North Carolina Piedmont Orchid Society, Inc.
ARTICLE I –OFFICES
Section 1: The Society shall be called the North Carolina Piedmont Orchid Society, Inc., referred to as “NCPOS” or “the Society” throughout these By Laws.
Section 2: The principal meeting place of NCPOS is McMillan Conservatory Complex at theUniversityofNorth CarolinaatCharlotte,North Carolina.
ARTICLE II – PURPOSE
Section 1: The NCPOS shall at all times be operated solely and exclusively as a nonprofit educational organization to educate and extend knowledge of orchids, orchid species, conservation and preservation of orchid habitat, and to disseminate information and instruction concerning the culture and care of orchids, orchid hybridization and development, and related subjects. NCPOS will assist those engaged in growing of orchids, increase public interest, and generally foster the knowledge, care, and appreciation of orchids. This will be done by oral exchange, lecture, in writing, by publication, exhibition, or any other method or medium. NCPOS will promote the exchange of information regarding all aspects of orchid culture, not only for the benefit of members, but also for all people who are interested in orchids. The Society prohibits discrimination in all programs and activities on the basis of race, color, national origin, age, disability, sex, marital/familial status, parental status, religion, or income.
ARTICLE III – GENERAL PROVISIONS
Section 1: NCPOS shall at all times be operated for the purpose stated above, within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954. No part of the proceeds may under any circumstances benefit any private individual. No part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, or publishing or distributing statements of any political campaigning on behalf of any candidate for public office.
Section 2: No part of NCPOS proceeds may under any circumstances benefit any officer, or member, or private individual of the Society, other than the usual and conventional speaker honorarium or reimbursement of reasonable out of pocket expenses for supplies or services actually rendered to the NCPOS. NCPOS shall not carry on any activity not permitted to be carried on by an organization exempt from federal tax under Section 501 (c) (3) of 1954 or the corresponding provision of any future United States internal revenue law, or by a corporation to which contributions are deductible under 170 (c) (2) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Revenue Law.
ARTICLE IV: MEMBERSHIP
Section 1: Membership is open to all persons who are interested in orchids and pay annual dues. Guests and the general public are always welcome.
Section 2: Each member shall agree to abide by the Bylaws of NCPOS, and restrictions that may from time to time be established by a majority vote of the membership. Members may have the right to vote, as set forth in these Bylaws, on the election of officers, other elected positions, and other NCPOS issues.
Section 3: Membership may be individual or family (family consists of two (2) members with the same mailing address) and membership is active upon payment of dues.
Section 4: No member may perform any act in the name of the NCPOS without prior consent from the Board of Directors.
Section 5: Members have the right to resign from NCPOS or from any office at any time. Members shall refrain from conduct injurious to NCPOS or its purposes. A membership may be terminated by a majority vote of the Board of Directors present at any regular meeting if the member has engaged in conduct tending to injure the good name of NCPOS, disturb the well-being of the Society, or hamper the Society in its purpose or work. At least two-thirds of the Board of Directors shall constitute a quorum under this Section and two-thirds of this quorum must vote for removal.
ARTICLE V: DUES
Section 1: The fiscal year shall begin October 1 and end September 30, with dues payable in October through December. Any necessary adjustment to the dues will be determined by the membership at the business meeting in November.
ARTICLE VI: MEETINGS
Section 1: Regular meetings will be held monthly on the first Sunday of the month at 1:00PM at the principal meeting place.
Section 2: One third of the membership shall constitute a quorum for the transaction of business.
Section 3: A member in good standing, present for the meeting is entitled to one (1) vote. Voting shall be a verbal vote, a show of hands, or written ballot in the event of a tie.
Section 4: Upon the approval of the membership, the meeting can be held at any place and on any date with members being notified of any deviation in the date, time, and at least seven (7) days prior to the meeting via email, phone call, or postal service. Special meetings may be called by the President, with members being notified at least two (2) days in advance, notice being sent by email or phone call, as to time, date, and place.)
Section 5: Board of Directors meetings shall be held quarterly. Special Board of Director Meetings may be called by the President or two (2) Directors with notice of date, time and place given via phone call or email at least two (2) days in advance. Unless otherwise specified in these Bylaws, the affirmative vote of the majority of the Board or Directors present shall be required for resolutions or motions.
Section 6: Interested members may attend Board meetings as non-voting members.
