Southern Nursery Association is a Virginia Corporation.
These by-laws were revised in 1997.
ARTICLE I: MEMBERSHIP
Section 1. Active Members
Section 2. Associate Members
Section 3. International Members
Section 4. Student Members
Section 5. Honorary Members
Section 6. Election to Membership
Section 7. Termination of Membership
Section 8. Secondary MembershipÂ
ARTICLE II: DIRECTORS
Section 1. Management
Section 2. Election of Directors
Section 3. Term of Office
Section 4. Rotation Among ChaptersÂ
ARTICLE III: MEETINGS OF MEMBERS
Section 1. The Annual Meeting
Section 2. Special Meetings
Section 3. Who Can Vote
Section 4. What Constitutes A QuorumÂ
ARTICLE IV: MEETINGS OF BOARD OF DIRECTORS
Section 1. Who may call a meeting of the Board of Directors
Section 2. What constitutes a quorumÂ
ARTICLE V: OFFICERS
Section 1. Officers
Section 2. Relationship Between Officers and The Board of Directors
Section 3. Election of The President and the Vice President/Treasurer
Section 4. Prerequisites For Presidency
Section 5. Filling Officer Vacancies
Section 6. Duties of The President and The Vice President/Treasurer
Section 7. Appointment and Duties of the Executive Vice President
ARTICLE VI: DUES
Section 1. Explanation of Dues
Section 2. Honorary Members Dues
Section 3. Silver Sponsors and Gold Sponsors
ARTICLE VII: COMMITTEES
Committees Appointed By the President
ARTICLE VIII: DISSOLUTION
AMENDMENTS TO THE BY-LAWS
ARTICLE I: MEMBERSHIP
Section 1. Active Members: Subject to the provisions of Article I, Section 4, and Article VI, Sections 1 and 2, hereof, individuals, partnerships and corporations actively engaged in the wholesale or retail nursery business, and landscape contractors, landscape architects and landscape maintenance contractors and allied businesses, whose business office is located in one of the following states: West Virginia, Maryland, Virginia, North Carolina, South Carolina, Georgia, Florida, Kentucky, Tennessee, Alabama, Mississippi, Louisiana, Texas, Arkansas, Missouri and Oklahoma who shall bear a reputation for trustworthy dealings, may become active members of the Corporation. All active members of the Southern Nursery Association, Inc. on the date of adoption of these By-laws shall be active members of this corporation.
The active members shall be grouped into chapters according to the states in which their primary offices are located. The present chapters shall be four (4), divided as follows:
Chapter 1 - Maryland, North Carolina, Virginia, West Virginia
Chapter 2 - Florida, Georgia, South Carolina
Chapter 3 - Arkansas, Kentucky, Missouri, Oklahoma, Tennessee
Chapter 4 - Alabama, Louisiana, Mississippi, Texas
The term "Nursery Business" as used herein refers to the production and/or distribution of plant materials, including trees, shrubs, vines and other plants having a persistent woody stem or stems, and all herbaceous annuals, biennials, or perennials, generally used for planting, by those concerns whose major portion of income is derived from agricultural, horticultural and allied materials connected with and essential to the nursery business.
Section 2. Associate Members: Individuals, partnerships and corporations engaged or affiliated in the nursery business in states other than those listed in Section 1.
Section 3. International Members: Individuals, partnerships and corporations engaged in the nursery business outside the U.S or Canada.
Section 4. Student Members: Students enrolled in a high school or university in the U.S.
Section 5. Honorary Members: Individuals who have performed some outstanding service in the field of horticulture, or in the interest of the nursery industry may become honorary members of the Corporation, the qualification for such membership being determined by the Board of Directors of the Corporation.
Section 6. Election to Membership: The election of any individual, partnership or corporation to active, associate or allied membership shall be by a vote of a majority of the Board of Directors, or by written application made on forms prescribed by the Board of Directors, accompanied by one year's dues and filed with and accepted by the Executive Vice President of the Corporation.Election to honorary membership shall be by a majority vote of the Board of Directors of the Corporation.
Section 7. Termination of Membership: Any membership, whether active, associate, international or student may be suspended or terminated for failure to comply with Article VI, Section 1 herein. Reinstatement shall be subject to Article I, Section 6.
