Bylaws

Cape and Islands Orchid Society

Bylaws for the Cape and Islands Orchid Society Inc. (April 1997)

Purpose

All charitable, educational and scientific purposes within the meaning of Section 501 ©(7) of the Internal Revenue Code of 1986 as amended (or any successor provision thereof) (“the Code”), including, but not limited to the following: stimulating interest and providing education in the culture of orchids; to promote the exchange of information in the culture of orchids; promoting the culture of orchids by sponsorship of orchid shows and the distribution of literature; and conducting such other activities and programs in furtherance of the foregoing purposes as may be carried out by a corporation organized under Massachusetts General Laws Chapter 180.

No part of the assets of the corporation (also referred to hereunder as “the Society”) and no part of any net earnings of the corporation shall be divided among or inure to the benefit of any officer or director of the corporation or any private individual or be appropriated for any purposes other than the purposes of the corporation as set forth above except that the corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of its purposes as set forth herein. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (Including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office. It is intended that the corporation shall be entitled to qualify for exemption from federal income tax under Section 501©(7) of the Code and shall not be a private foundation under Section 509(a) of the Code.

Notwithstanding anything else herein provided, the corporation is organized and shall be operated exclusively for educational, charitable, or literary purposes, as said terms have been and shall be defined pursuant to Sections 170(c}and 501c(7) of the Code, or under any successor sections thereto. All powers of this corporation shall be exercised only in such manner as will assure the operation of this corporation exclusively for said educational, charitable, or literary purposes, as so defined, it being the intention that this corporation shall be exempt from federal income lax and that contributions to it shall be deductible pursuant to said sections of said Code, and all purposes and powers herein shall be interpreted and exercised consistently with this intention.

Section 1

General. Any person interested in the cultivation of orchids shall be eligible for membership, regardless of race, creed, color, sex, residence, age, handicap or national origin.

Section 2

Election to Membership. Applicants for membership shall be approved by the Treasurer upon completion of an application form and payment of dues.

Section 3

Annual Dues. Annual dues for members shall be in such amounts as shall from time to time be determined by the Board of Directors {also referred to hereunder as “the Board”), payable by the first day of July beginning the membership year. No dues are refundable except by action of the Board. Any membership terminates if dues are sixty days in arrears, but the membership may be reinstated upon payment of the accrued dues. Resignation from the Society obviates further accrual of dues.

Section 4

Honorary Members. Honorary Members pay no dues; they cannot vote and cannot hold office. Honorary Members may be elected by a majority vote of a quorum of the Board of Directors from persons distinguished in the orchid world, or from persons who have rendered outstanding service to the Society. Honorary Memberships are for the duration of the life of the person so honored unless canceled by subsequent action of the Board.

Section 1

Number and Term. The officers of the Society shall be a President, Vice President, Treasurer and Clerk. The officers shall serve for one year or until their successors are duly elected and qualified. No person shall hold two offices. After serving two consecutive elected terms in the same office, no member shall be eligible for re-election to that office until after the lapse of one year, except for the office of Treasurer (and clerk/secretary).

Section 2

President. The President shall be the chief executive officer of the Society, preside over all meetings of the Board of Directors and of the members, have general and active management of the business of the Society and shall see that all orders and resolutions of the Board and the members are carried into effect. The President shall create Standing Committees and Special Committees and appoint the chairpersons of all such committees.

The President also shall be ex officio a member of all Standing Committees with voting power and shall have the general powers and duties of supervision and management usually vested in the office of a President of a corporation. The President shall, with the Treasurer, sign all written contracts and obligations, unless otherwise provided by special vote of the Board, and no contract shall be valid and binding on the Society unless so signed.

Section 3

Vice President. The Vice President shall perform such duties and do such acts as are prescribed by the Board of Directors or the President. Subject to the provisions of this section, the Vice President shall perform the duties and have the powers of the President in the event of his/her absence or disability. If both the President and Vice President are absent from any meeting, then the Treasurer shall call the meeting to order and a temporary Chairperson shall be elected.

Section 4

Treasurer. The Treasurer shall:

  • (a) have custody of all corporate funds and securities and shall keep in books belonging to the Society full and accurate accounts of all receipts and disbursements;
  • (b) deposit all monies, securities and other valuable effects in the name of the Society in such depositories as may be designated for that purpose by the President or Board of Directors;
  • (c) collect the dues of members and give a full report of receipts and expenditures at regular meetings, notify delinquents and keep a record of all those dropped from membership;
  • (d) disburse the funds of the Society as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President, the Board and the membership at regular meetings and whenever requested by them, an account of all his/her transactions as Treasurer and of the financial condition of the Society.

If requested by the Board, the Treasurer shall keep in force a bond in form, amount and with a surety or sureties satisfactory to the Board, conditioned for faithful performance of the duties of the Treasurer’s office. If requested, the Treasurer’s records shall be audited as soon as practicable following the close of the annual meeting, and at such other time as may be deemed necessary.

Section 5

Clerk. The Clerk shall:

  • (a) keep a true record of all meetings of the Society and of the Board of Directors;
  • (b) have general charge of the records and other general books of the Society other than those kept by the Treasurer, as provided above;
  • (c) conduct the correspondence of the Society and keep copies of the same;
  • (d) give all notices required by statute, bylaw or resolution.

Section 6

Removal. Any officer may be removed from office, with cause, by a vote of a two-thirds majority of the members present at a properly called meeting of the membership at which a quorum is present, provided notice of the proposed removal and statement of cause shall have been included in the notice of such meeting.

