By-Laws

ARTICLE I. NAME
ARTICLE II. PURPOSE
ARTICLE III. BOARD OF DIRECTORS
ARTICLE IV. OFFICERS AND DUTIES
ARTICLE V. MEMBERSHIP AND DUES
ARTICLE VI. MEETINGS
ARTICLE VII. ELECTIONS
ARTICLE VIII. CHAPTERS
ARTICLE IX. DISSOLUTION
ARTICLE X. AMENDMENTS TO THE BY-LAWS

The name of this organization shall be the Georgia Native Plant Society.

The mission of the Georgia Native Plant Society, hereinafter referred to as "The Society," is to promote the stewardship and conservation of Georgia's native plants and their habitats through education and with the involvement of individuals and organizations.

The Society is a non-profit organization that has been organized in accordance with Section 501(c) (3), Chapter 3, IRS Publication 557 to operate exclusively for scientific and educational purposes as those terms are defined in the Internal Revenue Code of 1986, as amended (hereinafter referred to as The Code). The Society shall neither support nor oppose any candidate or political party but may take positions on public policy issues. Membership in the Society shall be open to any person or organization that supports the stated mission of the Society and complies with the Bylaws.

Section 1. Members. The Society shall have a Board of Directors (hereinafter referred to as BOD) consisting of 11 members ("Directors"), including four (4) officers of the Society, four (4) Directors specified as Director of Conservation, Director of Membership, Director of Education, and Director of Communication who are charged with overseeing groups of functionally related committees, and three (3) Members-at-Large one of whom may be the immediate past president. Each Director shall have one vote in matters rightfully to be determined by the BOD. Should two persons co-serve, they shall be entitled to only one vote. The president shall vote only in the event of a tie.

Section 2. Authority. The BOD shall have sole control and management of the Society's name, activities, affairs, and shall generally manage and conduct all matters necessary for the welfare of the Society. Without limiting the generality of the foregoing, the BOD shall have the authority to fill vacant BOD chairs or committee chairs; to create or dissolve committees; to make or authorize all contracts; to prescribe rules, regulations, conventions, aims and objectives for the Society, and to alter or amend the same; and to fix penalties or the violation thereof and to enforce the same.

Section 3. Terms/Vacancy. Each Director shall serve for a term of one (1) calendar year, beginning January 1. Vacancies on the BOD will be filled by presidential appointment approved by the BOD; such appointees will serve the remainder of the current term. In the event of a vacancy in the office of the president, the Vice President shall succeed to the office of President for the remainder of the current term. Any resignations from any elected or appointed position must be presented in writing to the BOD. Any individual Director may be relieved of his/her duties upon a two-thirds vote of the BOD. Any Director missing two consecutive BOD meetings without giving prior notice of such absence will be considered to have resigned, subject to confirmation by the BOD.

Section 4. Indemnification. The Society shall indemnify, to the fullest extent permitted by the Georgia Nonprofit Corporation Code, and if applicable, Section 4941 of the United States Internal Revenue Code of 1986, as amended, any individual made a party to a proceeding because such individual is or was a Director of the Society against liability incurred in the proceeding, if such individual acted in a manner such individual believed in good faith to be in or not opposed to the best interests of the Society and, in the case of any criminal proceeding, such individual had no reasonable cause to believe such individual's conduct was unlawful. For purposes of this Section, the terms 'party', 'proceeding', and 'liability' shall have the meanings given to them in the provisions of the Georgia Nonprofit Corporation Code which govern the indemnification of directors, and 'director' shall have the meaning given to the term 'director' in such provisions of the Georgia Nonprofit Corporation Code.

The Society shall pay for or reimburse the reasonable expenses incurred by a Director who is a party to a proceeding, in advance of final disposition of the proceeding, if (a) the Director furnishes the Society a written affirmation of the Director's good faith belief that the Director has met the standard of conduct set forth in this section, and (b) the Director furnishes the Society a written undertaking, executed personally or on the Director's behalf, to repay any advances if it is ultimately determined that the Director is not entitled to indemnification. The written undertaking required by subparagraph (b) above must be an unlimited general obligation of the Director but need not be secured and may be accepted without reference to financial ability to make repayment.

Section 5. Conflict of Interest: No Director will receive financial recompense from the Society for their services to the organization during their term of office.

Section 6. Other. Anything not covered by these by-laws shall be referred to Robert's Rules of Order.

The officers of the BOD shall be a president, a vice-president, a secretary, and a treasurer.

