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(Revised Spring 2014)

Article I

Section A. Name

This Society shall be known as The American Rhododendron Society.  It shall be incorporated as a nonprofit, educational and scientific organization.

Section B. Purpose

The purpose of this Society is the encouragement of the culture of rhododendrons, including azaleas, and the increase of the general understanding of and interest in all aspects of these plants.

Article II

Section A. Eligibility

Membership in the Society shall be open to all persons interested in rhododendrons and azaleas.

Section B. Classes and Dues

There shall be nine classes of membership: 1. Annual; 2. Student; 3. Commercial or Corporate; 4. Sustaining; 5. Sponsoring; 6. Life; 7. Honorary; 8. Associate; and 9. Electronic Affiliate.  The Board shall define in its policies the privileges of and dues for each class.

Section C. Admission to Membership

A person may become a member of the Society by making written application to the Executive Director, with remittance of the appropriate amount of dues; or by being accepted as a dues paying member of an authorized chapter of the Society.

Section D. Period of Membership

The Board shall establish by policy the fiscal year of the Society; the period of membership covered by annual dues; when such dues are payable and become delinquent; and what portion of dues, either paid to the Society or to an authorized chapter, shall be remitted to or retained by the chapter.

Article III

Section A. Definition

A chapter of the Society is a local branch of the Society operating within a geographical area over which it has responsibility as authorized by the Society.  There shall be no legal liability on the part of the Society for any act of any of its duly authorized chapters.

Section B. Formation of New Chapters

Any local group of twelve (12) or more persons interested in rhododendrons and azaleas may petition the Society for a charter designating them an official chapter of the Society.  The petition shall be submitted to the Executive Director of the Society for approval by the Board of Directors, and shall contain the following information:
1.  Proposed name of the chapter.
2.  Names and addresses of the organizing members, with remittance of the appropriate dues of such persons.
3.  Copy of bylaws which the proposed chapter will adopt on approval of the application.
4.  Names, addresses and designations of proposed officers.

Section C. Obligations of Chapters

Acceptance of a charter from the Society shall constitute acceptance by the chapter of the principles established in the bylaws of the Society, and agreement with the following.

1.  Chapter bylaws must be consistent with those of the Society.
2.  All obligations created by the chapter, or by any of its officers, shall be solely the responsibility of  the chapter.
3.  All full, active chapter members shall hold simultaneous membership in the Society.
4.  Chapter officers and directors shall be elected to begin their terms of office at a time that is closely synchronous with the beginning of the terms of the officers and directors of the Society.  Notice of such elections shall be provided to the Executive Director within two weeks of election.
5.  Each chapter shall determine how to conduct its own activities, meetings and projects to further the purpose of the Society; keep appropriate records or minutes of such activities, provide a copy of publications and meeting reports to the Executive Director and Editor of the quarterly Journal; collect  dues and remit the designated portion of such dues to the Executive Director of the Society.
6.  Each chapter shall maintain a current address list of members, with prompt notice to the Society of any and all changes.

Section D. Withdrawal of Chapter Charter

Chapter privileges may be withdrawn by the Society if chapter membership is no longer functional or if a chapter repeatedly fails to comply with the bylaws, policies of the Board, or other regulations of the Society.

Section E. Limitations of Chapter Powers

No chapter member or officer of the chapter shall have the power to act for the Society without prior approval in writing from the Board of Directors of the Society.  Each chapter shall hold the Society harmless from any liabilities with respect to the activities and functions of the chapter.

Section F. Proprietary Interest in Name of Society

The Society only shall have proprietary interest in the name "The American Rhododendron Society".  Privilege to use such name by any chapter shall be at the pleasure of the Board of Directors of the Society.

Article IV

Section A. Districts and Regions

The chapters of the Society shall be grouped into appropriate geographical districts, each of approximately similar numbers of members.  The districts shall be grouped into appropriate geographical regions.  All groupings shall be determined by the Society Board of Directors, after consultation with the chapter presidents.

Section B. Representation on Board of Directors

1. Each district of the Society shall be represented on the Board of Directors of the Society by a district director or by a district director alternate, elected by the members of the chapters comprising each district.  In the event neither is available to attend a given meeting, representation may be as provided in POB 5.1.1.

2. Each region of the Society shall be represented on the Board of Directors of the Society by a regional vice-president elected by the Board of Directors.

3. Non-chapter members shall be represented on the Board of Directors of the Society by a director-at-large or by a director-at-large-alternate, elected by the Board of Directors.

