ARTICLE I. NAME
1.01 The name of the corporation shall be, "The International Carnivorous Plant Society, Inc."
1.02 The International Carnivorous Plant Society, Inc., is a non-stock, non-profit corporation incorporated under the laws of the State of Wisconsin.
ARTICLE II. PURPOSE
The purpose of the corporation shall be to encourage the cultivation, conservation, and appreciation of carnivorous plants; to assist in disseminating knowledge about them; to gather information about their habitats; and to support horticultural and scientific studies of carnivorous plants.
ARTICLE III. MEMBERSHIP
3.01 General. Membership shall be open to all individuals interested on the objectives of the corporation as set forth in Article II.
3.02 Application for Membership. Application for membership shall be made in the form and manner prescribed by the Board of Directors.
3.03 Application Approval. Applicants for membership shall be approved by the Secretary/Treasurer upon payment of dues.
3.04 Annual Dues. Annual dues for regular members shall be in such amount as shall from time to time be determined by the Board of Directors, payable at such time as the Board may specify. No dues are refundable except by action of the Board.
Any regular membership terminates if dues are sixty days in arrears, but the member may be reinstated upon payment of accrued dues. Resignation obviates further accrual of dues.
3.05 Life Members. Any regular member may become a life member upon payment of a single fee as determined from time to time by the Board of Directors. Life members pay no annual dues; they may vote and are entitled to hold office.
3.06 Honorary Members. Honorary members may be elected by a majority vote of a quorum of the Board of Directors from persons who have rendered outstanding service to the corporation. Honorary members pay no dues; they may vote and can hold office. Honorary memberships are for the duration of the life of the person so honored.
3.07 Removal from Membership. Any member may be removed from membership by a majority vote of the members present at a properly called meeting of the membership, for such conduct deemed prejudicial to the corporation; provided that such member shall have first been served with written notice of the allegations against the member, and shall have been given an opportunity to produce and examine witnesses, if any, and to be heard at the meeting at which such vote is taken.
ARTICLE IV. OFFICES
4.01 Principal and Business Offices. The corporation may have such principal and other business offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the corporation may require from time to time.
4.02 Registered Office. The registered office of the corporation required by the Wisconsin Nonstock Corporation Law to be maintained in the State of Wisconsin may be, but need not be, identical with the principal office in the State of Wisconsin, and the address of the registered office may be changed from time to time by the Board of Directors or by the registered agent. The business office of the registered agent of the corporation shall be identical to such registered office.
.ARTICLE V. BOARD OF DIRECTORS
5.01 General. The Board of Directors shall be responsible for the furtherance of the purposes of the corporation, and the attainment of its objectives.
5.02 Term and Compensation. The Board shall be composed of seven persons chosen from the membership. It shall include the three officers of the corporation, the immediate past president of the corporation and three members elected directly from the membership. Members of the Board shall be elected for a term of two years and may serve more than one term, or until a successor is elected at an Annual Meeting. The first Board of Directors shall consist of four members elected to a two year term and three members elected to a one year term. The initial Board need not contain a past-president. The Directors shall serve without compensation.
5.03 Corresponding Directors. The Board may, by simple majority vote, appoint such corresponding directors as the board deems advisable. Corresponding members may participate fully in Board functions except that they shall not be entitled to vote.
5.04 Board Secretary. A Secretary shall be elected by the Board and act as the Secretary of the Board of Directors. The Secretary shall have a vote in matters considered by the Board and shall also be the Secretary of the corporation.
5.05 General Powers. The duties and powers of the Board shall include, but are not limited to:
The corporation may exercise any of the powers limited by this section with the prior approval of a simple majority of the membership, voting in person or by proxy at a properly called meeting of the membership.
5.07 Quorum. At any regular or special meeting of the members of the Board, a quorum for the transaction of business shall consist of a majority of the members of the Board.
5.08 Removal. Directors may be removed from office, with or without cause, by the majority vote of the membership, voting in person or by proxy at a properly called meeting of the membership.