The President shall preside over all meetings of the members and the BOD. The president shall be an ex-officio member of all committees except the nominating committee. He/she shall perform such other duties as customarily pertain to the office of president, or as he/she may be directed to perform by resolution of the BOD. The president is the official spokesperson for the Society; however, he/she has the discretion to delegate that authority to a specific person.

The Vice President, in the absence or inability of the president (inability determined by a majority vote of the BOD), shall act in his/her stead. The Vice President shall be responsible for the annual business meeting program, the orientation of Directors new to the BOD, and for other projects designated by the BOD. At the will of the BOD, the Vice President shall serve as Parliamentarian.

The Secretary shall keep records of the proceedings of the BOD meetings and any official business that takes place in general membership meetings of the Society, and be responsible for all such past records of the organization except those in possession of the treasurer. The Secretary shall prepare such directives, correspondence, and other documents as are needed and authorized by the BOD. He/she shall keep the official copy of current by-laws, policies, standard operating procedures (such as financial policies and procedures, style and identity guide, committee descriptions, etc), and provide such on request.

The Treasurer is the chief fiscal management officer of the Society and is responsible for the development of the fiscal policy and long term fiscal planning. The treasurer shall collect the revenue of the Society and pay its bills, as authorized by the BOD. He/she shall prepare and maintain full and complete records of assets and liabilities of the Society and such tax reports as may be required. The treasurer shall submit an annual financial report for the current year and a budget for the coming year to the BOD at their meeting immediately prior to the Annual Meeting. All funds of the Society shall be deposited in the name of the Society in recognized financial institutions. The treasurer or the president will sign or approve all checks. The Treasurer shall make available for inspection by any member of the Society any financial records requested.

Section 1. Eligibility and Categories. Any person, family, business, or organization interested in the conservation of Georgia's native plants may become a member of the Society upon payment of dues. Membership categories and dues shall be set and reviewed as needed by the BOD. The BOD shall approve definitions of membership categories, the annual dues for each class of membership, and policy for reinstatement after short-term lapse.

Section 2. Calendar Year. The calendar year for the Society will be January 1 to December 31. Dues shall be due in January and payable not later than March 31. Dues paid after October 1 shall be applied to the next calendar year. Dues will not be prorated otherwise.

Section 3. Voting Rights. Each membership shall be entitled to one (1) vote regardless of how many individuals may be represented by that membership.

Section 4. Termination of Memberships. Membership is not transferable. Membership shall terminate upon the earliest of:

1. Failure of the member to renew his/her membership by paying the annual dues by March 31.

2. Death of all members within a single membership.

3. Expulsion of the member as provided for in this paragraph. The BOD may expel any member for actions inconsistent with the Society's aims and objectives. The member shall be given at least 7 days notice of any proposed action by the BOD to expel the member, with a statement of the reasons for the proposed expulsion, and may appear at the BOD meeting at which the action is proposed to be taken to explain his/her actions.

Section 5. Rights. No member shall possess any property right in or to the property of the Society. No member, commercial or individual, may use the name or logo of the Society without the express permission of the BOD.

Section 1. General Membership Meetings. The Society will hold at least four general membership meetings during the year on a regular schedule to be set by the BOD.

Section 2. Board of Directors Meetings. The BOD shall meet at least four times during the fiscal year. The president as needed may call special meetings of the BOD provided that all BOD members receive at least four days notice of such meeting, and shall call a special meeting upon the written request of four members of the BOD. The President shall have the authority to schedule a BOD meeting on an alternative date that is agreeable to a majority of the elected BOD members when necessary to achieve quorum. The President is authorized to allow members of the BOD to attend a BOD meeting by telecommunication as necessary and possible. All meetings of the BOD are open to the general membership of the Society.

Section 3. Annual Business Meeting. The Annual Business meeting shall be conducted as the last General Membership Meeting of the calendar year. The program shall include the report of the nominating committee, a financial report, and reports from chapters and committees. These reports, other than the nominating committee report, may be written with copies available to the membership or published in other appropriate media designated by the BOD.

Section 4. Quorum. A majority of the total number of Directors shall constitute a quorum at any meeting.

Section 1. Nominating Committee. There shall be a Nominating Committee consisting of at least five members of the Society, no more than three of whom may be Directors. The Nominating Committee will be appointed by the President and approved by the BOD. The Nominating Committee will create a slate of Directors, specifying Officers. No later than the last general membership meeting preceding the annual meeting, the Nominating Committee will announce the date of the upcoming election and how to submit nominations. After review by the BOD, the slate shall be publicized to the general membership at least two weeks before the Annual Meeting in a media deemed appropriate by the BOD. The Nominating Committee will, to the extent possible, ensure that the slate reflects the geographic diversity of the membership.