Article V

Section A. The Officers and Their Terms of Office

The officers of the Society shall be a president, the regional vice-presidents, a secretary and a treasurer.  The term of office of each officer shall commence at the adjournment of the annual meeting following his election, and continue for two years thereafter or until his successor is duly elected and qualified.  All officers shall serve without compensation, except as authorized by the Board.  They shall render all possible service in furthering the purpose of the Society.

Section B. Limitations of Officers' Duties

The elected officers and directors of the Society shall perform only those duties and acts permitted by the Oregon Revised Statutes pertaining to corporate officers and directors, and Not-for-Profit Corporations, the Society's Articles of Incorporation and its bylaws, together with the policies recited therein.

Section C. Duties of Officers

1. The President shall preside at all meetings of the Society, the Board of Directors and the Executive Committee.  The President may call special meetings of the Board and the Executive Committee.  If a vacancy in the office of President occurs, the Senior Regional Vice President shall serve pro tem until the vacancy is filled in accordance with Section F, Article V, of these bylaws.

2. The Senior Regional Vice-President shall perform the duties of the President in his absence or whenever the President shall be unable or unwilling to perform the duties of his office.  The Senior Regional Vice-President shall be the President-designate. Whenever the Senior Regional Vice-President is elected President, the Regional Vice-President of an alternate region shall become Senior Regional Vice-President and President-designate, according to a rotating sequence of regions as determined by the Board.

3. Each Regional Vice-President shall work closely with the President of the Society and with the district directors within his region.  Each Vice President shall endeavor to inform the district directors on the happenings within his region; shall suggest improvements for the promotion of the Society; shall coordinate any activities that may occur within his region; shall meet with his district directors and help represent their concerns and comments to any meeting of the Board, Executive Committee or to the President.  Each Vice President shall act as liaison for the Society with chapters hosting regional conventions of the Society in his region, and shall give every assistance possible to any district when called upon by the responsible district director or chapter president within such district.

4. The Treasurer is responsible for overseeing the financial management of the Society.  This officer shall advise the Board of those steps necessary to assure appropriate internal accounting controls within the resources of the Society.  The Treasurer shall regularly review the financial statements of the Society and interpret them for the Board.  The Treasurer shall be responsible for the conservation of the assets of the Society.  This officer shall be a member of the Society's Budget and Finance Committee, the Long-Range Planning Committee, the Long Term Investment Committee, and any other committee that has effect on dues or major commitments of funds.

5. The Secretary or the Secretary's designate shall act as Secretary of the Society, of the Board of Directors and of the Executive Committee; keep appropriate minutes and a true record of all votes cast at meetings of the Society, of the Board of Directors and of the Executive Committee.

Section D. Audit

An audit or a review of the treasurer's records of the Society shall be made by a certified public accountant at the close of each fiscal year. Upon acceptance by the Board of Directors, the auditor's report shall be published in the Quarterly publication of the Society and presented to the membership at the annual meeting of the Society.

Section E. Records of Office

Each officer, director, and committee chairman upon expiration of his term of office shall deliver to his successor the records of his office.

Section F. Vacancy in Office

The Executive Committee established under Article VI Section F shall have the power and authority to fill all vacancies which may occur in the offices identified under Section A of this Article V.  Those so elected shall serve until the next meeting of the Board of Directors, at which time the Board shall elect a person to serve the remainder of the unexpired term.  In the event of a vacancy in the position of district director, the alternate director for that district shall assume the position of district director.  In such event, and also in the event of a vacancy in the position of district director alternate, a new district director alternate shall be elected by the chapter presidents in the district. In the event of a vacancy in the position of director-at-large, the director-at-large-alternate shall assume the position of director-at-large.  In such event, and also in the event of a vacancy in the position of director-at-large-alternate, the Board shall fill the vacancy at the next meeting following the occurrence of the vacancy.  Any person so elected shall hold office for the unexpired term of the person he succeeds.  Notwithstanding the provisions of Article IX Section C, persons so elected may serve an additional two terms in the same office after completion of the unexpired term.

Section G. Bonding of Officers and Employees

All officers, employees, and members of the Society required by the Board to handle monies shall be bonded at the expense of the Society in such amounts as may be determined by the Board.

Section H. Guidance of Committees

Each officer of the Society, under the direction of the President, shall be responsible for consulting and guiding the chairmen of several committees of the Board.  Each officer shall counsel the President with regard to the activities of the committees supervised by that officer and advise him on appointments to such committees.

Section I. Executive Director

The Board of Directors may employ an Executive Director who shall under the direction of the Board administer the daily and general business activities and projects of the Society, manage the offices/ headquarters of the Society, and be responsible for other duties as assigned by the Board.  At the discretion of the Board, this position may be held by the Secretary of the Society.

