Adopted February 15, 2003
The name of this organization is the Southeast Chapter American Bamboo Society, Inc.
The purpose of the Chapter shall be to promote knowledge of and interest in the plants of the Tribe Bambusaceae, Family Poaceae (syn. Graminae): to present educational programs about bamboo, including meetings, classes and publications; to encourage the growth and propagation of bamboo by botanical gardens; to aid in the importation and quarantine of bamboo according to USDA guidelines; to provide support facilities where records, books, publications and other pertinent information will be made accessible to the Chapter's members and to the general public; to engage in and encourage such projects and research as may further the best interests of the community and the objectives of the Chapter; to co-operate with other organizations, foundations and institutions in the furtherance of its objectives and interest in the knowledge of bamboo.
Said Chapter is organized exclusively for charitable, educational and scientific purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code.
Notwithstanding any other provision of these articles, the Chapter shall not carry on any other activities not permitted to be carried on (a) by a group exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code or (b) by a group, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code or the corresponding section of any future code.
Active membership shall be open to anyone who has a genuine interest in bamboo and subscribes to the purposes and policies of this Chapter. Memberships shall not be restricted on the basis of race, religion, sex or national origin. Membership classifications shall be determined by the Board of Directors. All applications for membership shall be submitted to the Membership Chairperson and accompanied by dues.
Memberships are non-transferable. Each member is entitled to one vote and shall be entitled to examine Chapter records and attend meetings of the Board of Directors, but without voting rights on the Board.
Members are not subject to attachment.
4.1 BOARD OF DIRECTORS
The Southeast Chapter of the American Bamboo Society shall be governed by an elected Board of Directors composed of seven or more members who shall be in good standing for a minimum of one (1) year and whose primary Chapter is the Southeast Chapter of the American Bamboo Society. Duly elected Officers are automatically members of the Board of Directors.
4.2 POWERS AND DUTIES
The Board of Directors shall have the following duties: to nominate officers annually from the membership; to establish policies, bylaws and goals; to direct business, educational and social affairs of the Chapter; to authorize expenditures of funds; to establish such standing and temporary committees as it deems necessary to ensure the proper functioning of the Chapter.
4.3 DELEGATION OF AUTHORITY
The Board of Directors may grant authority to designated officers to take action on certain matters without the approval of the Board of Directors.
4.5 TELEPHONE MEETINGS
The Board of Directors is authorized to conduct all meetings by telephone conference calls, the Internet or other remote or electronic means.
A majority of directors constitute a quorum.
Directors and alternates shall be subject to removal from the Board for just cause by a two-thirds (2/3) vote of the Board.
The Directors shall appoint an Auditing Committee who shall audit the Treasurer's accounts at the end of the Treasurer's term/change or at the demand of the Board of Directors.
V. MEMBERSHIP MEETINGS
5.1 REGULAR MEETINGS
Regular meeting of the Chapter shall be held at dates set by the Board of Directors with notice sent to the membership prior to the scheduled meeting date.
5.2 ANNUAL BUSINESS MEETING
The regular meeting to be held annually shall be known as the Annual Business Meeting and shall be for the purpose of installing new officers and other new business that may arise. This meeting shall be held every February, at a specific date, time and place to be announced by the Board of Directors and/or announced in the preceding quarterly newsletter. Such notice will serve as the required annual meeting notice to the membership.
5.3 QUORUM AND MEMBER VOTING
A quorum for the membership shall consist of 10% of the current listed general membership; a quorum for voting on a mail ballot sent by the Board of Directors shall be the total number of returns of said ballots within the specified time limit (posted on that ballot) from the general membership. E-mail ballots will be considered the same as mail ballots. Members can vote in person, by mail or e-mail and can appoint a proxy to cast their ballot. Each membership is entitled to one vote; couples can divide their vote 1/2 vote to each party.
A nominating committee of no less than two (2) members shall be appointed by the Board of Directors. It shall be the duty of the Nominating Committee to nominate candidates for the vacant Board positions to be filled. Nominations must have nominees consent.
6.2 ELECTIONS AND TERMS
Directors shall serve for a tern of three (3) years. Terms shall be staggered. The existing Directors shall draw lots to determine who shall initially run for election and who shall sever one (1) or two(2) years at a three (3), two (2), two (2) ratio. Two (2) alternate Directors may be elected/appointed if deemed necessary by the Board of Directors. Alternates shall serve three (3) year(s). Elections will be held at the annual meeting. Terms will start at the conclusion of the annual meeting. Voting can be in person or proxy and ballots can be cast by mail, email, telephone, other electronic or remote means, or in person at the annual meeting.
7.1 PARLIAMENTARY AUTHORITY
7.2 FISCAL YEAR
These Bylaws may be amended by the general membership. Voting can be in person or proxy and ballots can be cast by mail, email, telephone, other electronic or remote means, or in person at any meeting called for that purpose.
7.4 DISTRIBUTION OF INCOME AND ASSETS
No part of the gross receipts or income shall be distributed to any member of officer, except in the form of reimbursement for expenditures made on behalf of the organization. All the Chapter's funds shall be utilized for the furtherance of its purposes and upon its dissolution a determination shall be made by the Directors or members of the distribution of any remaining assets, which assets shall be distributed solely to non-profit organizations recognized under provisions of 505 (c)(3) of the Internal Revenue Code as the governing law, or the corresponding section of any future tax code.
© 2002 Southeast Chapter American Bamboo Society, Inc.