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BYLAWS OF THE
AMERICAN DAHLIA SOCIETY Article I - Name and Object Section 1. The name of the
Society shall be THE AMERICAN DAHLIA SOCIETY, INCORPORATED, "ADS." Section 2. The Society is
formed for the purpose of stimulating interest in and promoting the culture
and development of the dahlia; to establish a standard nomenclature; to test
new varieties and to give them such recognition as they deserve; to study the
diseases and the pests of the dahlia and find remedies for the same; to
disseminate information relating to the dahlia; to secure uniform standards
for judging dahlia shows and to give exhibitions when deemed advisable. Article II Ð Membership Section 1. All flower
lovers shall be eligible for membership in this Society, provided they have
applied to the Membership Chairman or through a Participating Society and
paid dues for the current and/or succeeding calendar year. Section 2. There shall be
the following classes of Membership. Clause 1. Members-at-Large
are members whose membership is independent of any society. They shall have
full voice in the affairs of the Society, shall be entitled to vote in the
election of officers and in other matters as shall be decided by vote and
call for a division, to one copy of each issue of the BULLETIN of The
American Dahlia Society and the current Classification and Handbook of
Dahlias. Clause 2. Members of the
Participating Societies who have been registered by
the duly elected or appointed officer of such Society, shall become Members
of the American Dahlia Society, Inc. upon payment of dues and shall be
entitled to all the rights and privileges of members-at-large. Clause 3. Family Membership
shall include any two individuals living at the same address. Such members
may hold membership as Members-at-Large or through Participating Societies.
Both members shall enjoy full rights and privileges as Members-at-Large
except that only one copy of each issue of the BULLETIN will be sent to the
family unit. Clause 4. Sustaining
Memberships shall be individuals, two individuals at the same address,
business firms or institutions who desire to make a contribution each year
beyond the regular dues as specified by the Executive Board to further the
interests of the Society. The Executive Board currently recognizes two categories
of Sustaining Memberships: Benefactor and Patron. Benefactor and Patron
memberships are considered family memberships. The Executive Board will
establish the dues levels for Benefactor and Patron levels of Sustaining
Memberships. Clause 5. Life Membership
is granted upon approval of the Executive Board and payment to the Society of
an amount specified by the Executive Board and ratified by the membership at
the next annual meeting. Life Members are entitled to all rights and benefits
of Members-at-Large. Clause 6. Honorary
Membership may be conferred by the Executive Board upon any person who, by
his or her contribution to the advancement of the Dahlia or the interests of
the Society, may be deemed worthy of the honor. Honorary Members shall be entitled
to all the rights and benefits of Members-at-Large. Clause 7. Youth or Student Membership shall be offered to interested
individuals (up to and including 18 years of age),who
have an ADS member sponsor. Any interested youth, with an ADS member sponsor,
may join ADS as an individual or through a participating society. The ADS
recommends that all societies have a separate section in their dahlia show
for youth members to exhibit dahlias. Youth/Student members are entitled to
all the rights and benefits of Members-at-Large. Article III - Dues Section 1. The dues of all
classes of members other than Honorary Members shall be specified by the
Executive Board subject to ratification at the next annual meeting. Article IV - Life Membership and Gifts Section 1. Life Membership
Fund. Clause 1. All monies
received from the Life Membership fees shall be deposited in a savings
account or invested in suitable securities and only the income from this fund
shall be transferred to the General Funds account to pay the annual
membership dues of the American Dahlia Society, Inc. for said Life Members. Clause 2. Upon termination
of any Life Membership, the amount originally paid in shall be transferred to
the general treasury. Section 2. Gifts. Clause 1. Unrestricted
Gifts. Gifts given without restriction. To be used at the discretion of the
Executive Board. No special segregation or accounting of such gifts. Clause 2. Current
restricted Gifts. Gifts given with specific purpose for current usage.
Principal shall be dispersed over a period no longer than three years,
provided, however that such term may be extended by the Executive Board. Any
interest will be deposited in the General Funds account. Clause 3. Endowment Gifts.
Minimum endowment fund is $25,000. Monies shall be invested in an endowment
fund. The income shall be available each year for the use specified (note:
Income can accrue for future use or be added to the fund). All endowment
funds are pooled and the investment gains or losses shall be allocated, prorated
based on each giftÕs total amount and the time of investment. Each endowment
gift report shall show each year's total endowment plus or minus changes in
capital received, and total income (excluding capital change) available for
the purpose designated plus any carry over income from previous years. Clause 4. Specific Gifts.
