By-Laws
B Y L A W S
F O R
M I S S O U L A I R I S S O C I E T Y
ARTICLE I - NAME
The name of this organization shall be MISSOULA IRIS SOCIETY, a corporation registered in the State of Montana.
ARTICLE II - OFFICES
The principal office of the corporation shall be located in Missoula Montana. The corporation shall maintain a registered office and a registered agent whose office is identical with such registered office as required by the Montana Nonprofit Corporation Act. The registered office and agent may be changed from time to time by the Executive Board
ARTICLE III � BASIC POLICIES
Section 1. This corporation shall be organized and operated exclusively for educational purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code.
Section 2. This corporation is not organized for profit or to engage in activities carried on for profit.
Section 3. This corporation shall have all the powers of a nonprofit corporation enumerated and set forth in Title 35, Chapter 2, M.C.A., 1978.
Section 4. This corporation shall not engage in political activity of any kind, and shall not attempt to in any way influence legislation of any kind.
Section 5. This corporation may engage in fund raising activities to carry out the purposes of the Missoula Iris Society listed herein above; and may accept donations, grants, gifts, legacies, and bequests from any person, firm, trust, corporation, entities of local, state or federal government or from any other source whatsoever, to be held, administered, and disposed of in accordance with the purposes of the corporation.
Section 6. No part of the net earnings of the corporation shall insure to the benefit of or be distributable to its members, directors, officers, or other private persons, except that the corporation is authorized to pay reasonable compensation for goods and/or services rendered in furtherance of the purpose of the Missoula Iris Society.
ARTICLE IV - PURPOSES
Section 1. The purposes of the Missoula Iris Society, hereinafter called the M.I.S., shall be to promote and encourage interest in the science of horticulture and any activities related to the study, propagation, and culture of the genus Iris; to stimulate and foster interest in horticultural pursuits, conservation, and protection of these plants; to cooperate with other organizations, public and private, in the scientific and horticultural education of all those interested in learning any phase of the genus Iris, by any and all means which may be determined from time to time by the Executive Board of the M.I.S. These shall include but are not limited to:
(a). Encouragement and support of scientific research, including those pertaining to the solution of diseases related to but not necessarily exclusive to the genus Iris;
(b). Collection, compilation, and dissemination of knowledge and data concerning the history, classification, breeding, and culture of Irises: and
(c). Education of the public through exhibitions, public display gardens, dissemination of cultural information, and local meetings open to the public.
ARTICLE V - MEMBERSHIP
Section 1. Any individual willing to promote the objectives of the M.I.S. and to pay the annual dues shall be eligible for membership.
Section 2. Membership is effective when dues are received and shall be in effect for the fiscal year. New memberships received after September 1 shall be in effect through the following fiscal year. Membership is terminated upon failure to pay the annual dues. Membership dues shall be reviewed annually by the Executive Board with the amount of dues to be determined by the Board.
Section 3. Non-members may be invited to assist in the objectives of the M.I.S.
ARTICLE VI - MEETINGS
Section 1. Business meetings shall deal with the financial and administrative affairs of the M.I.S. and shall be held on the first Saturday of each month, except when such date falls on a holiday the meeting shall be held on the second Saturday.
Section 2. The business meeting in January shall be deemed the annual meeting at which time the Past President�s annual reports shall be given and the installation of new officers will take place.
Section 3. Twelve M.I.S. members in good standing shall constitute a quorum at any regular or special meeting. Two officers must be included, one of which shall be the President or Vice President
Section 4. Election of officers shall be held at the business meeting in November.
.
Section 5. All voting shall be by simple majority unless otherwise specified.
Section 6. Members must be present to vote. Ballots may be used to vote on major issues, in which case absentee ballots shall be permissible.
ARTICLE VII - OFFICERS AND DUTIES
Section 1. The elected officers shall be a President, Vice-President, Secretary, and Treasurer. One person may fill the office of Secretary and Treasurer. Officers may be elected for two or more consecutive terms. Term of office shall be one year in length �-January 1 to December 31
Section 2. Each elected officer shall:
(a). be paid-up members of M.I.S. and American Iris Society,
(b). perform the duties outlined in these ByLaws and those assigned in the future.
(c). deliver to their successor all official material by the end of their term of office.
(d ). Any one of the following officers may be signatory to all business affairs of this corporations: President, Vice-President, Secretary, Treasurer, or Registered Agent. When the offices are filled by one person, such person may sign only in one capacity.
(e). An officer who misses three consecutive business meetings
without reasonable cause shall be subject to action by the Executive Board as to continuance in office.
Section 3. Duties of the President:
The president serves as the principal executive officer of the Missoula Iris Society and shall perform the following duties:
(a). supervise, and control and be signatory to all business affairs of the corporation,
(b). preside at all meetings of the membership and Executive Board committee
(c). serve as assistant to the chair in planning the annual Iris Show,
(d). serves as an ex-officio member of all committees except the Nomination Committee.