Section 8. Secondary Membership: Any member firm who qualifies for membership under Article 1, Sections 1, 2 or 3, as Active or Associate members, may apply for Secondary Membership(s) for any key personnel for the expressed purpose of receiving all standard membership publications and communications. Secondary Memberships shall be non-voting memberships.Â
ARTICLE II: DIRECTORS
Section 1. Management: The business and affairs of the Corporation shall be managed by a Board of Directors consisting of six members; one member from each of the four Chapters, one of whom shall be the Vice President/Treasurer, a President, and the immediate Past President.
Section 2. Election of Directors: At each annual meeting the members of the Corporation shall elect from its active membership a Board of Directors. Vacancies occurring in the Board between annual meetings are to filled by action of the remaining Directors until the next annual meeting. The members of the Corporation shall have the right, at any regular or special meeting, to remove any Director from office and to elect another as a replacement to complete the current term.
Section 3. Term of Office: Members of the Board of Directors are to be elected for one year terms.
Section 4. Rotation Among Chapters: When the Director from any of the four Chapters shall be elected to the office of President, a new Director from the same Chapter shall be elected to replace him on the Board of Directors.Â
ARTICLE III: MEETINGS OF MEMBERS
Section 1. The annual meeting of the members of the Corporation shall be held in July or August of each year at such time and place as designated by the Board of Directors, and the Executive Vice President shall not give less than thirty days written notice of such meeting to each active member whose name and address is filed with the Executive Vice President.
Section 2. Special meetings of the members of the Corporation shall be held at such time and place as may be designated by the Board of Directors, or by not less than fifty active members; not less than ten days written notice to each active member whose name and address is filed with the Executive Vice President, which notice shall be given by the Executive Vice President and in which the time, place, and purpose for which the meeting is called.
Section 3. At each annual or special meeting of the members of the Corporation each active member shall be entitled to one vote.Not more than one active membership shall be held by one firm. An employee may be designated to represent an active member and cast the vote.Each member of the corporation may have one or more representatives present at meetings of the members of the corporation. Said representatives shall be eligible to hold any office in the corporation and shall be eligible to serve on any committee appointed by the members of the corporation or by the Board of Directors.
Section 4. At any annual or special meeting of the members of the corporation one-fourth of the active members or not less than fifty active member firms (whichever is less) shall constitute a quorum, and the vote of the majority of the members present at any annual or special meeting shall be sufficient authority for any action taken.When not otherwise covered by these By-laws, the Corporation hereby designates Robert's Rules of Order as its procedural guidelines for conducting the meetings of the Corporation.Â
ARTICLE IV: MEETINGS OF BOARD OF DIRECTORS
Section 1. Meeting of the Board of Directors may be called by the President, by the Vice President/Treasurer, or by any two Directors of the Corporation on not less than ten days notice by mail, telephone or facsimile to each Director specifying the time and place of such meeting.
Section 2. At any meeting of the Board of Directors a quorum shall consist of not less than four Directors, and a majority vote of the Directors present at a board meeting shall be sufficient authority for any action taken. In the event of a tie vote, the President may vote to break the tie. When not otherwise covered by these By-laws, Robert's Rules of Order shall be the official rule guide during Board of Directors meetings.Â
ARTICLE V: OFFICERS
Section 1. The officers of the Corporation shall be a President and a Vice President/Treasurer, each of whom shall be an active member or the representative of any active member of the Corporation.
Section 2. As stated in Article II, the officers of the Corporation shall be members of the Board of Directors of the Corporation.
Section 3. The President and the Vice President/Treasurer of the Corporation, shall be elected by the members of the Corporation at each annual meeting of the members of the Corporation and shall hold office until the next annual meeting or until their respective successors are duly elected. The members of the Corporation shall have the power to remove at any regular or special meeting any officer previously duly elected by them.
Section 4. No person shall be elected to serve as President unless they shall have served as a director for the two years immediately preceding that for which they would be elected.
Section 5. Any vacancy occurring in the office of President, or Vice President/Treasurer, may be filled by the directors of the Corporation or by the members of the Corporation in a meeting called for that purpose.
