IOS Bylaws

BY-LAWS OF
THE ILLINOIS ORCHID SOCIETY, INC.

The Illinois Orchid Society was issued Articles of Incorporation as an Illinois Not-For-Profit Corporation on the 18^th day of September, 1957. These By-Laws have been duly adopted in compliance with the Illinois Not-For-Profit Corporation Act and with such Articles.

ARTICLE I - Objectives
This corporation shall:

Serve an educational function in providing the general public with botanical and horticultural orchid information;
Encourage the improvement of orchids by their cultivation, propagation, hybridization and exhibition;
Aid concerned groups and agencies in improving orchid species conservation both in their natural habitat and under cultivation;
Promote the growing and exhibition of orchids;
Exercise all other powers granted to not-for-profit corporations under the laws of the State of Illinois.

ARTICLE II - Limitations
        Section 1. This corporation shall at all times be operated solely and exclusively for scientific and/or educational purposes related to the study of orchids, their propagation, culture, conservation, care and development.
        Section 2. No part of the net income of the corporation may under any circumstance inure to the benefit of any member of the corporation.
        Section 3. The corporation shall not attempt to influence legislation.
        Section 4. The corporation shall not participate in or intervene in any campaign on behalf of any candidate for public office or publish or distribute statements in connection with political campaigns.
        Section 5. The corporation shall at no time conduct or participate in any activity whatsoever in which a totally tax-exempt organization is not permitted to participate under the provisions of the Internal Revenue Code then in effect.
        Section 6. Should the corporation be dissolved at any time, its assets and all income - accrued thereon shall thereupon be distributed to the American Orchid Society, Inc., or its successor, for its general scientific and educational purposes.

ARTICLE III - Membership
Membership shall be open to persons interested in orchids and their cultivation, and in furthering the purposes and objectives of the corporation.

ARTICLE IV - Meetings
        Section 1. Regular meetings of the members shall be held at a designated place and time determined by the Board of Directors and it shall be the responsibility of the Assistant Secretary to so notify all members of the corporation.
        Section 2. Special meetings of the members may be called when determined necessary by the President, or by a majority of the Board of Directors.
        Section 3. A Board of Directors meeting shall be held every other month (or the equivalent) or more often as determined by the President or a majority of the Board of Directors.

ARTICLE V - Board of Directors
        Section 1. The Board of Directors shall consist of eight (8) duly elected or appointed members ('Elected Directors'), all of the duly elected or appointed officers ('Officers-Directors') and the immediate Past President.
        Section 2(a). The term of the Elected Directors shall be four (4) years, but their respective terms shall be staggered so that two of such terms shall expire and be filled by a vote of the members at the annual election held each year. No Director who has served a full term may succeed him/herself in office, but this stipulation shall in no way limit a Director from serving in another capacity as provided for in the By-Laws.
        Section 2(b). The term of the Officer-Directors shall be one (1) year.
        Section 2(c). The term of the Immediate Past President shall be equal to the term of the current President.
        Section 3. The Board of Directors shall have general charge and direction of the affairs and business of the corporation, the care and management of the corporation's funds, and other corporate property, with the power to invest, reinvest, and transfer the same at its discretion; and it shall consider and pass upon all questions concerning the appropriation of money.
        Section 4. The President is empowered to appoint an Emergency Committee to act in lieu of the Board of Directors when, in his/her opinion, emergency action is necessary. The Emergency Committee will consist of a minimum of five (5) members of the Board of Directors, and the action it takes must be approved by majority vote of the Emergency Committee. It will report its actions to the full Board at the Board's next meeting, for ratification, following which the Emergency Committee will cease to exist.
        Section 5. The Board of Directors shall be empowered to remove a member, an Elected Director, or an Officer-Director for cause. Such action must be ratified by two-thirds (2/3) of the entire Board.

