“The Bylaws of the American Orchid Society are the legal document that governs the organization. They spell out the duties of the officers and trustees and the rights and benefits of the members. The document is under continual review by the Executive and Governance committees and revisions are made and published on this website as they are ratified.”
ARTICLE I – THE SOCIETY
1.1 - NAME
The name of the Corporation shall be the American Orchid Society, Inc. (the “Society”). It is a not-for-profit corporation organized pursuant to the New York Not-for-Profit Corporation Law.
1.2 - SEAL
Designed in 1921 by Blanche Ames, the official seal of the American Orchid Society features a Native American admiring two orchids of the Americas - Phragmipedium caudatum and Encyclia tampensis.
ARTICLE II - MEMBERS
2.1 - MEMBERSHIP
Membership in the Society is open to any person who submits a membership application and timely payment of any required dues at the rates established by the Board of Trustees of the Society (the “Board” and each member thereof, a “Trustee”) for any class of membership (each such person, a “Member”). Classes of members shall have rights and privileges as determined by the Board; for example, an individual membership has one vote and an affiliated membership for a local society has none. Each Individual or Joint Member who pays dues shall be entitled to vote on the election of Trustees or any other matters required by law. Membership shall be open to all persons regardless of age, race, gender, sexual orientation, national origin, religious affiliation, local club affiliation, or interest level.
All Officers of the Society (“Officers”), Trustees and chairs of committees established by the Board must maintain such level of membership as determined by the Board.
2.2 - MEETINGS OF MEMBERS
In each year the Annual Meeting of the Members shall be held at a date and time during the calendar year as may be fixed by a vote of the Board. Written notice for the meeting shall be given to the Members either 1) personally, 2) by first class mail, 3) by facsimile, or 4) by electronic mail, in each case not less than ten (10) nor more than fifty (50) days before the date of such Meeting. If, for unforeseen circumstances, including, but not limited to, pandemic, weather emergency, or armed conflict, the Annual Meeting of Members cannot be held in person, a meeting by electronic or other means may be called to substitute for the Annual Meeting of Members.
If notice is given by another class of mail (other than first class), it must be given not less than thirty (30) nor more than sixty (60) days before the date of such Meeting.
Special meetings of Members of the Society may be called by the Board with not less than ten (10) nor more than fifty (50) days before the date of such meeting, or by written request or petition signed by at least ten percent 10% of the voting Members with not less than sixty (60) nor more than ninety (90) days’ notice to the Members, and shall be held at such time and place in the United States of America or electronically or by other means as may be specified in writing by the Board or such Members. Any notice of special meetings of the Society shall state the purpose(s) thereof. Written notice of special meetings shall be given to the Members either 1) personally, 2) by first class mail, 3) by facsimile, or 4) by electronic mail.
At meetings of the Society each dues-paying Individual or Joint Membership shall be entitled to one vote. This vote may be cast in person or by proxy; provided however that in the event of unforeseen catastrophic circumstances, including, but not limited to pandemic, disastrous weather-related emergency, or armed conflict, the Board may determine that all votes will be cast by proxy. A Member may execute a writing authorizing another person or persons to act for him or her as proxy, which execution may be accomplished by the Member signing such writing or causing his or her signature to be affixed to such writing by any reasonable means, including but not limited to facsimile signature. A Member may also authorize another person or persons to act for him or her as proxy by providing such authorization by electronic mail to the person who will be the holder of the proxy or to a proxy solicitation firm or like agent duly authorized by the person, provided that any such authorization by electronic mail shall set forth information from which it can reasonably be determined that the authorization by electronic mail was authorized by the Member.
At meetings of the Members a quorum shall consist of two hundred and fifty (250) Members entitled to vote present in person or represented by proxy.
Any meeting of the Members may, for lack of quorum or other cause, be adjourned to some definite place and time not exceeding sixty (60) days thereafter, without notice other than announcement at the meeting.
