Approved by NIHS membership March 22, 2015, effective April 1, 2015, as amended September 17, 2017.
ARTICLE 1 – NAME The Name of this organization shall be Northern Illinois Hosta Society (NIHS).
ARTICLE 2 – MISSION Northern Illinois Hosta Society shall be an educational organization registered with the State of Illinois as a General Not for Profit Corporation whose purpose is to share knowledge and love of hostas and to promote wider use of hostas in the landscape.
ARTICLE 3 – MEMBERSHIP Membership in the Society is open to any person, business, or organization that wishes to support the mission of the society. [This article was amended as follows September 17, 2017] General Members, Current dues-paying individuals, businesses, and organizations, Lifetime Members. This group consists of the following three groups who will no longer pay dues: Founding Members: Those on the current membership roster who were involved in the creation of the Northern Illinois Hosta Society in 1992. Past Presidents: NIHS past presidents, and future presidents when they step down. 25-Year Members: General members who achieve 25 years of Honorary Members, Individuals or organizations that the board recognizes for a service or donation to the society. No dues are associated with this category.
ARTICLE 4 – BOARD OF DIRECTORS The Board of Directors (Board) shall consist of the elected officers and directors-at-large of NIHS, the Newsletter Editor and the Publicity Director.
Section 1 - Powers and Duties. The Board shall manage and supervise the business and activities of NIHS as directed by the membership at the Annual Meeting. The Board may create standing and ad hoc committees to help it perform its duties. The Board shall also have the power to raise funds required to perform its duties and maintain adequate financial reserves.
Section 2 – Meetings. A minimum of three (3) meetings of the Board shall be held annually at times and places to be decided by the Board members. The President may call special meetings as needed and shall be required to call a special meeting upon the written request of a majority of Board members, as long as 48 hours notice is given. Board meetings shall be open to any Society members who wish to attend.
Section 3 – Quorum. One more than one-half of the Board members will constitute a quorum for Board meetings.
Section 4 – Conflict of Interest. Whenever a Board member has a financial or personal interest in any matter coming before the Board, the affected member shall fully disclose the nature of the interest and withdraw from discussion and voting on the matter.
Section 5 – Vacancies. Any vacancy occurring on the Board through resignation, death or disqualification shall be filled by appointment of a member within 30 days by a majority vote of the remaining Board members. Such appointee’s term shall continue until the next annual meeting when the position will be filled for the remainder of its term by election. Three consecutive absences of a Board member from a Board meeting without a valid reason shall be deemed a resignation from the Board and from the office held.
ARTICLE 5 – OFFICERS, DIRECTORS-AT-LARGE, AND THEIR DUTIES Section 1 – Election, Terms, and Duties. Officers and directors-at-large shall be elected by the general membership at an Annual Meeting for terms of two years and shall take office immediately. They may be reelected. They shall perform the duties specified below as well as other duties that the Board may assign.The President, Recording Secretary, Treasurer and one director-at-large shall be elected at the Annual Meeting in odd-numbered years. The Vice President, Membership Secretary, Hospitality Chair and one director-atlarge shall be elected at the Annual Meeting in even-numbered years. The President, with the consent of a majority of the other elected officers and directors-at-large, shall appoint the Newsletter Editor and the Publicity Director.
Section 2 – President. The President shall preside at all meetings of the Board and the Society, or shall designate another person to do so; may, with Board approval, appoint standing or ad hoc committees; shall be an ex officio member of all committees except the Nominating Committee; may sign or endorse checks, drafts and notes in the absence of the Treasurer; shall sign with the Recording Secretary all contracts and other instruments as approved by the Board; and shall perform such other duties as the Board shall direct. The out-going president shall remain on the Board as an ex-officio member for one year and shall serve in an advisory capacity only.
Section 3 - Vice President. The Vice President shall assume the office of President in the event of the absence, disability, resignation or death of the President. If the Vice President is unable to serve as President, the Board shall fill the vacancy from among the members of the Society. The Vice President shall perform such duties as the President and Board shall direct, and shall be responsible for supervising the planning and execution of NIHS programs and activities.
Section 4 - Recording Secretary. The Recording Secretary shall keep minutes of meetings of the Society and the Board. The Recording Secretary shall also attest to all contract and other instruments signed by the President when so authorized by the Board and shall perform such other duties as the Presidentand Board shall direct. The Recording Secretary shall be responsible for maintaining the official records of the society, including minutes, reports, contracts, correspondence and any other official documents.
Section 5 - Membership Secretary. The Membership Secretary shall maintain a current membership list, send this list to all members annually, and notify members of imminent expiring memberships. The Membership Secretary shall notify the full membership of upcoming society events and shall provide the newsletter editor with the latest membership information for distribution of the newsletter. The Membership Secretary may also collect dues and shall forward all such sums received to the Treasurer.
Section 6 – Treasurer. The treasurer shall collect and receive all monies due the Society, serve as custodian of these and all Society funds, deposit them in a bank designated by the Board, and disburse funds as authorized in the budget or by the Board. The Treasurer shall maintain the financial records of the Society; shall report to the Board at its regular meetings on the Society’s financial status and other financial matters; and shall provide an annual financial report to the general membership at the Annual Meeting. Another responsibility of the Treasurer, which may be delegated to a qualified expert, is preparation of the Society’s required annual submissions to the US Internal Revenue Service and the State of Illinois.
