By-Laws of the Indianapolis Landscape Association, Inc.
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By-Laws of the Indianapolis Landscape Association, Inc. (as amended through November 1997) ARTICLE I NAME The name of the corporation shall be: INDIANAPOLIS LANDSCAPE ASSOCIATION, INC. ARTICLE II PURPOSE Section 1. The purpose of the Association shall be: A. To promote a high ethical standard in the local landscape industry; B. To further member knowledge about landscaping and related matters; C. To spread awareness of, to encourage intercommunication about, and to act collectively upon matters affecting the landscape business; D. To stimulate and promote the interest of the public for landscaping; E. To promote the landscape industry as a career opportunity and to assist financially the educational development of promising individuals pursuing a course of study in landscaping. Section 2. Non-Profit Nature. The Corporation is a non profit trade Association without capital share. No pecuniary benefit shall inure to any member of whatever class by reason of membership 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 Purpose set forth in this Article. The Corporation shall not borrow funds in the name of the Corporation for any purpose and the Corporation shall not make loans of its funds for any purpose. Section 3. Indemnification. The Corporation shall, to the furthest extent permissable under Indiana law, indemnify or agree to indemnify any Director or Officer or any former Director or Officer of the Corporation (and their heirs, executors and administrators), against expenses (including attorney fees), judgements, decrees, fines, penalties or amounts paid in settlement which actually had reasonably been incurred by him in connection with the defense of any pending, threatened or completed action, suit, or proceeding, criminal, civil, administrative or investigative, to which he was, is, or may be made a party by reason of being or having been such Director, Officer, employee or agent of the Corporation. ARTICLE III MEMBERSHIP Section 1. Classes of Membership. There shall be four (4) classes of membership: Regular, Allied, Educational and Honorary. A. Regular Member. Any firm based in the Indianapolis metropolitan area which is actively engaged in the landscape business, whose majority of business is landscape related, and which publicly offers landscape goods or services shall be eligible as a Regular Member subject to the provisions of this Article. The term “landscape business” as used here shall include landscape architects, landscape contractors, nurseries and garden centers. The term “Regular Member” as used in these Articles shall mean sole proprietorship, partnership, corporation or other business accepted into the Corporation as provided herein. No private person shall be eligible to participate in the Corporation’s affairs as a Regular Member except through the member firm which he is associated. Each Regular Member shall have one (1) vote in the meetings of the Corporation. Owners, officers and managerial personnel of Regular Members, hereinafter called representatives, shall be eligible to serve on the Board of Directors and to hold office. B. Allied Member. Any firm or person not eligible as a Regular Member but engaged in a business or profession closely allied to the landscape business is eligible as an Allied Member. Landscape business located outside the Indianapolis metropolitan area are eligible as Allied Members. Allied Members shall enjoy the benefits of membership except that they shall not be eligible to vote, to serve on the Board of Directors or to hold office. C. Educational Member. Any institution of learning offering courses in landscaping is eligible as an Educational Member. Educational Members and their affiliated instructors, administrators and students may enjoy the benefits of membership except that they shall not be eligible to vote or serve on the Board of Directors or to hold office. D. Honorary Members. The Board of Directors through a majority vote may confer upon a person who has contributed outstanding and faithful service to the landscape industry or to the Association the title of Honorary Member. Honorary Members shall enjoy the benefits of membership except that they shall not be eligible to vote, to serve on the Board of Directors or to hold office. They shall be excused from payment of dues or initiation fees. Section 2. Membership Dues and Payment of. Dues paying members, including Regular members, Allied members and Educational members, shall pay annual dues as set forth by the Board of Directors, becoming due on March 1st of each year. Any member owing dues and failing to pay within sixty (60) days of the due date shall be notified by a statement of the past due amount mailed to their last address of record. If all amounts due are not then received within the succeeding thirty (30) day period the member will be dropped from the membership without further notice and shall forfeit all rights and privileges. Reinstatement thereafter will be as prescribed by the Board of Directors. The above terms and method of termination will also apply to the failure of paying any other indebtedness to the Corporation. Section 3. Standards of Membership. An applicant for membership shall be Recommended by at least one (1) current member. Applicants shall be in good standing in the business community. Applicants for Regular Member shall be in good standing in the landscape industry. A member shall maintain a reputation of good character and trustworthy transactions as a condition of membership. Section 4. Application for Membership. Applications for memberships shall be made on forms as shall be prescribed by the Board of Directors. All applications must be accompanied by payment of the current year’s dues and the initiation fee as set by the Board of Directors. An applicant meeting all qualifications for membership shall become a member upon at least 80% affirmative vote of acceptance from a quorum of the Board of Directors. Section 5. Non-transferability of Membership. Membership in the Indianapolis