ARTICLE III- GOVERNANCE
3.1 – COMPOSITION OF THE BOARD
The Board shall consist of not fewer than three (3) and not more than twenty five (25) individuals (Officers and other Trustees), elected from among the Members. The Board shall include the Officers defined in Article 4. Qualifications of Trustees shall be specified and approved by the Board.
All Trustees shall be expected to attend all meetings of the Board and all regular and special Meetings of the Members. If a Trustee plans not to attend a meeting of the Board, he or she shall so inform the President prior to the meeting, stating his or her reason. The Board may remove a Trustee from the Board for failure to attend three (3) out of the past six (6) meetings of the Board, provided that a majority of the Trustees present at a meeting at which a quorum is present must vote in favor of such removal. Trustees may participate in meetings of the Board by telephone, videoconference, or other electronic means as long as all persons participating in the meeting can hear each other at the same time and can participate in all matters before the Board. Participation by such means shall constitute presence in person at a meeting.
3.2 - NOMINATIONS AND ELECTIONS OF TRUSTEES AND OFFICERS
The Governance Committee (defined hereafter) shall assist the Board in identifying its competency needs, and, with the Board, develop the criteria to be used by the Nominating Committee for selecting future Trustees and Officers. The Board shall decide how many candidates are needed for each election and so notify the Nominating Committee.
Nominations for Trustees and Officers shall be open to the Members for a period of time established by the Board under policies established by the Board. Persons may be self-nominated, or proposed by other Members, the Board, or the Nominating Committee (defined hereinafter). The Nominating Committee will be responsible for screening the nominees and preparing a list of candidates for the ballot.
The candidates shall be presented to the Members on a written ballot or by secure electronic means, as part of a Society publication and/or the Society’s website, to all Members in good standing, no less than thirty (30) days in advance of the Annual Meeting of Members.
An alternate ballot for Trustees and Officers, other than that presented by the Nominating Committee, may be made by a minimum of five percent (5%) of the Members entitled to vote, provided such nominations are furnished in writing at their expense to the Secretary at least thirty (30) days in advance of the Annual Meeting of Members. The Secretary shall not be required to send said alternate ballot to the Members, but Members making such nomination may request the sending of communications and ballots at their expense. The Secretary shall present such nominations to the President at the Annual Meeting.
The election of Trustees and Officers shall be held at the Annual Meeting of Members. The candidates receiving the largest number of votes for the positions available shall be elected.
3.3 - POWER AND DUTIES OF THE BOARD
The Board shall have ultimate charge and direction of the affairs and business of the Society to fulfill its mission and purposes.
3.4 - TERM OF TRUSTEES
Trustees shall serve terms of three (3) years. Unless otherwise provided in these Bylaws, Trustees may serve no more than two (2) consecutive elected three (3) year terms, after which they shall not be eligible for reelection for a period of three (3) years unless elected as an officer, which may extend the term to a total of 12 consecutive years on the Board. The twelve (12) years shall include total Board service begun prior to approval of these bylaws.
Article IV - OFFICERS
4.1 - OFFICERS
The following shall be the Officers of the Society who shall also be members of the Board: President, two (2) Vice Presidents, Secretary, Treasurer, Assistant Treasurer and Immediate Past President. The President shall be elected for a term of two (2) years, and may not be re-elected. The Vice Presidents, Secretary, Treasurer and Assistant Treasurer shall each be elected for a term of two (2) years and may be elected for one additional two (2) year term. The Immediate Past President shall serve for the duration of the term of his or her successor as President. Each Officer shall take office at the end of the Annual Meeting of the Members and hold office until his or her term has expired or until his or her earlier death, resignation, or removal, and in any event until his or her successor has been duly elected and qualified. No employee of the Society may serve on the Board.
