ARTICLE I: Name
and Purpose
Section 1. Name. The name of the organization shall be Carolina Carnivorous Plant Society hereinafter called the Corporation.
Section 2. Purpose. The purpose of the Corporation is to build a community among carnivorous plant enthusiasts, educate the public and conserve natural habitats.
Section 3. Offices. The principal office and registered agent of the Corporation shall be located in Summerfield, North Carolina. The Corporation may have such other offices, within or outside the city of Summerfield as may be designated by the Board of Directors, or as shall be appropriate or necessary for the conduct of the affairs of the Corporation.
ARTICLE II: Membership
Section 1. General Rights and Powers. Except as otherwise provided by law, by the Articles of Incorporation, or by these bylaws, the number, classes, qualifications, rights, privileges, dues, fees, responsibilities, and the provisions governing the withdrawal, suspension, and expulsion of members shall be determined by the Board of Directors. Except as may otherwise be required by law, the Articles of Incorporation, or these bylaws, any right of members to vote and any right, title or interest in or to the Corporation, its properties and franchises, shall cease and divest upon termination of membership, except that liability of a member for sum due the Corporation shall survive such termination unless otherwise expressly provided by the Board of Directors.
Section 2. Qualifications for Membership. Membership may be granted to any individual or corporation that supports the mission and purposes of the Corporation, and who pays the annual dues as set by the Board of Directors.
Section 3. Classes of Membership. There will be two classes of membership, personal and corporate. There will be different membership dues for each class as determined by the Board of Directors.
Section 4. Dues. The Board of Directors shall establish all membership dues for all members. The rate is subject to change as the Board sees fit for the Corporation to be best served.
Section 5. Voting Rights. Each member will be allowed to vote only for annual Board of Directors elections.
Section 6. Compensation. No member shall receive any compensation for his or her service in such capacity, except that the Board of Directors may be resolution provide for reimbursement for actual disbursements expended on behalf of or in service to the Corporation and according to policies authorized by the Board of Directors.
Section 7. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues. Notice of termination shall be given 30 days before the affirmative vote takes place.
ARTICLE III: Meetings
Section 1. Annual Meeting. The annual meeting shall be held at a time and place to be determined by the Board of Directors.
Section 2. Regular Meetings. The Board of Directors will hold regular meetings at least once a month or weekly as determined by the Board. Only the Board of Directors will be present for monthly regular meetings.
Section 3. Open Meetings. The Board of Directors can hold regular meetings in which other members can attend.
Section 4. Notice. The current Board of Directors must agree on the time, frequency and format of all meeting types; annual, regular and/or open meetings. The Board must also agree on the form of notice for each meeting. If an unannounced meeting is in session a Board member may stop said meeting while in progress and a scheduled meeting should be agreed upon and set.
Section 5. Quorum. A majority of the Board of Directors at any meeting shall constitute a quorum for purposes of transacting any business of the Corporation, but in no event shall a quorum consist of less than two-third of the number of Directors in office. If the President is not present at a meeting leadership of the Board of Directors is as follows, to the Vice President, Secretary or Treasurer in this order.
Section 6. Proxies. If the current Board of Directors approves in advanced of a vote by proxy and every Board member approves of this action than a vote by proxy is permitted. Permission of vote by proxy shall be requested for each vote each time a vote by proxy is needed.
Section 7. Manner of Acting. The act of the quorum is representative of the organization, unless the Articles of Incorporation or these Bylaws require the vote of a greater number of voters than the Board of Directors.
Section 8. Alternative Action/Emergency Meetings. Any action required by law to be taken by the Board of Directors and/or members is subject for immediate actions, changes or votes and will lead to an emergency meeting to establish such changes. The emergency meeting shall commence and result in changes as soon as possible to avoid any legal actions against the Corporation and/or the Board of Directors.
ARTICLE IV: Board of Directors
Section 1. General Powers. The property, business, and affairs of the Corporation shall be overseen by its Board of Directors in accordance with these bylaws and the purposes of the Carolina Carnivorous Plant Society. The Board is responsible for overall policy and direction of the Corporation and delegates responsibility for day-to-day operations. Specific powers of the Board of Directors include but are not limited to:
a) Defining the mission, goals and objectives of the Corporation, and assigning priorities among the goals and objectives when needed;
b) Reviewing and approving the Corporation’s budget and expenses;
c) Raising the financial resources required to meet the Corporation’s goals and objectives and establishing general fund raising policies.
