THE PALM SOCIETY OF SOUTHERN
CALIFORNIA
By-Laws - May 18, 2002
I. NAME: The Palm Society of Southern California, AKA, The
Palm Society of Southern California,
Chapter of the International Palm Society.
II. OBJECTIVES: The Southern California Chapter of the International
Palm Society, Inc. shall at all times be operated solely and exclusively for
scientific and or educational purposes related to the study of palms, their
propagation, culture, conservation, care, development and promotion.
III. DEFINITIONS:
A.
Directors: All the members of the Board of
Directors who have the right to vote.
B. Board of
Directors: All
the Officers and Board Members as outlined below shall constitute the Board of’
Directors. Its purpose is to conduct Society business, hold meetings and
vote.
C. Officers: The President, Vice President,
Treasurer, Secretary and the four Area Chairpersons.
D. Board
Members: The
Membership Chairperson, Palm Journal Editor, Scientific Editor, Production
Chairperson, Publicity Chairperson, Bookstore Chairperson, the Back Issues
Chairperson, Seedbank Chairperson, the Immediate Past President, Auction
Coordinator and any At-Large Board Members as established by the Board of
Directors.
E. Member: An individual, including spouse
and or designated other (or designated individual representing an institution,
Botanical Garden, Public Park, company or commercial entity) who has a
current paid or complimentary membership in the Society.
F. Life Member: A member who has paid the life
membership fee as determined by the Board of Directors, who receives a
subscription to the Palm Journal for Life.
G. Patron
Member: A
member who has paid the patron member fee as determined by the Board of
Directors, who receives a subscription to the Palm Journal for Life, and
special recognition in each issue of the Palm Journal. A Life Member may,
upgrade to the status of Patron Member by paying the difference between what
was paid to become a Life Member then, and the current Patron Member fee.
H. Complimentary
Member: An
individual or group who shall be granted an annual membership in the Society as
determined by the Board of Directors.
I. Quorum: Half of the voting Board of
Directors plus one. Board members holding more than one position have only one
vote.
J. Voting Member: Any
member as defined above.
IV. MEMBERSHIP:
A. Any person or entity interested
in palms may become a member of the Society upon receipt of current dues
payment.
B.
Members who fail to pay dues within a reasonable period of time as determined
by the Board of Directors shall be dropped from the membership rolls.
C. The Board of Directors may
select as a complimentary member any person or entity who has rendered unusual
or outstanding service in the field of palms. Complimentary membership confers
membership privileges for one year, unless stipulated otherwise by the Board of
Directors.
D. Complimentary memberships shall
be reviewed annually by the Board of Directors.
V. DUES:
A. An annual dues fee is a
requirement for membership in the Society, except as otherwise stipulated
herein.
B. The amount of the dues will be
set from time to time by the Board of Directors.
C. New life memberships for
companies or trusts are not available.
VI. POLICIES:
The Board of Directors shall adopt policies of conduct
of business and functions as required. These shall be maintained in a “Policy
Folder” by the Secretary and distributed with the By-Laws as required. See Policies attached. A 2/3’s vote by the
board of directors is required for any policy changes.
VII. NOMINATIONS AND ELECTIONS:
A. Candidates for the Board of
Directors may be nominated by any member in good standing. Members may nominate
themselves.
B. All nominations put forth must
have the approval of the nominee and be seconded by another member in good
standing.
C. All nominations, with
seconds and a brief biography must be submitted to the President by August 15th
of even numbered years.
D. The president shall present
the election slate with all nominations at the September meeting to
the Board of Directors.
E. Election ballots shall be sent
by separate mailer via first class postage to each member in good standing by
the end of September.
F. All ballots are due back at the
Board selected return address by Nov. 15th.
VIII, OFFICERS AND BOARD MEMBERS:
The following are the Officers and Board Members of the
Society:
A. President:
(1) Chairs all
Board of Director Meetings.
(2) Votes only
to break a tie.
(3) Serves as
Master of Ceremonies at the Annual Banquet.
(4) Assists the
Area Chairpersons with meetings as requested.
(5) With the
approval of the Board of Directors, appoints committees and subcommittees (if
needed), and chairpersons, as required.
(6) Prepares
agendas for all Board meetings in a timely manner.
(7) May sign
checks drawn on Society funds according to the By- Laws.
(8) Shall sign
and make contract agreements in the name of the Society, with the approval of
the Board of Directors.
(9) Is
responsible for all legal notices, documentation and reports that may be
required, however, the President may delegate this responsibility as needed to
other qualified board members.
(10) Shall be
limited to two consecutive terms in office and a maximum of four lifetime
terms.
(11) A partial
term as President shall not contribute toward the maximum lifetime four-term
limitation.
B. Vice President:
(1) Shall act as
an assistant to the President, and assist at Area meetings as required.
