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Bylaws

SAN DIEGO EPIPHYLLUM SOCIETY, INC.

BY-LAWS

As approved by the Board of Directors and the General Membership, June 2007

 

Article I

Name

A.                The name of this corporation is the San Diego Epiphyllum Society, Inc.

 

Article II

Purpose

A.                This corporation is a non-profit mutual benefit corporation organized under the non-profit public benefit corporation law. The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under such law.

B.                 The specific purpose of this corporation is to encourage the study of epiphyllum, and to develop public support and interchange of ideas on growing, displaying and collecting of epiphyllum and its related species.

C.                 To compile the correct names and detailed description of the hybrids together with their synonyms, and to encourage the use of the original names first given by their originators.

 

Article III

Principal

A.                The principal office for the transaction of business of the Society shall be Casa del Prado, Balboa Park, unless otherwise provided.

Article IV

Membership and Dues

 

A.                Membership shall be open to all individuals or organizations that support the purpose set forth in Article II.

B.                 An active member is any individual or organization who has paid dues and the period covered by such dues has not expired.

C.                 An Honorary Membership may be bestowed upon recommendation of the Executive Board.  An Honorary Membership includes full rights and privileges of the Society.  An Honorary Member shall be exempt from paying dues.

D.                All members in good standing are automatically members of the corporation.

E.                 The Executive Board shall have the power to revoke any individual membership or organization membership in the Society at any time when good cause is shown to justify such action.

F.                  The Executive Board shall determine membership dues.

G.                Dues shall be payable annually upon application for membership and become renewable upon the anniversary of application.

H.                Dues become delinquent after three (3) months’ non-payment.  Membership will  terminate after three (3) notifications on newsletter mailing label.

I.                   The fiscal year for the Society shall be from July 1 to June 30.

 

Article V

Officers

 

A.                The elected officers of the Society shall be President, First Vice-President, Second Vice-President, Recording Secretary, Corresponding Secretary, Membership Secretary, Treasurer and five (5) Directors.

B.                 One year’s membership shall be required before a member shall be eligible to be an elected officer.

C.                 The retiring president shall become an ex-officio member of the Executive Board for one year, unless elected to another office.

D.                Any officer missing three consecutive Board meetings, without approval of the Executive Board, will be automatically removed from office and a replacement named as in “E” below.

E.                 Should any office become vacant for cause during the term of office, the vacancy shall be filled by majority vote of the Executive Board.

F.                  Any officer may be removed from office for due cause by two-thirds vote of the Executive Board.

G.                All officers, except Directors, shall serve a term of one year, or until their successors are elected.  No officer shall be eligible to serve more than two consecutive terms in the same office.  No officer shall hold two or more offices simultaneously.

H.                The five (5) Directors shall serve for two years, or until the election of their successors.  The term of office shall be staggered with three (3) Directors elected in odd years.  Any member having served two consecutive terms as a Director shall be eligible for re-election to that position after the interval of one year.

I.                   Every officer shall be accountable to the Executive Board for his/her actions on behalf of the Society.

J.                   Any elected officer wishing to resign may do so in writing addressed to the Recording Secretary.

K.                Any officer and/or appointed chairman shall relinquish all property, records, books, papers, tapes, pictures, etc. to their successor or to the President immediately upon vacating the office due to resignation or expiration of term.

 

Article VI

Officers’ Duties

 

Section 1.

A.                The President shall preside at all meetings of the Society and Executive Board.

B.                 Appoint any committee chairman deemed advisable for the progress of the Society with the approval of the Executive Board.

C.                 The President shall appoint a Parliamentarian to serve annually.  The Parliamentarian shall not have a vote on the Executive board.

D.                Be ex-officio on all committees except the Nominating Committee.

E.                 Submit an annual report in the first Newsletter following the end of his/her term of office.

F.                  Conduct other Society business as necessary with the approval of the Executive Board.

G.                Shall have no vote except to break a tie.

 

Section 2.

A.                The First Vice President shall serve as program chair.

B.                 Perform the duties of the President in that officer’s absence or at the request of the Executive Board.