Section 2. Elections. Elections will be held at the Annual Meeting. Nominations may be taken from the floor of the Annual Meeting for either vacancies in the slate or alternative candidates for specific directorships, provided the nominee is present or has consented. The slate will be elected by simple majority of those members present. In case of competition for any office, voting will be by written ballot by members present at the meeting. The candidate receiving the highest number of votes is elected. In the event of a tie, the BOD casts the deciding vote.

Section 1. Chapter Organization

A. A group of ten (10) or more persons may organize a chapter of the Society to further the Society's mission at a local or regional level. The group shall send an application to the secretary of the Society for consideration and approval by the BOD. The application request shall include the names and addresses of the members and the payment of current dues along with the membership application form for each non-member of the Society. All members of a chapter shall be members of the Society and are entitled to all Society membership privileges.

B. Chapters shall be designated as "The _______Chapter of the Georgia Native Plant Society." If an organization already in existence desires to become a chapter of the Georgia Native Plant Society, it may retain its name and be known officially as "______, a Chapter of the Georgia Native Plant Society." Changes of the designation of existing chapters shall be approved by the BOD.

C. Each chapter shall elect their officers annually. There shall be a minimum of three officers, selecting from president, vice president, secretary, treasurer. The secretary and treasurer position may be combined and held by one member, if desired.

D. The Society shall provide the chapter with model by-laws. Any changes to these by-laws must be consistent with the Society's bylaws and approved by the BOD.

E. Each chapter shall designate a representative to the Society BOD. Chapter representatives are invited to attend meetings of the BOD. A delegate may attend a BOD meeting in absence of the representative.

Section 2. Chapter Responsibilities. All activities shall be conducted in a way that is consistent with the Society's mission, by-laws, policies and procedures.

A. Activities. Chapter meetings, field trips, or other chapter-sponsored activities shall be held at least four times a year.

B. Membership. Chapters shall foster the growth of the Society by soliciting GNPS memberships. Any dues and membership applications shall be sent to the Society.

C. Reports. Reports of chapter activities, elections, and other relevant information shall be provided to the Secretary at a frequency to be determined by the Society but not less than annually.

D. Regulatory Compliance. Chapters are responsible for complying with all local, state, and federal laws and regulations. Each chapter shall maintain a separate 501 (c) 3 designation and incorporation and file their own taxes.

Section 3. Finances. Chapters may conduct their own fund-raising activities, including chapter dues, provided these are consistent with the purposes of the Society. A proportion of the Chapter's member dues to the Society shall be rebated to the chapter. The percentage of the rebate is to be decided by the BOD. A Chapter may request that the BOD consider allocating additional funds to use at the Chapter's discretion for programs and projects approved by the BOD.

Section 4. Limitation of Chapter Authority. No chapter, chapter officer, or chapter member shall have power to act or bind the Society in any manner without express authority from the Society's BOD. No chapter shall have any proprietary interest in the name "Georgia Native Plant Society" and any use of the name or logo must follow the Society's policies and procedures. Chapters shall hold harmless the Society from any liability in connection with activities or functions of the chapters.

Section 5. Dissolution: A local chapter that has become inactive or taken any action inconsistent with the Articles of Incorporation or Bylaws of the Society may be dissolved upon majority vote of the GNPS BOD. Following dissolution, no chapter or state property shall be retained in the possession of any member. A chapter may request dissolution upon written notice to the secretary of the Society, subject to approval by the BOD. All assets and records of the chapter shall become the property of the Society.

In the event of dissolution of the Society, after paying or adequately providing for the debts and obligations of the Society, the BOD shall dispose of the remaining assets by contributing the assets to any non-profit, charitable, and/or educational organization, as described in The Code.

Section 1. Vote Required. These by-laws may be amended by a two-thirds (66%) vote of the BOD at a regular or called BOD meeting plus a two-thirds vote of the members present at a regular meeting.

Section 2. Proposals. Any Society member may present proposals for amendments to these by-laws to the BOD. This must be done in writing at a regular or called BOD meeting. Such proposal shall be made at least two (2) months prior to a BOD vote on the amendments being taken and three months prior to a general membership vote. Immediately on BOD approval of an amendment, the general membership shall be notified of the proposed bylaws change via as expeditious a method as is available.

Section 3. Effective Date. These by-laws shall become effective immediately upon ratification unless otherwise stipulated.

Full revision adopted 12/11/07 and 2/11/08 (Article II).