The Executive Board may form Trust Units and solicit funds from same as
occasion may dictate. Such Trust Funds will be handled as "Endowment
Funds," but will be retained in a separate account. Clause 5. Each gift of two
hundred and fifty dollars ($250.00) or more shall be acknowledged by the
Treasurer in writing. Article V - Affiliated and Participating Societies Section 1. Affiliated
Societies. Any local Dahlia Society or garden club interested in the dahlia may
become an Affiliated Society of the American Dahlia Society, Inc. upon
approval of the Executive Board and upon payment of a membership fee as
determined by the Executive Board and ratified at the next annual meeting. Each
Affiliated Society shall be entitled to receive one (1) bronze Round Medal of
the American Dahlia Society, Inc. to be suitably awarded by the Affiliated
Society, and to receive one (1) copy of each issue of the BULLETIN of the
American Dahlia Society, Inc. and one (1) copy of the current Classification
and Handbook of Dahlias when issued, and be entitled to participate in the
ADS Seedling Bench Evaluation. Section 2. Participating Societies. Clause 1. Any organization
interested in the dahlia may become a Participating Society of the American
Dahlia Society, Inc. upon application to the Executive Board. Clause 2. Each
Participating Society shall pay into the treasury of the American Dahlia
Society, Inc. through a duly authorized officer of said Participating
Society, a sum representing the annual dues for not less than 10 members in
good standing of such Participating Society, and as many more as desire to
join this Society as Participating members (Article II, Section 2, Clause 2)
up to the full membership in good standing of the Participating Society. A
family membership shall count as two members. Clause 3. Each
Participating Society shall receive a bronze Round Medal of the American
Dahlia Society, Inc. to be suitably awarded by the Participating Society, and
shall be entitled to participate in the ADS Seedling Bench Evaluation. Section 3. The American
Dahlia Society, Inc. shall not be held liable for any acts, obligations or
commitments of any Participating or Affiliated Society. Article VI - Officers Section 1. The officers
shall be; a President; a First Vice-President; a Second Vice-President; there
shall be one Regional Vice-President for each recognized Region as
established by a majority vote of the Executive board in a regular or called
meeting; a Treasurer; a General Secretary; one or more Assistant Secretaries
as may be needed to conduct the affairs of the society; as many Special
Vice-Presidents as may be considered as necessary, and three Trustees; all to
be elected in the manner hereinafter provided. Clause 1. The President,
Secretary, Treasurer, and such designated committee chairs shall be bonded
for such amount as determined by the Executive Board. The cost of such bond
shall be paid by the Society. Section 2. Nomination and
Election of Officers. Clause 1. A Nominating
Committee shall be selected before February 1st of each election year as
follows: The chairman shall be appointed by the President, two members shall
be selected by the Chairman and an additional two members by the Executive
Board, The Nominating Committee shall prepare a list of nominees for all
elective offices excepting the Regional Vice-Presidents. Clause 2. Regional
Vice-Presidents shall be nominated and elected by the participating societies
in each region. Notification of the election of such Regional Vice-Presidents
must be sent to the General Secretary immediately following election. In
regions where there is no regional organization to conduct such an election,
the Regional Vice-President may be appointed by the President of the Society. Clause 3. During an
election year, there shall be published in the June issue of the BULLETIN a
ballot for voting by mail. Each member in good standing shall be entitled to
cast, for the election of officers, by mail a ballot which must be mailed to
the Treasurer and postmarked on or before August 15. Clause 4. Any member
desiring to vote for any candidate for any office, other than those named by
the Nominating Committee, shall have the right to write in such name on the
ballot, provided that the written consent of the candidate has been obtained
and said consent is on file in the office of the General Secretary on or
before July 15 of the election year. Clause 5. All candidates
for the offices provided for in Article VI, Section I, must be members in
good standing of the American Dahlia Society, Inc., with membership dues paid
as of April 15 of the election year. Clause 6. A plurality of
valid votes shall elect if there is competition for any office. A minimum of
25 valid votes shall be required for election to any office. Section 4. The terms of all
