DELAWARE VALLEY IRIS SOCIETY

BYLAWS

Approved by DVIS Board on January 23, 2003

Ratification by Membership on March 30, 2003

Article I. Name

This organization shall be known as the "DELAWARE VALLEY IRIS SOCIETY", hereafter referred to as DVIS.

Article II. Purposes

Section 1. Mission. The DVIS is organized to fulfill the following mission:

1. to promote the genus iris
2. to encourage and foster the culture, development, improvement and enjoyment of irises
3. to conduct and support educational and scientific activities in their behalf
4. to bring iris enthusiasts of the Delaware Valley together in fellowship and common bond
5. to spread this enthusiasm and knowledge of irises to the gardening public

Section 2. Non-Profit Incorporation. The DVIS is incorporated as a non-profit organization in the Commonwealth of Pennsylvania (Entity Number: 697366).

Section 3. Affiliation. The DVIS shall maintain affiliation with the American Iris Society, hereafter referred to as AIS. No part of these Bylaws shall be interpreted in any manner that will contradict or supercede published bylaws, rules and regulations of the AIS.

Article III. Membership

Section 1. Eligibility. Membership in DVIS is open to all interested persons.

Section 2. AIS Members. Members of the AIS who reside in the Delaware Valley are members of DVIS without further payment of dues. Other AIS members may become members of DVIS without payment of dues by asking that their names be placed on the DVIS membership list. The membership list is the official list of those considered to be members of DVIS.

Section 3. Non-AIS Members. A person who is not a member of AIS may become a local member of DVIS upon payment of annual dues as set by the Executive Board, hereafter referred to as the Board. A new local member joining after April 1 shall have their membership extended to include the next full calendar year. As required by AIS affiliation provisions, a local member may not hold an office in DVIS. Furthermore, the total number of local members shall be limited to ensure that DVIS meets all requirements for AIS affiliation. The local member otherwise shall have the same benefits and voting rights as any other member.

Section 4. Resignation. Any members may resign from DVIS by asking the president or secretary in writing that their names be removed from the DVIS membership list.

Section 5. Forfeiture. Local members who fail to pay the required dues shall be dropped from the membership list.

Article IV. Officers

Section 1. Elected Officers. The elected officers of the DVIS are the president, vice-president, secretary and treasurer. All elected officers must be AIS members.

Section 2. Term. The term of office shall be three years. All officers' terms shall run concurrently. Election of officers shall be at a general membership meeting in the fall. The election of officers will take place in the years 2005, 2008, 2011, etc.

Section 3. Nomination and Election. The president shall appoint a nominating committee in advance of the election at the general membership meeting. The nominating committee shall consist of one to three members. In addition, a candidate(s) may be nominated from the floor. If there is more than one candidate for an office, the voting shall be by closed ballot. If there is only one candidate for each office, the closed ballot requirement is waived.

Section 4. Vacancies. If the office of the president becomes vacant for any reason or the president is incapacitated, the vice-president shall advance to that office. In the event of a vacancy of any other office for any reason or that officer is incapacitated, the president shall appoint a replacement to serve out the term of that officer.

Section 5. Duties.

1. President. The president shall preside over all general membership meetings and those of the Board, and shall have general supervision over the affairs of the organization. The president shall be the ex-officio member of all committees except the nominating committee. The president shall form new committees as the president deems advisable. The president shall appoint the chairpersons of all committees; the exception are the committees under the show general chairperson, in which case the general show chairperson shall form these committees and name the chairpersons.
2. Vice-President. The vice-president shall perform the duties of the president in the president's absence and shall be available to assist the president. The vice-president shall serve as the program chairman.
3. Secretary. The secretary shall keep minutes for the general-membership and Board meetings, and shall read them as required at the next meetings. The secretary shall conduct correspondence, mailings and other duties as requested by the president. The secretary shall keep an accurate list of members and membership data, and shall collect membership dues.
4. Treasurer. The treasurer shall receive, hold and pay out DVIS monies. The treasurer shall keep an accurate account of all transactions, and provide a written financial report at the general membership meeting at least once a year. The treasurer shall record and maintain the yearly budget.

Article V. Executive Board

Section 1. Composition. The Board shall consist of the elected officers, immediate past president and committee chairpersons. This does not include chairpersons serving under the show general chairperson.

Section 2. Duties. The Board shall advise the president, and with the guidance of the president, plan the activities of DVIS including setting a budget adequate to carry out these activities.

Section 3. Meetings The Board shall meet at least once a year for the purpose of planning activities and establishing a budget for the calendar year. The president may call additional meetings of the Board as the president deems advisable. The president must provide at least a three day notice of the meeting.

Section 4. Budget. The treasurer shall prepare a preliminary budget for review of the Board , shall finalize the budget based on the decisions of the Board and shall distribute copies of the budget to Board members.

Section 5. Voting. Each person on the Board shall have one vote. The Board shall decide on all matters through the vote of a simple majority present at the meeting. Half the total or four Board members, whichever is less, shall be considered a quorum. On specific issues, the Board may vote by mail, e-mail, fax and/or telephone; however, a simple majority of all Board members is required for this voting method.

Article VI General Membership Meetings

Section 1. Meetings. At least one general membership meeting shall be held each calendar year. Additional meetings may be held as deemed advisable by the president. At least two weeks notice shall be provided in advance of a general membership meeting.

Section 2. Voting. A vote of the general membership is required for the election of officers, ratification of revisions to or replacement of the Bylaws, and any other item the president or Board deems appropriate. Proposals may also be submitted from the floor for a vote. A simple majority is required for all decisions except ratifications of revisions to or replacement of the Bylaws, which requires a two-thirds majority vote. Eight members at a general membership meeting shall be considered a quorum.

Article VII Monetary Funds

Section 1. Deposit of Funds. The treasurer shall determine the official depository for the funds of the organization. The account(s) shall be in the name of the Delaware Valley Iris Society. The treasurer shall have the primary responsibility to write checks and to withdraw and deposit funds. The president shall have backup responsibility and capability to write checks and to withdraw and deposit funds, but shall exercise this function only when the treasurer is absent or otherwise unable to perform this function.

Section 2. Audit. Once a year the president shall appoint an auditor or audit committee to audit the accounts of DVIS with the cooperation of the treasurer. The auditor or audit committee shall provide a written letter to the president and treasurer giving the results and findings of the audit.

Article VIII. Parliamentary Procedures

DVIS shall be governed by these Bylaws and shall be additionally governed by an updated version of Robert's Rules of Order as determined appropriate by the president. In case of conflict, these Bylaws shall take precedence.

Article IX. Dissolution

In the event of dissolution of the DVIS and after all debts and obligations have been satisfied, the Board shall distribute all assets to the AIS, the AIS Foundation, Regions of the AIS, non-profit iris societies and/or other non-profit iris-related or horticulture-related organizations.

Article X. Bylaws Revision or Replacement

Section 1 Prior Bylaws. Any and all prior bylaws and revisions are null and void, and these Bylaws are the only ones in effect.

Section 2 Revisions or Replacement. All revisions or replacement of the Bylaws shall be approved by the Board and ratified by the membership. The Board by a simple majority vote may approve Bylaws revisions or replacement. The president shall provide written copies of the Board-approved revisions or replacement to the membership at least two weeks before the general membership meeting. The ratification of Bylaws revisions or replacement requires a two-thirds majority vote of the members present at the general membership meeting. No changes in the Board-approved revisions or replacement may be made during the ratification process.