(e). perform other duties as may be prescribed by the Executive Board or general membership.
Section 4. Duties of the Vice-President:
(a). shall perform the duties of the President in the absence or immobility of that officer and serve with the same powers of authority
(b). serve as Chairman of the annual Iris Show show committee. The Vice-President may appoint another M.I.S. member as show chairman,
(c ). perform such other duties as may be assigned by the President or the Executive Board.
Section 5. Duties of the Secretary:
(a). record and read the minutes from the previous regular business and Executive Board meetings,
(b). keep all records of meeting minutes and reports,
(c ). handle any correspondence for the Iris Society,
(d). perform such other duties as may be assigned by the President or the Executive Board.
Section 6. Duties of Treasurer:
(a). keep an accurate record of all receipts and expenditures and give a financial report at each monthly meeting,
(b). promptly pay by check all bills incurred by the M.I.S.,
(c ). be responsible for all funds of the corporation,
(d). count all monies received with at least one member present,
(e). receive and give receipts for money to the credit of the corporation in such banks or other depositories as the Executive Board may select,
(f). perform such other duties as may be assigned by the President or the Executive Board
Section 7. Any officer may be removed by the voting membership at any duly called meeting when in the judgment of the voting membership the best interests of the corporation would be served thereby
Section 8. Duties of the Executive Board
The Executive Board shall consist of all elected officers and the immediate Past President.
(a). Meeting of the Executive Board may be called as needed by the President or by a majority of the Board members, provided ALL BOARD MEMBERS are notified.
(b). Three board members shall constitute a quorum.
(c). The minutes of any Board meeting shall be read at the next regular meeting of the M.I.S. or printed in the next newsletter.
(d). The Executive Board meetings shall be open to all M.I.S. members, visiting members shall have no voting privileges.
(e). The Executive Board shall act as the Finance and Budget committee. Their duties are to determine financial requirements and present the annual budget at the regular November meeting.
ARTICLE VIII - COMMITTEES AND CHAIR
Section 1. The PRESIDENT, with the approval of the Executive Board, or with the approval of the voting members at any regular meeting of the membership, shall appoint the hereinafter listed standing committees to carry out the objects and purposes of the corporation. Additional committees may be appointed for special projects as they are undertaken.
(a). AUDITING COMMITTEE of three non-officer members in good standing shall audit all financial records of the society. The audit shall be made at the
end of the fiscal year and a report of the findings will be made in a signed statement submitted at the January business meeting.
(b). PUBLICITY CHAIR shall be responsible for an announcement of all meetings in the public media, as well as publicity for the annual Iris Show, rhizome sale, informational and educational talk shows, special newspaper articles, or other means to promote the purposes of the M.I.S.
(c). NEWSLETTER CHAIR shall be responsible for composing and distributing the newsletter to all members which will include notification of meeting dates, locations and times. Additional information shall also be contained in the newsletter, at the discretion of the chairman.
(d). PROGRAM CHAIR shall be the Vice-President or another designated person and be responsible for the presentation of the programs during the meetings, with input from the membership.
(e). MEMBERSHIP CHAIR shall be responsible for promotion of membership for the Society, keep the membership records current, collect dues, and keep a register of the mailing address and telephone number of each member. All dues collected shall be turned over to the treasurer.
(f). SCRAPBOOK/HISTORIAN shall be the Secretary or other designated person and be responsible for maintaining the Scrapbook of Activity.
(g). DISPLAY GARDEN CHAIR shall oversee the overall operation of the garden and have the authority to appoint a committee.
(h). SHOW CHAIR may be the Vice-President or another designated person, who will be responsible for conducting the Annual Show, and have the authority to appoint a committee
(i). TOUR CHAIR shall be responsible for the Garden tour and have the authority to appoint a committee.
(j). RHIZOME SALE CHAIR shall be responsible for organizing the annual rhizome sale and have the authority to appoint a committee.
(k). Nominating Committee � see Article IX Section l
(l). By-laws Committee � see Article X Section 1
ARTICLE IX � NOMINATIONS & ELECTIONS
Section 1. Nominating Committee of three non officer members in good standing shall be appointed by the President at the September meeting.
Section 2. The Nominating Committee shall be given a list of each officer's duties, together with the names of members in goodstanding, and accordingly select nominees for each office. The selections shall be reported to the membership at the October business meeting.
Section 3. The Nominating Committee shall select for the office of Vice-
President, a person who should be willing to accept the nomination to succeed the president.
Section 4. After the Nominating Committee's report, an opportunity will be given for nominations from the floor for any office.
Section 5. Only those who have consented to serve shall be eligible for nomination either by the committee or from the floor
Section 6. Officers shall be elected at the November meeting by a simple majority vote of the members present. Ballots will be used when there is more than one candidate for any office, with absentee ballots not being permissible.