4.2 - DUTIES OF OFFICERS
4.2.1 - PRESIDENT
The President is the Chief Volunteer Officer of the Society and its chief spokesperson. The President shall call and preside at all meetings of the Board and the Executive Committee (defined hereinafter); shall preside at all meetings of the membership; shall actively seek to carry out the mission of the Society during his or her term of office; shall make a report to the membership at least annually regarding the state of the Society; shall be an ex-officio member of all committees except the Audit Committee; shall recommend to the Board chairs for committees and shall approve, with the agreement of the committee chairs, all appointments to committees, except those appointed by the Board; the following committees shall be appointed by the Board, following recommendations from the President: Finance, Audit, Nominating and Governance; and shall perform all of the duties incident to the office of President as well as such other duties as the Board may prescribe. The President may delegate to the Society’s employees duties as deemed advisable. The President shall, with the Secretary, sign all written contracts and obligations of the Society, unless otherwise delegated by the Board, and no contract shall be valid and binding upon the Society unless so signed or so delegated. The President shall chair the Executive Committee and shall preside at all meetings of the Executive Committee.
4.2.2 - VICE-PRESIDENTS
In the absence of the President, or due to his or her inability or refusal to act, one of the Vice Presidents, selected by the Board, shall perform the duties of President and when so acting shall have all the powers and be subject to all of the restrictions of that office. The Vice Presidents shall perform such other duties as may be assigned by the President or the Board. A Vice President, selected by the Board, shall succeed to the President’s office upon the death, resignation or incapacity of the President and such succession shall not preclude the Vice President serving his/her own full term as President.
4.2.3 – SECRETARY
The Secretary shall keep or cause to be kept minutes of all meetings of the Board and the Members and record or cause to be recorded all votes at such meetings; ensure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; serve as custodian of the corporate records; ensure public records are in order and available for inspection; and in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or the Board. In order to facilitate the business of the Society the Secretary may delegate to members of the Society’s administrative staff any of the above-described duties. The Secretary shall, with the President, sign all written contracts and obligations of the Society unless otherwise delegated by the Board.
4.2.4 – TREASURER
The Treasurer shall be the Officer with ultimate oversight responsibility for the finances of the Society. The Treasurer shall chair the Finance Committee. He or she shall report or cause to be reported the status of the finances to the Board at regular intervals; and shall perform duties outlined by the Board. The Treasurer shall ensure that the accounts for each fiscal year are audited by a Certified Public Accountant approved by the Board. A Treasurer’s report for the preceding fiscal year shall be presented at the next Annual Meeting of the Members, and copies of such report, along with the audited financial statements, shall be available at Society headquarters, or mailed at cost, upon request by any Member, and may be published by the Society. In order to facilitate the business of the Society the Treasurer may delegate to Society employees the authority and responsibility to receive, handle, deposit, and disburse funds and assets of the Society and to perform any related tasks, subject to the authorization of and procedures approved by the Board.
4.2.5 – ASSISTANT TREASURER
The Assistant Treasurer shall assist the Treasurer in the performance of his or her duties and shall perform such other duties as shall be assigned by the Treasurer or the Board.
4.2.6 - IMMEDIATE PAST PRESIDENT
The Immediate Past President shall serve as a voting member of the Board for a period of two years following expiration of his or her term as President. In the event of a vacancy in the offices of President and Vice President, the duties of the President shall be assumed by the Immediate Past President until the next meeting of the Board.
4.2.7 – REPLACEMENT OF OFFICERS
In the event of the death, resignation or incapacity of any Officer other than the President, the Board shall select a successor to serve out the remainder of the elected term, which shall not preclude the successor from serving his or her own full term as an Officer.
4.2.8 - CONFLICTS OF INTEREST
All members of the Board, including the Officers, shall conduct themselves in accordance with the Society’s approved policy regarding conflicts of interest.
Any new Trustee shall be advised of this policy upon the start of his or her service as a Trustee. On an annual basis, each Trustee shall complete a written Conflict of Interest Policy Disclosure Form approved by the Board.
