CONSTITUTION

May 26, 2015

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ARTICLE I – NAME

The name of the organization shall be:

THE BONSAI SOCIETY OF PORTLAND, OREGON, INC.

ARTICLE II – OBJECTIVES

The objectives of the organization shall be:

A.        To promote interest in and the enjoyment of Bonsai.

B.        To assemble and make available information on the culture of Bonsai.

C.        To promote the collection and exhibition of Bonsai.

D.        To acquaint Bonsai fanciers with each other.

E.         This corporation is organized for educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.

F.         Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code.

ARTICLE III – MEMBERSHIP

Anyone interested in furthering the objectives of the organization may become a member upon payment of the required dues. It is hoped that members whenever possible will actually grow and study Bonsai.

Classes of membership shall be active and honorary. Each active and honorary member shall have one vote.

Upon dissolution of this corporation, and after paying or adequately providing for the debts and obligations of the organization, the acting Board shall distribute the remaining assets to a non-profit fund, foundation, or corporation which has established its tax exempt status under section 501(c)(3) of the Internal Revenue Code.

ARTICLE IV - OFFICERS

Section 1. The Executive Board shall be empowered to formulate policies and recommend action for the consideration of the organization. Term of office shall be for two years.

Section 2. The Executive Board of the organization shall consist of the following:

A.        President

B.        First Vice-President

C.        Second Vice-President

D.        Secretary

E.         Treasurer

F.         Past President

Section 3. The President, First Vice-President, Second Vice-President, Secretary and Treasurer shall each hold one vote.  The Past President is a non-voting advisory position.

Section 4. Resignations from the Board must be received in writing.  All vacancies among the officers shall be filled for the remainder of the term by the Executive Board.

Section 5. The committee chairmen of the organization shall be those appointed by the President.

ARTICLE V – MEETINGS

Regular meetings shall be held monthly and the regular meeting in January shall be deemed the Annual Meeting.

ARTICLE VI – AMENDMENTS

These By-laws may be amended by a majority vote of the members present at any meeting providing notice of the proposed changes has been announced at the previous meeting and mailed to all voting members at least thirty days prior to the date of the vote.

BY-LAWS

ARTICLE I – DUTIES OF OFFICERS

Section 1. The President shall preside at all meetings, act as chairman of the Executive Board, appoint committees, and perform all other duties pertaining to the chief executive of the organization. The President is responsible for scheduling monthly Board meetings.

Section 2. The First Vice-President shall assume all the duties of the President if the latter is unable to preside. His/her major function shall be that of Program Chairman.

Section 3. The Second Vice-President shall assume the duties of the President if both the President and the First Vice-President are unable to preside. His/her major function shall be that of Membership Chairman, which includes publishing a yearly roster.

Section 4. The Secretary shall record the minutes of all meetings and keep a file record of the Society’s activities. The minutes of each Board meeting shall be provided to the board prior to the following board meeting. He/she shall handle all correspondence requested by the Executive Board.

Section 5. The Treasurer shall receive all Society funds or dues from the membership and others and deposit them in the Society’s name in a bank designated by the Executive Board. He/she shall make payment of all bills for normal operating expenses and those submitted by Board members and designated committees up to and including $100.00, and shall make payment of any other bills upon approval of the Executive Board. He/she shall keep a book record of all receipts and disbursements and make such reports, as the Executive Board shall deem necessary. The Treasurer shall, at the end of the fiscal year, arrange for the Society books to be audited by the Finance Committee, said committee to contain no less than three BSOP members as appointed by the President.  The Finance Committee shall document such audit by written report to the Board of Directors no later than April 30th of each year. 

Section 6. All officers and committee chairmen are encouraged to submit an annual written report detailing their responsibilities and giving recommendations for improvement in their offices. These reports are encouraged to be in duplicate: one copy to be put in a file and passed on to the next officer or chairman, and the other copy to be kept in safekeeping by the President.

ARTICLE II – MEMBERSHIP

Section 1. Active members are those who have paid their dues. Anyone who is interested in the objectives of this Society as herein set forth shall be eligible to membership in this Society as an active member. Each active member is entitled to one vote.

Section 2. Honorary members are those members who have been formally recognized by the Society as having contributed greatly to the furtherance of the knowledge of Bonsai, and who are widely recognized for outstanding knowledge and skill in the art. Each honorary member is entitled to one vote.  Honorary members shall be recognized in the annual roster.

ARTICLE III – ELECTIONS

Section 1. Elections of officers shall be held at the November meeting of even years beginning in 2008.  Elected officers will be installed at the Annual Meeting in January of odd years, beginning in 2009.  It is hoped that the outgoing officers and incoming officers can meet together at least one time prior to installation in order to facilitate easy transition between Boards.

Section 2. Nominations shall be made by a committee appointed by the President, consisting of one member from the Executive Board, and four other members, active or honorary.

Section 3. The Nominating Committee shall, after ascertaining that the nominees will serve if elected, submit the names of nominees for each office to the Board in sufficient time for the Board to provide notice to the membership at least one month prior to the annual meeting, or by the October meeting, in even years beginning 2008.

ARTICLE IV – DUES

Section 1. The executive board shall determine the dues for members.  Subject to approval of members after notification in writing prior to vote.

Section 2. Renewal notices shall be sent the month prior to the member’s anniversary month.  Dues for the following year are payable by the end of the member’s anniversary month.  Membership shall expire the last day of the member’s anniversary month for nonpayment of dues.

ARTICLE V – AMENDMENTS

These By-laws may be amended by a majority vote of the members present at any meeting providing notice of the proposed changes has been announced at the previous meeting and mailed to all voting members at least thirty days prior to the date of the vote.