Section 2. Number and Qualifications. The number of Directors shall not be less than four or more than 15 total, of whom four shall be elected by the members of the Corporation in accordance with these Bylaws and 11 appointed by the elected Directors and the continuing appointed Directors. Directors shall have a demonstrated commitment to the Corporation’s mission and purpose.
Section 3. Nomination. Members of the Corporation shall nominate qualified candidates for election to the Board of Directors. Nominees shall be informed and must approve the nomination within three days of being nominated or earlier depended on the time of the election. If the nominee approves of the nomination the nominee while be entered in the election race for the position nominated. Whether a member can be nominated for multiple seats on the Board is up to the current Board of Directors and should be decided on and announced before nominations for the election are accepted.
Section 4. Election. Directors shall be elected annually by a majority vote of the members present at the annual meeting in December. A candidate or candidates shall be deemed elected upon receipt of a plurality of the votes cast the date picked by the current Board of Directors in the month of December.
Section 5. Appointed Directors. The Board of Directors in office at the time that a call for nominations is made shall by majority vote appoint to the Board of Directors one person for each vacancy in the appointive seats thereof. The newly appointed directors will serve during the same term as the Directors elected for the upcoming term.
Section 6. Term of Office. The Board members will serve for one year.
Section 7. Vacancies. Vacancies may be filled by the majority vote of the remaining members of the Board of Directors for the unexpired term.
Section 8. Quorum. See ARTICLE III Section 5.
Section 9. Meetings. See ARTICLE III: Meetings. The President presides over meetings. If the President is unable, by absence, the Vice President presides over meetings followed by the Secretary and then the Treasurer.
Section 10. Waiver of Notice. Whenever required by law, the Articles of Incorporation or the Bylaws of the Corporation to give any notice, a written waiver of notice signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Section 11. Committees. The current Board of Directors may create or dismantle committees as needed as the Corporation grows and needs more support.
Section 12. Compensation. No Director shall receive any compensation for his or her service in such capacity, except that the Board of Directors may by resolution provide for the reimbursement of actual travel and lodging expenses incurred in the performance of duties of Directors, to the extent provided by such resolution, and except as otherwise provided in these bylaws.
ARTICLE V: Officers
Section 1. Officers. The elected officers of the Corporation shall be President, Vice President, Secretary and Treasurer. These elected positions must always be filled. Other officers are elected by the Board of Directors as needed.
Section 2. Election. See ARTICLE IV Section 4. Other officers may be elected and voted on by the current Board of Directors only. The election of other officers needed by the Corporation will occur within the first two weeks after the election of a new Board of Directors.
Section 3. Removal. Any Director may be removed from office with the vote of two-thirds of the Board, with cause, at a special meeting called solely for that purpose. Notice of vote for removal must be given 30 days before taking place. The Director in question should be at the meeting for the removal vote.
Section 4. Vacancies. The Board of Directors may fill a vacancy in any office because of death, resignation, removal, disqualification or otherwise, for the unexpired portion of the term.
Section 5. Chair/President. The President shall be the principal executive officer or Chair of the Corporation and shall in general supervise and control all the business and affairs of the Corporation. The President shall preside at all meetings of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any contracts or other instruments that the Board of Directors has authorized to be executed, unless the Board of Directors or these Bylaws or a statue shall expressly delegate the signing and execution thereof to some other officer or agent of the Corporation; and in general the President shall perform all duties as the Board of Directors may prescribe from time to time. The President organizes meetings and is in charge of the docket for discussions. The President is also in charge of the online accounts and presence.
Section 6. Vice-Chair/Vice President. The Vice President will chair committees on special subjects as designated by the Board of Directors. The Vice President shall be the keeper of the records for any committees created by the Board of Directors. The heads of such committees shall send copies of the committee’s records to the Vice President so that all such records can be easily accessible to the Board of Directors. The Vice President will tend to the President’s duties if the President is unable to do so. The Vice President is also in charge of secondary funds and of online accounts and presence.
Section 7. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books or resources provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the Corporation records; and in general perform all duties incident of the office of Secretary and such other duties as the President or the Board of Directors may, from time to time, assign. The Secretary may also be in charge of posters, design efforts, and public relations as well as in charge of events and items at events for the Corporation.
Section 8. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for money due and payable to the Corporation from any source whatsoever and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as the Board of Directors shall select; and perform all the duties as the President or the Board of Directors may, from time to time, assign. The Treasurer will ensure the surety of the Corporation along with whomever else the Board of Directors nominates; at least two Directors shall watch over funds at all times.
