By-laws

BYLAWS OF THE TROPICAL FERN & EXOTIC PLANT SOCIETY, INC.

A FLORIDA NOT FOR PROFIT

ARTICLE I. OFFICES

     Section 1.  Principal Office.  The principal office of this corporation shall be located in the County of Miami-Dade, State of Florida.

      Section 2.   Other Offices.  The corporation may have such other offices, either within or without the County of Miami-Dade, State of Florida, as the Board of Directors shall determine from time to time.

ARTICLE II. Members

     Section 1.  Classes of Membership. The corporation shall have 5 classes of members:  Individual; Household; Life; Life Household and Honorary.  All members may vote.

     Section 2.  Qualifications.  Any person agreeing to be bound by the Articles of Incorporation, by these Bylaws and by such rules and regulations as the Directors may from time to time adopt, is eligible for membership in this corporation.  

     Section 3.  Admission of Membership.  The Directors shall from time to time prescribe the form and manner in which application may be made for membership, and eligible members may be admitted upon payment of the required dues of the corporation as determined and set by the Board of Directors from time to time,  Dues for Individual and Household Memberships are due and payable on an annual basis. Dues for Life and Life Household Membership are due upon making that membership choice.  There are no dues for Honorary Members, a lifetime designation awarded by the Board of Directors. Such dues are set at this time as follows:

                        Individual – Fifteen Dollars ($20)

                        Household – Seventeen Dollars ($30)

                        Life – One Hundred Dollars ($300)

                        Life Household – Hundred Fifty ($450)

                        Honorary – No cost to the member

     Section 4.  Property Rights.   No member shall have any right, title or interest in any of the property or assets, including any earnings or investment income of this corporation, nor shall any of such property or assets be distributed to any member on the dissolution or winding up thereof. 

     Section 5.  Liability of Members.  No members of this corporation shall be personally liable for any of the debts, liabilities or obligations of this corporation, nor shall any member be subject to any assessment.

     Section 6. Transfer, Termination and Reinstatement.  Membership in this corporation is nontransferable.  Membership shall terminate on the resignation, removal or death of a member or on his/her failure to renew such membership by paying the required annual dues.  Any member may be removed from membership in this corporation for conduct prejudicial to this corporation or inconsistent with the purposes for which it is formed, by a majority vote of the members present at any meeting of the members.  Such person shall be five reasonable notice to appear personally at such meeting of the member and at such time shall be given a hearing.  Anyone whose membership has been terminated may apply for reinstatement in the same manner as application is made for initial membership.

ARTICLE III.  Meetings of Members

     Section 1.  Annual Meeting.  An annual meeting of members shall be held on the fourth Monday in November in each year.  The annual meeting shall take place in the location of the regular monthly meetings of the corporation unless another location is designated by the Board of Directors.  Appropriate for consideration at such meeting shall be the election of Directors/Officers and such other corporate business as may come before the meeting.

     If the election of Directors/Officers shall not be held on the day designated herein for any annual meeting or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of members conducted as soon thereafter as may be convenient.

     Section 2.  Special Meetings.  Special meetings of members may be called by the President or the Board of Directors or not less than one-tenth of voting members.  Regularly scheduled monthly meetings shall not be deemed special meetings of members.

     Section 3.  Place of Meeting.  The Board of Directors may designate any place, either within or without the State of Florida, as the place of meeting for any annual or special meeting of members.  If no designation is made or if a special meeting is otherwise called, the place of meeting shall be at the principal office of the corporation, provided, however, that if all the members shall meet at any time and place, either within or without the State of Florida, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

     Section 4.  Notice of Meetings.  Written or printed notice stating the place, day and hour of any meeting of members (other that regularly scheduled monthly and annual meetings) shall be delivered personally, emailed or mailed to each member entitled to vote at such meting, not less that ten nor more than sixty days prior to the date of such meeting, by or at the direction of the President, Secretary or such Officers or persons as are calling the meeting.  In case of special meetings, or when required by these Bylaws or by law,, the purpose or purposes for which the meeting is called shall be stated in the notice.  If sent by mail, a notice of meeting shall be deemed delivered when deposited in the United States mail, postage prepaid, addressed to the member at his/her address as it appears on the records of the corporation at the time of mailing.

     Section 5.  Informal Action by Members.  Any action required or permitted to be taken at any meeting of members may be taken without such meeting if a consent in writing, setting forth the action to be taken, shall be signed by a majority of members.

     Section 6.  Quorum.  Members present in person or by proxy, and holding five percent of the total votes which may be cast at any meeting, shall constitute a quorum at such meeting for the transaction of all business.  If a quorum is not present at any meeting of members, a majority of those present may adjourn the meeting without further notice.