ARTICLE VII – BOARD OF DIRECTORS
Section 1: The Board of Directors (herein known as the “Board”, with a Board of Director member referred to as a “Director”) shall manage the affairs and activities of the Society, and shall be responsible for the sound and constructive management of the Society, including care and management of the Society, including care and management of the Society’s funds, as best may serve the interests of the Society. A yearly audit of the financial records of the Society shall be conducted by the Board of Directors or at any time a new Treasure is elected. The Board of Directors will have the authority to create or abolish special committees, delegate to such committees such powers as deemed proper, and fill any vacancy of Officers or Directors.
Section 2: The Board of Directors shall consist of the elected officers, elected Board of Directors at large, and the immediate Past President. The number of Directors at Large shall number three (3).
Section 3: The Board of Directors meetings shall be held quarterly immediately prior to the regular monthly meeting. A quorum shall be constituted by a majority of Board of Directors being present.
Section 4: An Officer may be removed from office by a majority vote of remaining Board of Directors at any meeting, if in their judgment said person, either by illness or any other cause, has failed to perform minimum duties adequately or shall have become unable to do so.
Section 5: An unexpired term of any officer shall be completed by a member appointed and approved by the Board with a quorum being present.
Section 6: Term of office for Board of Directors shall be two (2) years, with elections being held during the odd numbered years for terms beginning January of the even numbered years, having been elected by members in good standing at the business meeting of the election years.
Section 7: Board of Directors of the Society shall not receive compensation for services.
ARTICLE VIII – OFFICERS
Section 1: The officers of the Society shall consist of President, Vice President, Secretary, and Treasurer.
Section 2: Terms of office shall be two (2) years, with the officers being elected during the even years and taking office beginning in January of the odd numbered election year, having been elected by members of good standing at the business meeting of the election years.
Section 3: No compensation shall be paid any officer.
Section 4: The President shall preside at all meetings of the Society and Board of Directors, shall appoint and serve as an ex-officio member of all Committees (except Nominating Committee), approve bills for payment, delegate authority, and exercise general supervision over the affairs and activities of the Society. The President shall call for regular reports oral or written, to assure that work and activities of the Society are planned sufficiently to achieve success. The President shall also be empowered to appoint chairs of committees as deemed necessary, with approval of the Board of Directors.
Section 5: The Vice President shall perform duties of the President in the absence of that Officer, and perform duties as designated by the President and the Board of Directors. The Vice President shall assist the Chair of the Program Committee arranging and scheduling knowledgeable speakers for the Society.
Section 6: The Secretary shall keep detailed minutes of general and Board of Director Meetings, handle correspondence, maintain custody of the Bylaws as amended to date and Articles of Incorporation. The Secretary shall keep a record of all members of NCPOS, showing current mailing and emailing addresses and telephone numbers, handle mechanics of the yearly elections, and notify Newsletter Representative/Web site Coordinator of Society news and minutes of most recent meeting and upcoming programs in a timely manner.
Section 7: The Treasurer shall receive all money, pay all bills, maintain an itemized accounting of all receipts and disbursements and give a report at monthly meetings. A detailed bi-annual report shall be made to the Society in February and October. Any tax returns, financial statements, affidavits or other documents required by law shall be prepared, executed, and filed by the Treasurer. The Treasurer shall keep detailed results of auctions/sales so all Society monies can be collected and dispersed properly.
ARTICLE IX – CONFLICT OF INTEREST
All members of the Board of Directors, including Officers, shall conduct themselves in accordance with the approved policy regarding Conflict of Interest. Any actual or possible conflict of interest on the part of any member of the Board or Officers shall be disclosed and entered into the minutes of the meeting and made a matter of record prior to motions, resolutions, discussions, disclosures, or any other appropriate method of conducting business of the Board.
This requirement shall prevent the Board member, after disclosing the possible conflict of interest, from voting on the matter in which the conflict exists. The member of the Board disclosing the conflict of interest may answer pertinent questions.
Any new members of the Board shall be advised of this policy upon entering into duties and responsibilities of the office. The Conflict of Interest Policy shall be approved by the Board on an annual basis.
ARTICLE X – OTHER REPRESENTATIVES
There shall be the following representatives, elected by the membership and approved by the Board, with other representatives being elected as needed:
Section 1: Representatives to the American Orchid Society and Orchid Digest shall be elected by the membership and shall be members in good standing of these organizations. Representatives shall serve as liaison, share information and materials sent from the organizations, and respond to questionnaires. Any request for membership rosters by these organizations may be released only with member permission for name and email addresses only.
Section 2: The Newsletter Representative/Web site Coordinator shall assemble information for the Newsletter, coordinating with the Secretary and Program Chair, keeping members informed of Society activities within a timely manner via email, phone, or postal service for those members with no internet access. Coordinated mailing lists will be maintained. Newsletters will be made available to the American Orchid Society and Orchid Digest, as necessary.