Section 6. The President shall be the chief executive officer of the Corporation, a member ex-officio of all committees, and shall preside at all meetings of the members and the Board of Directors. The Vice President/Treasurer shall perform the duties of the President in his absence, and shall be responsible for the receipts and disbursements of the Corporation, subject to such regulations as the Board of Directors shall adopt. Each officer shall also perform such other duties as may be required by the Board of Directors.
Section 7. The President shall appoint, subject to the approval of the Board of Directors, an Executive Vice President, who shall be a paid employee of the Corporation and whose salary shall be set by the Board of Directors. The duties of the Executive Vice President shall be to keep the Official Minutes of the meetings, to solicit new members, to publicize the membership, to arrange such official meetings and events as may be authorized by the Board of Directors to include conventions, trade shows, and other related meetings, to manage the affairs of the office of the Corporation, and such other duties that may be imposed by the President and the Board of Directors from time to time.Â
ARTICLE VI: DUES
Section 1. Each active, allied and associate member of the Corporation shall pay annual dues to the Corporation as established by the Board of Directors and approved by a majority vote of the membership, said dues being due on August 1 each year for the forthcoming twelve months. Dues shall be considered due within 30 days from the original date of invoice. Failure to pay dues within the 60 days, from the original date of invoice, shall make a member delinquent and failure to pay dues within 90 days from the original date of invoice, shall terminate the membership. Reinstatement of membership terminated by non-payment of dues shall be made by application to the Board of Directors and accompanied by current dues payment.
Section 2. Honorary members shall not be required to pay any dues.
Section 3. Silver Sponsor: This classification is assigned only to members who elect to pay annual dues in the amount of twice the annual dues required for membership in the Corporation. Said members are thereby entitled to be listed as a Silver Sponsor in the annual Yearbook and Buyers Guide and in other membership lists as printed from time to time.
Gold Sponsor: This classification is assigned only to members who elect to pay annual dues in the amount of three times the annual dues required for membership in the Corporation. Said members are thereby entitled to be listed as a Gold Sponsor in the annual Yearbook and Buyers Guide and in other membership lists as printed from time to time.Â
ARTICLE VII: COMMITTEES
The following committees may be appointed annually by the President, subject to the approval of the Board of Directors, Convention, Site, Education and Promotion, Legislative, Necrology, Nominating and Resolutions. Such other committees may be appointed as may be deemed advisable by the President and Board of Directors.Â
ARTICLE VIII
Under no circumstances shall any part of the net earnings of the corporation inure to the benefit of any director or officer of the corporation, nor under any circumstances shall any of the assets be distributed in liquidation, or otherwise, to any director or officer.Upon dissolution of the corporation the assets of the corporation shall be distributed to the Division or Department of Horticulture of the following education institutions for use in Ornamental Horticultural Research:
- Auburn University
- The University of Arkansas
- The University of Florida
- The University of Georgia
- The University of Kentucky
- Louisiana State University
- The University of Maryland
- Mississippi State University
- The University of Missouri
- North Carolina State University
- Oklahoma State University
- Clemson University
- The University of Tennessee
- Texas A&M University
- Virginia Polytechnic Institute & State University
- West Virginia University
If any of the above named institutions do not have a Department of Horticulture, then to an institution of higher education, having such a department in the State. The funds distributed to these institutions shall in proportion to the number of members holding active memberships in the Southern Nursery Association, Inc. from each state in relation to the total active membership of the Southern Nursery Association, Inc. on the date of dissolution.
In the event that at the time of dissolution of the Corporation the above distribution does not then qualify under the provisions of Section 501 (c)(6) of the Internal Revenue Code and its regulation as they then exist or as they may hereafter be amended, then the assets of the corporation shall be distributed exclusively to scientific or educational organizations which would then qualify under the provisions of Section 501(c)(6) of the Internal Revenue Code and its regulations as may hereafter be amended. Selection of such organizations shall be made by the current Board of Directors of the corporation.Â
AMENDMENTS TO THE BY-LAWS
These By-Laws may be amended by a two-thirds (2/3) vote of the active members present at any annual or special meeting of the association, provided however, that such amendments shall have been announced by prior publication and posted in the meeting hall on the day before final consideration.