Section 7. New officers elected at the November meeting will take office during the January meeting, following the annual reports.
Section 8. A vacancy occurring in any office shall be filled for the expired term by a member elected by a simple majority vote of the general membership at the next meeting.
ARTICLE X - AMENDMENTS AND REVISIONS
Section 1. The Bylaws Committee shall be appointed by the President every five years, or sooner if requested by a simple majority vote of the membership at a meeting. This committee shall be comprised of three members who will be responsible for review of the ByLaws.
Section 2. The Bylaws Committee shall report their findings in writing to the Executive Board
Section 3. Any member may present an amendment to the Bylaws by submitting the same in writing to the Secretary. The Secretary shall refer the proposed amendment to the Bylaws Committee.
Section 4. These Bylaws may be amended at any regular or special meeting of this organization, after notice of the proposed amendment (s) have been printed in the newsletter or otherwise written information distributed to the membership at least 30 days prior to the vote on the amendment (s).
Section 5. Passage of a proposed amendment will be during the next meeting and shall be by 2/3 majority vote of the members present at the meeting
ARTICLE XI - FISCAL YEAR
Section 1. The fiscal year shall be from January 1 through December 31.
ARTICLE XII - DEFINITION
Section 1. For purposes of these By laws and for all purposes of the corporation, the use of words indicating masculine, feminine, and neuter gender shall be deemed interchangeable.
ARTICLE XIII - DISSOLUTION
Section 1. Dissolution of this corporation may be made only upon a 3/4 vote of the board of directors when it has been found that the purposes for which the corporation was created cannot be carried out.
Section 2. The board, for the purpose of determining dissolution, shall call a special meeting.
Section 3. A written notice shall:
(a). be sent via first class mail to all members at their last known address as provided and be sent at least 20 days prior to the meeting,
(b) set forth the date, time, and place of the meeting as well as the purpose.
Section 4. Upon authority to dissolve, the corporation shall have the power and authority to close up the affairs of such corporation in the following manner, to-wit,
(a). may sell any or all property of any and every kind belonging to the corporation,
(b). out of the proceeds of the sale of said property, together with any money belonging to the corporation, shall pay all debts against said corporation with any money belonging to the corporation,
(c ). shall return to the donors all sums that have been given to the corporation under written conditions which require the return of said sum in case the proposal of the corporation are not carried out,
(d). shall transfer and deliver all funds and property remaining in their hands, after the payment of debts and return of donations as herein before provided,
(e). Remaining funds and assets shall be distributed to a nonprofit fund, foundation, or corporation that has established its tax-exempt status under Section 501(c )(3) of the Internal Revenue code of 1954 or the corresponding provisions of any future United States Internal Revenue law.
ARTICLE XIV - PARLIAMENTARY AUTHORITY
Section 1. The most recent edition of Robert�s Rules of Order shall be used in all meeting of the M.I.S. to cover questions not provided for in these Bylaws.
ADOPTION OF BY LAWS
The undersigned, being the President and Secretary of Missoula Iris Society, a
Montana nonprofit corporation, do hereby certify that the foregoing Bylaws are the
Bylaws of said corporation; that they were duly adopted and approved by a 2/3 majority vote of the membership present and in good standing of the Missoula Iris Society on the________day of ________________,2002.
_______________________________
President
_______________________________
Secretary
ADDENDUM TO THE BYLAWS ADOPTED OCTOBER 5, 2002;
(Members should place this addendum in their bylaws booklet)
Missoula Iris Society Board of Director's Meeting
The Board of Director's of the Missoula Iris Society met on Tuesday, June 6, 2006 at the home of Addeo's. In attendance was President Pete Addeo, Vice President Jim Sadler, Secretary Carol Addeo and member Elinor Utech.
Memorials - Discussion of a previous memorial policy set by the Board of Directors at a May 11, 2000 meeting when it was decided to not allow the Display Iris Gardens at Fort Missoula become a memorial park.
The exact wording of the motion which was voted on and passed was, "It is the board's wish that the Display Iris Gardens at Fort Missoula not become a memorial park. We propose to make it our policy that future memoriam monies received in honor of someone should be incorporated into the Missoula Iris Society general funds to be used where necessary at the discretion of the group. A thank you note will be sent to the donor with a notation that MIS is non profit and the donation is tax deductible. MIS will determine the best use of the funds as needed."
The membership agreed with the board at the June 3, 2000 meeting and Elinor Utech added the following motion: "If we receive any honorarium monies, we acknowledge the money with a thank you note. Monies are to be placed in the general fund for the benefit of and at the discretion of the club." The secretary will write the thank you notes. The motion was seconded by Alverta Symes and passed.
Today on June 6, 2006 at this meeting, the Board of Director's reaffirmed the May 2000 and June 2000 motions and voted to make this original motion an addendum to the ByLaws. The secretary will create the addendum and place it in the ByLaws.
The Board of Director meeting adjourned at 1:20 p.m.