DRAFT VERSION as of 7/28/2018

Updated July, 2018

BY-LAWS OF THE ATLANTA BONSAI SOCIETY, INC.

ARTICLE 1

THE ATLANTA BONSAI SOCIETY, INC.

Section 1. The Atlanta Bonsai Society, Inc. (sometimes referred to as the “ABS”) was incorporated in DeKalb County under the laws of the State of Georgia on July 16, 1973, as a non-profit organization and will not operate in any manner which would result in financial gain or profit to any member. The purpose of the ABS is to share the joy and beauty of Bonsai through fellowship, information sharing, and opportunities to learn from some of the best Bonsai artists in the country.

Section 2. The ABS shall maintain a Post Office box as the official address of the ABS. All written communications to the ABS shall be directed to this address. The Post Office box shall only be changed upon approval by the Board. The Post Office box shall be maintained by the Treasurer. In addition, information on the ABS can be obtained on our website AtlantaBonsaiSociety.com, including contact information to reach our officers.

Section 3. The President of the ABS is responsible for the timely filing of all corporate reports during the club year as required by the laws of the State of Georgia or Federal forms to maintain 501c3 status. In addition the President will ensure that insurance provisions will be maintained for indemnification of Directors and Officers of ABS (minimum $1 million coverage) and general liability insurance (in an amount deemed appropriate by the Board).

Section 4. The Atlanta Bonsai Society, Inc. logo or other intellectual property may not be used in any manner which would result in financial gain or profit to any member, in whole or part.

ARTICLE II

MEMBERSHIP

Section 1. Any person interested in bonsai shall be eligible to apply for membership in the ABS. Application by prospective members will be submitted to the Treasurer along with the first year’s payment of dues. New member applications are subject to Board approval in accordance with the articles of incorporation, and any member not approved by the Board will be reimbursed their membership fees.

Section 2. Membership in the ABS shall be on a calendar year basis and annual membership dues shall be presented by the Board each year. Annual membership dues for active members are due each January 1 of a calendar year and any member whose dues are not paid by April 1 of said calendar year shall be dropped from the membership roll. Members so dropped may be reinstated during the same calendar year. Dues are not refundable on resignation, nor prorated.

Section 3. The Corresponding Secretary will maintain the membership list of the ABS. The membership list will not be distributed to any organization or any non-member individual or organization. The Corresponding Secretary will make the list available to members in accordance with Section 14-3-720 (2010) of the Georgia non-profit code.

Section 4. Members in good standing shall be entitled to one vote per membership on all matters brought before the ABS.

Article III

ABS LEADERSHIP STRUCTURE

Section 1. The Officers of the ABS shall consist of: President, Vice-President(s), Recording Secretary, Corresponding Secretary, WebMaster, and Treasurer.

Section 2. The President shall appoint Chairs for each of the membership committees (described in Article V), and these positions serve at the discretion of the President.

Section 3. The Board of the ABS shall be comprised of the Officers and a subset of appointed membership committee Chairs and/or members at large. Per the articles of incorporation the number of Board members shall be at least three but not exceed 10. The addition of non-officer Board members to the Board can be proposed by the President and voted on by the membership at annual elections.

Section 4. If the President resigns, a Vice-President shall become the President until the end of the preceding President’s term. In the event any other officer or Committee Chair resigns or is unable to fulfill their term of office, the President shall appoint a member of the ABS to fulfill said term.

Section 5. All business of the ABS will be conducted by the Board at a scheduled meeting of said Board. The Board shall meet at least once during a calendar quarter. The President will schedule the meeting, and the Corresponding Secretary will notify each member of the Board as to the time and place for each meeting at least five (5) days before the date of the meeting. Attendance at board meetings may be in person, or virtually by electronic media.

Section 6. Term of Office

  1. The President and Vice-President(s) shall serve for a term of two (2) years, but shall serve no more than two (2) consecutive terms. In the event that there is not a candidate for replacing a President or Vice President who has reached their term maximum, the current President or Vice President may continue for an additional term subject to an affirmative vote as described in Article VIII.
  1. The Recording Secretary, Corresponding Secretary, WebMaster, Treasurer, and Membership Committee Chairs do not have term limits as long as the President confirms their service each year.
  1. Non-officer Board positions shall serve a term of one (1) year, without term limit.