Section 9. Other Officers. Other officers, besides the President, Vice President, Secretary or Treasurer, on the Board of Directors shall be nominated and voted upon by the current Board of Directors for positions that the current Board sees as necessary for the Corporation to succeed in the upcoming term year. The members of the organization shall not vote on the other officers of the Board.
Section 10. Compensation of Officers. No Officer shall receive any compensation for his or her service in such capacity, except that the Board of Directors may by resolution provide for the reimbursement of actual travel, lodging expenses or in doing a deed for the Corporation, to the extent provided by such resolution, and except as otherwise provided in these bylaws.
ARTICLE VI: Monetary Matters and Contracts
Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December each year.
Section 2. Books and Records. The Corporation must keep and maintain a current and complete record of monetary exchanges of all accounts at all times.
Section 3. Handling of Funds. Funds for the Corporation shall be handled by the Treasurer and the President of the Corporation. This includes all monetary accounts and/or bank accounts.
Section 4. Surety. The Board of Directors may require the Treasurer, President, or any other officer or assistant officer to furnish such surety as it may determine to save the Corporation from debt.
Section 5. Deposits. The Treasurer shall deposit all funds collected for the Corporation in the Corporation’s bank account at least once a month.
Section 6. Contracts. The Board of Directors may authorize any officer(s) agent(s) of the Corporation to enter into any contract or fulfill any contracts/agreements on behalf of the Corporation. Such authority may be general or confined to specific instances and shall be agreed upon by the Board when first authorized by the Board of Directors.
Section 7. Checks, Drafts, Etc. All checks, drafts or orders for payment of money, notices or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as the Board of Directors shall, from time to time, determine. In the absence of such determination by the Board of Directors, the Treasurer shall sign such instruments and the President or Vice President of the Corporation shall countersign.
Section 8. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or device for the general purpose or for any special purpose of the Corporation.
Section 9. Fundraising. The Corporation may hold an annual benefit auction. The funds raised from auctions shall go back into the Corporation.
ARTICLE VII: Miscellaneous Provisions
Section 1. Indemnification. Every person who is or shall have been a Director or officer of the Corporation and his or her personal representatives shall be indemnified by the Corporation against all costs and expenses reasonably incurred by or imposed upon him or her in connection with or resulting from any action, suit, or proceeding to which he or she may be made a party by reason of his or her being or having been a Director or officer of the Corporation or of any subsidiary or affiliate thereof, except in relation to such matters as to which he or she shall finally be adjudicated in such action, suit, or proceeding to have acted in bad faith and to have been liable by reason of willful misconduct in the performance of his or her duty as such Director or officer. “Costs and expenses” shall include, but without limiting the generality thereof, attorney’s fees, damages, and reasonable amounts paid in settlement.
Section 2. Amendments. The Board of Directors may, by a vote of two-thirds majority, at any meeting, alter, amend, repeal, or add to these bylaws. The Secretary my give at least fourteen days written notice of intention to alter, amend, repeal, or add bylaws to all members by announcement in a format chosen by the current Board. A copy of each amended section shall be kept on file for future reference for the current or future Board of Directors.
Section 3. Activities of the Corporation. 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 any candidate for public office. Notwithstanding any other provisions of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue Law) of (b) by a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue Law).
Section 4. Partnerships. The Corporation can create positive partnerships with multiple organizations that share qualities with the Corporations mission statement. If the partnerships stray from the mission statement the partnerships should be dissolved. Partnerships are defined by the current Board of Directors.
Section 5. Conflict of Interest. If, for any reason, the Board of Directors has strong evidence of a conflict of interest with the mission statement of the Corporation, the questionable member, including a Director or partnerships can be removed by a vote of at least two-thirds of Board members to expel said party from the Corporation. Notice of vote for removal must be given 30 days before taking place.
Section 6. Dissolution and Distribution of Assets. If, for any reason, the Corporation is dissolved by approval of all sitting Board members and by the Founders of the Corporation, after all debts are paid, the remaining assets may be distributed to another organization exempt under Section 501(c)(3) of the United States Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue Law), or to the United States, state or local governments, for public purpose. The remaining assets of the Corporation may not be distributed among the Board of Directors, Founders or members.
These bylaws were approved at a meeting of the Board of Directors of the Carolina Carnivorous Plant Society on June 18th, 2014.