Article V – MEETINGS OF THE BOARD
5.1 - MEETINGS OF THE BOARD
The Board shall have regular meetings at least twice annually. At least thirty (30) days’ written notice of such meetings shall be given to each Trustee 1) personally, 2) by first class mail, 3) by facsimile, or 4) by electronic mail. The Annual Meeting of the Board shall precede the Annual Meeting of the Members of the Society. Additional special meetings may be called either by the President, or a majority of Trustees, with at least seven (7) days’ written notice given to each Trustee 1) personally, 2) by first class mail, 3) by facsimile, or 4) by electronic mail. Regular and special meetings of the Board shall be held at such places as may be designated by the President or other persons calling the meeting as stated in the meeting notice. The Board should refer to Robert’s Rules of Order for guidance in conducting its meetings. Any one or more members of the Board may participate in a meeting of the Board by means of a conference telephone, videoconference, or similar device as long as all persons participating in the meeting can hear each other at the same time and can participate in all matters before the Board. Participation by such means shall constitute presence in person at a meeting.
5.2 - QUORUM AND VOTE
A majority of the entire Board shall constitute a quorum. Except as otherwise provided by New York law or by these Bylaws, such as paragraph 8.2, the act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board. Any action required or permitted to be taken by the Board may be taken without a meeting if all Trustees consent to the adoption of a resolution authorizing the action. Consent may be written or electronic. If written, the consent must be executed by the Trustee by signing such consent or causing his or her signature to be affixed to such consent by any reasonable means, including but not limited to facsimile signature. If electronic, the transmission of the consent must be sent by electronic mail and set forth or be submitted with information from which it can reasonably be determined that the transmission was authorized by the Trustee. The resolution and the consents thereto shall be filed with the minutes of the proceedings of the Board.
5.3 - REMOVAL OF OFFICERS OR TRUSTEES
The Board may remove for cause any Officer from his or her office or remove for cause any Trustee from the Board by a two-thirds vote of the entire Board, held by secret ballot, and in accordance with any other applicable procedures established by the Board, if such Trustee or Officer, either by illness, neglect, lack of interest or other cause, shall not have adequately attended to his or her duties.
Article VI - COMMITTEES
6.1 - COMMITTEES
The Board shall establish such committees as are necessary to advise the Board on policy matters and help carry out the operations of the Society. The President, during the Annual Meeting of the Board or as soon thereafter as practical, and with the approval of the Board, shall appoint the chairs of these committees.
Any committee may take action without a meeting if the members of the committee unanimously consent to the adoption of a resolution authorizing the action. This consent may be written or electronic. If written, the consent must be signed by the committee member, including by facsimile signature. If electronic, the consent must be sent by electronic mail and set forth information from which it can reasonably be determined that the transmission was authorized by the committee member. The resolution and the consents thereto by the members of the committee shall be filed with the minutes of the proceedings of the committee.
No person, unless provided otherwise by the Board, shall serve as chair of any committee for more than four (4) consecutive years.
6.1.1 – EXECUTIVE COMMITTEE
The Executive Committee, which shall be chaired by the President, shall be a committee of the Board, and shall consist of the President, the Vice-Presidents, the Secretary, the Treasurer, the Assistant Treasurer and the Immediate Past President; which Committee under the authority of the Board shall conduct the general business of the Society and carry out the policies and recommendations of the Board between the meetings of the Board as permitted by law. The Executive Committee shall provide assistance and counsel to the President, and in connection therewith, the members of the Executive Committee shall carry out such duties and assignments as the President from time to time shall propose..
6.1.2 – FINANCE COMMITTEE
The Finance Committee, which shall be chaired by the Treasurer, shall make recommendations to the Board concerning the financial affairs of the Society, and shall not be a committee of the Board. The Finance Committee shall assist in presenting an annual budget, the audited financial statements, and timely financial reports to the Board.