ARTICLE IV

DUTIES OF OFFICERS

Section 1. The President shall preside at all meetings of the ABS and the Board. The President shall coordinate with the officers and Board members on all activities of the ABS. The President is responsible for appointing (and removing) the Corresponding Secretary, Recording Secretary, WebMaster, Treasurer, and all Committee Chairs.

Section 2. The Vice-President(s) shall assist the President in the operation of the ABS and shall preside at all meetings in the absence of the President. In addition, the Vice-President(s) are responsible for Programming which includes selecting venues and guest artists (including selecting the judge for the Annual Show) and managing workshop attendance for monthly ABS meetings.

Section 3. The Recording Secretary shall record all minutes of the ABS Board meetings, and distribute those minutes to all Board members. In addition, the minutes will be provided to any other club member who so requests. The Recording Secretary shall also provide support during club elections as described in Article VIII.

Section 4. The Corresponding Secretary shall maintain a roster of active ABS members (defined as members granted life time membership status, and members who are current in paying annual dues). In addition the Corresponding Secretary shall notify members of the Board of the meetings of said Board and record minutes in the event the Recording Secretary is not present. The Corresponding Secretary also provides general support at ABS meetings and events.

Section 5. The WebMaster shall manage the ABS’s electronic media including but not limited to the: website, event calendar, email list, and Facebook account. The electronic media tools and content shall be kept up to date based on information provided by Board members, including notices regarding ABS meetings and events. Management of ABS mass electronic communications (such as email) are also the responsibility of the WebMaster. The WebMaster will also work to enhance the functionality of these electronic media based on input from ABS members.

Section 6. The Treasurer shall collect all monies and pay all bills and maintain a detailed record of the sources and disbursements of said funds. At a Board meeting held during the first quarter of each calendar year, the Treasurer will present a detailed Treasurer’s report to the Board for examination. At the discretion of the Board, information on sources and disbursement of funds will be made available to members if so requested. Authorization of funds will be as defined in Article IX.

ARTICLE V

MEMBERSHIP COMMITTEES

Section 1. Membership committees (i.e., committees comprised of ABS members, but not per se Board committees) shall be appointed by the President as necessary, and membership committees whose functions extend beyond a calendar year shall be reappointed by the current President, if he so elects. The President shall be an ex-officio member of all membership committees.

Section 2. The President shall determine the number and responsibilities of membership committees (and as mentioned previously, appoint committee Chairs). Membership committee Chairs may add members to their membership committees as needed to support execution of their responsibilities. The following membership committees are recommended based upon past experience:

  1. Membership Development Committee: The primary responsibility of this committee is to explore creative and effective approaches for the ABS to attract new members and provide mechanisms to support new members in particular for their first year or two, (e.g., new member welcome kit, establish some form of a mentor type program).
  1. Annual Show Committee: The primary responsibility of this committee is to plan and execute the annual ABS Bonsai Show. This involves up-front planning and having a process to 1) encourage ABS members to show trees, 2) ensure sufficient ABS members commit to support the set-up and take down activities, 3) consider ways to best publicize the show, and 4) coordinate with vendors and other Bonsai organizations who might wish to participate. The Chair should also propose to the Board the rules and guidelines for the show (e.g., competitive or not, number of trees per member, etc).
  1. ABS Auction Committee: The primary responsibility of this committee is to plan and execute the annual ABS Auction. This involves up-front planning and having a process to 1) select a site for the auction, 2) encourage ABS members to bring quality items for auction, 3) ensure sufficient numbers of ABS members commit to support the auction activities, and 4) arrange for someone to serve as auctioneer.
  1. Regional Show Coordination: The primary responsibility of this committee is to organize the ABS’s annual exhibition at the North Carolina Arboretum show, and also to keep ABS members aware of other Bonsai shows that members may wish to attend and/or show trees
  1. Nominating Committee: The primary responsibility of this committee is to identify and encourage ABS members to volunteer for taking on leadership roles, and prepare a slate of candidates for the position of President and Vice President(s) in advance of each bi-annual election. In addition, the committee can support the President by identifying candidates for other Officer and Committee Chair roles. The nomination process is described in Article VII.
  1. Hospitality Committee: The primary responsibility of this committee is to help support the ABS’s mission to build fellowship. Specific activities are up to the committee, but could include arranging for food to be brought in to ABS meetings, helping to coordinate the annual December party, and exploring other creative options or events to further build fellowship within the ABS.

