director shall, at the request in writing of six (6) members of the Board issue a call for a special meeting of the Board and ten (10) days notice of each Board member shall be required for such meetings
3.8 Quorum. Six members of the Board of Trustees shall constitute quorum for the transaction of business. In the absence of the President or President-elect the quorum present may choose a chairman for the meeting. If a quorum is not present, a lesser number may adjourn the meeting to a later time, not more than ten days hence.
3.9 Absence. Should any Trustee be absent unreasonably from two (2) connective 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, and the President may forthwith proceed to fill the vacancy as future specified by these By-laws.
3.10 Vacancies. Whenever any vacancy occurs on the Board of Trustees by death, resignation, or otherwise, it shall be filled without under delay by majority vote by mail ballot of the remaining members of the board. The election shall be held within sixty (60) days after the occurrence of the vacancy. The person so elected shall hold office for the balance of the original term and at the end of that term the interim Trustee’s name shall automatically be placed in nomination as a candidate for that particular Trustee position, if he or she so chooses.
ARTICLE IV OFFICERS
4.1 Number. The Officers of this Association shall be President, President-elect, immediate Past-President, and Treasurer.
4.2 Term. The President shall serve for a term of one (1) year with the option of serving a second year at the discretion of the Board if the President so requests. The maximum number of years a President may serve is two (2). The President-elect shall serve for a term of one (1) year, or two (2) years if the President serves a second (2nd) year. The Treasurer shall serve a two (2) year term and may serve three (3) consecutive terms. The maximum number of years the Treasurer may serve is six (6).
4.3 Method of Election. See paragraphs 3.2; 3.3; 3.4; and 3.5.
4.4 President Does Not Stand for Reelection. In the event that the current president wishes to serve only one (1) year, the President0elect spalls succeed to the office of the President automatically at the conclusion of the term of the current President.
4.5 Duties. The duties of the officers shall be as follows
4.5.1 President. The president shall preside at the meetings of the Association and the Board of Trustees and shall be a member of ex officio, with the right to vote, of all committees that may be created but he Association from time to time. He or she shall also, at the annual meeting fo the Association and such other times as he or she deems proper, communicate to the Association or to the Board of Trustees such matters, and make such suggestions, as many, in his 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.
4.5.2 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.
4.5.3 Treasurer. The treasurer shall keep an account of all ,ones received and expended for the use of the Association and such other duties as may be directed by the Board. At the expiration of the Treasurer’s term all financial records, monies and the properties of the Association shall be turned over to his or her successor. The Treasurer shall prepare and present a semiannual report of payments, expenses and revenue to the Board and 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.
4.6 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.
4.7 Compensation of Officers and Directors. The Officers and Directors shall receive such compensation as the Board shall from time to time determine necessary.
ARTICLE V. MEETINGS
5.1 Annual Meetings. There shall be an annual meeting of members to be held at the same location and during the same time as the Association’s annual symposium. The date and location of the annual meetings shall be set by the Board. Notice of the meetings shall be mailed to the last recorded address of each member at least sixty (60) days before the time for the appointed meeting. All notices of the meetings shall set forth the place, date and time of the meeting.
5.2 Special Meetings. Special meetings may be called by the President the Board at their discretion, but notification to the members must follow the procedure stated in 5.1 above and there must be a special statement stipulation the purpose of said meeting. No business other than that specified in the notice of meeting shall be transacted at any special meeting of the Association. Special meetings may also be called by petition of 50% of all voting members.
5.3 Proxies. No voting member of the Association, Officers, or Directors shall have the right to vote or act by proxy.
ARTICLE VI - AMENDMENTS
These by-laws may be amended, repealed, or altered in whole or in part by a majority of the votes cast by the voting members at any duty organized meeting of the membership of the Association, or by a Board approved mail ballot to the members of the Association.
ARTICLE VII. RULES OF ORDER
The meetings of the Association and the Board of Trustees shall be conducted according to Roberts’ Rule of Order or its latest revised edition, when not inconsistent with the Bylaws of the Association. The president shall appoint from among the Directors a a parliamentarian who shall have a copy of Roberts’ Rule of Order available at each meeting.