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BY-LAWS OF THE
BONSAI SOCIETY OF MIAMI, INC.
A Florida
Nonprofit Corporation
ARTICLE ONE - ORGANIZATION
1. These
By-Laws were originally adopted by the Board of Directors on the first day of June, 1994.
2. The name of this organization shall be THE BONSAI SOCIETY OF MIAMI,
INC., and location of the present
registered office is
11000 Red Road, Pinecrest, Fl 33156.
3. The organization may, at its pleasure, by a vote of a majority of the
members casting ballots, change its name at any time.
4. The organization shall have a seal, which shall be in the following
form:
(SEAL)
5. The
Corporation is a Florida not for profit corporation. No dividends will be paid,
and no part of the income or assets of this Corporation will be
distributed, to its Directors or Officers.
Accordingly, no Director or Officer of this Corporation has any vested
interest or privilege of, in or to the rights,
property, assets, functions or affairs of the Corporation.
ARTICLE TWO -
PURPOSES
The following
are the purposes for which this organization has been organized:
1. To advance the education of its members and the general public in the
aesthetic, historical, scientific, business and social features of the
art of bonsai.
2. To promote the knowledge, interest, appreciation and enjoyment of the art of
bonsai on the part of its
members and the general public
3. To hold meetings and exhibitions in furtherance of these purposes.
4. To provide a forum whereby member Bonsai Societies and individuals may join in accomplishing these purposes as stated herein.
5. To engage, as incident to any of the specific purposes herein, in any lawful
activity consistent with the members' and public's interest which will
further advance and serve the art of bonsai.
6. To conduct its activities without pecuniary gain or profit to any members
hereof.
ARTICLE THREE
- MEMBERSHIP
Membership in
the Society shall be open to all persons who are interested in the art of
bonsai.
ARTICLE FOUR
- MEETINGS
The annual
membership meeting of the Society shall be held on the forty Wednesday
of June, each and every year except if such day be a legal holiday, then and in
that
event the Board of Directors shall fix the day, but it shall not be more than
two weeks
from the day as set by these By-Laws.
The Secretary
or the News bulletin Editor shall mail to every member, in good standings, at his/her
address as it appears in the membership roll book of the Society, a notice
specifying the
time and place of such annual meeting.
Program
meetings of the Society shall be on the forty Wednesday of the month at the
Pinecrest Gardens, located
at 11000 Red Road, Pinecrest, Fl 33156, or as designated by the Board of Directors from time to time.
Board meetings
shall be held monthly, the date, time and place to be determined by
a majority vote of the Board.
Special
meetings of the Society may be called by the President when he/she deems it
to be in the best interest of the Society. Notice of such meetings shall be
given to all
members at their address as they appear in the roll book at least three (3) but
not more
than ten (10) days before the scheduled date set for such special meeting. Such
notice
shall state the reason that such meeting has been called, the business to be
transacted
at such meeting and by whom the meeting was called. Notice of such meeting may
be
sent by tele-fax, telephone or mail.
ARTICLE FIVE - VOTING
At all
meetings, except for the election of officers and directors, all votes shall be
by
voice or by the raising of hands, except that for election of officers and
directors,
nondescript ballot forms shall be provided for anonymous voting.
At any regular
or special meeting, if a majority present so requires, any question may
be voted upon in the manner and style provided for election of officers and
directors.
ARTICLE SIX - ORDER OF BUSINESS
1. Roll Call
/ Attendance.
2.
Reports of
Committees.
3.
Reports of
Officers.
4.
Elections of
Officers and Directors (when required at an annual meeting).
5.
Old and
Unfinished Business.
6.
New Business
7.
Good and
Welfare.
8.
Monthly
Program.
9.
Adjournments.
ARTICLE SEVEN - BOARD OF DIRECTORS
The business of
this organization shall be managed by a Board of Directors consisting
of not less than four (4) members nor more than twelve (12) members in addition
to the
officers of the organization.
The directors
to be chosen for the ensuing year shall be chosen at the annual meeting
of the organization in the same manner and style as the officers of the
organization and
they shall serve for a term of one year.
The Board of
Directors shall be responsible for the control and management of the affairs
and business of this Society. Such
Board of Directors shall only act in the name
of the
Society when it shall be regularly convened by it's chairman, after due
notice
to all
directors of such meeting. A majority of the members of the Board of Directors
shall
constitute a quorum and the meeting of the Board of Directors shall be held as
designated by the Chairman of the Board of Directors.
Each Director
shall have one vote and such voting may not be done by proxy.
The Board of
Directors may make, from time to time, such rules and regulations
governing it's meetings as it may, in it's
discretion, determine necessary, in
addition
to those rules and regulations as set forth herein.
Vacancies
during the year in the Board of Directors shall be filled by a vote of the
majority of the remaining members of the
Board of Directors for the balance of
the
year.
A Director may
be removed when cause exists for such removal.
ARTICLE EIGHT - OFFICERS
The elected
officials of the organization shall be as follows:
1. President.
2.
First Vice
President.
3.
Second Vice
President.
4.
Secretary.
5.
Treasurer.
Any one person
may hold more than one of the above offices, however, if one person
does hold more than one office, that
person shall have only one vote.
The President shall:
1- preside at
all membership meetings and shall, by virtue of his office, be the Chairman
of the Board of Directors.
2- present at each annual meeting of the organization an annual report of the
work of the organization.
3- appoint all committees, temporary or permanent.