officers, except Trustees, shall be for two years, or until their successors
have been duly elected and installed. There shall be three Trustees with staggered
terms of four years, so that no more than two trustees may be elected during
each election year. The term of office shall be from November 1 through
October 31 for the two-year period. Section 5. Immediately upon
retiring from office, each officer shall turn over in good order to his duly
elected successor all funds, books, records and other property of the Society
that may be in his possession. Section 6. Should a vacancy
occur in the office of any elected Regional Vice-President, such vacancy may
be filled for the balance of the term by the Participating Societies in the
region by such means as shall be acceptable to them. Section 7. Should a vacancy
occur in the office of an appointed Regional Vice-President, Vice President,
Secretary, or Treasurer, such vacancy may be filled for the balance of the
term by the appointment by the President of the American Dahlia Society, Inc. Article VII - Duties of Officers Section 1. The duties of
the President shall be to preside at the annual meetings, meetings of the
Executive Board, and at any special meetings called at his discretion or upon
written request of twenty- five members; to appoint all committees not
otherwise provided for, and to perform such other duties as the advancement
of the society may require. Section 2. In the absence
of the President the First-Vice President shall preside at the meetings and
shall perform the duties of the President's office. In the absence of the
President and the First vice- President, the Second Vice-President shall preside
at the meetings, and perform the duties of the Presidents office. In the
absence of all three, a Chairman pro tem may be elected by the eligible
voting Executive Board members present. Section 3. Should a vacancy
occur in the office of the President, the First Vice-President shall assume
the duties of that office. In the event of a
prolonged illness of the President, the First Vice-President shall assume the
duties of the President until the President is able to return to duty. In the
event of the absence or illness of both the President and the First
Vice-President, the Second Vice-President shall assume the duties of the
office of the President until the return of either officer or until the next
regular election. Section 4. The Treasurer. Clause 1. The Treasurer
shall be empowered to receive monies for the ADS from any officer, Committee
Chair or directly from those owing or contributing such funds, giving a
receipt therefore and to deposit said funds in a suitable bank or to invest
them in approved securities in the name of the Society. The Treasurer is
empowered to disburse such funds of the Society to pay invoices for goods and
services rendered to the Society as specified in the By Laws (Bulletin and
Classification & Handbook of Dahlias, etc.); for goods and services
approved by the President or the Executive Board and for reimbursement of
reasonable expenses of Officers or Committee Chairs incurred fulfilling
responsibilities of their office. The Treasurer will serve as an ex-officio
member of the Finance Committee. Clause 2. Checks in payment
of funds owed by the Society shall be signed by the Treasurer or the
President. Resolutions covering same shall be made to the bank where deposits
are made in the name of the Society. Clause 3. The Treasurer
shall render a report of the current financial condition of the Society at
the meetings of the Executive Board or as requested by the President. The
Treasurer shall also render a financial report at the annual meeting of the
Society. The Treasurer will also annually prepare and submit the necessary
filings for a not-for-profit organization to the U.S. Internal Revenue
Service and the N.Y. State Department of Law. The compensation of the
Treasurer shall be subject to the finances of the Society and the approval of
the membership at the Annual Meeting. The fiscal year of the Society shall
run from June 1 through May 31. Section 5. The General Secretary. Clause 1. The General
Secretary shall record proceedings of the Executive Board meetings, reporting
same at the next Board meeting; shall record proceedings of Annual meetings,
and shall provide minutes of all meetings, after approval of such minutes by
the Executive Board, to the Editor of the Bulletin for publication in the
following issue of the BULLETIN; shall maintain the official records of the
Society and; as directed by the President, shall conduct all general
correspondence and shall prepare notices of all meetings. The General Secretary may receive money due the Society giving a
receipt therefor, and shall transfer all such
monies so collected to the Treasurer, taking receipt therefor.
