BYLAWS
OF
THE NEW ENGLAND BOTANICAL CLUB,
INCORPORATED
Adopted by the membership 5 April 1996
Published in
Rhodora, vol. 98, no. 894, pp. 226-231 (1996)
ARTICLE I
NAME AND PURPOSE
Section 1. The name of this corporation shall be The New England Botanical
Club, Incorporated.
Section 2. Its purpose shall be to promote the dissemination of local and
general botanical information.
Section 3. The Club shall be organized and operated exclusively for its
educational and scientific purposes. No part of the property or net earnings
of the Club shall inure to the benefit of any individual; and no part of the
property of the Club shall be used directly or indirectly in carrying on
propaganda, nor shall any substantial part of the activities of the Club consist
of the carrying on of propaganda or otherwise attempting to influence legislation.
The Club shall not participate in, nor intervene in, any political campaign on
behalf of any candidate for public office, nor shall it publish or distribute any
statements with respect thereto.
ARTICLE II
SEAL
The seal of the Club shall, subject to alteration by the Council, consist of a
flat-faced circular die with the words "Massachusetts," "Organized
1895, Incorporated 1920" and the name of the corporation cut or engraved
thereon.
ARTICLE III
OFFICERS AND COUNCILLORS
Section 1. The officers of the Club shall be a President, a Vice-President, a
Corresponding Secretary, a Recording Secretary, a Treasurer, a Curator of Vascular
Plants, an Assistant Curator of Vascular Plants, a Curator of Nonvascular Plants,
and a Librarian. There shall be five councillors, one of whom may be a student and
one of whom may be the immediately preceding President.
Section 2. All officers and councillors shall be elected by ballot by a majority
of those members voting at the Annual Meeting of the Club, and, except in the case
of death, resignation, or removal, each officer shall hold office until the next
Annual Meeting or until a successor is elected. Voting by proxy shall not be
allowed.
Section 3. If the office of any officer or councillor becomes vacant by reason of
death, resignation, or removal, the Council may appoint a successor who shall hold
the office until the next Annual Meeting or until a successor is elected.
ARTICLE IV
COUNCIL
Section 1. The Council shall consist of the above-named officers and councillors,
the Associate Curator and the Editor-in-Chief of Rhodora. The Associate
Curator shall be appointed by the Council to serve as a liaison with the Harvard
University Herbaria. The Editor-in-Chief of Rhodora shall be appointed by
the Council.
Section 2. The Council, a majority of which shall constitute a quorum, shall have
the management and control of the Club and of all its property and affairs and
shall direct the expenditure of its funds.
Section 3. The Council shall authorize and approve, except as the Council may
generally or in particular cases authorize the execution thereof in some other
manner, all deeds transfers, and contracts; and all bonds or notes made or
endorsed by the Club shall be signed by the Treasurer and countersigned by the
President or the Vice-President. All deeds, transfers, and contracts shall be
signed by the President or in the President's absence by the Vice-President.
Section 4. The Council may appoint and remove such other officers or agents as it
may from time to time determine. It may appoint committees as it sees fit and
may delegate to these committees such powers for such terms as the Council deems
best, subject to the power of the Council to revoke any such appointment at any
time.
Section 5. The Council shall have the books and accounts of the Treasurer
audited at least once a year by an external Auditor.
ARTICLE V
DUTIES OF THE OFFICERS
Section 1. The President and Vice-President shall perform the usual duties of
their offices.
Section 2. The Curator of Vascular Plants and the Curator of Nonvascular Plants
shall have charge of the botanical collections of the Club. The Assistant
Curator of Vascular Plants (or in that officer's absence, the Associate Curator)
shall perform the duties of the Curator of Vascular Plants in the Curator's
absence.
Section 3. The Librarian shall have charge of the books and manuscripts of the
Club.
Section 4. The Corresponding Secretary shall give notices of all meetings of the
Club and of the Council, and shall conduct the correspondence of the Club.