(2) Shall act
with the powers and duties of the President in the event of the President’s
absence or inability for any reason to perform any duty or responsibility of
his office.
(3) If the
office of President becomes vacant, the Vice-President shall become President
for the remainder of the unexpired term, and a new Vice- President shall be
appointed by the Board of Directors at the next meeting, to fill the unexpired
portion of the vice-president’s term.
(4) May sign
checks drawn on Society funds according to the By-laws.
(5) Shall
prepare ballots and bios for mailing for the election.
(6) Shall act as
a liaison for Inter-Chapter Relations and between the Board of Directors and
the web-master.
(7) Shall make a quarterly report to I.P.S.
on the activities of the Society for inclusion in the I.P.S. 'PALMS'.
(8) Shall assist
in distributing Society announcements and Society promotion.
C. Secretary:
(1) Shall take
minutes of Board of Directors’ meetings.
(2) Shall e-mail
copies to all board members within two weeks after the recently held board
meeting.
(3) Shall
maintain written meeting records as required per California State Law and shall
pass those records on to whoever succeeds him/her in the Secretary position.
D. Treasurer:
(1) Shall
establish and maintain a checking account and receive, disburse and have charge
of all funds and securities held in the name of the Society, in such bank, as
the Board of Directors shall deem suitable.
(2) Certificate
of Deposit accounts shall require the signatures of both the President and
Treasurer for withdrawal.
(3) Shall make
such investment of Society funds as determined by the Board of Directors.
(4) Shall make a
financial report at all Board of Directors meetings and shall make a general
financial report to the membership to be published in the Palm Journal.
(5) Funds
received from Patron and Life Members shall be placed in a separate account
from other funds received by the Society, for the purpose of obtaining interest
to be applied to the cost of the Palm Journal for those members.
(6) Shall receive all money obtained by the
Society and give the President and significant auction donors a written report
when the amounts received are totaled. This report will include a list of
donors and the amounts their palms netted to the Society.
(7) May sign checks drawn on Society funds.
(8) May process claims for reimbursement of
expenses, which should be submitted within 90 days of the date on the receipt
(9) Is responsible for completion of all
Federal and State tax returns as prescribed by law.
E. Membership Chairperson:
(1) Receives membership applications and dues
of members.
(2) Maintains a database of the membership.
Enters the member’s name, address and status, etc., in the computer, and
routinely updates the database. Maintains lists of Patron, Life and Regular
Members, and those receiving Complimentary subscriptions.
(3) Forwards reports and funds received to
the Treasurer in a timely manner.
(4) Advises Back Issue Chairperson via
reports and labels of members missing journals.
(5) Advises Welcoming Committee of new
members via reports and labels.
(6) Produces the bi-monthly mailing labels
for the Palm Journal and coordinates with the Production Chairperson.
(7) Reports at each Board of Director
meeting.
(8) Provides mailing labels and membership
lists to members as required for a charge.
(9) Coordinates renewal reminders for
non-renewing members.
(10) Calculates and reports recruitment
numbers through the year and reports at the annual banquet.
F. Palm Journal Editor:
(1) Solicits articles for the Palm Journal
with assistance from every Board member.
(2) Edits articles and prepares the Palm
Journal for publication.
(3) Shall work in conjunction with the
Production Chairperson and other assistants as needed.
(4) Receives advertising requests and moneys.
Forwards money received to the Treasurer on a timely basis.
(5) May be reimbursed for expenses incurred
in soliciting articles for the Palm Journal.
G. Production Chairperson:
(1) Assists the Palm Journal Editor with the
Palm Journal production.
(2) Supervises the printing and mailing of
the Palm Journal.
(3) Locates printer and mailing service.
(4) Checks manuscripts and photos before
taking to printer. Delivers master copy of Palm Journal to printer.
(5) Delivers printed copies of Palm Journal
and envelopes to mailing service.
(6) Oversees all other bulk printing needs of
the Society.
(7) Advises Membership Chairperson and
Treasurer as to when to send in labels and monies to mailing service.
H. Back Issues Chairperson:
(1) Works with the Membership Chairperson to
coordinate requests for purchases of back issues of the Palm Journal.
(2) Forwards moneys to Treasurer on a timely
basis.
(3) Supervises the inventory of back issues
of the Palm Journals.
(4) Mails out back issues as they are paid
for.
(5) Maintains financial, sales and inventory
records as necessary.
(6) Provides a complete closing statement
yearly to the Treasurer to include:
(a) Back issue Inventory
(b) Balance Sheet
(c) Profit & Loss Report
(7) May place ads in the Palm Journal
advertising back issues for sale and updates the ads periodically.
(8) Coordinates with Production Chair to
order Palm Journal mailing envelopes.
I. Bookstore Chairperson:
(1) Shall be the same person as the IPS
Bookstore Chairman unless the IPS Bookstore moves out of Southern California.