     Section 7.  Proxies.  At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member of his/her duly authorized agent.  No proxy shall be valid after eleven months from its date of execution unless otherwise provided in the proxy.

     Section 8.  Voting by Mail.  When Directors are to be elected by members, such election may be conducted by mail or in such other manner as the Board of Directors shall determine.

ARTICLE IV.  Directors

     Section 1.  Board of Directors.  The Board of Directors will consist of the Officers, the Immediate Past President and four Directors at Large.

  Section 2.  Term of Office.  The term of office of each Officer and Immediate Past President shall be one year or until the next annual meeting of members following his/her election or until his/her successor shall have been duly elected and qualified. The term of office for each Director shall be two years with two Directors at Large being elected at each election so that the terms of all Directors at Large are overlapping but staggered. The Directors shall be entitled by majority vote to designate specific, consenting members of the corporation as “Ex Officio Directors” from time to time and such Ex Officio Directors shall serve in an advisory capacity without vote and at the pleasure of the Directors.

     Not less than six (6) weeks prior to the annual meeting of the members, the Directors shall designate not less than three (3) members of the corporation to serve as a Nominating Committee charged with the responsibility of nominating members of the corporation for inclusion on the ballot for the election of Directors/Officers.  No member’s name shall be placed on the ballot without such member first consenting thereto and agreeing to serve if elected.

     The Nominating Committee shall present and disseminate its ballot to the membership at the regular monthly meeting held immediately prior to the annual meeting.  Such ballot shall provide that it may be cast by proxy or in person at the annual meeting of the corporation, and shall contain blank spaces for the nomination of additional members as candidates to serve as Directors of the corporation.  Any member of the corporation shall have the right to nominate another member as a candidate for Director/Officer at the annual meeting, provided only that any such nominee shall have consented to such nomination and agreed to serve if elected.  Upon the election of Directors/Officers at the annual meeting, the Nominating Committee shall be dissolved.

     Section 3.  Powers.   Except as otherwise provided in the Articles of Incorporation, or by law, the powers of this corporation shall be exercised, its properties controlled and its affairs conducted by the Board of Directors which may, however, delegate the performance of any duties or the exercise of powers to such Officers and agents as the Board may from time to time, by resolution, designate.

    Section 4.  Meetings.  

(a.)   Meetings shall be held at such place or places and at such time or times, as the President shall designate.  The regular annual meeting of the Board of Directors shall take place in November and the Board of Directors shall meet not less that two times each calendar year.

(b.) Notice of such meetings shall be emailed by the President or Secretary and sent to each Director at the email of record not less than three days prior to the date thereof.

(c.)  The President may as s/he deems necessary and appropriate, and the President or Secretary shall, if so requested by two members of the board of Directors, call a special meeting of the Board.  In such event, three days notice to each Director shall be deemed sufficient, provided, however, that no notice shall be deemed necessary if the entire Board is present.

(d.) A majority of the Board of Directors present in person or by proxy shall constitute a quorum for the transaction of business at any meeting of the Board; provided, however, that if less than a majority of the Directors is present at any meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

(e.)    Except  as may be provided in these Bylaws or in the Articles of Incorporation of this corporation, the act of a majority of Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. 

     Section 5.  Action Without Meeting.  No meeting need be held by the Board to take any action required or permitted to be taken by law, provided all members of the Board shall  individually or collectively consent in writing to such action and such written consent or consents are filed with the minutes of the proceedings of the Board.  Action by written consent shall have the same force and effect as action by vote of the Directors.  Any certificate or other document filed under any provisions of law which relates to action so taken shall state that the Articles of Incorporation and Bylaws authorize the Directors to so act.  Such a statement shall be prima facie evidence of such authority.

     Section 6.  Liability of Directors.  The Directors of the corporation shall not be personally liable for its debts, liabilities or other obligations.

ARTICLE V. Officers 

     Section 1.  Designation of Officers.  The Officers of the corporation shall be a President, one or more Vice Presidents (as shall be determined by the Board of Directors), a Secretary, a Treasurer and such other Officers as may be elected in accordance with the provisions of this article.  The Board of Directors may elect or appoint such other Officers as it shall deem desirable, such Officers to have the authority to perform the duties prescribed from time to time by the Board of Directors.  Any two or more offices may be held by the same person.

      Section 2.  Election and Term of Office.  The Officers of this corporation shall be elected annually  at the regular annual meeting of the corporation.  If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient.  New offices may be created and filled at any meeting of the Board.  Each Officer shall hold office until his/her successor has been duly elected and qualified.

     Section 3.  Removal.  Any Officer elected or appointed by the Board of Directors may be removed by the majority vote of the Board of Directors whenever in its best judgment the interests of the corporation would be thereby best served. 

