| Because the Heartland Peony Society is an organization with an active and involved membership, and because we are an IRS 501(C)3 (not-for-profit and tax exempt) organization, and because we believe it is right to be open about our operations, we are presenting our by-laws. These by-laws were approved by vote of the membership and comply with state and federal regulations. We appreciate your comments and suggestions on this set of by-laws. |
Bylaws of
Heartland
Peony Society
A Civic Organization
ARTICLE 1
Name, Organization and Location 1.1 The name of this Corporation shall be "Heartland Peony Society." 1.2 The Corporation is organized under the General Nonprofit Corporation Act of Missouri. No part of any net earnings and no dividends or other profits shall inure to the benefit of any member, director or officer. 1.3 The principal office and location of the Corporation shall be at Kansas City, Missouri. The Board of Directors, by majority vote, may designate a new principal office and location.
| 2.1 Whenever the terms "�he" or "his" are used in these Bylaws, they shall be deemed to include "she" or "her", respectively. |
ARTICLE 3
| 3.1 The Corporation is organized for the following purposes and powers: |
| To foster and promote an interest in Peonies, to promote their introduction into cultivation, and to encourage development of new and improved varieties. |
| To solicit contributions, engage in fund-raising projects and campaigns to accomplish any or all of its purposes. |
| To have and exercise all powers necessary or convenient to effect any or all of the purposes for which it is organized, including, but not in limitation of, the general powers conferred by law and the objects and purposes herein set forth, all powers permitted by the Missouri Nonprofit Corporation Act, as amended; provided, however, that any activities carried on by the Corporation which are not in furtherance of one or more of its education, scientific or literary purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, shall be limited to an insubstantial portion of its total activities. |
| The Corporation is not organized for pecuniary profit and no part of its income or property shall be distributed to any member, director or officer. |
ARTICLE 4
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| 4.1 All members, whether individual or complimentary, shall complete an application for membership to the Corporation and shall pay all dues payable in connection with such membership classification. |
4.2 There shall be the following classes
of membership:
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4.3 Qualification of members:
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4.4 Dues for the various classes shall
be as follows, subject to revision by the Board of Directors at any time:
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| 4.5 The annual meeting of the members
shall be held at a time each year to be announced adequately in advance
by the Board of Directors, at the Garden Center Building in Loose Park
in Kansas City, Missouri, unless another place shall be designated by the
Board of Directors. Written or printed notice of the time and place of
such meeting shall be mailed to all members not less than ten (10) days
or more than thirty (30) days prior to the meeting. General reports of
the activities of the Corporation shall be presented. The Board of Directors
and the officers of the Corporation shall be elected in that order. Nominations
for the Board of Directors, in addition to those submitted by the Nominating
Committee, may be made by any voting member from the floor at this meeting.
Those persons receiving the largest number of votes by ballot for these
positions from members entitled to vote at the annual meeting shall be
declared elected. Whenever one candidate only is nominated, then voting
may be by raise of hands. If no nominations are made from the floor, the
presiding officer may ask for a motion to vote on the entire slate of names
presented by the Nominating Committee.
Special meetings of the members may be called
by the Board of Directors, by the majority of the officers, or by petition
signed by fifteen (15) voting members and notice thereof given as provided
for the annual meeting, and such notice shall state the purpose(s) for
which the meeting is called.
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4.6 At the annual meeting, or at any
other meeting of the members, the rights and privileges of the various
classes of membership shall be as follows:
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| 4.7 The majority of the voting members present at any duly called meeting of members shall decide all matters presented for determination. |
| 4.8 Any member failing to pay dues or assessment after three (3) months from the date of notice of same shall be automatically suspended. Application for reinstatement shall be made to the Membership Committee and shall be accompanied by all dues required for reinstatement. |
| 4.9 No member may be terminated or suspended as a member of the Corporation, except in compliance with Section 355-211 of the Missouri Nonprofit Corporation Act, as amended; provided, however, nothing contained in this Section 9 of Article 4 shall require that any person shall remain a member of the Corporation if such person fails to pay his dues to the Corporation as and when required by the Corporation and these Bylaws. |
ARTICLE 5
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| 5.1 The Corporation�s fiscal year shall commence an January 1 of each year and shall end on December 31 of the same year. |
| 5.2 The programs and activities of the Corporation for any fiscal year shall be conducted so that expenditures for all committees shall not exceed the amount of appropriations authorized by the Board of Directors or the Executive Committee. The Treasurer shall submit a suggested budget for approval by the Board of Directors at the first meeting of the Board of Directors each fiscal year. The budget may be amended at any regular or special meeting of the Board of Directors. |
| 5.3 Endowments may be received upon such terms as the Board of Directors from time to time may determine. |
| 5.4 An annual audit or inspection shall be made by an independent certified public accountant and/or a committee of three (3) persons selected by the Board of Directors. Such accountant shall receive reasonable compensation for such service to be approved by the Board of Directors and paid by the Corporation. |
ARTICLE 6
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| 6.1 The number of members of the Board
of Directors shall not exceed 13.
