Constitution and By Laws

CONSTITUTION OF THE
MEMPHIS HORTICULTURAL SOCIETY

Revised 05/23/2017

The purpose of the Memphis Horticultural Society shall be the study of plants and the exchange of information among the members on the care, cultivation and propagation of plants, their design in the garden, and their survival and protection in the natural environment. It shall also be the purpose of the Society to serve as a source of information for and a link between the horticultural community and the media, the general public and future generations.

Section 1. Annual Meeting.

The annual meeting of the members of The Society will be held the first Tuesday of September each year at a time and place designated by the Board of Directors. Notice will be given by the Secretary of The Society.

Section 2. Regular Meetings.

Regular meetings of The Society will be held the first Tuesday of each month at a place and time designated by the President and proper notice will be given by the Secretary.

Section 3. Place of Meeting.

The Board of Directors may designate any place either within or with-out the State of Tennessee as the place of the meetings. If no place is designated, the meeting will be held at The Society Offices as registered with the State of Tennessee.

Section 4. Notice of Meeting.

Written or printed notice setting the place, day and hour of the meetings shall be delivered not less than (5) nor more than (50) days before the date of the meetings either personally or by electronic mail (ADDENDUM 11-2016). Notice will be given by the President or Board of Directors and sent by the Secretary to all members who have paid their current yearly dues.

Section 5. Voting of Meeting.

It is the intention of the Constitution that the General Membership of the Society present at the Annual Meeting may vote on this Constitution and any Bylaws, Rules or Bills introduced before the General Membership at this annual meeting and all other annual meetings. It is the intention of this Constitution for the General Membership, at all times, to be the governing body of The Society and the General Membership will by their presence elect the officers and/or Board of Directors. The General Membership by their vote as a majority will have the rights and responsibility to maintain a strong and proper Society. The General Membership by their presence will vote each year at the Annual Meeting in September to fill the following elective offices and assume their responsibilities to The Society at the Regular Meeting in January.

The President

The office of President will be filled by a vote of the General Membership. Anyone person receiving a majority of the vote will assume the responsibilities of President at the regular Meeting in January. The President’s duties will be to preside at all meetings, sign all papers, sign and execute all contracts in the name of The Society. He will have the right and responsibility to appoint and remove all non-elective officers. He will have general charge of and supervision over all business of The Society and he shall do and perform all acts incident to position of president, authorized or requested by the

Charter or the Board of Directors, and may at times, delegate his authority to the Vice-president or to others the President may designate. In case of absence of the President, the duties of the President will be discharged by the Vice-President. The President will not succeed himself to the office of President.

The Vice-President

The office of Vice-President will be filled by a vote of the General Membership. Anyone person receiving a majority of the vote will assume the responsibilities of the Vice-President at the regular meeting in January. The Vice-President’s duties will be to assume the duties of the President in the absence of the President and to carry out other tasks given him by the President. The Vice-President will not succeed himself to the office of the Vice-President.

The Treasurer

The office of the Treasurer will be filled by a vote of the General Membership. Anyone person receiving a majority of the vote will assume the responsibilities of the Treasurer at the regular meeting in January. The duties of the Treasurer will be to have the care and custody of all funds that may come into his hands and deposit same as Treasurer in such banks or bank accounts as have been selected by the Board of Directors. He shall render a statement of cash account at any time required. He shall render a statement of cash account at any time required and shall at all reasonable times exhibit his books and accounts to the President, Board of Directors or proper members of The Society. The Treasurer shall give bond if requested by the President, Board of Directors, or Charter of The Society for the faithful performance of his duties in such amount and kind as required by the Constitution or Bylaws. He shall be custodian of all important papers or records of The Society and shall sign all checks for The Society. The Treasurer may succeed himself in this office.

The Secretary

The office of the Secretary will be filled by a vote of the General Membership. Anyone person receiving a majority of the vote will assume the responsibilities of the Secretary at the regular Meeting in January. The duties of the Secretary will be to keep the minutes of all meetings in proper books provided for that purpose and attend to the giving and sending of all notices of The Society. He shall attend to such correspondence as may be assigned to him, and he shall in general, under the direction of the President, perform all the duties incident to the office of Secretary of The Society. He shall act as Secretary to all meetings of the President and chaired committee meetings where his duties may be required. The Secretary will type and keep the minutes of each meeting and read these minutes at each meeting. The Secretary may succeed himself to this office.

The Ways & Means Chairman

The Ways & Means Chairman will be elected by a vote of the General Membership. Anyone person receiving a majority of the vote will assume the responsibilities and duties of Ways & Means Chairman. The duties of the Ways & Means Chairman will be to work with the Membership Committee, the President, and the Board of Directors to determine the amount of, method and means of financing the day-to-day operations of The Society. The Ways & Means Chairman will chair a committee of three, the Chairman and two others, appointed by the President. The Ways & Means Chairman may succeed himself if elected.