 

Section 3.

A.                The Second Vice President shall be chairman of the Mother’s Day Flower Show.  He/she shall select a chairman for the plant and cutting sales.  The plant and cutting sales chairman will only accept donated plants and cuttings for the sale at the Shows.

B.                 Preside at a meeting as Pro-tem President if necessary

 

Section 4.

A.                The Recording Secretary shall keep an accurate account of all records of the Society’s General Meetings, Executive Board Meetings and all other meetings as requested by the Executive Board.

B.                 Provide a copy of the minutes to the President.

C.                 Be custodian of all past and present secretarial records.

D.                Certify all official acts of the Society, including results of the annual election of officers and directors.

 

Section 5.

A.                The Corresponding Secretary shall have charge of the general Society correspondence and shall route any other mail to the appropriate office or chair.

B.                 Answer all inquiries promptly.

C.                 Give report of correspondence at monthly Executive Board Meetings.

D.                Perform duties of Recording Secretary if that officer is absent.

E.                 Notify Executive Board members of Board Meetings via email or phone.

 

Section 6.

A.                The Membership Secretary shall collect all membership dues for new and renewing members.

B.                 Maintain an up-to-date membership roster showing date joined; amount of dues paid and for length of time paid.

C.                 Keep a record of all monies received by date.  These records shall be audited and must balance with the books of the Treasurer.

D.                Give a monthly report to the Executive Board and at General Meetings.

 

Section 7.

A.                The Treasurer shall have charge of all Society Funds.

B.                 Receive, record and account for all Society Funds collected from any other officer’s or chairman’s books and statements.

C.                 Keep a record book showing receipts and disbursements of each meeting night.  This record shall balance with all other officer’s or chairman’s books and statements.

D.                Deposit all newly received finds in the Society’s bank accounts by meeting night dates.

E.                 Have signature cards for all bank accounts signed by the President, First Vice President and Treasurer immediately following election of officers.  Bank accounts must be in the name of the San Diego Epiphyllum Society, Inc. only.

F.                  All checks shall be signed by two of the three officers named in “E” above.

G.                Give a monthly report of receipts and disbursements to the Executive Board with copies to the President and the Recording Secretary.

H.                Prepare annual statements of all accounts held by the San Diego Epiphyllum Society, Inc. for publication in the Epi News and present books for audit at completion of term of office.

1.                  An income and expense statement, and a profit and loss statement for the previous year shall be published in February.

2.                  An income/expense statement for January – June shall be published in August of the same year.

I.                   Prepare all financial reports required by the State of California and/or the Federal Government.

J.                   The Treasurer shall be bonded by the Society in an amount approximately equal to the maximum funds on deposit.

 

Article VII

The Executive Board

 

A.                The Executive Board shall consist of the President, First Vice President, Second Vice President, Recording Secretary, Corresponding Secretary, Membership Secretary, Treasurer, Five (5) Directors and the Immediate Past President.

B.                 The Executive Board may designate Honorary Director status on any qualified member.  Honorary Directors may meet by mutual consent to make recommendations to the Board or to the Society and may attend Executive Board meetings as “Friends of the Board”.  Qualifications include outstanding contributions or service to the Society.

C.                 It shall establish the policies and procedures of the Society.

D.                It shall meet monthly for the transaction of the business of the Society.

E.                 It shall read, correct and approve its own minutes and keep a record of the General Meeting minutes.

F.                  It may adopt any measure not inconsistent with the Articles of Incorporation of the San Diego Epiphyllum society, Inc.

G.                As soon as practical after the first meeting in January, an operating budget shall be submitted to the general membership for approval.

H.                The Executive Board may authorize expenditure of no more than $300.00 each month, not to exceed a total of $1500.00 each year, without approval of the membership.  The Executive Board may authorize expenditure of any pre-approved budget item.

I.                   It shall approve any disposal of property of any type owned by the Society.

J.                   The Executive Board will not enter into any ongoing financial obligation in any amount, without approval of the membership.