Section 1. Name. The name of the organization shall be Carolina Carnivorous Plant Society hereinafter called the Corporation.
Section 2. Purpose. The purpose of the Corporation is to build a community among carnivorous plant enthusiasts, educate the public and conserve natural habitats.
Section 3. Offices. The principal office and registered agent of the Corporation shall be located in Summerfield, North Carolina. The Corporation may have such other offices, within or outside the city of Summerfield as may be designated by the Board of Directors, or as shall be appropriate or necessary for the conduct of the affairs of the Corporation.
ARTICLE II: Membership
Section 1. General Rights and Powers. Except as otherwise provided by law, by the Articles of Incorporation, or by these bylaws, the number, classes, qualifications, rights, privileges, dues, fees, responsibilities, and the provisions governing the withdrawal, suspension, and expulsion of members shall be determined by the Board of Directors. Except as may otherwise be required by law, the Articles of Incorporation, or these bylaws, any right of members to vote and any right, title or interest in or to the Corporation, its properties and franchises, shall cease and divest upon termination of membership, except that liability of a member for sum due the Corporation shall survive such termination unless otherwise expressly provided by the Board of Directors.
Section 2. Qualifications for Membership. Membership may be granted to any individual or corporation that supports the mission and purposes of the Corporation, and who pays the annual dues as set by the Board of Directors.
Section 3. Classes of Membership. There will be two classes of membership, personal and corporate. There will be different membership dues for each class as determined by the Board of Directors.
Section 4. Dues. The Board of Directors shall establish all membership dues for all members. The rate is subject to change as the Board sees fit for the Corporation to be best served.
Section 5. Voting Rights. Each member will be allowed to vote only for annual Board of Directors elections.
Section 6. Compensation. No member shall receive any compensation for his or her service in such capacity, except that the Board of Directors may be resolution provide for reimbursement for actual disbursements expended on behalf of or in service to the Corporation and according to policies authorized by the Board of Directors.
Section 7. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues. Notice of termination shall be given 30 days before the affirmative vote takes place.
ARTICLE III: Meetings
Section 1. Annual Meeting. The annual meeting shall be held at a time and place to be determined by the Board of Directors.
Section 2. Regular Meetings. The Board of Directors will hold regular meetings at least once a month or weekly as determined by the Board. Only the Board of Directors will be present for monthly regular meetings.
Section 3. Open Meetings. The Board of Directors can hold regular meetings in which other members can attend.
Section 4. Notice. The current Board of Directors must agree on the time, frequency and format of all meeting types; annual, regular and/or open meetings. The Board must also agree on the form of notice for each meeting. If an unannounced meeting is in session a Board member may stop said meeting while in progress and a scheduled meeting should be agreed upon and set.
Section 5. Quorum. A majority of the Board of Directors at any meeting shall constitute a quorum for purposes of transacting any business of the Corporation, but in no event shall a quorum consist of less than two-third of the number of Directors in office. If the President is not present at a meeting leadership of the Board of Directors is as follows, to the Vice President, Secretary or Treasurer in this order.
Section 6. Proxies. If the current Board of Directors approves in advanced of a vote by proxy and every Board member approves of this action than a vote by proxy is permitted. Permission of vote by proxy shall be requested for each vote each time a vote by proxy is needed.
Section 7. Manner of Acting. The act of the quorum is representative of the organization, unless the Articles of Incorporation or these Bylaws require the vote of a greater number of voters than the Board of Directors.
Section 8. Alternative Action/Emergency Meetings. Any action required by law to be taken by the Board of Directors and/or members is subject for immediate actions, changes or votes and will lead to an emergency meeting to establish such changes. The emergency meeting shall commence and result in changes as soon as possible to avoid any legal actions against the Corporation and/or the Board of Directors.
ARTICLE IV: Board of Directors
Section 1. General Powers. The property, business, and affairs of the Corporation shall be overseen by its Board of Directors in accordance with these bylaws and the purposes of the Carolina Carnivorous Plant Society. The Board is responsible for overall policy and direction of the Corporation and delegates responsibility for day-to-day operations. Specific powers of the Board of Directors include but are not limited to:
a) Defining the mission, goals and objectives of the Corporation, and assigning priorities among the goals and objectives when needed;
b) Reviewing and approving the Corporation’s budget and expenses;
c) Raising the financial resources required to meet the Corporation’s goals and objectives and establishing general fund raising policies.