Landscape Association, Inc., shall not be transferable. Section 6. Termination of Membership. Any member may voluntarily terminate membership in the Association by notifying an officer of the Corporation. If a Regular Member ceases to engage in the landscape business or if an Allied Member ceases to engage in a business or profession closely allied to the landscape business, the membership shall be terminated automatically. Any member who fails to maintain the Standards of Membership as herein required may be subject to expulsion by action of the Board of Directors. Failure to pay amounts owed to the Corporation shall result in termination of membership according to Article III Section 2 of these Bylaws. ARTICLE IV MEETINGS OF MEMBERS Section 1. Annual Meetings. The Annual Meeting of the members of the Corporation shall be held each year at a time and location designated by the Board of Directors. Section 2. Special Meetings. Special meetings of the members may be called by the President, by the Board of Directors, or by a petition in writing of at least twenty percent (20%) of the voting members. Section 3. Notice of Meetings. Written notice stating the place, day and hour of any meeting of members and, in the case of special meetings or when otherwise required by law, the purpose for which any such meeting is called, shall be delivered or mailed by the Secretary of the Corporation to each member of record at such address as appears upon the records of the Corporation and at least ten (10) days before the date of such meeting, on being notified of the place, day and hour thereof by the Officers or members calling the meeting. Section 4. Quorum. At any meeting of members, twenty percent (20%) of all voting members of the Corporation shall constitute a quorum and a majority vote of such quorum shall be necessary for the transactions of any business unless a greater number is required by law or by these By- Laws. Section 5. Conduct of Meetings. Meetings of members, including the order of business shall be conducted in accordance with Robert’s Rules of Order, Revised, except insofar as the Articles of Incorporation, these By-Laws or any rule adopted by the Board of Directors or members may otherwise provide. ARTICLE V BOARD OF DIRECTORS Section 1. Duties and Qualifications. The affairs of the Corporation shall be governed by a Board of Directors, consistent with the Articles of Incorporation and these By-Laws. The Board of Directors shall receive reports at its meetings as to the standing of members and the financial condition of the Corporation, receive reports from all committees, authorize payments of Corporation funds, act upon membership applications, registrations and terminations, and carry out the purpose of this Corporation. Each Director shall be a representative of a Regular Member. Section 2. Composition and Terms of Office. There shall be eleven (11) Directors of the Corporation consisting of four (4) elected Officers, six (6) elected Directors and one (1) Honorary Director. Directors shall be elected at the Annual Meeting of the Corporation to serve a term of three (3) years, but only two (2) full term Directors shall be elected at any Annual Meeting. The Honorary Director shall be the retiring President for one (1) year following his retirement as President or until the next Annual Meeting. In the event that the retiring President vacates his position of Honorary Director or in the event that the current President is elected to serve a second term in office, the Board of Directors shall appoint a representative of a Regular Member to the position of Honorary Director. Such representative shall have previously served on the Board of Directors. Each of the eleven (11) Directors shall have one (1) vote in meetings of the Directors. Section 3. Vacancies. Any vacancy on the Board of Directors shall be filled by a majority vote of the remaining Directors without unnecessary delay and such appointee shall serve until the next Annual Meeting. At the time of the Annual Meeting such directorship shall be subject to election by the membership if one (1) or two (2) years of the regular term are remaining. Section 4. Meeting of Directors. Unless otherwise agreed upon, the Board of Directors shall meet monthly at a time and place agreed upon at the prior meeting. Special meetings may be called by the President or any four (4) Directors upon notice at least four (4) days before said meeting. Section 5. Quorum. A majority in number of the Board of Directors shall constitute a quorum for the transaction of all business, and a majority vote of those present and constituting a quorum shall be necessary to give effect to any action of the Board of Directors, except as otherwise provided in these By-Laws. Section 6. Committees. The President shall, at the first meeting of the Board of Directors following his induction into office, appoint the following committees: membership, publicity, policy, program, education, garden shows, scholarship, and member communication. Committee appointees shall serve for one (1) year or until the next Annual Meeting. The President shall appoint such other committees as he may deem advisable and as is otherwise required in these By-Laws. Section 7. Finance Committee. The finance committee shall consist of the four (4) elected Officer of the Corporation. The duties of the Committee shall be to review the expenditure of Corporation funds, to direct their expenditure to meet the purpose of the Corporation, to be knowledgeable of the sources of incoming funds, and to balance incoming funds with expenditures. Section 8. Forfeiture of Directorship. Any Director who shall absent himself from two (2) consecutive meetings of the Board of Directors, except for illness or absence from the city, without offering an acceptable excuse to the President in writing or by personal communication prior to the meeting, shall forfeit his directorship. ARTICLE VI OFFICERS Section 1. Officers and Qualifications. The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer, each of whom shall be elected for a term of one (1) year. No individual shall