Proposed VERSION as of 6/16/2018

BY-LAWS OF THE ATLANTA BONSAI SOCIETY, INCORPORATED

ARTICLE 1

THE SOCIETY

Section 1. The Atlanta Bonsai Society, Incorporated (sometimes referred to as the “Society”) 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 society 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 Atlanta Bonsai Society shall maintain a Post Office box as the official address of the Society. All written communications to the Society shall be directed to this address. The Post Office box shall only be changed upon approval by the Executive Board. The Post Office box shall be maintained by the Treasurer. In addition, information on the Society can be obtained on our website AtlantaBonsaiSociety.com, including contact information to reach our officers.

Section 3. The President of the Society is responsible for the timely filing of all corporate reports during the club year as required by the laws of the State of Georgia.

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 Society. Application by prospective members will be submitted to the Treasurer along with the first year’s payment of dues.

Section 2. Membership in the Society shall be on a calendar year basis and annual membership dues shall be presented by the Executive 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 Society. The membership list will not be distributed to any organization or any non-member individual or organization. Any Society member who desires that his or her name not be published in the club membership list should notify the Society Corresponding Secretary.

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

Article III

SOCIETY LEADERSHIP STRUCTURE

Section 1. The Officers of the Society 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 standing committees, and these positions will also be considered leadership roles within the Society

Section 3. The Board of the Society shall be comprised of the Officers and the appointed Committee Chairs.

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 Society to fulfill said term.

Section 5. All business of the Society 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

A. 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 if a 2/3 majority of active club members approve.

B. The Recording Secretary, Corresponding Secretary, WebMaster, Treasurer, and Committee Chairs do not have term limits as long as the President confirms their service each year.

ARTICLE IV

DUTIES OF OFFICERS

Section 1. The President shall preside at all meetings of the Society and the Executive Board. The President shall coordinate with the officers and Board members on all activities of the Society. 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 Society 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 club meetings.

Section 3. The Recording Secretary shall record all minutes of the Society and Board meetings, and distribute those minutes to all Officers and Committee Chairs. 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 club members and notify members of theBoard of the meetings of said Board. In addition, the Corresponding Secretary will record minutes in the event the Recording Secretary is not present. The Corresponding Secretary also provides general support at club meetings and events.

Section 5. The WebMaster shall manage the Society’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 club meetings and events. Management of club 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 club 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. The source of any income of the Society and the disbursement of funds will only be made upon approval of the Board. 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.

ARTICLE V

COMMITTEES

Section 1. Committees shall be appointed by the President as necessary, and committees whose functions extend beyond a club year shall be reappointed by the current President, if he so elects. The President shall be an ex-officio member of all committees.

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

A. Membership Development Committee: The primary responsibility of this committee is to explore creative and effective approaches for the club 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).

B. Annual Show Committee: The primary responsibility of this committee is to plan and execute the annual Society Bonsai Show. This involves up-front planning and having a process to 1) encourage club members to show trees, 2) ensure sufficient club 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 clubs 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).

C. Society Auction Committee: The primary responsibility of this committee is to plan and execute the annual Society Auction. This involves up-front planning and having a process to 1) select a site for the auction, 2) encourage club members to bring quality items for auction, 3) ensure adequate club members commit to support the auction activities, and 4) arrange for someone to serve as auctioneer.

D. Regional Show Coordination: The primary responsibility of this committee is to organize the club’s annual exhibition at the North Carolina Arboretum show, and also to keep club members aware of other club shows that members may wish to attend and/or show trees

E. Nominating Committee: The primary responsibility of this committee is to identify and encourage club 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.

F. Hospitality Committee: The primary responsibility of this committee is to help support the Society’s mission to build fellowship. Specific activities are up to the committee, but could include arranging for food to be brought in to club meetings, helping to coordinate the annual December party, and exploring other creative options or events to further build fellowship within the club.

ARTICLE VI

MEETINGS

Section 1. It shall be the policy of the Society to conduct regular membership meetings approximately each month. Notice of each monthly meeting will be posted on the Society website.

Section 2. The Annual Meeting will be held sometime in 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 Society website.

Section 3. Regular Board meetings will be held at least quarterly at a time and place selected by the President and approved by the Board.

Section 4. 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 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 Society meeting when elections are to take place (every two years), the slate of nominees by the Nomination Committee shall be presented to the membership by the Chair of the Nominating Committee

Section 3. Further nominations will be accepted from the floor at the meeting with the nominee’s approval before being voted on by the membership.

Section 4. The Chair of the Nomination Committee shall conduct the election. If there is only one candidate for a given position then the slate proposed by the Nominating Committee shall be accepted. If there is more than one nominee for the same office, the candidate with the largest number of votes cast by those present shall be elected.

ARTICLE VIII

VOTING

Section 1. Election of the President or Vice President(s) as provided in Article VII shall be by standing vote. The President will require that only members vote and will certify the results of the election. 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. Voting on amendments to the By-Laws shall require a majority of two-thirds (2/3) of the votes cast for adoption. Amendments must be presented at one monthly Society meeting and voted on at the next monthly Society meeting. An announcement will be made on the Society website specifying the meeting date on which amendments are to be voted upon. Such announcements shall provide access to either the texts of any proposed amendment or a written description of the substance of the proposed amendments.

ARTICLE IX

FUNDS

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

ARTICLE XI

DISSOLUTION

Upon dissolution of the Corporation, the Executive Committee shall, after paying all liabilities of the Corporation, and 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 Society shall be governed by Robert’s Rules of Order, newly revised, unless specified by Amendments to these By-Laws