(2) May draw on Society funds to purchase
bookstore publications, as approved by the Board of Directors.
(3) Works with the I.P.S. Bookstore
Chairperson and other publishers in identifying and obtaining appropriate palm
related books, literature, etc.
(4) Maintains a current inventory of
appropriate publications.
(5) Brings books and palm related literature
to Society meetings for sale to members.
(6) Maintains financial sales and inventory
records as necessary.
(7) Provides a complete closing statement
yearly to the treasurer to include:
(a) Book inventory
(b) Balance Sheet
(c) Profit & Loss Report
(8) May place ads in the Palm Journal
advertising palm books for sale and updates the ads periodically.
(9) Returns excess profits to the Society
Treasurer at the close of each year.
J. Publicity Chairperson/Welcome :
(1) Coordinates and is actively engaged in
the publicity and promotion of the Society.
(2) Suggests and implements strategies for
increasing the membership in the Society.
(3) Coordinates all Annual Banquet activities
that are usually held in January of any given year .
K. Four Area Chairpersons & Banquet Chair:
(1) Areas:
(a)
San Diego and Imperial Counties.
(b)
Orange and Riverside Counties.
(c)
Los Angeles and San Bernardino Counties.
(d)
Ventura and Santa Barbara Counties.
(2) Duties:
(a)
Plans activities for meetings in his/her area.
(b)
Locates palm gardens or other appropriate places for meetings.
(c) Assists garden owners in planning for meetings.
(d)
Shall sign and make contract agreements in the name of the Society, with the
approval of the Board of Directors.
(e)
Writes information articles for the Palm Journal detailing upcoming meetings in
his or her area, including a short description of the garden, directions and or
a map as required.
(f)
May publicize the meetings in local media such as newspapers, radio, etc., with
garden owner’s permission.
(g)
Runs the meetings with the assistance of the President and assists him/her when
appropriate to submit a follow-up article to the Palm Journal after the
meeting, reporting what happened at the meeting, including proceeds to the
Society from auction, raffle, etc.
(h)
Coordinates with the Publicity Chair for local area functions and assists as
needed.
(i)
In addition: The Banquet Chair coordinates all Annual Banquet activities within
guidelines set forth by the Board of Directors.
L. Immediate Past President:
(1) Serves in an
advisory capacity to the Board of Directors, with all rights and duties of
other Board of Directors members.
(2) Remains in
this position until there is a new Past President.
M. Directors-at-Large:
(1) Assists with
chapter meetings and with Society business as needed.
(2) Participates
as a voting member at Board of Directors meetings.
(3) The number
of Directors-at-Large shall be determined prior to each election by the board.
(4) May be
assigned other duties by the President as needs arise.
N. Auction Coordinator
(1) Coordinates
all record keeping of auction and drawings.
(2) Any transfer
of cash to the Treasurer shall be receipted.
(3) Shall
compile a cumulative annual list of auction donors, showing how much each has
donated.
(4) Controls and
delivers equipment required for auctions, raffles and drawings.
IX. MEETINGS:
A. All Society meetings shall be held in Southern California between San
Diego and Santa Barbara Counties. Meetings of the Society are held six times a
year, preferably on the third weekend of odd numbered months.
B. Each Area Chairperson is in charge of implementing the meeting plans as
previously approved by the Board for the meetings in his or her area; which
rotates between Ventura and Santa Barbara Counties; Los Angeles and San
Bernardino Counties; Orange and Riverside Counties and San Diego and Imperial
Counties. The Annual Banquet meeting is always held in January. The location of
the Annual Banquet does not alter the normal rotation schedule.
C. Chapter Meetings:
(1) Raffles and
auctions of palms provided by members shall be held for the purpose of raising
funds for the Society, unless otherwise directed by the Board of Directors.
(2) As an
option, the auction may include rare palms, large palms or palms otherwise not
likely to be donated, with the proceeds divided at not more than a 50% split
with the donors, as determined by the Board of Directors.
(3) As an
option, there may be a palm sale with proceeds being divided at not more than
50% split between the Society and donors, as determined by the Board of
Directors.
D.
Board of Directors Meetings:
(1)
Shall be held as needed before each regular meeting, and at other times as
determined by the Board.
(2)
Meetings shall follow the agenda prepared by the President (see also the job
description of the President).
(3)
Business may be transacted at any Board of Directors meeting, but votes on
action items shall not be taken unless a quorum of the Board of Directors is
present. Note that the number of Members of the Board of Directors required for
a quorum may vary, depending on whether or not a member is holding more than
one position on the Board of Directors, and how many At-Large Board members are
currently
serving.
(4) Decisions of the Board of Directors shall
be made by a simple majority except as otherwise noted in these By-Laws.
F.