Section 7 – Hospitality Chair. The Hospitality Chair shall plan social occasions of the Society, shall be responsible for providing refreshments at activities of the Society, and shall provide assistance as needed at home-hosted Society events. The Hospitality Chair shall coordinate these activities with the Vice President.
Section 8 – Directors-at-Large. Directors-at-large shall perform duties as assigned by the Board.
Section 9 – Newsletter Editor. The Newsletter Editor shall perform all tasks required to publish a newsletter at least four times per year to report to the membership about past and future Society activities and to inform them of opportunities for future member involvement.
Section 10 – Publicity Director. The Publicity Director shall provide information to the public about Society activities that seek public participation, using electronic, print, or other media. The Publicity Director shall also work with Board members, particularly the Vice President, Membership Secretary, and Newsletter Editor, to coordinate the dissemination of information about the Society, its mission and activities.
ARTICLE 6 – NOMINATIONS AND ELECTIONS Section 1 - The Nominating Committee. The Nominating Committee shall consist of three members. The chair and one member, who shall not be Board members, shall be elected by the general membership at the Annual Meeting. The Board shall then appoint one of its members to the committee. The term of office for Nominating Committee members shall be one year. Vacancies on the Committee shall be filled by appointment of the President with the consent of a majority of the Board. Any Society member may send suggestions for nominations to the Nominating Committee.
Section 2 – Report of the Nominating Committee. The Nominating Committee shall prepare a report containing its slate of nominations for officers, directors-at-large, the chair and one member of the next year’s Nominating Committee, and any existing board vacancies, and provide it to all Society members by electronic or written means at least 21 days before the Annual Meeting. The Report of the Nominating Committee shall also be presented at the Annual Meeting. Members may make additional nominations from the floor, provided the consent of the nominee has been obtained.
Section 3 - Elections. Election shall be by ballot, except if there is only one nominee for an office, election shall be by voice vote. A majority vote shall constitute election.
ARTICLE 7 - PROGRAMS The Board shall develop and approve such programs and activities for the membership and the public that will accomplish the mission of the Society. The Vice President shall have chief responsibility for this task, using input from Society members and the Board.
ARTICLE 8 - FINANCIAL MANAGEMENT Section 1 - Fiscal Year. The fiscal year of the Society shall coincide with the calendar year.
Section 2 - Dues. The amount of dues shall be reviewed annually by the Board and approved by the membership at the Annual Meeting. Dues shall be payable by January 1 for two years. New members joining after the annual meeting shall be considered paid through the two year period beginning the following January. Dues not paid shall be considered delinquent after April 1. If dues remain unpaid after that date and after notice by the Membership Secretary, membership will be terminated.
Section 3 - Bonding and Insurance. Bonding of the Treasurer and adequate liability insurance to protect the Society shall be provided as directed by the Board.
Section 4 - Budget Preparation. The Board shall draft a budget for the upcoming fiscal year and shall provide it to all members by electronic or written means at least 21 days before the Annual Meeting.
Section 5 - Audit. The Board shall arrange for an annual audit of the Society’s financial records by an impartial auditor who shall report audit findings to the Board.
Section 6 - Compensation. Services of all Board members, chairpersons of committees, and members shall be voluntary and without compensation.
Section 7 - Distribution of Funds in Special Circumstances or on Dissolution. In the event of the dissolution or other special circumstances of the society, all money and other assets of the society at that time shall be distributed to such person, organization or corporation for such public, charitable or educational use and purposes consistent with those of the society as the Board in its absolute discretion may designate.
ARTICLE 9 – MEETINGS Section 1 – Annual Meeting. The annual meeting of the Society shall be between Labor Day and October 31 of each year, the date and place to be determined by the Board. The purpose of this meeting is to make reports to the membership, elect officers and directors-at-large; approve the proposed program and budget for the next fiscal year; set the amount of dues for the next fiscal year; act upon proposed bylaws changes, if any; and transact other necessary business of the Society.
Section 2 - Regular Meetings. Regular meetings and activities of the Society shall be held throughout the year on dates and at locations selected by the Board.
Section 3 – Special Meetings. Either the President or the Board of Directors may call for special meetings or activities. Section 4 – Quorum. One tenth of the total membership shall constitute a quorum for all meetings.
ARTICLE 10 - PARLIAMENTARY AUTHORITY Robert’s Rules of Order, Newly Revised, shall govern the meetings of this society in all cases to which they are applicable and not inconsistent with these bylaws.
ARTICLE 11 – REVIEW AND AMENDMENT OF BYLAWS Section 1 – Review. These bylaws shall be reviewed annually by the Board prior to the annual meeting to assure they continue to reflect the purpose and operations of the Society.
Section 2 – Amendment. These bylaws may be amended by a two-thirds vote of the membership present at an annual meeting, provided the Board has given members at least 21 days electronic or written notice of the proposed amendment. Dates of amendments shall be added to the title of this document.