The Membership Chairman

The Membership Chairman will be elected by a vote of the General Membership. Anyone person receiving a majority of the vote will assume responsibilities and duties of Membership Chairman. The duties of the Membership Chairman will be to work closely with the Ways & Means Chairman, the President and the Board of Directors to establish membership dues to help in the financing of The Society. The Membership Chairman will chair a committee of three: the Chairman and two others, appointed by the President. Their duties will be to establish credentials or requirements for membership in The Society. The findings of the Membership Committee will be put before the General Member-ship for a vote. The results of the vote of the General Membership will become a part of the Bylaws of The Society. The Membership Committee, at the direction of the Board of Directors or the General Membership, may be required to change the requirements for membership of The Society and the results of this vote will become a part of the Bylaws of The Society. The Membership Chairman may succeed himself in this chair if elected. 

The Program Chairman

The Program Chairman will be elected by a vote of the General Membership. Anyone person receiving a majority of the vote will assume the responsibilities and duties of Program Chairman. The duties of the Program Chairman will be to work closely with the President and to be responsible for securing and delivering programs of interest to the Genera Membership at each Regular Meeting. His duties will be to make a program, whether by himself or by invited speakers or teachers, interesting, educational and informative. The Program Chairman may not succeed himself to this chair.

Board of Directors

The Board of Directors will consist of the Officers of The Society which were elected to the offices of the President, the Vice-President, Second Vice President, Treasurer and the Secretary as well as the members of The Society elected to chair the following committees: the Ways & Means Committee, the Membership Committee, and the Program Committee, and the Immediate Past-President; five of which shall constitute a quorum. The President of The Society will act as Chairman of the Board of Directors, with the Treasurer and Secretary filling their obligations to The Society for these meetings. The Board of Directors will manage the business and affairs of The Society. 

Section 6. Loans.

No loans shall be contracted on behalf of The Society and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors and an affirmative vote by the General Membership of The Society. Such authority may be general or defined to specific instances. 

Section 7. Checks, Drafts, Etc.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of The Society, shall be signed by such officers or agents of The Society and in such a manner as shall from time to time be determined by resolution of the Board of Directors.

Section 8. Deposits.

All funds of The Society not otherwise employed shall be deposited from time to time to the credit of The Society in such banks, trust companies or other depositories as the Board of Directors may select. The Board shall examine or call for an audit of all books of The Society at the end of each year.

Section 9. Amendments.

These Bylaws may be altered, amended or repealed and a new set of Bylaws be adopted by The Board of Directors if voted on and passed by a majority of the General Membership of The Society present at the meeting.

Section 10. Dividends.

The general welfare of The Society is the object for which our Charter is granted, not for individual profit. No dividend will be declared. The Society may at some time own real estate or other tangible property as long as our goal of remaining non-profit is not changed. The members may at any time by majority vote of the General Membership dissolve The Society by a conveyance of its assets and properties to others outside The Society as long as there is no personal gain to any member of The Society.

ADDENDUM

Standing Committee Chairmen  

Horticultural Notebook Chairman

This person will ask for, write, and/or accept horticultural notebook sheets from Members, have them printed on loose-leaf notebook sheets, and mailed to all members with the monthly newsletter.

Newsletter Chairman

This person will compile and edit the monthly newsletter and see that the newsletter is mailed to all members each month within the time specified In Section 4 of the Constitution.

Nominating Committee Chairman

In June of each year the President will appoint three (3) people to the Nominating Committee. The President will announce that the Committee is formed and anyone wanting to serve as officers, or to recommend others to serve, should contact the Nominating Committee. The Nominating Committee should pick officers and chairpersons according to the Constitution. The Nominating Committee should also pick assistants to the offices and chairmen. The elections will be in September each year at the General Meeting. The newly elected officers will work with the present officers for the October, November, and December meetings. The new officers will take over their responsibilities of the Horticultural Society at the meeting in January, and will chair their positions starting January 1 of each year.

ADDENDUM

Section 5. Voting of Meeting.

The Program Chairman (board meeting 6/2006) position was given to the Vice-President due to lack of participation)

ADDENDUM

Memphis Horticultural Society Meeting 11/08/2016 Hort. Society Constitution

Section 4. Notice of Meeting.

Written or printed notice setting the place, day and hour of the meetings shall be delivered not less than (5) nor more than (50) days before the date of the meetings either personally or by electronic mail. Notice will be given by the President or Board of Directors and sent by the Secretary to all members who have paid their current yearly dues.

Newsletter Chairman

This person will compile and edit the monthly newsletter and see that the news-letter is electronically mailed or delivered to all members each month within the time specified in Section 4 of the Constitution.

ADDENDUM

Memphis Horticultural Society Meeting 04/07/2017 Hort. Society Constitution Addition of Second Vice-President.

The Second Vice President

The office of the Second Vice-President will be filled by a vote of the General Membership.  Anyone person receiving a majority of the vote will assume the responsibilities of the Second Vice-President at the regular meeting in January.  For the first year having a Second Vice-President the membership can vote mid-year for this new position. Then the Second Vice-President will assume responsibilities immediately after election.  The Second Vice-President duties will be to assume the duties of the Vice-President in the absence of the Vice-President and to carry out other tasks given him/her by the Vice-President and President.  The Second Vice-President will not succeed himself/herself to the office of the Second Vice President.