 

Article VIII

Appointed Chairman

 

A.                All appointed chairman and committee chairmen shall keep a record of their assigned obligations and activities.  Chairmen shall be guided by the President and report and consult with the Executive Board.

B.                 Attendance at the Executive Board meeting is desirable but not mandatory.

C.                 Chairmen of Special Committees may appoint other members to serve on their committee.

 

Article IX

Nominating Committee

 

A.                A Committee of five (5), consisting of an Executive Board Officer, a Director and three (3) members from the general membership, who shall not also be members of the Executive Board, shall compose the Nominating Committee.

B.                 These shall be elected by the general membership at the regular August meeting.

C.                 It shall be the duty of the Nominating Committee to nominate candidates for all elected offices to be elected at the regular November meeting.

D.                Nominees shall be presented to the general membership at the regular meeting in September.

E.                 Additional nominations may be made from the floor at the September general meeting ONLY.  Such nominees must present their written signed consent to the Recording Secretary before the adjournment of the September general meeting.

F.                  Names of nominees and their respective offices shall be published in the Society Newsletter prior to the October meeting.

 

Article X

Voting

 

A.                An individual member is entitled to one (1) vote.

B.                 Organizations may have one (1) vote.  However, any Organization Representative may not also vote as a general member.

C.                 There will be NO proxy votes.

D.                Absentee votes will be permitted. If a member is unable to attend the November General Meeting, they may request, in writing or electronic communication, a ballot from the Recording Secretary. The Recording Secretary will mail the absentee ballot promptly, including a self addressed envelope, instructing the member to return the ballot in envelope provided.  Such ballot must be received by the Recording Secretary before the date of the regular election.

E.                 Only the tellers shall open absentee ballots.  The President shall appoint tellers on the date of the election.

F.                  The Society’s Recording Secretary shall certify the results of the election.

 

Article XI

Meetings

 

A.                The Society shall hold a monthly general meeting.  A quorum shall be the lesser of three times the current number of officers and directors or 36 members.

B.                 The Society’s Executive Board shall hold a monthly meeting.  A quorum shall be seven (7) members.

C.                 The general meeting in December shall include the installation of new Officers and Directors.

D.                Special meetings may be called by the President or by seven (7) members of the Executive Board or by thirty six (36) members of the general membership.  Such meetings must be communicated to every member of the Board by telephone, electronic communication or written notice by the Corresponding Secretary. 

E.                 The purpose of the specially called meeting shall be stated and only that stated business may be conducted at such a meeting.

 

Article XII

Amendments

 

A.                All other by-laws are hereby invalid.

B.                 No amendments or alterations to these by-laws may be made without a written notice of such change being published in the Society Newsletter one month prior to actual voting on such amendment or alteration.

C.                  The Recording Secretary shall read any amendment to the members at two successive regular meetings before a vote is taken.

D.                An amendment may be passed upon the vote of two-thirds majority of members present.

E.                 An amendment may not be voted by an absentee ballot.

 

Article XIII

Parliamentary Authority

A.                The rules contained in Robert’s Rules of Order, newly revised 1970, shall govern in all cases to which they are applicable and in which they are not inconsistent with these by-laws.

 

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STANDING RULES

AS ATTACHED TO THE BY-LAWS

SAN DIEGO EPIPHYLLUM SOCIETY, INC.

June 2007

 

 

A.                All appointed committee chairpersons and coordinators shall keep a written record of their assigned obligations and activities.  Chairpersons/coordinators shall report to, and consult with, the President and Executive Board.

 

1.                   Internet Coordinator

a.                   The President shall appoint the Internet Coordinator, to be confirmed by the Executive Board.  The Internet Coordinator will serve a term of one year, to run concurrently with the office of the Presidency.

b.                  The Internet Coordinator shall oversee and manage the SDES presence on the World Wide Web and will be responsible for the design, content, and all changes necessary to make information available on the Internet, consistent with SDES objectives, outlined in Article II of the SDES by-laws.

c.                   All activities of the Internet Coordinator are subject to review by, and approval of, the Executive Board.