ARTICLE VI

MEETINGS

Section 1. It shall be the policy of the ABS to conduct regular membership meetings approximately each month. Notice of each monthly meeting will be posted on the ABS website at least 10 days in advance and within 60 days of each meeting and will include the place, date, and time of the meeting in accordance with the non-profit code.

Section 2. The Annual Meeting will be held during the fourth quarter of the calendar year and will include on the agenda (on a bi-annual basis) those items contained in Article VII related to nomination and election of Officers. Notice of the Annual Meeting will be posted on the ABS website.

Section 3. ABS meetings that require member approval for critical items (e.g. by-law modification, officer elections … as opposed to routine club matters) will be posted on the website and an email will be sent to members at least 10 days in advance and within 60 days notifying them of the description of any matter that must be approved by members at the meeting.

Section 4. Regular Board meetings will be held at least quarterly at a time and place selected by the President and approved by the Board. A quorum of the Board consisting of at least five members (and must include either the President or a Vice-President) need to be physically or virtually present before a Board meeting can be called to order.

ARTICLE VII

NOMINATION PROCESS

Section 1. The Chair of the Nominating Committee should prepare a slate of candidates for the bi-annual election of the President and Vice-Presidents (including current position holders who have not termed out and/or other members interested in running for the position). Nominees by the Nominating Committee must agree to their nomination before being presented to the general membership.

Section 2. As the final order of business at the annual ABS meeting when elections are to take place (typically every two years), the slate of nominees by the Nomination Committee shall be presented to the ABS members by the Chair of the Nominating Committee

Section 3. Further nominations for President and/or Vice President positions will be accepted from the floor at the meeting with the nominee’s approval before being voted on by the membership.

Section 4. Should there be a non-officer Board member up for election, the President will submit the candidate or candidates names to the members. At the discretion of the President, more then one candidate per non-officer Board position could be presented.

Section 5. The Chair of the Nomination Committee shall conduct the election. If there is only one candidate for a given officer position then the slate proposed by the Nominating Committee shall be accepted. If there is more than one nominee for the same officer position, the candidate with the largest number of votes cast by those present shall be elected. Non-officer Board positions will require an affirmative vote per Georgia non-profit code guidelines described in Article VIII.

ARTICLE VIII

VOTING

Section 1. Election of the President or Vice President(s) and any non-officer Board position as provided in Article VII shall be by standing vote. Per Article II Section 4, each membership will be entitled to one vote. In the event of more than one nomination for a position, it will be necessary for the Recording Secretary to verify that only members vote and the Recording Secretary will certify the results of the election.

Section 2. Consistent with the Georgia non-profit code, the quorum requirement for ABS membership voting will be set at 10% of the votes entitled to be cast at the meeting. In other words, 10% of all active members (i.e., lifetime membership and current due paying members) who are entitled to vote. If a quorum is present at a meeting of members, then again consistent with the Georgia non-profit code, an affirmative vote is a majority of the votes cast.

ARTICLE IX

FUNDS

Section 1. The funds of the ABS shall be expended only by order of the Board. No member or group of members may incur any indebtedness in the name of the ABS without the approval of a majority of the members of the Board.

Section 2. The President and Vice-President(s) shall have access to an annual discretionary spending limit approved by a simple majority of the Board. Expenditure up to this limit may be made without prior approval or other action of the Board. Reimbursement of the expenditures shall be made after filing an expense report to the Treasurer.

ARTICLE X

EXHIBITIONS

Section 1. All meetings, exhibitions and field trips are attended by members at their sole election and the ABS assumes no responsibility for personal injury, loss or damage to any property or plant material.

Section 2. Any exhibition or any other activity in the name of the ABS must have the approval of the Board

ARTICLE XI

DISSOLUTION

Upon dissolution of the Corporation, the Board shall, after paying all liabilities of the Corporation, dispose of the assets to a non-profit organization selected by the Board as it sees fit.

ARTICLE XII

RULES OF ORDER

The business of the ABS shall be governed by Robert’s Rules of Order, newly revised, unless specified by Amendments to these By-Laws