simultaneously hold more than one (1) office. The elected Officers of the Corporation shall be representatives of Regular Members as defined herein. Section 2. Terms of Office. The Officers shall be elected to serve for a term of one (1) year or until their successors are elected. Their terms of office shall coincide with the Corporations fiscal year. No individual shall serve as President for more than two (2) consecutive terms. Service of less than one-half year shall not be considered as a full term. Section 3. Vacancies. Vacancies in any Office of the Corporation shall be filled by a majority vote by the Board of Directors without necessary delay and such appointee shall serve out the term of the Officer he has been appointed to replace. Section 4. Duties of Officers. The Officers shall perform the duties assigned to them as described in these Articles and any rules which may be adopted from time to time by the Board of Directors. The Officers of the Corporation shall themselves perform, or cause to be performed through delegation or through duly appointed and/or hired or subcontracted help as may be prescribed and approved by this Board of Directors from time to time, the duties of the Corporation which include but are not limited to: to make a record or the proceedings at all meetings, to maintain a current membership list, to report on and make available and to maintain current accurate data on the financial matters of the Corporation, to serve all notices and perform the correspondences necessary to maintain the Corporation, to file all reports and documents necessary to maintain the Corporation, to keep and maintain the books and records of the Corporation, to keep all bills paid in current status, to maintain these By-Laws, and to perform and carry out the directives of the Board of Directors as they are duly voted and resolved. A. President. The President shall preside at all meetings of the Corporation and at all meetings of its Board of Directors. The President shall be the chief executive officer exercising general supervision over the interest and affairs of the Corporation. B. Vice President. The Vice President shall perform such duties as are assigned to him by the President, and shall serve for the President during his absence. C. Secretary. The Secretary shall record or cause to be recorded all the Proceedings of the Annual Meeting and any Special Meeting of the Corporation. The Secretary shall ensure that the required quorum is achieved for the conduct of business at such meetings of the Corporation. D. Treasurer. The Treasurer shall report or cause to be reported at the Annual Meeting and other meetings, a summary of the Corporation’s financial condition. Section 5. Removal. Any Officer of the Corporation may be removed, for or without cause, by the Board of directors whenever a majority of the Directors shall vote in favor of such removal. ARTICLE VII NOMINATIONS AND ELECTIONS Section 1. Nominations. A general election to fill all vacancies of the Board of Directors whose terms are expiring and all Officers of the Corporation shall be held at the Annual Meeting. For the purpose of such general election, a nominating committee shall be designated at least sixty (60) days before the annual election date. The Honorary Director shall serve as chairman of the nominating committee and shall appoint not less than two (2) additional committee members, both of whom shall have been previously President of the Corporation. This committee shall select from among the Regular Members a slate of candidates for all four (4) offices of the Corporation and the two (2) vacancies on the Board of Directors and any partial term Directorship. At least thirty (30) days before the election, the Committee shall report its nominees to the Secretary of the Corporation who shall publish the same to the Corporation membership at least fourteen (14) days prior to the election day, and such ticket so reported shall then constitute the list of nominees from which the Corporation may elect its Directors and Officers. In the event that a vacancy in the slate of candidates occurs after the nominating committee has made its selections but before the election, the committee shall re-slate its nominations such that there is no vacancy. Section 2. Nominations from the Floor. At the Annual Meeting of the Corporation, immediately following the presentation of the nominees by the nominating committee, the floor shall be open to nomination for any of the positions to be filled. Such nominees’ names so presented shall be included with the nominating committee’s selections. Section 3. Voting. Only Regular Members shall have the right to vote. The candidate receiving the highest number of votes cast shall constitute the election of such candidate for each Position. In case of a tie, the President may establish the method of breaking such tie. ARTICLE VIII MISCELLANEOUS Section 1. Fiscal Year. The fiscal year of the Corporation shall coincide with the annul terms of the Officers and shall be determined by the Board of Directors while consistent with State and Federal laws. Section 2. Standing Rules. The Board of Directors shall be authorized to adopt standing rules for the administration of the Corporation. Such standing rules may be adopted by majority vote of the Directors and may be rescinded or amended by at least a two-thirds (2/3) vote without previous notice or by a majority vote with notice at the previous meeting of the Board of Directors. Section 3. Inclusive Meaning of Terms. Within the Articles of these By-Laws and in any rule that may be adopted, the words “he, his, him and himself” shall be understood to mean “he or she, his or her, him or her, himself or herslf,” respectively. ARTICLE IX AMENDMENTS Subject to law and Articles of the Incorporation, the power to make, alter, amend or repeal all or any part of these By-Laws is vested in the Board of Directors. The affirmative vote of at least two-thirds (2/3) of the Directors shall be necessary to effect any change provided that notice of such change was submitted to them at least ten (10) days in advance. |