6.1.3 – AUDIT COMMITTEE
The Audit Committee shall be a committee of the Board, shall consist of at least three “independent” Trustees, as defined in the New York Not-for-Profit Corporation Law, and shall be responsible for performing the following duties: (1) overseeing the accounting and financial reporting processes of the Society and the audit of its financial statements; (2) annually retaining or renewing the retention of an independent auditor to conduct the audit; (3) reviewing the results of the audit, including the management letter, with the independent auditor; (4) reviewing with the independent auditor the scope and planning of the audit prior to the audit’s commencement; (5) upon completion of the audit, reviewing and discussing with the independent auditor any material risks and weaknesses in internal controls identified by the auditor, any restrictions on the scope of the auditor’s activities or access to requested information, any significant disagreements between the auditor and management, and the adequacy of the Society’s accounting and financial reporting processes; (6) annually considering the performance and independence of the independent auditor; (7) overseeing the adoption, implementation of, and compliance with any conflict of interest or whistleblower policies adopted by the Board; and (8) reporting on its activities to the Board.
6.1.4 – GOVERNANCE COMMITTEE
The Governance Committee is responsible as defined above in Section 3.2, for assisting the Board in defining the competency needs of the Board and developing the criteria for the selection of future members. The Governance Committee is also responsible for arranging Board assessments and development, for reviewing the Bylaws, and providing orientation for all Trustees, committee chairs, and other volunteers.
6.1.5 – NOMINATING COMMITTEE
The Nominating Committee shall consist of seven (7) Members, at least three (3) of whom shall be Trustees; the Nominating Committee shall include the Immediate Past President and the immediate past chair of the Nominating Committee. If the immediate past chair of the Nominating Committee and/or the Immediate Past President is unable or unwilling to serve, those places shall be filled by Trustees. The Nominating Committee shall collect the names of nominees for Trustee and Officer positions and screen them for the competency needs established by the Board. The list of candidates shall include at least as many names as will produce the number of Trustees the Board has determined to be appropriate.
No member of the Nominating Committee shall be proposed as a nominee for a Trustee or Officer position. Furthermore, no individual who is a member of the same household, a relative, or who has a business or significant relationship with a member of the Nominating Committee shall be proposed as a nominee for a Trustee or Officer position.
ARTICLE VII – AFFILIATED SOCIETIES & ORGANIZATIONS
7.1 - AFFILIATED SOCIETIES AND ORGANIZATIONS
An orchid society or a horticulture-oriented organization or entity whose stated purposes parallel those of the Society, either with regard to involvement with orchids or with regard to its scientific, educational or conservation ideals, may, with the approval of the Board, become an “Affiliated Society” or “Affiliated Organization.” To preserve such status, the Affiliated Society or Organization shall fulfill such requirements as the Board shall set for these memberships.
Application for such approvals shall be made in writing to the Society and shall contain such information as shall be prescribed by the Board. Upon approval by the designated committee, such applications shall be submitted to the Board for action at its next regular meeting.
Each Affiliated Society and each Affiliated Organization must appoint a representative from the Society (the “Representative”) to be its liaison with the Society, and said Representative must be a Member. The Board may require Affiliated Societies or Affiliated Organizations to fulfill such duties and requirements as they shall from time to time set forth. The Board may terminate the affiliation between the Society and an Affiliated Society or Affiliated Organization at any time for any reason.
No Affiliated Society or Affiliated Organization, or any officer, trustee or member thereof, shall have the power to act for the Society in any manner, as agent or otherwise, nor to bind the Society in any manner, financially or otherwise. No Affiliated Society or Affiliated Organization shall have any proprietary or other interest of any kind in the name “American Orchid Society” or in any combination of such words with other words, except as granted by the Board, and provided that that an Affiliated Society or an Affiliated Organization may in addition to its name use the wording “affiliated with the American Orchid Society, Inc.”
The Board may establish other categories of affiliation with such requirements and privileges as the Board may determine.
ARTICLE VIII - MISCELLANEOUS PROVISIONS
8.1 - DUES
Dues for membership in the Society shall be in such amounts and categories as shall from time to time be determined by the Board, payable on or before a date to be determined by the Board. No entrance fee shall be required to join the Society, except by vote of a majority of the Board. Any Member who shall fail to pay his or her annual dues by the due date shall cease to be a Member. Any Member may resign at any time and shall have no liability for dues after the end of the membership year in which such resignation takes place.
