NAPA VALLEY ORCHID SOCIETY CONSTITUTION
Article I – Name
The name of the organization shall be THE NAPA VALLEY ORCHID SOCIETY, a corporation organized under the laws of the
State of California as a not for profit educational and scientific horticultural organization.
Article II – Objective
The purpose of this organization shall be:
To acquire and distribute to the members practical and scientific information regarding the location, growth and appreciation of orchids in their native
habitats to foster and encourage the culture, propagation, hybridization and preservation of orchids of every variety. To disseminate the foregoing information by
meetings, lectures, demonstration, seminars, exhibits and orchid publications. To cooperate with, and take part in, activities of other orchid organizations whose
purposes are similar to those of this Society.
Article III – Officers
The elective officers of this Society shall be a President, a Vice-President, a Secretary, a Treasurer and four Board members, one of whom may be the
immediate past President. These eight shall also comprise the Board of Directors (Executive Board), each having an equal vote. The President and
Secretary shall also serve as Chairperson and Secretary, respectively, of the Board. All positions are voluntary; no officer shall receive remuneration for
serving in his/her elected capacity.
BY-LAWS
ARTICLE I – Meetings
Section 1. Regular meetings shall be held on a monthly basis; the meeting date to be determined by the membership.
Section 2. Special events or special meetings may be arranged by Committee with the approval of the Executive Board.
Section 3. Guests may attend any regular meeting, but no person eligible to membership shall attend as a guest more than two meetings a year.
Name of the guest attending a meeting shall be entered in a guest book provided by the Secretary/Treasurer.
Section 4. Members may bring guests to Special Events.
Article II – Membership
Section 1. Membership is open to all persons interested in the objectives of the Society. An individual may become a member upon payment of annual dues.
Section 2. ACTIVE MEMBERS shall participate in all activities of the Society. They shall be willing to give of their time and talent to further
the stated objectives of the society. They shall be entitled to make motions, vote and hold any office in the Society Youth Membership shall be a minor
up to the age of 18 and shall pay dues equal to 1/3 of the active member’s dues and shall have all the rights of an active member
Section 3. LIFE MEMBERSHIP may be voted by the membership to any person who has performed a substantial service to the Society.
The title of LIFE MEMBER shall carry with it all of the privileges and obligations of the Society, except for the requirement to pay annual dues.
Article III – Duties of Officer
Section 1. The President shall assume leadership of the Society; preside at all meetings of the Society and the Executive Board.
He/she shall direct the Secreatary/Tresasuer to report eh action and recommendation's) of the Executive Board at the next regular meeting.
He/she shall appoint all committees and shall be ex-officio member of all committees except the Nominating Committee.
Chairpersons of Standing Committees may be invited to attend meetings of the Executive Board at the discretion of the President.
Section 2. The Vice-President shall assume the President in his/her absence. The Vice-President may be the Program Chairperson. It shall be the duty of the
Program Chairperson to plan the entire program for the year, which includes: theme, speakers, workshops, films or slides and whatever materials are
required to develop the program.
Section 3. The Secretary shall keep minutes of meetings, regular and Executive Board, and shall report actions and recommendations
of the Executive Board at regular meetings. He/she shall be custodian of all papers pertaining to the Society.
Section 4. The Treasurer shall be responsible for all money belonging to the Society and shall disburse such funds according to the direction
of the Executive Board. Disbursement of money shall be made by check in the name of the Society and signed by the Treasurer and the President
or Vice President or one other member of the Society designated by the President. Funds in excess of $100.00 must be
approved by the Executive Board. The financial books shall be audited prior to the date of the January meeting when the annual report shall
be made. Preparation of an annual budget, which shall be reviewed and approved by the Executive Board, will be presented at the January meeting.
Section 5. The Executive Board shall: Have general charge of the affairs of the Society. Act as a finance Committee and approve payment of all bills.
