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MICHIGAN BOTANICAL CLUB, INCORPORATED
CONSTITUTION AND BYLAWS
(Revised July 1995)
ARTICLE I - NAME
1.1 The name of this nonprofit corporation is Michigan Botanical Club,
Incorporated, hereafter referred to in the corporation's constitution and bylaws as
"the Club" or "Club".
ARTICLE II - AIMS
2.1 The aims of this organization are:
1. Conservation of all native plants;
2. Education of the public to appreciate and preserve plant life;
3. Sponsorship of research and publications on the plant life of the State;
4. Sponsorship of legislation to promote the preservation of Michigan native flora and to
establish suitable sanctuaries and natural areas;
5. Cooperation in programs concerned with the wise use and conservation of all natural
resources and scenic features.
ARTICLE III - MEMBERSHIP
3.1 There are four classes of membership with dues as provided in the bylaws.
Any individual or organization interested in the aims of the Club shall be eligible for
membership.
1. Individual membership - For individuals.
2. Family membership - For individuals living in the same household
3. Institutional membership - For organizations.
4. Honorary membership - For individuals. This class of membership may be bestowed by the
Board of Directors in recognition for outstanding work in conservation or plant science.
The recipients are members for life and have all the privileges of membership.
Each Individual or Honorary member and a representative of each organization
holding an Institutional membership are entitled to vote and receive official publications
of the Club. Each Family membership shall receive one vote and the official publications
of the Club.
ARTICLE IV - OFFICERS AND DUTIES
4.1 The officers of the Club consist of a President, Vice President, recording
Secretary, Corresponding Secretary, and Treasurer.
4.2 The President is the executive officer of the Club. The President calls and
presides at meetings of the Board of Directors and of the general membership; appoints
Chairs of committees, not otherwise provided for herein; and is an ex officio member of
these committees.
4.3 The Vice President will perform the duties of President in event of the
absence or disability of the President.
4.4 The Recording Secretary keeps records of all meetings of the general
membership and the Board of Directors; arranges issuance of meeting notices; keeps on file
written reports from standing committees; and performs other duties generally incident to
this office.
4.5 The Corresponding Secretary shall carry on all general correspondence;
conducts all secretarial duties connected with State Club elections and balloting
connected with constitutional amendments; arranges for issuance of State Club newsletters
to be sent out to the entire Club membership; receives and processes requests for
formation of new chapters; and performs other duties generally incident to this office.
4.6 The Treasurer is charged with dues, funds, accounts, receipts, and property
of the Club except those pertaining to The Michigan Botanist; makes disbursement
under the direction of the Board of Directors; makes an itemized report of the receipts,
expenditures, and inventory report of the Club property at the Spring meeting and at the
end of the fiscal year; and makes reports required by the state and federal governments.
The account shall be audited at the end of the fiscal year by a committee appointed by the
President, consisting of two members of the Club. The Treasurer is chair of the auditing
committee for The Michigan Botanist.
ARTICLE V - BOARD OF DIRECTORS AND DUTIES
5.1 The Board of Directors is composed of the officers, the Directors at Large,
the immediate Past President, the president of each Chapter or their representative, and
the Editor-in-Chief of The Michigan Botanist.
5.2 The Board of Directors interprets and implements the policies of the Club,
appoints the Editor-in-Chief of The Michigan Botanist, and confirms the
appointment to the Editorial Board of The Michigan Botanist.
ARTICLE VI - ELECTION AND TERMS OF OFFICERS AND
DIRECTORS-AT-LARGE
6.1 A. The officers are elected biennially by the membership.
B. Each Chapter appoints one Director-at-Large every year. The term of office
for the Directors-at-Large is three years.
6.2 On or before February 1 of alternate years, the President appoints a
Nominating Committee of at least three active members, of whom at least one must not be a
member of the Board of Directors. This committee draws up a slate of at least one
candidate and not more than three for each office and presents it to the Board of
Directors for certification on or before May 30.
6.3 A. The slate that has been certified by the Board of Directors is
mailed to all the membership as a report on or before October 1. This report will quote
the nomination and election procedures.
B. Besides committee nominations, any eligible member may be nominated by
written petition of not less than ten (10) members received by the Chair of the Nominating
Committee (with notice of its submission sent to the Corresponding Secretary) not later
than September 1, accompanied by written consent of the nominee to be a candidate and to
serve if elected.