Section J. Removal from Office

Any officer or the Director at Large or the Director at Large Alternate may be removed from office by a three-quarters vote of the Board of Directors, provided all of the following conditions have been met:

1. A reasonable effort has been made to arrange for voluntary resignation.

2. The Board has received a written petition by any three of its members fully detailing the basis for the proposed removal from office.

3. The petition has been unanimously approved by a committee of three appointed by the President (or the Senior Vice President if the President is the subject of the petition) comprised of

a. a Board member,

b. a member of the person's chapter, and

c. a non-member who may be closest to the situation.

Article VI

Section A. Powers of the Board

All powers vested in the Society shall be exercised by the Board, except as otherwise provided herein.

Section B. Board Membership

The Board shall consist of the officers, the elected district directors, the director-at-large, or substitute director designate as provided in POB 5.1.1 and the immediate past President of the Society.

Section C. Directors' Term of Office

The term of office of a district director and director-at-large shall be three years, and shall commence at the adjournment of the annual meeting following his election.

Section D. Meetings

The Board shall meet at least twice yearly on the call of the President or any five directors.  The meeting location shall alternate by region, or be reasonably equidistant to each of them.  The President or the Senior Regional Vice-President must be present at any meeting of the Board.  Not more than one Board Meeting per year may be held by electronic means.

Section E. Quorum

1. Two-thirds of the Board membership shall constitute a quorum for the transaction of business.

2.  Notice of Board meetings shall be in writing, stating the time and place of meeting, and mailed by the Secretary not less than thirty days prior to the date of the meeting.  In case of special Board meetings, an agenda shall be provided with the notice of the meeting.

3.  Any chapter president, committee chairman, the Editor of the Quarterly, and the Registrar of rhododendron names may attend and participate in Board meetings without vote.  Any other member of the Society may attend Board meetings, except executive sessions thereof, but may participate only by permission of the Board.  Any matter which a member wishes to submit for Board consideration shall be submitted to the President in time to be included with the notice of the meeting.

4. All Society, Board and Committee meetings shall be conducted in accordance with the most recent edition of ROBERT'S RULES OF ORDER.

5. At the request of any member of the Board, a vote on any motion before the Board shall be on a proportionate basis.  For purposes of the provision, each Director shall have votes equal to the number of members he/she represents; and the officers and past president each shall have votes equal to the total membership of the Society divided by the number of Directors.

Section F. Executive Committee

The Board shall annually elect from its own membership an Executive Committee consisting of the officers, the immediate past President and at least three directors.  In the event vacancies occur in this Committee between Board meetings, the President may appoint replacements to serve until the next Board meeting.  The Executive Committee shall have all the powers and authority of the Board, except that it shall not have authority to alter dues of membership, elect officers (except to fill a vacancy), make expenditures or create financial obligations in excess of such amount as may be authorized by the Board, or change the Bylaws or Policies of the Board.

Section G. Other Committees

Duties of all other committees established by the Board shall be as prescribed by the authority creating them. Such duties shall be detailed in the Policies of the Board and be provided to the Editor of the Quarterly for publication to the membership.

Section H. Appointment of Committees

The President shall appoint the members of all committees (except the Executive Committee), with the counsel of the officers overseeing them.

Section I. Committee Meetings

All committees established by the Board are encouraged to hold working sessions in conjunction with the annual convention of the Society, prior to the meeting of the Board of Directors at such convention.  Other meetings of the committees shall be at the discretion of the chairmen.

Section J. Definitions

Wherever the term "Board" or "Board of Directors" is used in these Bylaws, it shall mean the Society Board of Directors, and not that of any Chapter, District or Region, unless another meaning is clear from the context.

Article VII

Section A. District Director

A district director shall serve to promote the work of the Society, assist in obtaining new members, assist the Registrar to promote registration of unregistered plants, act as liaison between the region and the chapters in his district, and confer with the Regional Vice-President in matters pertaining to his liaison functions and district activities.  He shall confer with the chapter presidents and Boards of chapters in his district on a regularly scheduled basis, be familiar with the interests and activities of the members of these chapters, and help coordinate the Society activities of the chapters in his district.  He shall communicate the needs and concerns of his district to the Regional Vice-President and the Board of Directors.  He shall inform the chapters in his district of pending and completed actions of the Board.  He shall help identify potential leaders for future service to the Society.

Section B. Service on Committees of the Board

District directors are expected to serve on such committees established by the Board as their time and talents permit; and shall represent such committees to the Board in the absence of the committee chairman.

