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Washington Native Plant Society ByLaws

Approved and ratified by membership 1976, amendments approved and ratified by membership in 1992, 1997, 2004, and 2005. (PDF version)

ARTICLE 1.	MISSION STATEMENT
ARTICLE II.	TERRITORY
ARTICLE III.	MEMBERS
ARTICLE IV.	DUES
ARTICLE V.	DIRECTORS
ARTICLE VI.	OFFICERS
ARTICLE VII.	COMMITTEES
ARTICLE VIII.	CHAPTERS
ARTICLE IX.	CONTRACTS, DEPOSITS, DISBURSEMENTS, GIFTS, GRANTS
ARTICLE X.	AUDIT
ARTICLE XI.	FISCAL YEAR
ARTICLE XII.	AMENDMENTS
ARTICLE XIII.	RULES OF ORDER
ARTICLE XIV.	BOARDS OF DIRECTORS OR OFFICERS OF NONPROFIT CORPORATIONS – LIABILITY – LIMITATIONS

ARTICLE I. MISSION STATEMENT
To promote the appreciation and conservation of Washington's native plants and their habitats through study, education, and advocacy.

ARTICLE II. TERRITORY
The territory encompassed by the Society will be the state of Washington.

ARTICLE III. MEMBERS

Section 1. Membership
Any person, family or group interested in native plants and in furthering the purposes of the Society is eligible for membership in the Society.

Section 2. Right of Members to Vote
Each membership entitles the person or group to one (1) vote, the family to two (2) votes, on any question requiring a vote of the membership of the Society. The right to vote of a group shall be exercised by an individual designated in writing by that group as its official delegate.

Section 3. Termination of Membership: Distribution of Assets
Membership in the Society shall terminate upon the death of a member and may be terminated by resignation or by resolution of the Board of Directors. Membership may not be transferred. No members shall possess any special privilege or access or right of ownership to the property of the Society. (Normally the property of the Society shall be managed by the Board of Directors.) In the event all memberships are terminated or in the event the Society owns or holds any property upon its dissolution, after paying or adequately providing for the debts and obligations of the Corporation, the Directors shall dispose of the remaining property in accordance with the provisions of the Articles of Incorporation. In no event shall any earnings or other property of the Society be distributed to or inure to the benefit of any member, former member, director, or officer of the Society, or other private individual, either directly or indirectly.

Section 4. Meetings of Members
Meetings of the membership for any purpose or business shall be called at any time by the president upon resolution of the Board of Directors, or by petition to the president by 10% of the membership.

Section 5. Notification of Meetings
Written notification of meetings of the members shall be given to each member entitled to attend that meeting.

Section 6. Quorum
The presence of 5 per cent of the members at any statewide meeting shall be necessary to constitute a quorum for the transaction of business. Every decision made by a majority of the members present at a meeting, at which a quorum is present, shall be regarded as a valid act of the members, unless a greater number is required by law, or by the Articles of Incorporation or by the Bylaws.

ARTICLE IV. DUES

Section I. Manner of Fixing Dues
Dues of each class of members of the Society shall be fixed and reviewed as needed by the Board of Directors.

Section 2. Payment of Dues
Dues shall be payable upon proper notification.

ARTICLE V. DIRECTORS

Section I. Composition of the Board of Directors
The Board of Directors shall consist of the immediate past president, ten members elected by the Society, standing committee chairpersons, and the chairperson of each local chapter of the Society.

Section 2. Qualification to be a Director
Only members of the Washington Native Plant Society shall be eligible to be a member of the Board of Directors.

Section 3. Powers and Duties of the Board of Directors
The Board of Directors shall be the governing body of the Society and may delegate authority to the officers, executive committee and committee chairpersons. The Board of Directors shall conduct the business of the statewide Society. Each director shall have the right of one vote. A Director who is unable to attend a meeting may send an alternate who will have the authority and power of that director during the meeting and the right of one vote.

Section 4. Election and Tenure of Directors
All chapter chairpersons become members of the Board of Directors immediately upon their election by the individual chapters. The terms of the directors elected by statewide membership shall be three years. Election of directors shall be by mail ballot of the Society’s membership. A slate of candidates shall be selected by a nominating committee appointed by the president. The directors shall serve without compensation. The election of directors will be held in the fall and the date of taking office shall be the fall board meeting.