C. If the Nominating Committee has submitted, and the Board of Directors has
certified, only one nomination for office, and if no nominating petitions are received for
any office as prescribed above, those nominated are declared elected, and no further
election procedures are required for each such office.
D. If there are two or more nominees for any office, by any means, the
Nominating Committee will include these nominations on the ballots according to the
following procedures:
1. The ballot that has been certified by the Board of Directors shall be mailed
by the Corresponding Secretary to all the membership on or before October 1. The ballots
shall be returned on or before November 1 to the Chair of the Nominating Committee for
tabulation.
2. The candidate receiving the greatest number of the votes cast for each
contested office is elected. The Chair of the Nominating Committee certifies to the Board
of Directors the complete results of the election by written notice to the Corresponding
Secretary. In case of tie, the Board of Directors breaks the tie by lot.
3. The terms of all Officers and Directors-at-Large commences at the beginning
of the fiscal year.
ARTICLE VII - BOARD, AND GENERAL MEMBERSHIP MEETINGS
7.1 Board of Directors Meetings: The Board shall hold at least one fall, one
winter, and one spring meeting each year at the call of the President. One half of the
members of the Board constitutes a quorum for conducting business, and a simple majority
of those present is required for action unless otherwise specified herein. If no meeting
of the Board of Directors has been held within a period of sixty days, and no meeting has
been scheduled by the President for the ensuing thirty days, the Recording Secretary shall
send out notices for such a meeting upon the written request of any five members of the
Board of Directors.
7.2 General Membership Meetings: There shall be at least two general meetings of
the membership each year. A quorum for voting at meetings of the General Membership
consists of twenty members or ten percent of the members in good standing, whichever is
larger. A simple majority of those present is required for action, unless otherwise stated
herein. No quorum is required for discussion of matters of business. A. special meeting of
the General Membership may be called on written petition of ten percent of the members in
good standing. The Recording Secretary shall send out notice for such a meeting on receipt
of the petition. In the absence of the President and Vice President at this special
meeting, the members present shall elect a temporary chair for this meeting.
ARTICLE VIII - AMENDMENTS AND REVISIONS TO THE CONSTITUTION
8.1 Proposal of Amendments and Revisions to the constitution: Amendments and
revisions to the constitution may be proposed by any of the following methods:
A. Amendments or constitutional revisions may be originated by any member of the
Board of Directors. If approved by the Board, the proposed amendment or revision is
submitted to the membership by mail for their ratification.
B. A proposed amendment or constitutional revision, signed by ten members in
good standing, may be submitted to the Board of Directors by written notice to the
Corresponding Secretary and shall be considered by the Board at their next meeting. If
approved by the Board of Directors, the proposed amendment or revision is submitted to the
membership by mail for ratification.
8.2 Approval of Amendments and Revisions: Amendments or revisions to the
constitution shall be submitted to the membership by mail after approval by a majority
vote of the Board of Directors. A two-thirds majority of the membership voting is
necessary to ratify an amendment or revision to the Constitution.
BYLAWS
ARTICLE I - INCORPORATION
1.1 This club is incorporated as a nonprofit corporation in accordance with the
laws of the state of Michigan.
ARTICLE II - FISCAL YEAR
2.1 The fiscal year, and the membership dues renewal year commences on the first
of January. The year for initial membership dues is considered as starting on the nearest
first of January.
ARTICLE III - CHAPTERS
3.1 Any regularly organized group interested in the aims of this Club may be
affiliated with the Club as a Chapter upon application to the Board of Directors by
written notice to the Corresponding Secretary. A Chapter shall have access to the
facilities of the Club and may join in any of its activities. The Constitution and Bylaws
of the Chapter may be patterned after, but shall not conflict with the Constitution and
Bylaws of the Michigan Botanical Club. Chapters shall provide for election of officers
annually or biennially. When these conditions obtain, a certificate of Chapter affiliation
shall be granted by the Board of Directors. All members of the Chapter are members of the
Club. Each Chapter will appoint or elect one Director-at-Large each year to serve for a
three-year appointment. Each Chapter shall submit an annual report of the Chapter
activities at the Spring Meeting of the Michigan Botanical Club. At the beginning of each
Quarter (November, February, May, and August), the Chapter Secretary or Membership Chair
shall compile a current and accurate roster of the Chapter membership and forward it to
the State Membership Secretary.