ARTICLE VI - Officers
The Officers of the corporation shall consist of a President, First Vice-President, Second Vice-President, Third Vice-President, Treasurer, Assistant Treasurer, Secretary, and Assistant Secretary. The Officers shall be elected annually and serve for one (1) year. An Officer may succeed himself/herself if duly elected according to the By-Laws. The President may serve not more than two (2) consecutive full terms of office.

ARTICLE VII - Duties of the Officers
        Section 1. The President shall preside at all business meetings of the corporation and the Board of Directors, shall appoint such committees as he/she deems necessary, and shall be a member, ex officio, of all committees except the Nominating Committee.
        Section 1(a). If the Presidency is vacated for any reason, the Board of Directors shall elect an interim President to serve the remainder of the unexpired term. Such election shall be by a two-thirds (2/3) vote of the Board of Directors after giving appropriate consideration to the talents, experience and present duties of the nominees.
        Section 2. The First Vice-President shall, in the absence of the President, perform the duties of that office. He/she shall be the Program Chairperson for the year.
        Section 3. The Second Vice-President shall, in the absence of the President and First Vice-President, perform the duties of those offices and shall be Show Chairperson for the year. As Show Chairperson, the Second Vice-President shall plan and execute displays and competitive exhibits and shall direct all regular shows sponsored by the corporation.
        Section 4. The Third Vice-President shall be the Away Show Chairperson for the year and will have the responsibility of taking members' plants to regional orchid shows to create a display on behalf of the Illinois Orchid Society.
        Section 5. The Treasurer shall be responsible for all financial matters of the corporation, including, but not limited to, the following:

The receiving and safekeeping of all funds.
Presenting the financial status of the corporation at the meetings of the Board of Directors.
Disbursing funds in the normal course of operations as authorized by the Board of Directors, and/or approved by the appropriate committee chairperson.
Keeping current a set of accounting records showing the receipts and disbursements of the corporation.
Preparing a forecast of income and expenses for the forthcoming year as of July 1, and submitting said forecast to the Board of Directors for approval.
Assisting in the preparation of budgets for each of the principal activities and maintaining records that will enable monitoring and control of such budgets.
Submitting all financial records as of June 30 each year to an Audit Committee appointed by the President. The Audit Committee will examine the records following usual accounting principles, including a verification of all bank balances, and will then report its findings to the Board of Directors. The responsibility for seeing that the audit is performed and the report is given to the Board of Directors will be that of the newly elected President.

Section 6. The Assistant Treasurer shall:

Receive dues, record them, and transmit them promptly to the Treasurer with a letter of transmittal, including copies to the Assistant Secretary, indicating new members.
Act as Membership Chairperson, accepting membership applications, providing identification tags at the membership meetings, providing information at meetings and local shows and exhibits, and perform such other duties related to membership and new members as directed by the President.
Establish and maintain a membership roster for use as a mailing list, and for preparation of the annual directory.
Become familiar with the duties of the Treasurer, performing the duties of that office in the absence of the Treasurer.

Section 7. The Secretary shall:

Keep the minutes of the meetings of the Board of Directors.
Conduct correspondence with the approval of the President.
Aid the Assistant Secretary in sending out all required notices.
Furnish the Board of Directors a complete file of the corporation's activities for the year.

Section 8. The Assistant Secretary shall:

Send out all notices pertaining to corporate meetings, and all matters required by these By-Laws.

ARTICLE VIII - Election of Officers and Directors
        Section 1. A Nominating Committee of five (5) members shall be appointed by the President in January of each year. This Committee shall consist of a minimum of two (2) past Presidents, one (1) current board member and one (1) member from the general membership who has at least two years active participation. The final member may be drawn from any of the three preceding categories. The Committee will present a slate of one (1) candidate for each officer and Director to be elected to the membership at the regular corporate meeting in May.
        Section 2. The slate of Officers and Directors selected by the Nominating Committee shall be listed in the notice announcing the May election meeting.
        Section 3. Additional nominations may be made from the floor prior to voting.
        Section 4. The Officers and Directors shall be elected at the regular May meeting. A majority of those members present and voting will be required for election. The newly elected Officers and Directors will assume office on July 1.
        Section 5. The President will call for a vote by the raising of hands of the members present.
        Section 6. Vacancies of any Officer or Director, other than that of President, shall be filled by appointment by the President, with the approval of the Board of Directors, and will be announced at the next regular meeting.
        Section 7. A candidate for elected office must have been a member of the corporation for at least one (1) year immediately prior to the election.