4- see all books, reports and certificates as are required by law are properly
kept or filed.
5- have such other powers as may be reasonably construed as belonging to the
Chief
Executive of any organization.
6- have one vote at every meeting of the membership, but this vote shall only be
exercised if it is necessary to break to a tie.
The First Vice President shall:
1- in the event
of the absence of or inability of the President to execute his office,
become Acting President of the organization with all the rights, privileges and
powers
as if the Vice President had been duly executed President.
2- be the program chairperson in charge of coordinating and managing the monthly
programs of the Society in accordance with the purposes set out in article three
above.
The Second Vice President shall:
1- in the event
of the absence of or inability of the President and the First Vice President
to exercise their respective offices, become Acting President of the
organization with
all the rights, privileges and powers as if the Second Vice President had been
duly
executed President and First Vice President simultaneously.
2- duties are to be in charge of coordinating and managing the Annual Auction,
any or
all socials, and being co-chairperson of
the societies Annual Show.
The Secretary shall:
1- keep the
minutes and records of the organization in an appropriate manner. It shall
be the Secretary's duties to file ant certificates required by statute, State or
Federal.
2- give and serve all notices to members of the organization as required by
these By-Laws.
3- be the official custodian of the records and seal of this organization, and
may be one
of the officers required to sign the checks and drafts of the organization.
4- present, at any meetings, any communications addressed to the Secretary of
the Organization.
5- attend to all correspondence of the organization and shall exercise all
duties incident
to the Office of Secretary.
6- provide copies of the minutes from the previous meetings for distribution to
the
members at the board meeting for reading
and acceptance.
7- have one vote at each meeting of the membership.
The Treasurer shall:
1- have the
care and custody of all monies belonging to the organization and shall be
solely responsible for such monies or securities of the organization. The
treasurer shall
cause to be deposited in a regular business bank as directed by the Board of
Directors
all the funds of the Society.
2- or any other officer may sign checks or drafts of the organization. One
signature is
required. No special funds may be set aside without the consent of the Board of
Directors
that shall make it unnecessary for the treasurer to sign the checks issued upon
it.
3- render, at stated periods, as the Board of Directors shall determine, a
written account
of the finances of the organization and such report shall be physically affixed
to the
minutes of such meeting.
4- exercise all other duties incident to the office of treasurer.
5- have one vote at each meeting of the membership.
6- provide copies of the monthly treasurer's report for distribution to the
members at the board meeting for reading and acceptance.
The outgoing
Treasurer shall render, within 45 days after the election of new officers
and directors, a written account of the finances of the organization and the
treasurer
shall further, within said 45 day period, take whatever action is necessary to
close the
existing account or turn over that account to the incoming treasurer. Said
accounts and the written account of the finances of the organization shall be
promptly reviewed
by the Board of Directors, which said Board may, if they deem it necessary,
hire an
independent accountant to verify the written account of the treasurer.
No officers or
directors of this organization, by reason of his office, shall be entitled to
receive any salary or compensation, other than in connection with reimbursement
for expenses, but nothing herein shall be construed to prevent the Board of
Directors from hiring persons and compensating them accordingly. It being
the intention herein that
officers and directors of the organization, as designated by the Board of
Directors, may
be compensated for their expenses in connection with the service to the
organization,
such as travel expenses, postal expenses, telephone expenses, etc. but said
officers
shall not be salaried employees. Nothing herein shall be construed to prevent
the
Board of Directors from hiring outside employees and compensating them
accordingly
when the Board of Directors deems it necessary, such as accountants, attorneys,
and
other persons to perform services for or on behalf of the Association.
ARTICLE NINE - EMPLOYEES
The Board of
Directors shall hire and fix the compensation of any and all employees
which they, in their discretion may determine, may be necessary in the conduct
of the
business of this organization, and in addition, the Board of Directors may, from
time to
time, determine fixed fees to be paid to any officer, director or appointed
official of the organization as a reimbursement for expenses of that particular
official's office, all of
the foregoing subject to the approval of the membership.
ARTICLE TEN - FEES AND DUES
The Board of
Directors may, from time to time, determine any fees or dues of this
organization and may fix and determine the amount thereof.
ARTICLE ELEVEN - COMMITTEES
All members of
committees of this organization shall be appointed by the President
and their term of office shall be for a
period of one year or less if sooner
terminated
by the action of the Board of Directors.
The permanent committees shall be as follows:
1. Membership
2.
Refreshment / Hospitality
3.
Newsletter / Bulletin
4.
Library
5
Show / Exhibit
6.
Publicity
7.
Club Sales
8.
Auction
ARTICLE TWELVE - AMENDMENTS
These By-Laws
may be amended when the proposed Amendment has been submitted
to the Board of Directors with a request that it be submitted at the next annual
or regular meeting of the membership. The request for Amendment to the By-Laws
submitted to
the Board of Directors must be submitted at least 45 days prior to the next
ensuing or
regular meeting. Upon receipt of a request for Amendment to By-Laws, the Board
of
Directors shall instruct the Secretary to send a copy of the proposed Amendment
to
the members, together with the Notice of the next ensuing annual, regular or
special
meeting, and thereafter at such meeting, a vote of the majority of the
membership
may amend the By-Laws.
ARTICLE THIRTEEN - REMOVAL OF OFFICERS, DIRECTORS AND OFFICIALS
The general
membership, at any meeting, by a vote of 75% of those present, may
remove any officer or director of this organization, without cause.
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