ARTICLE IV - DUES
4.1 Establishment of Dues
A. All members pay yearly dues as determined by the Board of Directors.
B. The Board of Directors shall publish, in an official Club publication, any
changes in dues not less than four months before the effective fiscal year.
C. Dues determined by the Board of Directors are governed by the following
constraints:
a. The Institutional dues shall be no less than dues for an Individual
membership and no more than double the dues for an Individual membership.
b. The Honorary membership shall be without fee.
c. The dues shall include a specified amount for subscription to The Michigan Botanist
and/or other official Club publications.
4.2 Chapters
A. The annual dues, of members affiliated with a Chapter, are paid to the
Michigan Botanical Club, Incorporated, by each chapter, at the rates determined by the
Board of Directors.
B. In addition to membership dues, each Chapter shall pay the cost of
preparation and distribution of all notices, announcements, etc., except for formal
publications and/or journals covered by increased dues, to its own members. If Chapters
are asked to assume any obligation in connection with distribution of The Michigan
Botanist and/or other formal publications covered by increased dues, they shall be
reimbursed for expenses incurred.
C. Each Chapter has the privilege of setting its own Chapter dues to be paid by
its members.
D. Any Chapter in arrears to the Michigan Botanical Club, Incorporated, for more
than one year shall be considered inactive. Official publications and/or journals covered
by increased dues will not be sent to members of chapters in arrears.
ARTICLE V- STANDING COMMITTEES
5.1 The Standing committees are Big Tree, Editorial, Board of The Michigan
Botanist, and other committees as are deemed necessary.
5.2 The chair of each committee shall submit a written report to the Recording
Secretary at the Annual Spring Meeting, and may be asked to report to the Board of
Directors at other times.
ARTICLE VI - THE MICHIGAN BOTANIST
6.1 The name of the journal published by the Michigan Botanical Club,
Incorporated is The Michigan Botanist. The management of the journal is vested in
the Editor-in-Chief and the Editorial Board. The Editor-in-Chief is the chair of the
Editorial Board and is appointed by the Club's Board of Directors for a specified term of
office not less than two years nor more than six years in length. The Editor appoints an
Editorial Board consisting of no less than three nor more than six members, at least one
of which should also be a member of the Club's Board of Directors. These members of the
Editorial Board serve for two years. The appointment of members to the Editorial Board is
subject to approval by the Board of Directors. The Editorial Board appoints the
Business-circulation Manager who will be an additional member of the Editorial Board.
6.2 The Business-circulation Manager receives the money designated by the Board
of Directors for the publication of The Michigan Botanist by the middle of the
Club's fiscal year, receives subscriptions for the journal as directed by the Editorial
Board, maintains a separate account for The Michigan Botanist and renders an
annual accounting of the financial affairs of the journal at the Annual Meeting. The books
shall be audited by a committee appointed by the President, the State Treasurer being the
chair.
ARTICLE VII - VACANCIES
7.1 In case of death, resignation, inability to serve, or nonperformance of
duties by the President, the Vice President shall succeed to that office. The filling of
vacancies in any other office on the Board shall be by election by the Board of Directors
at a regular or special meeting.
ARTICLE VIII - AMENDMENTS AND REVISIONS TO THE BYLAWS
8.1 Proposal of Amendments and Revisions to the Bylaws. Amendments and revisions
to the bylaws may be proposed by any of the following methods:
A. Amendments or revisions may be originated by any member of the Board of
Directors. If approved by the Board, the proposed amendment or revision shall be submitted
to the membership by mail for their ratification.
B. A proposed amendment or revision, signed by ten members in good standing, may
be submitted to the Board of Directors by written notice to the Corresponding Secretary
and shall be considered by the Board at their next meeting. If approved by the Board of
Directors, the proposed amendment or revision shall be submitted to the membership by mail
for their ratification.
8.2 Approval of Amendments and Revisions. Amendments or revisions to the bylaws
shall be submitted to the membership by mail after approval by a majority vote of the
Board of Directors. A simple majority of the membership voting is necessary to ratify an
amendment or revision to the Bylaws.
ARTICLE IX - PARLIAMENTARY AUTHORITY
9.1 All business, unless stated otherwise in the constitution or Bylaws, shall
be conducted according to Robert's Rules of Order.
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