5.09 Vacancies. Between annual meetings, vacancies on the Board shall be filled by Board vote after nomination by any Board member at any regular or special meeting.
ARTICLE VI. MEETINGS
6.01 Meeting of Members.
6.02 Meetings of the Board of Directors.
(a) General. The Board of Directors may designate any place, either within or without the State of Wisconsin, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal business office of the corporation in the State of Wisconsin or such other suitable place in the county of such principal office as may be designated by the person calling such meeting, but any meeting may be adjourned to reconvene at any place designated by vote of a majority of the directors.
(b) Annual Meeting. The annual meeting of the Board of Directors shall convene immediately following the annual meeting of the membership at such time and place as the Board shall determine.
(c) Special Meetings. Special meetings may be held at the request of the President or a majority of the Board, at such time as the Officers may determine, upon at least five days written notice to all Directors.
(d) Quorum. A quorum for the transaction of business at any Board of Directors meeting shall be four directors. A simple majority shall be required to pass any motion at any meeting of the Board, unless otherwise provided herein. A director may participate in a Board meeting or any committee meeting by means of conference telephones or other communications facilities by means of which all Directors participating in the meeting can hear each other, and provided that all Directors participating in the meeting agree to such attendance. A Director participating in a meeting in accordance with this provision shall be deemed to be present at the meeting, and shall be counted in the quorum and entitled to participate fully and vote.
6.03 Conduct of Meetings. The President, and in his absence a Vice-President or any person chosen by the members present, shall call the meeting to order and shall act as chairman of the meeting. The Secretary of the corporation shall act as secretary of all meetings of the members, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting. All meetings shall be conducted in accordance with Robert's Rules of Order.
6.04 Proxies. At all meetings a member entitled to vote may vote in person or by proxy appointed in writing by the member or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. Unless otherwise provided in the proxy, a proxy may be revoked at any time before it is voted, either by written notice filed with the Secretary or the acting secretary of the meeting or by oral notice given by the member to the presiding officer during the meeting. The presence of a member who has filed his proxy shall not of itself constitute a revocation. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. The Board of Directors shall have the power and authority to make rules establishing presumptions as to the validity and sufficiency of proxies.
6.05 Waiver of Notice by Members. Whenever any notice whatever is required to be given to any member of the corporation under the articles of incorporation or by-laws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the member entitled to such notice, shall be deemed equivalent to the giving of such notice; provided that such waiver in respect to any matter of which notice is required under any provision of the Wisconsin Nonstock Corporation Law, shall contain the same information as would have been required to be included in such notice, except the time and place of meeting.
6.06 Unanimous Consent Without Meeting. Any action required or permitted by the Articles of Incorporation or by-laws or any provision of law to be taken at a meeting of the members, or directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
ARTICLE VII. OFFICERS
7.01 Number. The principal officers of the corporation shall be a President, Vice-President, Editor, and a Secretary/Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary and the offices of President and Vice-President.
7.02 Election and Term of Office. The officers of the corporation to be elected by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each officer shall hold office for a term of two years or until his successor shall have been duly elected or until his prior death, resignation or removal.
7.03 Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby.
7.04 Vacancies. A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term.
7.05 President. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the members and of the Board of Directors. He shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation's regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, he may authorize any other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President shall be an ex officio member of all standing committees, with voting power. In the absence of the President or in the event of his death, inability or refusal to act, or in the event for any reason it shall be impracticable for the President to act personally, and in the absence of a Vice-President, the Board of Directors shall appoint one of its members to act on behalf of the President.
7.06 Vice-President. In the president's absence, or in the event of his or her death or inability or refusal to act, or if for any reason it shall be impractical for the president to act personally, the vice-president (or if there is more than one vice-president, the vice-presidents in the order designated by the board of directors, or in the absence of any designation, in the order of their appointment) 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. Each vice-president shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the president or by the board of directors. The execution of any instrument of the corporation by any vice-president shall be conclusive evidence, as to third parties, of his or her authority to act in the president's place.