2.                  Wild Animal Park Coordinator (hereafter to be called WAP Coordinator)

a.                   The President shall appoint the WAP Coordinator to be confirmed by the Executive Board.  The WAP Coordinator will serve a term of one year, to run concurrently with the office of the Presidency.

b.                  The WAP Committee, consisting of members who work at the WAP on a regular basis and headed by the WAP Coordinator, will oversee the care and maintenance of the Epiphyllum House (lower house) and reserve house (upper house).

c.                   The WAP Coordinator shall be responsible for and in charge of, all shows, special events and sales regarding Epiphyllums at the Wild Animal Park.

d.                  All money raised at the WAP shall be deposited in a special checking account, (hereafter to be known as the SDES WAP Committee Fund), separate from the SDES General Fund Account.  This new account’s signature card will allow access by the following signatories: 1) the WAP Coordinator, 2) the SDES President and 3) the SDES Treasurer.  This account shall always require two (2) signatures on all checks.

e.                   All expenditures by the SDES WAP Committee shall be monitored by the WAP Coordinator and WAP Chief horticulturist, while the SDES Executive Board shall be apprised of expenditures over $300.00 (three hundred dollars).

f.                   A financial statement, prepared by the SDES Treasurer, shall be presented to the SDES Executive Board and WAP Chief Horticulturist for approval and filing quarterly.

g.                  All money generated as a result of SDES activities at the WAP shall be spent at the WAP for maintenance and development of the SDES’ ongoing presence at the WAP, as consistent with SDES objectives, outlined in Article II of the by-laws.

h.                  All materials, plant and other, donated by the SDES or individual members, shall irrevocably become the property of the San Diego Zoological Society.  These materials will remain on the premises of the San Diego Wild Animal Park under the co-protection and co-direction of the SDES WAP Committee.

3.                   Editor

a.                   The President shall appoint the Editor of the Epi News, to be confirmed by the Executive Board.  The Editor will serve a term of one year, to run concurrently with the office of the Presidency.  The Editor will be paid $100.00 per month.

b.                  The Editor shall publish a monthly newsletter of no less than four (4) pages in a timely manner so that the majority of local members receive it prior to the monthly meeting.

c.                   The Editor shall exercise his/her discretion in running color photographs on the front cover.

d.                  Each November the Editor shall include a notice that a Membership list is available and can be requested from the Membership Secretary.

e.                   The Editor shall run an election slate in the Epi News .

f.                   The Editor shall run the annual proposed budget in the January or February newsletter, so that members have the opportunity to review it before voting.

g.                  The Editor shall follow all U.S. Post Office guidelines on printed material subject to bulk mailing.

4.                   Postal Coordinator

a.                   The President shall appoint the Postal Coordinator, to be confirmed by the Executive Board.  The Postal Coordinator will serve a term of one year, to run concurrently with the office of the Presidency.

b.                  The  Executive Board shall, at Board Meetings, affix mailing labels (as provided by the Membership Secretary) to the monthly newsletters (as provided by the Editor) to assist the Postal Coordinator.

c.                   The Postal Coordinator shall complete the monthly bulk mail paperwork for the newsletter and take the newsletters to the post office in a timely manner to ensure that the majority of local members receive the newsletter prior to the meeting.

d.                  The Postal Coordinator shall remain current with postal regulations that govern bulk mailings.

e.                   The Postal Coordinator shall be alert to the amount of money in the bulk mailing account and shall alert the Treasurer to replenish it as needed.  (Amount remaining in account will be shown at bottom of receipts.)

5.                   Librarian

 

a.                   The President shall appoint the Librarian, to be confirmed by the Executive Board.  The Librarian will serve a term of one year, to run concurrently with the office of the Presidency.

b.                  The Librarian shall be responsible for maintaining all material in the SDES Library in good condition and making purchases within approved budget.

c.                   The Librarian shall open the Library during monthly meetings so that members have access to the materials.

d.                  The Librarian shall maintain a checkout card system and shall ensure that members desiring to check out material are members in good standing.  The Librarian shall follow-up overdue items with telephone calls.  In the event that a member does not respond to the telephone call, the Librarian shall inform the President who will write a letter to that member.

e.                   The Librarian shall maintain a written inventory of all materials available in the Library.  The inventory shall be reviewed on an annual basis.

f.                   The Librarian shall not store any Library materials in any location other than the Library without the approval of the Executive Board.

g.                  The Librarian shall not dispose of any Library materials without the approval of the Executive board.