     Section 4.  Vacancies.  A vacancy in any office, whether due to death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

     Section 5.  Chairperson.  The Chairperson of the Board of Directors shall be the President of the corporation who shall preside at all meetings of the members of the Board of Directors.

     Section 6.  President.  The President shall be the chief executive officer of the corporation and shall exercise general supervision and control over all activities of the corporation.  The President, subject to the approval of the board, may sign, with the Secretary or other Officer duly authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments, the execution of which has been authorized by  the Board of Directors, except in cases in which the signing and execution thereof shall have been expressly delegated to some other Officer or agent of the corporation by the Board of Directors by these bylaws, or by law; and in general s/he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors.

     Section 7.  Vice President.  In the absence of the President or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon the President.  Any Vice President shall perform such additional duties as may from time to time be assigned to him/her by the President or by the Board of Directors.

     Section 8.  Treasurer.  If so required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the board of Directors may deem appropriate.  The Treasurer shall have charge and custody of, and be responsible for, all funds and sureties of the corporation; receive and give receipts for money due and payable to the corporation from any source whatsoever, and deposit all such money in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors; and in general perform all duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him/her by the President or by the Board of Directors.

     Section 9.  Secretary.  The Secretary shall keep the minutes of meeting of members and of the Board of Directors, and shall perform such other duties as may otherwise be provided by resolution or be granted by the President or the Board of Directors.

ARTICLE VI. Committees.

     Section 1.  Executive Committee.  The Executive Committee shall consist of the President, Vice President, Secretary and Treasurer of the corporation.  The Executive Committee shall be charged with the duty of implementing the policies of the corporation as established by the Directors from time to time and with administering the affairs of the corporation.

     Section 2.  Other Committees.  The Board of Directors may establish one or more other committees, each of which shall have the responsibilities and authority granted to them by the Board of Directors; provided, however, that the designation of such committees and delegations of authority thereto shall not operate to relieve the Board of Directors, or any Director individually, of any responsibility imposed on it by these Bylaws.  Except as may otherwise be provided by resolution, members of all committees shall be members of the corporation.  Any committee member may be removed by the Board of Directors whenever, in the judgment of a majority of the Directors, the interests of the corporation would be best served by such removal.

     Section 3.  Terms of Office.  The Chairperson and the members of the committee shall continue until the next annual meeting of members of the corporation or until his/her successor is appointed, unless such committee shall be sooner abolished or unless such member be removed or cease to qualify as a member thereof.  

     Section 4.  Chairperson.  One member of each committee shall be appointed Chairperson by the President.  The Chairperson of each committee shall report to the Board of Directors of the corporation.

     Section 5.  Vacancies.  Vacancies in the membership of any committee may be filled by appointments made by the Chairperson with prior approval from the President or Board of Directors.

Section 6.  Rules.  Each committee may adopt such rules and regulations for its meetings and the conduct of its activities as it may deem appropriate; provided, however, that such rules and regulations shall be consistent with these Bylaws.

ARTICLE VII.  Contracts, Checks, Deposits and Funds

     Section 1.  Contracts.  The Board of Directors may, by resolution duly adopted, authorize any Officer or Officers, agent or agents of the corporation, in addition to the Officers so authorized by these Bylaws, to enter into any other contract and to execute and deliver any instrument in the name of and on behalf of the corporation.  Such authority may be general or confined to specific instances.  In the absence of such determination, such contracts shall require the signature of the President and the Treasurer.

     Section 2.  Gifts and Contributions.  The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise or any property whatsoever for the benefit of the corporation.

     Section 3.  Deposits.  All funds of this corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors of Treasurer may select.

     Section 4.  Checks, Drafts, Orders for Payment.  All checks, drafts, or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such Officer or Officers, agent or agents for the corporation and in such manner as the Board of Directors shall from time to time determine.  In the absence of such determination, such instruments shall be signed by the President, Treasurer or designated signer in the absence of the Treasurer.

ARTICLE VIII.  Miscellaneous. 

     Section 1.  Books and Records.  The corporation shall prepare and maintain correct and complete books and records of account and shall also keep minutes of the meetings of its members and Board of Directors and shall keep a membership list giving the names and addresses of members.  All books and records of the corporation may be inspected by any Director,  member or the agent or attorney of either at any reasonable time.

     Section 2.  Waiver of Notice.  Whenever any notice is required to be given under the provision of the Corporations Not for Profit Law of Florida or under the provisions of the Articles of Incorporation or by the Bylaws of this corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX.  Amendments.

     Power to Amend Bylaws.  Subject to the limitations of the Corporations Not for Profit Law of Florida, these Bylaws may be modified, amended or repealed in accordance with the procedures and requirements set forth in the Articles of Incorporation of the corporation.