Committees and Sub-Committees:
(1) The President may appoint committees and
chairpersons as needed, committee findings shall be submitted to the Board of
Directors for approval.
(2) There shall be a standing committee to
audit the books and financial records of the Society annually. It shall make a
report to the Board of Directors and include a statement in the March issue of
the Palm Journal following the Financial Report.
X. DONATIONS AND GRANTS:
A. The Board of Directors shall
have the right to appropriate money for such donations and grants to public
gardens, individuals involved in palm research, etc. as they shall deem proper
and in the best interest of the Society and the advancement of the work for
which it is established.
B. All Members may solicit
donations or grants for the Society.
However, all donations shall be presented to the board for review, prior
to acceptance or approval of the board.
C. All requests for grants must be submitted in writing to the Board for
review, and are then to be tabled for vote at the following Board of Directors
meeting.
XI. AWARDS:
The Board of Directors shall have the right to
appropriate money for such medals, certificates, or other awards to
individuals, organizations, public or private agencies, etc., as they shall
deem in the best interest of the Society for the purpose of recognizing
outstanding achievement in the study, promotion or use of palms, or for such
other purposes as determined by the Board of Directors.
XII. PERSONAL LIABILITY:
Neither
the Board of Directors, nor any member or officer, shall have the power to bind
the members, an individual Director or Officer of the Society, personally. All
persons or corporations extending credit to, contracting with, or having any
claims against the Society, shall look only to the funds and property of the
Society for payment for any debt, damage, judgment, or decree, or any money
that may otherwise become due or payable to them from the Society, so that
neither the members nor the Directors, nor the Officers; present or future,
shall be personally liable.
XIII. ADOPTION OF BY-LAWS:
These
by-law’s shall be adopted by the approval of a 2/3 majority of those present at
a duly constituted Board of Directors meeting.
XIV. AMENDMENTS OF BY-LAWS:
These
by-law’s may be amended by the approval of a 2/3 vote of the Board of Directors
at a duly convened Board of Directors meeting.
XV. DISBANDMENT:
Should
the Society be dissolved at any time, all assets and all accrued income shall
thereupon be distributed to a similar tax-exempt society, organization or
institution whose purposes the Board of Directors shall determine are most
closely related to the objectives of this Society.
POLICIES & PROCEDURES:
A. The Board of Directors shall conduct and govern its business and
functions as per the objectives of the Society.
B. Any person interested in the objectives of the Society will be welcome
at all meetings except in circumstances as determined by the Board of
Directors.
C. Terms of office of all members
of the Board of Directors shall be for two years, beginning January of odd
numbered years, during the annual banquet.
The incoming board takes affect after completion of old business during the
January meeting.
D. Members may hold more than one position on the Board of Directors, and
if so, get only one vote at Board of Director’s meetings.
E. One individual shall hold no more than two positions on the Board of
Directors.
F. No part of the net income or
assets of the Society may under any circumstance accrue to the benefit of any
member or private individual, except with authorization of the Board of
Directors. Furthermore, The Palm Society of Southern California shall conduct
and carry on its business without profit to its members, directors or officers
of the board of directors. No member of the Palm Society of Southern California
or its board of directors shall, by reason of membership herein, be or become
entitled at any time to receive any assets, property, income or earnings from
the Palm Society of Southern California or to profit there from in any manner
(with the exception of directors approved palm sales, auctions or other fund
raisers excluding reimbursement for approved Palm Society of Southern
California expenses). Any member in good
standing shall be able to participate in any PSSC function.
G. When a Society Budget has been approved by the Board of Directors, checks for amounts within budget guidelines shall be routinely written by the Treasurer. The President may approve non-budgeted
expenditures up to $500. The entire Board of Directors
must approve non-budgeted expenditures over $500.
H. Members of the Board of Directors are expected to attend all Board of
Director’s meetings. Directors who have missed three board meetings during a
one-year period will be removed from their position at the discretion of the
board.
I. A quorum shall consist of one more than half the directors in office at
a given time.
J. All actions of the Board of Directors shall be by a majority of those
present at a duly constituted meeting.
K. A member of the Society shall be in good standing for two years before
being nominated as an Officer or Director.
L. A Director must be on the Board for at least two years before being
nominated for President or Vice-President.
M. All Officers and Directors must be current in their dues payments to
participate in and vote at Board of Directors’ meetings.
N. A member of the Board of Directors whose membership has been expired for
three months maybe removed from the Board of Directors, and may be reinstated
at the discretion of the board.
O. These by-laws shall be made available by the Secretary on request to any
current member. The by-laws will be posted to the PSSC web site.
P. Officers shall maintain membership in the International Palm
Society.
Q. All Directors and Officers shall assist the Editors in
soliciting articles for the Palm Journal.
R. All Members shall be encouraged
to participate in selling plants via meeting auctions.