Section 2. Number and Qualifications. The number of Directors shall not be less than four or more than 15 total, of whom four shall be elected by the members of the Corporation in accordance with these Bylaws and 11 appointed by the elected Directors and the continuing appointed Directors. Directors shall have a demonstrated commitment to the Corporation’s mission and purpose.
Section 3. Nomination. Members of the Corporation shall nominate qualified candidates for election to the Board of Directors. Nominees shall be informed and must approve the nomination within three days of being nominated or earlier depended on the time of the election. If the nominee approves of the nomination the nominee while be entered in the election race for the position nominated. Whether a member can be nominated for multiple seats on the Board is up to the current Board of Directors and should be decided on and announced before nominations for the election are accepted.
Section 4. Election. Directors shall be elected annually by a majority vote of the members present at the annual meeting in December. A candidate or candidates shall be deemed elected upon receipt of a plurality of the votes cast the date picked by the current Board of Directors in the month of December.
Section 5. Appointed Directors. The Board of Directors in office at the time that a call for nominations is made shall by majority vote appoint to the Board of Directors one person for each vacancy in the appointive seats thereof. The newly appointed directors will serve during the same term as the Directors elected for the upcoming term.
Section 6. Term of Office. The Board members will serve for one year.
Section 7. Vacancies. Vacancies may be filled by the majority vote of the remaining members of the Board of Directors for the unexpired term.
Section 8. Quorum. See ARTICLE III Section 5.
Section 9. Meetings. See ARTICLE III: Meetings. The President presides over meetings. If the President is unable, by absence, the Vice President presides over meetings followed by the Secretary and then the Treasurer.
Section 10. Waiver of Notice. Whenever required by law, the Articles of Incorporation or the Bylaws of the Corporation to give any notice, a written waiver of notice signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Section 11. Committees. The current Board of Directors may create or dismantle committees as needed as the Corporation grows and needs more support.
Section 12. Compensation. No Director shall receive any compensation for his or her service in such capacity, except that the Board of Directors may by resolution provide for the reimbursement of actual travel and lodging expenses incurred in the performance of duties of Directors, to the extent provided by such resolution, and except as otherwise provided in these bylaws.
ARTICLE V: Officers
Section 1. Officers. The elected officers of the Corporation shall be President, Vice President, Secretary and Treasurer. These elected positions must always be filled. Other officers are elected by the Board of Directors as needed.
Section 2. Election. See ARTICLE IV Section 4. Other officers may be elected and voted on by the current Board of Directors only. The election of other officers needed by the Corporation will occur within the first two weeks after the election of a new Board of Directors.
Section 3. Removal. Any Director may be removed from office with the vote of two-thirds of the Board, with cause, at a special meeting called solely for that purpose. Notice of vote for removal must be given 30 days before taking place. The Director in question should be at the meeting for the removal vote.
Section 4. Vacancies. The Board of Directors may fill a vacancy in any office because of death, resignation, removal, disqualification or otherwise, for the unexpired portion of the term.
Section 5. Chair/President. The President shall be the principal executive officer or Chair of the Corporation and shall in general supervise and control all the business and affairs of the Corporation. The President shall preside at all meetings of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any contracts or other instruments that the Board of Directors has authorized to be executed, unless the Board of Directors or these Bylaws or a statue shall expressly delegate the signing and execution thereof to some other officer or agent of the Corporation; and in general the President shall perform all duties as the Board of Directors may prescribe from time to time. The President organizes meetings and is in charge of the docket for discussions. The President is also in charge of the online accounts and presence.
Section 6. Vice-Chair/Vice President. The Vice President will chair committees on special subjects as designated by the Board of Directors. The Vice President shall be the keeper of the records for any committees created by the Board of Directors. The heads of such committees shall send copies of the committee’s records to the Vice President so that all such records can be easily accessible to the Board of Directors. The Vice President will tend to the President’s duties if the President is unable to do so. The Vice President is also in charge of secondary funds and of online accounts and presence.
Section 7. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books or resources provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the Corporation records; and in general perform all duties incident of the office of Secretary and such other duties as the President or the Board of Directors may, from time to time, assign. The Secretary may also be in charge of posters, design efforts, and public relations as well as in charge of events and items at events for the Corporation.
Section 8. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for money due and payable to the Corporation from any source whatsoever and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as the Board of Directors shall select; and perform all the duties as the President or the Board of Directors may, from time to time, assign. The Treasurer will ensure the surety of the Corporation along with whomever else the Board of Directors nominates; at least two Directors shall watch over funds at all times.