8.2 - PRIZES AND HONORS
The Board shall have the right from time to time, within the limits of the funds at its disposal, to appropriate money for such medals, certificates, honors or other prizes as it shall deem for the best interest of the Society and the advancement of the work for which it is established.
All medals, certificates, honors, including that of Honorary Vice Presidents, or other prizes shall only be granted by a three-quarters majority, secret ballot vote of the entire Board at a regular or special Meeting of the Board.
The Board may, at its discretion, honor certain persons by electing them Honorary Vice Presidents of the Society, for such periods as the Board may set out following the above provisions. This office shall have no duties or rights associated with it, except as provided by the Board.
8.3 – GIFTS
The Board shall be authorized to accept or refuse any deeds, securities, mortgages, bequests, or gifts of any kind or nature on behalf of the Society and in furtherance of any or all of the objects of the Society in concurrence with the established gift acceptance policy of the Society.
8.4 - PERSONAL LIABILITY
Neither the Board, nor any Member or Officer, shall have the power to bind the Members or the individual Trustees or Officers of the Society, personally. All persons extending credit to, contracting with or having any claims against the Society, shall look only to the funds and property of the Society for payment of any debt, damage, judgment or decree, or any money that may otherwise become due or payable to them from the Society, so that none of the Members, the Trustees, and the Officers, present or future, shall be personally liable therefor.
8.5 – INDEMNIFICATION
The Society shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an Officer, Trustee, employee or committee member of the Society against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Society; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of Trustees who are not at that time parties to the proceeding.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
This Article constitutes a contract between the Society and the indemnified Officers, Trustees, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified Officer, Trustee, employee or committee member under this Article shall apply to such Officer, Trustee, employee or committee member with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
8.6 – PROHIBITED ACTIVITIES
No part of the net income of the Society may under any circumstances inure to the benefit of any Officer, Trustee, Member or other individual except as permitted by law.
No substantial part of the activities of the Society shall consist of carrying on propaganda or otherwise attempting to influence legislation. The Society shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.
8.7 - WAIVER OF NOTICE OF MEETINGS
Unless otherwise provided by law, notice of a meeting of the Members, the Board, or any committee need not be given to any Member, Trustee, or committee member, as the case may be, who submits a waiver of notice, whether before or after the meeting. Waiver may be written or electronic. If written, the waiver must be executed by the Member, Trustee, or committee member by signing such waiver or causing his or her signature to be affixed to such waiver by any reasonable means, including, but not limited to, facsimile signature. If electronic, the transmission of the waiver must be sent by electronic mail and must set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the Member, Trustee, or committee member. The presence of any Member at a meeting, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, or of any Trustee who attends a meeting without protesting, prior thereto or at its commencement, the lack of notice of such meeting to such Trustee, will constitute a waiver of notice.
8.7 - AMENDMENT OF BYLAWS
These Bylaws may be amended or repealed, and new Bylaws not inconsistent with any provision of the Certificate of Incorporation of the Society or the laws of the State of New York may be made in the following ways: (1) at any meeting of the Members at which a quorum is present, by the affirmative vote of two-thirds of the Members present in person or by proxy, or (2) at any meeting of the Board, by the affirmative vote of two-thirds of the entire Board; provided, however, that no such amendment, repeal or new Bylaws may be made at any meeting, whether of the Members or of the Board, unless the substance and effect of the proposed amendment, repeal or new Bylaws shall have been stated in the notice of the meeting, which notice shall be given either 1) personally, 2) by first class mail, 3) by facsimile, or 4) by electronic mail not less than thirty (30) days prior to the meeting unless a longer time shall be required for notice of such meeting by other provisions of these Bylaws.
Approved by the Board of Trustees on October 16, 2014 to be compliant with NY State not-for-profit law.
Amended by the Board of Trustees on May 28, 2020 to allow for electronic meetings and election votes by proxy in case of catastrophic and unusual circumstances when face-to-face meetings are not possible (section 2).