Section C. The Director-at-Large

The director-at-large shall represent the concerns and interests of non-chapter members.  He shall use suitable means to establish communications with those members; shall attempt to involve such members in chapter activities whenever possible, and help motivate formation of new chapters wherever potential membership exists in non-chapter areas.

Section D. Removal from Office

Any District Director or District Director Alternate may be removed from office by a three-quarters vote of the Board of Directors, provided the Board has received a written petition for removal submitted by either

1. at least six members from each chapter in the district, or

2. all the chapter presidents in the district.

Article VIII

Section A. Annual and Special Meetings

1. There shall be an annual meeting of the Society, with time and place thereof to be determined by the Board, but normally held in conjunction with the annual convention of the Society.

2. Special meetings of the membership may be called by the Board of Directors, with an agenda for any special meeting duly published with the call for the meeting.

Section B. Notices of Meetings

All members shall be notified in writing or by publication in the Quarterly of the time and place of any meeting of the Society, not later than one month prior to such meeting.

Section C. Quorum

One hundred fifty members shall constitute a quorum at any meeting of the Society.

Section D. Powers of the Membership

The membership is empowered to review the actions of the Board and its committees, and debate all matters of interest or concern.  It may, by majority vote, adopt proposals for the consideration and approval of the Board.  The membership may also propose nominees for office in the Society and Director-at-Large by petition.  The procedure for such petitions shall be included in the written Policies of the Board.

Article IX

Section A. Election of Officers and Director-at-Large

The officers shall be elected biennially by the Board.  The Director-at-Large and director-at-large-alternate shall be elected triennially by the Board.

Section B. Election of Directors

District directors and district director-alternates shall be elected triennially by the members of each district.  The Board shall determine which districts shall hold elections in any year to provide for the election of one-third of the district directors annually.

Section C. Re-election to Office

No officer or director of the Society may serve more than two consecutive terms in the same office, unless specifically exempted by the Board of Directors.

Section D. Election Process for Officers, Director-at-Large & Director-at Large-Alternate

1.  On a date to be specified by the Board, the President shall appoint a nominating committee consisting of a chairman who shall be a past President of the Society, and at least four other members, each from separate districts and at least two from each region.

2. The Nominating Committee shall select from the membership one or more candidates for each office to be filled, and shall deliver the names of the nominees to the Secretary or the Secretary's designate by a date specified by the Board. Any nominees proposed at a meeting of the membership shall be included on the ballot.

3. A ballot with the names of the nominees shall be sent by either electronic or regular mail by the Secretary or Secretary’s designate to each Board member, with instructions as to when the ballot shall be returned.

4. Candidates receiving a plurality of votes will be certified by the Secretary or the Secretary's designate as having been elected.

Section E. Election Process for District Directors and Directors' Alternates

Chapter presidents of each district holding its triennial election for district director and district director alternate will serve as the district nominating committee.  The chairmanship of this committee shall rotate triennially among the chapters in the district.  The names of not more than two nominees for each of these offices shall be reported to the Secretary of the Society or the Secretary's designate on or before a date specified by the Board of Directors.

The names, with brief biographies, of all nominees shall be published in the Quarterly, in an issue specified by the Board. If there is more than one nominee for either District Director or District Director Alternate, the Secretary of the Society, or the Secretary's designate, shall provide a mail ballot to each member entitled to vote in the district conducting an election.  Such ballots are to be returned to the Secretary, or to the Secretary's designate, on or before a date specified by the Board, and all ballots received by the specified date will be counted as valid.  Candidates receiving a plurality of such votes will be certified by the Secretary, or by the Secretary's designate, as having been elected.  If there is only one nominee for each office, the Secretary, or the Secretary's designate, without the balloting process, shall certify such nominees as having been elected.

Section F. Counting Ballots

Ballots shall be counted by the Board or by person(s) designated by it. In case of any tie vote, a plurality of the directors as a group shall decide the winner.

Article X

Section A. Policies and Procedures

The Board shall establish policies and procedures for:

1. The granting of awards and ratings to plants.

2. The bestowing of honors to individual persons or groups by the Society and/or its chapters.

Article XI

Section A. Amendment Process

Amendments to these Bylaws may be proposed by a Board member, by majority vote of a Chapter, or by petition of thirty members, and must be filed with the Secretary or the Secretary's designate and read at two successive Board meetings, with approval by the Board, by a two-thirds vote of those present and voting at each meeting, prior to being officially adopted.

Section B. Publishing Amendments

Amendments approved by the Board shall be published in the quarterly Journal.

Article XII

Upon the dissolution of the corporation, the Board of Directors, after paying or making provision for payment of all of the liabilities of the corporation, shall dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.  Any of such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.