In the absence of, or because of illness of the Treasurer, the secretary is
empowered to disburse funds of the Society in payment of accounts against the
Society, as authorized by the President and/or a majority vote of the
Executive Board. Clause 2. The compensation
of the General Secretary shall be subject to the finances of the Society, and
the approval of the membership at the Annual Meeting. Article VIII - The Trustees Section 1. The Trustees
shall consist of three members, to be nominated and elected as provided in
Article VI, Section 2. Section 2. The Trustees
shall be elected for a staggered term of four years arranged in such a manner
that no more than two Trustees are elected during an election year. Section 3. The Trustees
shall review and advise the Treasurer and Executive Board as to financial
matters and supervise the finances of the ADS. Clause 1. The Trustees
shall advise the Treasurer with respect to investment of monies under the
SocietiesÕ control. Clause 2. The Trustees
shall, from time to time, review the operations of the Society and report to
the executive Board, making recommendations as determined appropriate. Article IX - Executive Board and its Committees Section 1. The Executive Board Clause 1. The Society shall
be governed by the Executive Board, which shall have all the powers and
responsibilities of a "Board of Directors" of a Clause 2. The Executive
Board shall consist of the President, the First Vice-President, the Second
Vice-President, the General Secretary, the Treasurer, past Presidents, not to
exceed three who will be appointed by the President, the members of the Board
of Trustees, the Chairs of all standing Committees, the Editor of the
BULLETIN and the Regional Vice-Presidents. Clause 3. It shall be the
duty of the Executive Board to have charge of the working interests of the
Society, and shall provide direction and guidance to the President. It shall
examine all accounts of the Society and make report of the same at the annual
meeting. It shall provide for an annual audit and may call for a financial
statement from the Treasurer at any time. It shall meet on the call of the
President and shall perform all such duties as may be necessary for the
welfare and advancement of the Society. Section 2. The Standing
Committees shall be; National Exhibition, Membership, Trial Garden, Research
and Education, Classification, Judges Accreditation, Seedling Bench
Evaluation, National Awards, Publicity/Public Relations, Slide Library,
Photography, Historian, Insurance, and Finance. Clause 1. The actions of
all committees are subject to approval
by the Executive Board. Section 3. National Exhibition Clause 1. The National
Exhibition Chair shall arrange the details of all exhibitions that are co-
sponsored by the Society. Clause 2. This Committee
shall consist of such members as shall be appointed by the President. The
Chair shall consider all applications received from proposed host societies
and make recommendations to the Executive Board for the date and place of the
National Show for up to five ensuing years. The Executive Board will make determination
promptly and the General Secretary will officially notify applicant host
societies of the decision. All applications must be made in writing to the
National Exhibition Chair of the American Dahlia Society, Inc. with a deposit
of not less than $25.00 or such greater amount as may be established by the
Executive Board. This deposit shall be returned after the show has been held.
There shall be no financial obligation to the American Dahlia Society, Inc.
because of the conduct of any National Show, but the Executive Board shall
make available to the host society such financial assistance as it may deem
feasible. The National Show schedule must provide for single-bloom exhibits
covering all classes in the Current Classification and Handbook of Dahlias
and include special ADS classes. The National Show must be judged by teams
with the majority of judges being accredited ADS judges. Section 4. Membership. The
Membership Chair is charged with the duty of providing means to increase the
membership of the Society. The Chair is to maintain a current roster of
members status and addresses; to provide the Editor of the Bulletin with a
current mailing list as required; to accept membership fees and forward the
payments to the Treasurer in a timely manner; and send material to new
members Section 5. Publications. The
Executive Board or its designee(s) has responsibility for all publications of
the Society. The Editor shall supervise the publication of the BULLETIN. The
Editor of the BULLETIN shall be appointed by the President. The Editor of the
Bulletin shall be deemed to be the Chair of a Standing Committee. Section 6. Section 7. Research and Education. The Research & Education Chair shall promote research and
activities secure information on the culture of the Dahlia and disseminate
such information among growers of Dahlias (and the public). Section 8. The Classification Committee. Clause 1. The
Classification Chairs shall have charge of annually compiling annually and
publishing the American Dahlia Society Classification and Handbook of
Dahlias. The Classification Committee shall be responsible for the
classification and reclassification of dahlias, and to recommend to the
Executive Board the identification, description and recognition of new forms
and types. Clause 2. Members of the
Classification Committee must be senior judges who have demonstrated a
thorough knowledge of dahlias, including accurately determining their size,
form, and color. The Classification Chair(s) shall review the registration of
names of cultivars and with the help of the Trial Garden Chair and the
Seedling Bench Evaluation Chair resolve conflicts in the naming of cultivars,
including different names for identical sports or duplicate names of
different cultivars. The Classification Chair(s) shall review the
Classification and Handbook of Dahlias as often as necessary, make
recommendations to the Executive Board for its improvement, and consult with
the classification committee for classification changes and advice. Section 9. JudgeÕs Accreditation. The Judges Accreditation Committee shall consist of the JudgeÕs
Accreditation Chair and the Chairs of the Judges Accreditation Committees of
the Participating Societies The ADS Chair shall be appointed by the
President. It shall be the duty of this Committee to formulate rules for the
accreditation of judges, and submit such rules to the Executive Board for adoption.
The Judges Accreditation Chair shall annually review the list of accredited
and senior judges and submit for publication the list of all judges that have
fulfilled their requirements for current accreditation. Section 10. Seedling
Bench Evaluation. The Seedling Bench Evaluation Chair shall recommend
rules and supervise the Seedling Bench Evaluation and Achievement Awards of
all Affiliated and Participating Societies; prepare a report for publication
in the Bulletin on scoring dahlias in the Seedling Bench Evaluation and
determine the winner of the Dudley and Gullikson
awards. Section 11. National Awards. The
National Awards Chair shall from time to time make recommendations to the
President for awards of recognition to persons who have made outstanding
contributions to the cause of the dahlia. Section 12. Publicity/Public
Relations .