Section 3: The Program Director shall coordinate with the Vice President arranging for programs and speakers for meetings, and coordinate with the Secretary and Newsletter Representative as to monthly speaker and topic. Arrangement for speakers will include payment of speaker’s compensation, fees, mileage reimbursement, meals, or overnight arrangements, as needed, with details confirmed with the speaker prior to the meeting. Other compensation for speakers may be derived from the sale of their plants or products at the discretion of the speaker.
ARTICLE XI – NOMINATIONS AND ELECTIONS
Section 1: A Nominating Committee shall be appointed by the President at the August meeting consisting of one Board of Director and two (2) at large members. The President shall not be a member of said committee. The proposed slate of officers shall be read at the October meeting, at which time nominations may be received from the floor, with the floor nominated member being in attendance and giving consent. The election of officers (even years) and Directors At Large (odd years) shall be held at the regular meeting in November.
Section 2: A simple majority shall be required for the election to office, by a show of hands, a quorum being present, with the nominee with the higher number of votes being declared elected. Elections shall be held by verbal vote if a candidate is unopposed. In the event of a contest, written ballots will be distributed and the nominee receiving the higher number of votes shall be declared elected.
Section 3: The Officers, Board of Directors, and Other Representatives shall assume their duties at the January meeting after being elected.
Section 4: An unexpired term of any officer shall be completed by a member appointed and approved by the Board of Directors with a quorum being present.
ARTICLE XII – FINANCIAL POLICIES
Section 1: The fiscal year of the Society shall be October 1 to September 30, with all finances being budgeted and approved during the Board Retreat in October for each year.
Section 2: Sales of orchid plants and other related material are allowed at meetings only by the speaker for that meeting, from which the Society will not benefit. However, if a speaker does not bring plants for sale, an auction or other fundraiser activity (with member plants or items, as well as Society purchased plants or items) may be arranged at the discretion of the Program Chair and Vice President, with an agreed upon portion of said proceeds going to the Society. In the event the Society purchases plants for fundraising activities, all proceeds will go to the Society.
Section 3: The Board of Directors may authorize any Society officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Society, and such authority may be general or confined to specific instances such as trips, exhibits, and special events.
Section 4: No loan shall be contracted on behalf of the Society and no evidence of indebtedness shall be issued in the Society name unless described in Section 2.
Section 5: All checks, drafts, or other orders for the payment of money shall be issued and signed by such officer or agent on behalf of the Society.
Section 6: All funds for the Society not otherwise employed shall be deposited from time to time to the credit of the Society in such banks or other depositories as the Board of Directors may select.
Section 7: Exhibition expenses shall be paid by the Society upon approval of the Board.
Section 8: Silver and similar awards won by the Society in shows may be kept by the representative in charge of the Society’s exhibit. Cash awards should be turned over to the Treasurer.
ARTICLE XIII – DISSOLUTION OF THE CORPORATION
Section 1: Upon dissolution of North Carolina Piedmont Orchid Society, Inc., after paying or adequately providing for debts, obligations, and liabilities of the corporation, the remaining assets shall be distributed for one or more tax exempt purposes within the meaning of 501 (c) (3) of the Internal Revenue tax code and shall be distributed to non profit organizations with objectives similar to NCPOS. Suggestions of such organizations are
Carolinas Judging Center of the American Orchid Society
The McMillan Conservatory Complex at theUniversityofNorth CarolinaatCharlotte,North Carolina
The American Orchid Society at Fairchild Tropical Botanic Gardens
The Orchid Digest, PO Box 6966, Laguna Beach, CA 92607-6966
In the event these organizations have ceased to exist, the assets of the North Carolina Piedmont Orchid Society, Inc., will be donated to regional 501 (c) (3) approved orchid Societies with which a cordial relationship is maintained. ________________.
Section 2: The designation in this Article XIII is irrevocable.
ARTICLE XIV – INTERPRETATION OF THE BY LAWS
Interpretation of the By Laws shall be decided by the Board of Directors, except as applicable to Elections. The Election Committee shall decide questions of interpretation of these By Laws applicable to elections.
ARTICLE XV – RULES OF PROCEDURE
All meetings of the Society and the Board of Directors, so far as applicable and when not inconsistent with these By Laws, shall be according to Robert’s Rules of Order.
ARTICLE XVI – AMENDMENTS
These By Laws may be amended at any meeting of the Society by a two-thirds vote, a quorum of Society members being present (and voting), after the proposed amendment having been submitted in writing, read to the members at the previous meeting, and published in the minutes of the previous meeting.