Section 5. The Recording Secretary, who shall be the Clerk, shall be sworn before
entering upon the duties of the Recording Secretary, and as such shall keep the
minutes of all meetings of the Club and of the Council
and such other records as the Council may direct.
Section 6. The Treasurer shall, subject to the orders and supervision of the
Council, collect and disburse the funds of the Club, and for this purpose shall
have power to endorse for deposit or collection, all funds, checks, drafts, etc.
payable to the corporation or its order. The Treasurer shall keep, or cause to be
kept accurate books of account, and shall make a report of the financial condition
of the Club at each Annual Meeting, and at such other times as the Council may
request.
ARTICLE VI
NOMINATING COMMITTEE
On or before December fifteenth of each year, the President shall appoint a
committee of three members -who shall not be officers - to nominate officers for
the ensuing year. The report of this committee, which shall be filed with the
Corresponding Secretary and open to inspection at least three weeks prior to the
Annual Meeting, shall be incorporated in the call for the Annual Meeting.
Nothing herein shall restrict the right of members to offer nominations from the
floor provided a notice listing such nominees and signed by not less than three
members shall be filed with the Corresponding Secretary not later than ten days
prior to the date of the meeting.
ARTICLE VII
MEMBERSHIP AND DUES
Section 1. Membership inquiries and resignations may be made to the Corresponding
Secretary.
Section 2. Upon payment of annual dues, all members shall have voting privileges
and shall receive Rhodora.
Section 3. Dues and subscription price of Rhodora shall be determined at
appropriate intervals by the Council.
Section 4. Annual dues shall be payable the first of January. Any member whose
dues remain unpaid for more than three months after same become payable shall
cease to receive Rhodora. The membership of any member shall automatically
terminate if dues or other indebtedness to the Club remain unpaid for thirteen
months after same become payable.
Section 5. In the event of the death, resignation, or other termination of the
membership of a member, all privileges shall cease. Dues will not be prorated
and reimbursed except in instances where more than one year's membership remains.
ARTICLE VIII
MEETINGS OF THE CLUB
Section 1. The Annual Meeting of the Club shall be held on the first Friday in
March of each year, unless otherwise ordered by the Council, and regular meetings
shall be held monthly, except during July, August, and September at such times as
the Council may determine. If the Annual Meeting is omitted by oversight or
otherwise on the day herein provided therefor, a special meeting may be held in
place thereof, and any business transacted or elections held at such meeting shall
have the same effect as though transacted or held at the annual meeting.
Section 2. Special meetings may be called by the President or by vote of the
Council or by written request of any ten members given to the Corresponding
Secretary. Every such call shall state the object for which the meeting is being
called.
Section 3. Notice of all meetings shall be distributed at least seven days
before such meetings.
Section 4. At any meeting of the Club, fifteen members shall constitute a quorum
for the transaction of business, except the amendment of the By-Laws.
ARTICLE IX
AMENDMENTS OF THE BY-LAWS
These By-Laws may be altered, amended, or repealed in the following manner: at
any Annual, regular, or special meeting of the Club by a two-thirds vote of the
members present and voting, provided that at least thirty members or two-thirds
of the membership (whichever is the smaller number) are present at the meeting,
and that the subject matter of the proposed alteration, amendment, or repeal has
been given in the call for the meeting at which the alteration, amendment, or
repeal is to be considered.
ARTICLE X
FISCAL YEAR
The fiscal year of the Club shall end of the thirty-first day of December in each
year.
ARTICLE XI
DISSOLUTION
Should the Club be dissolved for any reason, the officers shall after paying or
making provision for payment of all the liabilities of the corporation, distribute
all assets, including all accrued income, to one or more scientific, educational
and/or literary organizations under Section 501(c)(3) of the Internal Revenue Code
of 1986 (or the corresponding provision of any subsequent United States Internal
Revenue Law).
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