Section 5. Vacancies in the Board of Directors
Termination of Directors Vacancies shall be filled by appointments made by the Board for the remainder of the term. Termination of a director shall be by action of the Board.

Section 6. Meetings of the Board of Directors
There will be one annual meeting of the directors plus such others as determined by the Board or by petition of 10% of the membership of the Society. The Board shall appoint an executive committee consisting of the president, the vice-president, the treasurer, one chapter chair and one other member of the Board to conduct interim business. A poll of the members of the Board of Directors may also be taken to conduct interim business.

Section 7. Quorum
A quorum shall consist of a majority of the directors.

ARTICLE VI. OFFICERS

Section l. Names of Officers
The officers of the Society shall be a president, a vice president, a secretary and a treasurer.

Section 2. Qualifications to be an Officer
The officers of the Society must be members of the Board of Directors elected by the statewide membership.

Section 3. Election of Officers
The officers of the Society shall be elected by the Board of Directors from its members. Officers shall serve a term of one year. An officer may succeed him/herself.

Section 4. Duties of the President
The President shall preside at all meetings of the members and directors, shall have general supervision of the affairs of the Society, shall sign or countersign all certificates, contracts, and other instruments of the society as authorized by the Board of Directors, shall make annual and other reports to the Board and members and shall perform all other duties properly required by the Board of Directors.

Section 5. Duties of the Vice President
The vice president shall exercise the functions of the president during the absence or disability of the president. S/he may be assigned other duties by the Board of Directors.

Section 6. Duties of the Secretary
The secretary shall, in the absence of an administrative designate, keep the minutes of all meetings of the Board of Directors and of the meetings of the members, shall take care of the correspondence directed to the Society, shall also be in charge of the directives and documents to be sent to the members as authorized by the Board of Directors and may be assigned other duties by the Board of Directors or president.

Section 7. Duties of the Treasurer
The treasurer shall ensure adequate and correct accounts of the transactions of the Society, including accounts of its receipts and disbursements. The treasurer shall ensure all moneys in the name and to the credit of the Corporation are deposited, shall ensure the funds of the Society, as may be ordered by the Board, are disbursed, shall render an account and provide oversight of all financial transactions when requested by the President. The treasurer shall co-sign all checks over an amount to be determined by the Board of Directors. The treasurer shall serve as the liaison between the Board and the bookkeeper, and will approve any necessary documents from the bookkeeper.

Section 8. Vacancies
Any vacancy in an elective office shall be filled by an action of the remaining members of the Board of Directors. A person thus named to fill any vacancy shall hold office for the unexpired term of his/her predecessor.

Section 9. Records
Each officer shall deliver to his/her successor the records of the office upon expiration of the term of office.

ARTICLE VII. COMMITTEES

Section 1 Kinds of Committees
Two classes of committees are recognized: standing committees and temporary
committees.

Section 2. Standing Committees
The standing committees of the Society are: Conservation, Editorial, Education, Fund Raising, and Plant Inventory and Research. The president shall appoint from the membership, subject to the approval of the Board of Directors, a chairperson of each committee. The chairperson of the committee shall serve at the pleasure of the Board of Directors and shall appoint such members as are deemed necessary for the proper functioning of the committee. The chairperson of each standing committee is a member of the Board of Directors.

Section 3. Temporary Committees
The president shall create such temporary committees as are deemed necessary by the Board of Directors. The chairperson and the members of these committees shall be appointed by the president, subject to the approval of the Board of Directors. One member of the Board of Directors shall serve as a member of each of these temporary committees.

Section 4. Quorum
Unless otherwise provided in the resolution that established the committee, a majority of the whole committee shall constitute a quorum.

Section 5. Tenure of the Committees and Their Members
The tenure of a committee and its members is at the pleasure of the Board of Directors.

Section 6. Powers of Committees
The committees of the Society shall have those powers and duties as outlined by the Board of Directors or the president. The chairperson of a committee shall render an accounting of the progress and current status of the committee's work at each meeting of the Board of Directors. Each committee may adopt its own rules provided they are not inconsistent with rules adopted by the Board of Directors, or by the Bylaws.

ARTICLE VIII. CHAPTERS

Section 1. Organization
Members of the Society shall be encouraged to form local chapters. Ten (10) or more persons, may organize a chapter of the Washington Native Plant Society for charitable and educational purposes relating to the native plants of Washington by submitting to the Society's secretary a petition giving the names of the ten (10) or more persons. The Secretary shall submit the petition to the Board of Directors for approval. Such a request shall be accompanied by payment to the Society of current dues for each new member.