7.07 Editor. The Editor is responsible for all of the publications of the corporation, including, but not limited to, "Carnivorous Plants Newsletter" the official publication of the corporation. The Editor is authorized by the Board of Directors, subject to their review and control, to engage a printer and commit the financial resources of the corporation for printing and distributing the newsletter.
7.08 Secretary/Treasurer. The Secretary shall: (a) keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records; (d) keep or arrange for the keeping of a register of the post office address of each member which shall be furnished to the secretary by such member; and, (e) in general perform all duties and exercise such authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors.
The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these bylaws; (c) keep in books belonging to the corporation full and accurate accounts of all receipts and disbursements, (d) collect dues and keep membership records, (e) disburse the funds of the corporation in accordance with the direction of the Board of Directors or a majority of the members voting at a properly called meeting, taking proper vouchers for said disbursements and providing regular and complete reports of the financial transactions and status of the corporation at all regular meetings, and (f) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.
7.09 Assistant and Acting Officers. The Board of Directors shall have the power to appoint any person to act as assistant to any officer, or as agent for the corporation in the officer's stead, or to perform the duties of such officer whenever for any reason it is impracticable for the officer to act personally. The assistant or acting officer or other agent so appointed by the Board of Directors shall have the power to perform all the duties of the office to which that person is so appointed, except as such power may be otherwise defined or restricted by the Board of Directors.
7.10 Compensation. The principal officers shall serve without compensation.
ARTICLE VIII. COMMITTEES
The President and/or the Board of Directors shall have the authority to establish the number and kind of special or standing committees they determine necessary. The president shall appoint the chairperson and membership of each committee so established. The chairperson of each committee shall prepare and submit to the membership at the annual meeting a detailed written report of the activities and financial expenditures of the committee. Committee reports shall be filed with the permanent records of the corporation.
ARTICLE IX. NOMINATION AND ELECTION OF DIRECTORS
9.01 Nominating Committee. In the month of August in every other year beginning with 1999, the President shall appoint a nominating committee consisting of a chairperson and four other members of the corporation. The committee shall prepare a slate of candidates for election as directors to be presented to the membership at the annual meeting. The membership may also present additional nominations at the meeting. All officers and directors must be members of the corporation.
9.02 Election. Directors of the corporation shall be elected by a majority of the membership present, in person or by proxy, at the annual meeting. Such election shall be by ballot cast in person, by proxy, or, in the case of no contest, by acclamation, if so moved and carried.
ARTICLE X. INDEMNITY OF OFFICERS AND DIRECTORS
10.01 Mandatory Indemnification. The corporation shall indemnify an officer or director to the extent that person is successful on the merits or otherwise in a proceeding, for all reasonable expenses incurred in the proceeding if the officer or director was a party because that person was an officer or director of the corporation.
10.02 Indemnification, Exceptions. In cases not included under Section 10.01 the corporation shall indemnify an officer or director against liability incurred by that person in a proceeding in which the officer or director is a party because of that person's status as an officer or director unless liability was incurred because that person breached or failed to perform a duty owed to the corporation and the breach or failure constitutes any of the following:
(a) A willful failure to deal with the corporation or its members in connection with a matter in which the officer or director has a material interest.
(b) A violation of criminal law, unless the officer or director had reasonable cause to believe that the conduct was lawful or no reasonable cause to believe that the conduct was unlawful.
(c) A transaction from which the officer or director derived an improper personal profit.
(d) Willful misconduct.
10.03 Procedure. Any request for indemnification must be made in writing with a detailed explanation of the circumstances giving rise to the request and the grounds for indemnification. The Board of Directors is empowered to establish a procedure for the handling of such claims.