Section 7

Vacancy. If the office of any officer or agent becomes vacant for any reason, the membership may choose a successor or successors, by a vote of a majority of the members present and voting at a properly called meeting of the membership at which a quorum is present, who shall hold office for the unexpired term in respect of which such vacancy occurred.

Section 8

General Powers. Subject always to the direction of the Board of Directors, the officers are authorized to do and perform all corporate acts appropriate to carry on the business of the Society.

Section 9

Compensation. The officers shall serve without compensation.

Section 1

Term and Compensation. The Board of Directors shall be composed of the Officers of the Society, the immediate Past President of the Society, the Chairpersons of all the Standing Committees, and two Directors elected at large from the membership. The term of the Directors who are officers and Chairpersons shall commence at the close of the annual meeting at which they are elected or appointed and continue for one year until the close of the next annual meeting. The term of the Directors who are elected at large shall be two years. The two Directors elected at large shall have staggered terms so that each year only one Director is elected.

The Directors shall serve without compensation.

Section 2

General Powers. The control and management of the affairs and business of the Society shall be vested in the Board of Directors, provided that, without the approval of the membership of this Society, the Board shall neither commit the membership of the Society to any projects continuing for more than one year; nor merge or affiliate the Society with any other society, corporation or partnership; nor commit the financial resources of the Society on out-of-the-ordinary expenditures; nor petition for dissolution.

Section 3

Removal. Directors at large and Directors who are chairpersons of Standing Committees may be removed from office with cause by a vote of a two-thirds majority of the members present and voting at a properly called meeting of the membership at which a quorum is present, provided notice of the proposed removal and statement of cause shall have been included in the notice of such meeting.

Section 4

Vacancy. If the office of any Director at large becomes vacant for any reason, the membership may choose a successor or successors, by a vote of a majority of the members present and voting at a properly called meeting of the membership at which a quorum (as defined below) is present, who shall hold office for the unexpired term in respect of which such vacancy occurred. If the office of any Director who is a Chairperson of a Standing Committee shall become vacant for any reason, the President shall appoint a successor who shall hold office until the close of the next annual meeting.

Section 1

General. The Standing Committees shall be: Membership, Program, Hospitality, Show, and Newsletter Committees. The President shall have the authority to establish Special Committees. The President shall appoint the Chairperson and membership of each Standing or Special Committee-

Section 1

Meetings of Members. Meetings of Members shall be held not less than quarterly. The time and place of meetings shall be determined by the Board of Directors and due notification given to the membership, which , u, notification may be included in a membership newsletter. Each regular member shall be entitled to one vote in person. Twenty-five percent (25%) of the total Society membership (excluding honorary members) shall constitute a quorum for the conduct of business. A simple majority shall be required to pass any motion at any meeting of the members, unless otherwise provided.

Section 2

Annual Meeting. An annual meeting of the membership shall be held in the month of May or on such date and at such time and place as the Board of Directors shall designate.

Section 3

Special Meetings. A special meeting of the members may be called at any time by the President, by a majority of the Board of Directors, or by twenty-five percent (25%) of the membership of the Society.

Section 4

Meetings of the Board of Directors. Meetings of the Board of Directors shall be held at such places and times as called by the President or by a majority of the Board. A quorum for the transaction of business at any meeting of the Directors shall consist of four members of the Board then in office. A simply majority shall be required to pass any motion at any meeting of the Board.

Section 5

Procedure. Meetings shall be conducted in accordance with Roberts Rules of Order (Revised).

Section 1

Nominating Committee. In the month of March of each year, the President shall appoint a Nominating Committee consisting of a Chairperson and two other members of the Society. The nominating committee shall prepare a slate of candidates for election to each office and for the Director at large, to be presented to the membership at the annual meeting. Society members may also nominate additional candidates from the floor at the annual meeting. Candidates for election shall be members in good standing of the Society.

Section 2

Election. The officers and Directors of the Society shall be elected by a majority of the membership present and voting at the annual meeting. Such election shall be by ballot cast in person, or, in the case of no contest, by acclamation, if so moved and carried. A simple majority of the votes cast is sufficient for election.

Section 3

Fiscal Year. The fiscal year of the Society shall begin on 1 July and end on 30 June of each year.

Section 1

How Effected. These bylaws may be amended or repealed by the affirmative vote of two thirds of the members present and voting at any regular or special meeting at which a quorum is present, if written notice of the proposed amendment be contained in the notice of the meeting.

Section 1

Distribution of Assets to Charitable Institution. Except as may otherwise be required or permitted by law, the corporation may at any time authorize a petition for its dissolution to be filed with the Supreme Judicial Court of the Commonwealth of Massachusetts pursuant to Section 11 A of Chapter 180 of the Massachusetts General Laws by the affirmative vote of a majority of the total number of the directors of the corporation then in office; provided, however, that in the event of any liquidation, dissolution, termination, or winding up of the corporation (whether voluntary, involuntary or by operation of law), the property or assets of the corporation remaining after providing for the payment of its debts and obligations shall be conveyed, transferred, distributed, and set over outright to one or more educational, charitable, or literary institutions or organizations, created and organized for nonprofit purposes similar to those of the corporation, contributions to which nonprofit institutions or organizations are deductible under Section 170© of the Code and which qualify as exempt from income tax under Section 501©(7) of such Code as such sections may, from time to time, be amended or added to or under any successor sections thereto, as a majority of the total number of the directors of the corporation may by vote designate and in such proportions and in such manner as may be determined in such vote; provided, further, that the corporation’s property may be applied to charitable, literary or educational purposes in accordance with the doctrine of cy pres in all respects as a court having jurisdiction in the premises may direct.

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