Section 9. Other Officers. Other officers, besides the President, Vice President, Secretary or Treasurer, on the Board of Directors shall be nominated and voted upon by the current Board of Directors for positions that the current Board sees as necessary for the Corporation to succeed in the upcoming term year. The members of the organization shall not vote on the other officers of the Board.
Section 10. Compensation of Officers. No Officer shall receive any compensation for his or her service in such capacity, except that the Board of Directors may by resolution provide for the reimbursement of actual travel, lodging expenses or in doing a deed for the Corporation, to the extent provided by such resolution, and except as otherwise provided in these bylaws.
ARTICLE VI: Monetary Matters and Contracts
Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December each year.
Section 2. Books and Records. The Corporation must keep and maintain a current and complete record of monetary exchanges of all accounts at all times.
Section 3. Handling of Funds. Funds for the Corporation shall be handled by the Treasurer and the President of the Corporation. This includes all monetary accounts and/or bank accounts.
Section 4. Surety. The Board of Directors may require the Treasurer, President, or any other officer or assistant officer to furnish such surety as it may determine to save the Corporation from debt.
Section 5. Deposits. The Treasurer shall deposit all funds collected for the Corporation in the Corporation’s bank account at least once a month.
Section 6. Contracts. The Board of Directors may authorize any officer(s) agent(s) of the Corporation to enter into any contract or fulfill any contracts/agreements on behalf of the Corporation. Such authority may be general or confined to specific instances and shall be agreed upon by the Board when first authorized by the Board of Directors.
Section 7. Checks, Drafts, Etc. All checks, drafts or orders for payment of money, notices or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as the Board of Directors shall, from time to time, determine. In the absence of such determination by the Board of Directors, the Treasurer shall sign such instruments and the President or Vice President of the Corporation shall countersign.
Section 8. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or device for the general purpose or for any special purpose of the Corporation.
Section 9. Fundraising. The Corporation may hold an annual benefit auction. The funds raised from auctions shall go back into the Corporation.
ARTICLE VII: Miscellaneous Provisions
Section 1. Indemnification. Every person who is or shall have been a Director or officer of the Corporation and his or her personal representatives shall be indemnified by the Corporation against all costs and expenses reasonably incurred by or imposed upon him or her in connection with or resulting from any action, suit, or proceeding to which he or she may be made a party by reason of his or her being or having been a Director or officer of the Corporation or of any subsidiary or affiliate thereof, except in relation to such matters as to which he or she shall finally be adjudicated in such action, suit, or proceeding to have acted in bad faith and to have been liable by reason of willful misconduct in the performance of his or her duty as such Director or officer. “Costs and expenses” shall include, but without limiting the generality thereof, attorney’s fees, damages, and reasonable amounts paid in settlement.
Section 2. Amendments. The Board of Directors may, by a vote of two-thirds majority, at any meeting, alter, amend, repeal, or add to these bylaws. The Secretary my give at least fourteen days written notice of intention to alter, amend, repeal, or add bylaws to all members by announcement in a format chosen by the current Board. A copy of each amended section shall be kept on file for future reference for the current or future Board of Directors.
Section 3. Activities of the Corporation. 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 any candidate for public office. Notwithstanding any other provisions of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue Law) of (b) by a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue Law).
Section 4. Partnerships. The Corporation can create positive partnerships with multiple organizations that share qualities with the Corporations mission statement. If the partnerships stray from the mission statement the partnerships should be dissolved. Partnerships are defined by the current Board of Directors.
Section 5. Conflict of Interest. If, for any reason, the Board of Directors has strong evidence of a conflict of interest with the mission statement of the Corporation, the questionable member, including a Director or partnerships can be removed by a vote of at least two-thirds of Board members to expel said party from the Corporation. Notice of vote for removal must be given 30 days before taking place.
Section 6. Dissolution and Distribution of Assets. If, for any reason, the Corporation is dissolved by approval of all sitting Board members and by the Founders of the Corporation, after all debts are paid, the remaining assets may be distributed to another organization exempt under Section 501(c)(3) of the United States Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue Law), or to the United States, state or local governments, for public purpose. The remaining assets of the Corporation may not be distributed among the Board of Directors, Founders or members.
These bylaws were approved at a meeting of the Board of Directors of the Carolina Carnivorous Plant Society on June 18th, 2014.