6.                   Historian

a.                   The President shall appoint the Historian, to be confirmed by the Executive Board.  The Historian will serve a term of one year, to run concurrently with the office of the Presidency.

b.                  The Historian shall ensure that historical events and annual shows are recorded in the SDES scrapbooks and photo albums, which are retained in the Library.

c.                   The Historian shall accept and review any photographs, articles or epi memorabilia submitted by members for inclusion in the scrapbooks.

7.                   Hospitality Coordinator

a.                   The President shall appoint the Hospitality Coordinator, to be confirmed by the Executive board.  The Hospitality Coordinator will serve a term of one year, to run concurrently with the Office of the Presidency.

b.                  The Hospitality Coordinator shall set up the Hospitality Table at monthly meetings with separate sign-in sheets for members and guests and welcome brochures.

c.                   The Hospitality Coordinator shall greet guests and give them a guest nametag.

 

d.                  The Hospitality Coordinator shall welcome and announce our guests at the beginning of the business meeting and invite them to select a potted plant from the Cuttings Sales Table.

e.                   The Hospitality Coordinator shall hold a drawing among the members  wearing SDES name badges at the beginning of the business meeting.  The   members whose number  are drawn get a gift.

8.                   Refreshments Coordinator

a.         The President shall appoint the Refreshments Coordinator, to be confirmed by the Executive board.  The Refreshments Coordinator will serve a term of one year, to run concurrently with the Office of the Presidency.

 

b.                   The Refreshments Coordinator shall have available a sign-up sheet for the Goodies List and will ensure the list is given to the Editor for inclusion in the next Epi News.

 

c.                   The Refreshments Coordinator shall set up the refreshment tables for the monthly meetings and will coordinate members’ contributions to the refreshments.

d.                  The Refreshments Coordinator shall maintain a supply of items needed for the refreshments table (i.e. napkins, paper plates, plastic ware, cups, coffee, punch, etc.)

e.                   The Refreshments Coordinator shall ensure that the kitchen area is cleaned and all items stored properly following monthly meetings.

f.                   As a courtesy to the security/custodians people, the Refreshments Coordinator shall leave a plate of goodies for them.

9.                   Raffle Table Coordinator

a.                   The President shall appoint the Raffle Table Coordinator, to be confirmed by the Executive Board.  The Raffle Table Coordinator shall serve a term of one year, to run concurrently with the Office of the Presidency.

b.                  The Raffle Table Coordinator shall set up and run the Raffle Table for each month, except May (mini-show) and December (annual awards banquet).  Raffle tickets will be available to all members and guests; three tickets per $1 donation.  The Raffle Table Coordinator shall ensure there is an adequate supply of tickets.

c.                   The Raffle Table Coordinator shall turn in all money received to the Treasurer immediately following the conclusion of the drawing.

 

d.                   Only named Epiphyllum hybrid or species cuttings or plants should be accepted at the Raffle Table.  Any other plants or items donated are acceptable.

 

10.               Cuttings Table Coordinator

 

a.                   The President shall appoint the Cuttings Table Coordinator, to be confirmed by the Executive Board.  The Cuttings Table Coordinator will serve a term of one year, to run concurrently with the Office of the Presidency.

b.                  The Cuttings Table Coordinator shall offer donated cuttings and 4” potted plants for sale at monthly meetings (except May and December).

c.                   The Cuttings Table Coordinator shall determine prices, depending upon the quality and age of the cuttings and plants.

 

d.                  The Cuttings Table Coordinator shall turn in all money received to the Treasurer immediately after concluding sales for the evening.

11.               Publicity Coordinator

a.         The President shall appoint the Publicity Coordinator, to be confirmed by the Executive Board.  The Publicity Coordinator will serve a term of one year, to run concurrently with the Office of the Presidency.