The Publicity/Public Relations Chair shall promote the dahlia through
published and transmitted media with articles, and information on activities
within the societies of the American Dahlia Society, and support the
Participating Society sponsoring the ADS National Show Section 13. Slide
Library. The Slide Library Chair shall accept and collect slides and
other representations of dahlias, assemble them into suitable groupings and
make them available, on loan, to societies and interested groups. The Chair
will make copies of the slide groupings and other representations as
necessary to fulfill the society requests in a timely manner. The Chair will
make these slides and representations available to the Bulletin Editor. Section 14. Photography.
The Photography Chair shall recommend rules and categories for the ADS photo
contest and shall accept photographic images as set forth in the current
published photography contest rules. The Photography Chair shall obtain
judging assistance and judge all photographic images in their appropriate
categories and make awards where deemed worthy. The Chair shall make worthy
entries available to the Bulletin Editor and the Slide Library Chair for
possible inclusion in the Bulletin and Slide Library. Section 15. Historian.
The Historian Chair shall collect materials related to the dahlia, the
American Dahlia Society and foreign dahlia societies. The Historian shall
catalog all materials and make this catalog list available. Section 16. Insurance.
The Insurance Chair shall administer the insurance policy acquired by the ADS
for its activities and made available to not-for-profit Affiliated and
Participating Societies. Section 17. Finance. The Finance
Committee will be Chaired by a trustee designated by the President, and will
establish long-term financial plans for the Society, provide recommendations
to the Executive Board on approaches to achieve the goals of such financial
plans, and assist in their implementation and achievement. The treasurer will
serve as an ex officio member of the Committee. Section 18. The President
shall appoint such other committees as may be advisable as the need arises. Article X - Meetings Section 1. Annual Meeting. Clause 1. The Annual
meeting shall be held at such time and place as the National Show of the
American Dahlia Society.. The Executive Board shall
first be informed of any substantive matters of new business to be presented
to the Annual Meeting to assure that adequate time is made available for
consideration of such matters. Clause 2. The General
Secretary shall notify the Editor of the Bulletin of the date, time and place
of the Annual Meeting for publication in the June Bulletin and prior
publications, if possible. Publication in the BULLETIN shall be deemed legal
notice of the Annual Meeting. Clause 3. If no National
Meeting is held in any year, the Annual Meeting shall be held at such time
and place as determined by two-thirds of the Executive Committee voting
thereon and published in the BULLETIN. Clause 4. Twenty-five
members shall constitute a quorum for the transaction of business at any
Annual Meeting. Section 2. Meetings of the
Executive Board shall be held on call of the President three times per year
and at other times at the request of five members of the Executive Board.
Meetings may be in person or by other means found to be suitable by the
Executive Board and President. In addition, the Executive board may be called
to session by the President or by five members of the Executive Board in
connection with the Annual Meeting. Clause 1. Six members of
the Executive Board, or the minimum number as required by law, shall
constitute a quorum for the transaction of business at any regular meeting of
the Executive Board or at a special meeting called or authorized by the
President. Article XI - Bulletin Section 1. The Society
shall publish a bulletin, to be issued quarterly or as directed by the
Executive Board. Section 2. The name of this
publication shall be "The BULLETIN of the American Dahlia Society,
Incorporated." ("Bulletin") Section 3. Editorial
Supervision Clause 1. The BULLETIN
shall be edited under the supervision of the Editor, with guidance by the
Executive Board. Clause 2. The Editor shall
have the power to reject, in whole or in part, any advertising or reading
material submitted for publication which may be deemed unsuitable for
publication. Section 4. The price for
the Bulletin and other Society publications shall be specified by the
Executive Board. Article XII - The American Dahlia Society, Inc. shall have the power to establish
and certify Article XIII - Rules of Order The rules contained in the latest edition of "Robert's Rules of
Order, Revised," shall govern the Society in all cases to which they are
applicable and in which they are not inconsistent with these Bylaws. Article XIV - Amendments These Bylaws can be amended at any Annual Meeting of the Society by
two-thirds vote, provided that the amendment has been submitted to the
Executive Board in writing at least six months prior to the Annual Meeting
and published in the June BULLETIN. Revised with changes approved at the Annual Meetings, 1991, 1992,
1994, 1996, 1998. |