I certify that I am the duly appointed and acting Secretary of the North Carolina Piedmont Orchid Society, Inc, a North Carolina nonprofit organization, that the foregoing Bylaws, consisting of 8 pages as adopted by the members on ________________, 2012, are the true and correct copy of the Bylaws of this Corporation, and that they have not been amended or modified.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the corporation this ___________ day of ______________ 2012.
North Carolina Piedmont Orchid Society, Inc.
Conflict of Interest Policy
Article I – Purpose
The purpose of the Conflict of Interest Policy is to protect the tax exempt organization, North Carolina Piedmont Orchid Society, Inc., (or NCPOS, or the Society’s) interest, when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of NCPOS or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state of federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Article II – Definitions
1. Interested Person: An interested person is any director, officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest in the Society.
2. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
A. An ownership or investment interest in any entity or individual with which NCPOS has a transaction or arrangement
B. A compensation arrangement with NCPOS or with any entity or individual with which NCPOS has a transaction or arrangement, or
C. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which NCPOS is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under ArticleIII, Section 2, a person who has a financial interest may have a conflict of interest only if the Board of Directors decides that a conflict of interest exists.
Article III – Procedures
1. Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the members of the Board of Directors.
2. Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, that person shall leave the Board meeting while the determination of a conflict of interest is disclosed and voted upon. The remaining Board members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest:
A. An interested person may make a presentation at the Board meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
B. The Chairperson (generally the President or Vice President in the absence of the President) of the Board shall appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement if needed.
C. The Board shall determine whether NCPOS can obtain a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
D. If a more advantageous transaction or arrangement is not possible under circumstances not producing a conflict of interest, the Board shall determine whether the transaction or arrangement is in the best interest of NCPOS, and whether it is fair and reasonable. In conformity with the above determination the Board of Directors shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
A. If the Board of Directors has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest; it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
B. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board of Directors determines the member has failed to disclose an actual or possible conflict of interest; it shall take appropriate corrective action.
Article IV – Records of Proceedings
The minutes of the Board of Directors shall contain:
1. The names of the person(s) who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s decision as to whether a conflict of interest in fact existed.
2. The names of the person(s) who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Article V – Compensation
North Carolina Piedmont Orchid Society, Inc. does not provide compensation to Directors or committee members or any other members for the performance of their regular duties to NCPOS.
NCPOS shall follow these compensation requirements in the event that extra, out of the ordinary, duties required of the NCPOS Board of Director, committee member, or member.
1. A voting member of the Board who receives compensation, directly or indirectly, from NCPOS for services is precluded from voting on matters pertaining to that member’s compensation.
2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from NCPOS for services is precluded from voting on matters pertaining to that member’s compensation.
3. No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from NCPOS, either individually or collectively, is prohibited from providing in formation to any committee regarding compensation.
4. Any compensation provided at any time to any member of NCPOS will be in line with the compensation afforded by other nonprofit, 501 ( c ) (3) tax exempt corporations which operate with similar purposes and plans to the NCPOS purpose and plan.
Article VI – Annual Statements
Each member of the Board of Directors shall annually sign a statement which affirms such person:
a. Has received a copy of the Conflict of Interest Policy;
b. Has read and understands the Policy;
c. Has agreed to comply with the Policy, and
d. Understands NCPOS is nonprofit or charitable and in order to maintain its federal tax exemption it shall engage in activities which accomplish its tax exempt purposes.
Article VII – Periodic Reviews
To ensure NCPOS operates in a manner consistent with nonprofit or charitable purposes and does not engage in activities that could jeopardize its tax exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
1. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of “arm’s length bargaining.”
2. Whether partnerships, joint ventures, and arrangements with management organizations conform to NCPOS’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further NCPOS purposes and do not result in prohibited private benefit or in an excess benefit transaction.
CONFLICT OF INTEREST ANNUAL STATEMENT
- That I have received a copy of the Conflict of Interest Statement
- That I have read and understand the Conflict of Interest Statement
- That I agree to comply with the NCPOS Conflict of Interest Statement, and
- Understand NCPOS is nonprofit or charitable and in order to maintain its federal tax exemption, NCPOS shall engage in activities which accomplish its tax exempt purposes.
Officer/Board of Director Date signed
President ____________________________ ______________________________
Vice President ________________________ ______________________________
Secretary ____________________________ ______________________________
1. __________________________________ ______________________________
2. __________________________________ ______________________________
3. __________________________________ ______________________________
4. __________________________________ ______________________________
5. __________________________________ ______________________________
6. __________________________________ ______________________________
7. __________________________________ ______________________________
8. __________________________________ ______________________________
9. __________________________________ ______________________________
10. _________________________________ ______________________________