(9). The number of Directors may be increased or decreased from time to time by amendment to these bylaws. |
| 6.2 Directors shall be chosen from among Individual Members in good standing. |
| 6.3 A term of office shall be three (3) consecutive years. |
| 6.4 Whenever any vacancy of the members of the Board of Directors shall occur due to death, resignation, or otherwise, a majority of the remaining Directors may appoint a successor to serve for the unexpired term of the Director whose position is vacant. |
| 6.5 Five (5) members of the Board of Directors including at least one officer shall constitute a quorum for the transaction of business. In all matters coming before the Board of Directors, each Director shall be entitled to cast one (1) vote. |
| 6.6 The annual meeting of the Board of Directors shall be held upon adjournment of the annual meeting of the members. Regular or special meetings of the Directors may be held at such time and place as the Directors may determine, or in the case of special meetings, as may be called by the President or any three (3) members of the Board of Directors. Regular meetings may be held without notice. Special meetings may be held upon three (3) days written notice by the Secretary addressed to each Director. Neither the business to be transacted nor the purpose of any regular or special meeting need be specified in the notice or waiver of notice of such meeting, except as herein otherwise provided. |
| 6.7 Attendance of a Director at any meeting shall constitute a waiver of notice, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. |
| 6.8 All corporate powers, properties, and affairs of this Corporation shall be exercised, conducted and controlled by the Board of Directors, which shall authorize the work activities, policies, and development of the organization. The Board of Directors may vest in its Executive Committee any powers which it may have and exercise. |
| 6.9 No Director shall receive compensation for any services he may render to the Corporation, provided that each shall be reimbursed for his actual expenses incurred in the course of corporate business authorized or approved by the Board of Directors or ratified and affirmed by the Board of Directors following the incurrence of such expenses. |
ARTICLE 7
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| 7.1 The officers of the Corporation shall be elected after the Board of Directors for the ensuing year has been determined. There shall be a President, a Vice President, a Secretary and a Treasurer. All officers shall be elected from among the membership of the Board of Directors. |
| 7.2 The President, Vice President, Secretary and Treasurer shall be elected by Members of the Board of Directors at the annual meeting. The President shall hold office for a term not to exceed two (2) years. The Vice President, Secretary and Treasurer shall hold office for a term of two (2) years and until their successors are chosen and qualify. Any officer may be removed from office for cause at any regular or special meeting of the Board of Directors duly called for that purpose by the affirmative vote of two-thirds of the entire membership of the Board of Directors. |
| 7.3 In case any office shall become vacant by reason of death, resignation, removal or otherwise, the Directors then in office may by a majority vote of those present at a duly held meeting choose a successor or successors for the unexpired term. |
| 7.4 No officer shall receive compensation for any services he may render to the Corporation, provided that each shall be reimbursed for his actual expenses authorized or approved by the Board of Directors or ratified and affirmed by the Board of Directors following the incurrence of such expenses. |
ARTICLE 8
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| 8.1 The President shall be the principal
executive officer of the Corporation. He shall have the general direction
of the organization and shall preside at all meetings of the Corporation
and of the Directors, and shall exercise the usual powers and functions
of the office of President. He shall report on the progress of the Corporation
at the annual meeting. Within thirty (30) days after the election, he shall
appoint to serve for one (1) year, all committees and their chairpersons.
The Individual Members in good standing shall be eligible for such appointment.
He shall be an ex-officio member of all committees he appoints and shall
serve as chairperson of the Executive Committee.
8.2 The Vice President, in the absence or disability of the President, shall exercise all duties of the President. He shall serve as a member of the Executive Committee. 8.3 The Secretary shall give notice of all meetings of the members, the Board of Directors, and Executive Committee, and shall keep accurate minutes of such meetings. He shall be custodian of all records and documents of the Corporation and, in general, perform all duties incident to the office of Secretary. He shall serve as a member of the Executive Committee. 8.4 The Treasurer shall account for the funds of the Corporation and keep all monies in the name of and to the credit of the Corporation in such bank or banks as may be designated by the Board of Directors. The Treasurer shall at all times keep a full and accurate account of disbursements of funds of the Corporation and shall pay all accounts payable up to the amount of $200 without other approval. The Treasurer shall furnish an accurate account of all transactions and the financial condition of the Corporation when requested to do so by the President or the Executive Committee and shall present the financial report of the Corporation at the annual meeting. The Treasurer shall be a member of the Executive Committee. |
ARTICLE 9
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9.1 The Executive Committee shall consist of the President, Vice President, Secretary and Treasurer. 9.2 It shall be the duty of the Membership Committee to stimulate interest in membership and to conduct an annual Campaign to secure members. It shall also be responsible for maintaining a record of membership and for notifying members to renew memberships. It shall recommend members to be elected. 9.3 It shall be the duty of the Nominating Committee to ascertain the eligibility, the willingness of candidates to attend Board meetings, and to submit to the President, not less than ten (10) days prior to each annual meeting, its nomination of directors and officers to serve for the ensuing year. 9.4 The Program Planning Committee shall administer and promote such horticultural programs and projects as shall be approved by the Board of Directors. Its programs shall include information, data, advice, lectures, film, exhibits, flower shows, demonstrations and forums which pertain to peonies and other related garden subjects. 9.5 Special committees may be constituted from time to time by the President with the approval of the Board of Directors. Such committees shall act upon special projects within the purpose of the Corporation. |
ARTICLE 10
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| 10.1 Robert�s Rules of Order (Revised) shall govern the proceedings at all meetings of members and of the Board of Directors. |
ARTICLE 11
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| 11.1 These Bylaws may be amended by the adoption of new Bylaws, or amended in part at any meeting or at a special meeting of the members, called for that purpose, by a majority vote of the voting members present at said meeting, provided written or printed notice containing the proposed amendment or amendments is mailed to each member entitled to vote not less than ten (10) days nor more than forty-five (45) days prior to the date of the annual or special meeting. A special meeting can be called by the Board of Directors, pursuant to the requirements of the Missouri Nonprofit Corporation Act, as amended. |
ARTICLE 12
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| 12.1 In the event of dissolution of the Corporation, its assets are to be applied and distributed as follows: 1) to pay all indebtedness of the Corporation, 2) to pay all expenses of liquidation, and 3) the remainder to be distributed to Powell Gardens, a nonprofit corporation of the State of Missouri and a qualified recipient entity conforming to IRS Code 501 (c) (3), to be used as its Board of Directors may direct but solely for public purposes. |