Section 2. Designation
Such chapters shall be designated as "The__________Chapter of the Washington Native Plant Society." If an organization already in existence desires to become a chapter of the Washington Native Plant Society, it may retain its name and be known officially as "___________, a Chapter of the Washington Native Plant Society." Changes of the designation of existing chapters shall be approved by a majority vote of the Board of Directors.

Section 3. Chapter Officers
Each chapter shall elect annually a chairperson and such officers as it deems suitable, necessary, and convenient to accomplish the purposes of the chapter. The manner of election of officers shall be at the discretion of the individual chapters, approved by the local membership at a regular meeting.

Section 4. Chapter Bylaws
The members of each chapter may adopt Bylaws for the governing of their chapter, provided that these are not inconsistent with the Society Bylaws or Articles of Incorporation. When adopted, a copy of such Bylaws shall be deposited with the secretary of the Society or the administrative designate of the Society.

Section 5. Chapter Duties and Obligations
The members of each chapter shall hold meetings at such times and places as it deems suitable, necessary, or convenient to accomplish the purposes of the Society and chapter. A chapter shall inform the Society's Board of Directors of regional activity by forwarding the reports and other pertinent documents to the secretary, or administrative designate, at those times deemed necessary and convenient by the officers of the chapter or upon request of the Board.

Section 6. Withdrawal of Chapter Status
The Board of Directors may terminate or suspend the chapter status and privileges of a chapter if the membership of the chapter consists of less than ten (10) members or if the chapter takes any action inconsistent with the Articles of Incorporation or Bylaws of the Society.

Section 7. Limitation of Chapter Authority
In the absence of express authorization of the Board of Directors, no chapter, chapter officer, or chapter members shall have power to act or bind the Society in any manner. No chapter shall have any proprietary interest in the name "Washington Native Plant Society". Each chapter's right to use as a part of its name or designation the words "Washington Native Plant Society" shall cease upon the termination or suspension of its status as a chapter.

Section 8. Chapter Dues: Sources of Funds
Chapters may conduct their own fund-raising activities, provided these are consonant with the purposes of the Society, but shall not make payment of chapter dues a condition of membership in a chapter. A proportion of the Society's membership dues shall be rebated to the chapters. The percentage of the rebate is to be decided by the Board of Directors.

ARTICLE IX. CONTRACTS, DEPOSITS, DISBURSEMENTS, GIFTS, GRANTS

Section 1. Contracts
The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2. Deposits
All funds of the Corporation shall be deposited from time to time to the credit of the Society in such banks, trust companies, and other depositories as the Board of Directors may select.

Section 3. Disbursements
All checks, drafts, or orders for the payment of money shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Contributions Gifts or Bequests
The Board of Directors may accept on behalf of the Corporation any contribution, gift, or bequest for the general purposes or for any specific purpose of the Corporation.

Section 5 Grants
Applications for external funding under the auspices of the Washington Native Plant Society must first be approved by the Board of Directors.

ARTICLE X. AUDIT
Audits of the Society's finances may be internal or external and shall be performed at a minimum of once each three years.

ARTICLE XI. FISCAL YEAR
The Society's fiscal year is to be January 1 to December 31.

ARTICLE XII. AMENDMENTS
Any changes in these Bylaws shall be recommended by a member of the Society or by the Board of Directors and brought before the membership for vote by the Board of Directors. An amendment shall be approved by a simple majority of the voting membership.

ARTICLE XIII. RULES OF ORDER
The rules contained in the newest edition of Roberts Rules of Order, Newly Revised, shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these Bylaws or any special rules of order this Society may adopt.

ARTICLE XIV. BOARDS OF DIRECTORS OR OFFICERS OF NONPROFIT
CORPORATIONS - LIABILITY - LIMITATIONS
(1) Except as provided in subsection (2) of this section, a member of the board of directors or an officer of any non-profit corporation is not individually liable for any discretionary decision within his or her official capacity as director or officer unless the decision or failure to decide constitutes gross negligence.
(2) Nothing in this section shall limit or modify in any manner the duties and liabilities of a director or officer of the corporation to the corporation or the corporation's members.