ARTICLE XI. LIMITED LIABILITY OF OFFICERS AND DIRECTORS
Except as provided in the Wisconsin statutes, officers and directors are not liable to the corporation, its members or creditors, or any person asserting any rights on behalf of the corporation, its members or creditors, or any other person, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from the status of officer or director, unless the person asserting the liability proves that the breach or failure to perform constitutes one of the following:
(a) A willful failure to deal fairly with the corporation or its members or creditors in connection with a matter in which the officer or director has a material conflict of interest.
(b) A violation of criminal law, unless the officer or director has reasonable cause to believe the conduct was lawful or no reasonable cause to believe the conduct was unlawful.
(c) A transaction from which the officer or director derived an improper personal profit.
(d) Willful misconduct.
ARTICLE XII. LIMITED LIABILITY OF VOLUNTEERS
12.01 Definition. Volunteer means a natural person, other than an employee of the corporation, who provides services to or on behalf of the corporation without compensation.
12.02 Immunity. Except as provided in Section 12.03, a volunteer is not liable to any person for damages, settlements, fees, fines, penalties or other monetary liabilities arising from any act or omission as a volunteer, unless the person asserting liability proves that the act or omission constitutes any of the following:
(a) A violation of criminal law, unless the volunteer had reasonable cause to believe that the conduct was lawful, or no reasonable cause to believe that it was unlawful.
(b) Willful misconduct.
(c) If the volunteer is an officer or director of the corporation, an act or omission within the scope of the volunteer's duties as an officer or director.
(d) Any act or omission for which the volunteer received compensation or any thing of substantial value in lieu of compensation.
12.03 Exceptions. This section does not apply to any of the following:
(a) A civil or criminal proceeding brought by or on behalf of any governmental unit, authority or agency.
(b) A proceeding brought by any person for a violation of state or federal law where the proceeding is brought pursuant to an express private right of action created by state or federal statute.
(c) Claims arising from the negligent operation of an automobile, truck, airplane or other vehicle by a volunteer.
(d) A proceeding against a volunteer who is licensed, certified, permitted or registered under state law and which is based upon an act or omission within the scope of practice under the volunteer's license, certificate, permit or registration.
(e) Proceedings based upon a cause of action for which the volunteer is immune from liability under any state or federal statute or regulation.
ARTICLE XIII. CORPORATE PROPERTY
All property of any kind received by the corporation shall be devoted exclusively to the furthering of the purposes of the corporation as expressed in its articles of incorporation and these bylaws.
ARTICLE XIV. TAX-EXEMPT STATUS
14.01 General. This corporation is non-stock and not-for-profit. It shall seek tax-exempt status from the taxing authorities and shall carry on no activity that would threaten that status.
14.02 Net Earnings. No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to, its Board members, officers or any private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws.
14.03 Influencing Legislation. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or against any candidate for public office.
14.04 Prohibited Activities. Notwithstanding any other provision of these by-laws, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from the Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE XV. AMENDMENT
These by-laws may be amended by two-thirds vote of the Board members then in office, after fifteen days written notice of the proposed changes and the date on which such vote will be taken. No amendment shall be inconsistent with any provision of the Articles of Incorporation or any provision of law.
ARTICLE XVI. MISCELLANEOUS
16.01 Fiscal Year. The fiscal year of the corporation shall be the calendar year.
16.02 Dissolution. In the event of any dissolution of the corporation, full or partial, in any manner or for any reason, the assets of the corporation which remain after making provision for the outstanding obligations of the corporation, shall be distributed exclusively to organizations organized and operated solely for purposes in keeping with the requirements of Section 501(c)(3) of the Internal Revenue Code of 1954 as subsequently amended, as the Board with the approval of the members, shall determine, and in accordance with the lawful activities and purposes of the corporation.
16.03 Adoption of By-laws. These by-laws shall be adopted by a majority vote of the Board voting at the time of their proposal for adoption. The by-laws shall be in full force and effect immediately upon their adoption.
16.04 Seal. This corporation shall have no seal.
Adopted on the ________day of ___________, 1997, by the Board of Directors of The International Carnivorous Plant Society, Inc.
Our old by-laws (prior to incorporation) are available here.