Appoint an auditing committee to examine the accounts of the Secretary/Treasurer and present a report to the membership. Fill vacancies of unexpired terms
of officers. Act in any emergency for the Society shall meet no less frequently than every other month Shall not act on matters of new policy or of
great concern to the Society, except in an adversary capacity.
Article IV – Election of Officer
Section 1. The nominating committee shall consist of three members appointed by the President at the August meeting. They shall present the names
of suitable candidates for offices to the Society at the September meeting.
Section 2. The officers shall be elected at the October meeting each year and installed at the January meeting. Each officer shall hold office until his/her
successor has been installed. Nonmember shall hold the office of President for more than two consecutive Terms. Terms of office for all officers shall be
two years. With the President, Vice President and two Board members being elected for the odd numbered of years, and the Secretary and Treasurer and two
Board members being elected for the even numbered years.
Section 3. Officers shall be elected by a majority of the members present.
Section 4. If there is only one candidate for an office and no nomination from the floor, and if unanimous consent is given to set aside the rule to
vote by ballot, election may be by acclamation.
Article V – Revenue
Section 1. Monies with which to carry out the objectives of the Society shall be generated from: annual membership dues, a plan sales table at meetings,
public sales, donations, interest on any savings and any other authorized legal source.
Section 2. Annual membership dues shall be for the first member, which shall include one other family member living at the same address. Annual dues becoming
due and payable at the January meeting and paid by the March meeting to retain membership.
Section 3. The Executive Board shall, from time to time, review the amount for dues and recommend reassessment if needs indicate a change in the amount of the dues.
Section 4. Public sales shall be conducted in accordance with the laws of the State of California. Sales tax shall be collected and remitted, as specified, to the Sate Board of Equalization.
Section 5. No member of the Society shall benefit financially from the revenues generated by the Society.
Article VII – Affiliation
Section 1. The Society shall maintain affiliated society membership in the American orchid Society and the orchid Digest Corporation
(both of which are tax exempt organizations under IRS Section 501 3). The President shall appoint two members of the Society to serve as the Society representatives to the
American Orchid Society and Orchid Digest Corporation
Section 2. Members of the Society are strongly encouraged to also become members of the American Orchid Society and/or the Orchid Digest corporation.
Article VII – Quorum
Section 1. Thirty-five (35%) of the members in good standing shall constitute a quorum to transact Society business.
Section 2. A quorum of the Executive board shall consist of a majority of the Board members.
Article VIII – Parliamentary Authority
Section 1. When no specification has been made to the contrary in these bylaws, the parliamentary authority shall be Robert’s "Rules of Order", latest edition.
Article IX – Amendment
Section 1. These Bylaws may be amended at any regular meeting by a two-thirds vote of a quorum of the membership,
providing the proposed amendment's) have been presented in writing at a previous meeting.
Article X – Liability
Section 1. Neither the Executive Board, nor any member or office, shall have the authority to bind the members or the individual Directors of Officers of the Society, personally.
Section 2. All persons or corporations extending credit to, contracting with or having any claims) against this Society, shall look only to the funds and property of this society
for payment of debt, damage, judgment or decree, or any money that may otherwise become due and payable to them from this Society, so that neither the members, nor the
Directors, nor the Officers, present or future, shall be personally liable, therefore.
Article XI – Miscellaneous Rule
Section 1. The membership may, at its discretion, acknowledge personal event such as marriages, births, deaths, etc. of members and/or friends of the Society, buy
an appropriate card, gift or donation. In the event of the death of a member in good standing, the Society shall send a donation in his/her memory, an amount to
be at the Boards discretion to the American Orchid Society of the Orchid Digest Corporation. Any officer of the Society may send or approve such acknowledgement
Section 2. All members regardless of committee assignments, shall be expected to work, to the extent of their ability on all projects of the Society.
Article XII – Disposition of Fund
Section 1. In the event of dissolution of the Society, after payment of all legal obligations, any funds remaining in the Treasury shall be disbursed
to the Orchid Research Programs of the American Orchid Society and/or the Orchid Digest Corporation.