 

b.                  The Publicity Coordinator shall ensure an announcement of the annual Mother’s Day Show will be mailed in a timely manner to the San Diego Union-Tribune and other local media.

c.                   The Publicity Coordinator shall assist the Mother’s Day Show Chairman in publicity as requested by the Chairman (i.e. posters, photographs, and flyers).

12.               Garden Caravan Coordinator

 

a.                   The President shall appoint the Garden Caravan Coordinator, to be confirmed by the Executive Board.  The Garden Caravan Coordinator will serve a term of one year, to run concurrently with the Office of the Presidency.

b.                  The Garden Caravan Coordinator shall schedule and host a caravan to a minimum of four gardens featuring epicacti.

c.                   A Garden Caravan may be held once a year during the blooming season, except during the year SDES hosts an Epiphyllum Convention (once every six years).  At the discretion of the Executive Board, a Caravan may be included with the Event.

d.                  The Garden Caravan Coordinator shall coordinate refreshments for the caravan.  Coffee, juice and donuts/rolls will be available at the first garden, liquid refreshments and snacks optional at other stops and picnic-type lunch offered at the end of the caravan.

e.                   The Garden Caravan Coordinator shall collect all money charged for the caravan and turn over the money to the Treasurer along with an accounting data sheet showing expenditures.

13.               Research and Education Committee Chairman

a.                   The President shall appoint a Research and Education Committee Chairman, to be confirmed by the Executive Board.  The Research and Education Committee Chairman will serve a term of one year, to run concurrently with the Office of the Presidency.

b.                  .  The Research and Education Committee Chairman shall research information pertaining to epicacti as directed by the President and the Executive Board.

14.               Mother’s Day Sale Chairman

a.                   The President shall appoint a Mother’s Day Sale Chairman, to be confirmed by the Executive Board.  The Mother’s Day Sale Chairman will serve a term of one year, to run concurrently with the Office of the Presidency.

 

b.                  The Mother’s Day Sale Chairman shall be responsible for assembling a roster of volunteers and making appointments for the various tasks associated with the two day Mother’s Day plant and cutting sale.

c.                   The Mother’s Day Sale Chairman shall coordinate collection of all consigned or donated plants and cuttings and ensure that they are properly labeled and that cuttings are separated by variety and bagged prior to the sale.

 

d.                  The Mother’s Day Sale Chairman shall obtain all necessary supplies including but not limited to boxes, bags, posters, price lists and handouts prior to the sale.

 

e.                   The Mother’s Day Sale Chairman shall coordinate with the Mother’s Day Show Chairman on publicity for the event (i.e. flyers, etc.).

f.                   The Mother’s Day Sale Chairman shall keep an accurate record of donated plants and cuttings in order to provide receipts for the donations.  A combined report of (1) all plant and cutting donations, (2) sales receipts and (3) an estimate of unsold cuttings shall be provided to the Board.

g.                  The Mother’s Day Sale Chairman shall obtain a finding from the Board at the April Board Meeting as to the prices to be charged for donated plants and cuttings at the next sale.

15.               Workshop Coordinator

 

a.                   The President shall appoint a Workshop Coordinator, to be confirmed by the Executive Board.  The Workshop Coordinator will serve a term of one year, to run concurrently with the Office of the Presidency.

b.                  The Workshop Coordinator will conduct workshops prior to the monthly meetings (except May and December) on topics of his/her choice and pertaining to the care of epicacti.

B.                 The President may see fit to create Special Committees, and will consequently appoint chairperson or coordinators, to be confirmed by the Executive Board.  Chairpersons of Special Committees may select others to serve on the assigned committee.

C.                 Attendance by appointees at the SDES Executive Board Meetings is desirable, but not mandatory.

 

The Standing Rules are meant to be a helpful guideline only. Any suggestions or corrections will be welcomed by the Board of Directors at any time.

Approved by the SDES Board of Directors on August 27, 1997 and March 28, 2007 as an addendum to the SDES By-laws.