ARTICLE IX - Appointed Committee Chairpersons and Representatives
        Section 1. The Chairpersons of the Standing Committees listed below in Section 2 shall be appointed at an organizational meeting called by the new President prior to September 1. The Chairpersons will assume their duties September 1. Chairpersons shall select and appoint members to their respective committees sufficient in number to effectively discharge the assigned duties of the committee.
        Section 2. Chairpersons and Representatives shall be appointed for the following:

Judging;
Education;
Ways and Means;
History;
Hospitality;
Plant Sales;
Conservation;
Mid-America Orchid Congress;
American Orchid Society.

        Section 3. The President may appoint any other Committee Chairpersons or representatives as deemed necessary or desirable.

ARTICLE X - Duties of Committees, Committee Chairpersons and Representatives
        Section 1. The Judging Committee shall be in charge of regular monthly meeting display tables, provide a panel of qualified judges, provide plant entry forms for monthly judging, provide appropriate awards for winning entries, and keep records of monthly point accumulations. The Chairperson will plan and chair all Judging Committee meetings and shall be responsible for providing judging seminars.
        Section 2. The Education Committee shall provide and arrange for comprehensive and informative programs to be conducted when called upon during the regular meetings and outside workshops.
        Section 3. The Ways and Means Committee shall be responsible for devising and presenting ideas and plans for raising funds and furthering other beneficial functions for the corporation. These will be subject to the approval of the Board of Directors.
        Section 4. The History Committee shall be responsible for updating the historical record of the corporation.
        Section 5. The Hospitality Committee shall make arrangements for refreshments served at the regular monthly meetings and shall make arrangements for banquets and other social functions authorized by the Board of Directors.
        Section 6. The Plant Sales Committee shall be responsible for planning and conducting all sales of plants offered by members, including, in addition to the regular monthly plant sale, plant auctions, door prizes, and such other sales as may be authorized by the Board of Directors. The Sales Committee Chairperson shall be responsible for collecting all sales revenues and submitting them promptly to the Treasurer, along with supporting data.
        Section 7. The Conservation Committee shall maintain contact with the Conservation Committee of the American Orchid Society, and will keep abreast of the activities of that group. The Chairperson will inform the membership of the corporation of these activities and will implement programs where participation by the corporation is appropriate and desirable.
        Section 8. The Mid-America Representative will attend Mid-America meetings and will report to the Board of Directors.
        Section 9. The American Orchid Society Representative will attend American Orchid Society meetings and will report to the Board of Directors.

ARTICLE XI - Dues
        Section 1. The annual dues shall be determined by the Board of Directors and must be approved by the majority vote of the members present and voting at the next meeting. Such dues shall be payable on the first day of January in each year.
        Section 2. Any member who shall fail to pay his/her dues by January 31 shall cease to be a member of the corporation.
        Section 3. Any proration of dues shall be determined by resolution of the Board of Directors.

ARTICLE XII - Rules of Order
Roberts Rules of Order shall govern procedure at all meetings.

ARTICLE XIII - Amendments
These By-Laws may be amended by a vote of two-thirds (2/3) of the active membership present and voting, provided that written notice of such amendments is given to each member entitled to vote, at least thirty (30) days prior to a regular or special meeting at which the amendments will be presented for a vote.

Note: These bylaws were revised by vote of the membership at the May, 2000 and May, 2006 meetings of the IOS.