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Bylaws of the Santa Clara Valley Chapter of CNPS

 Superseded by Chapter Guidelines effective January 1, 2017


BYLAWS
Santa Clara Valley Chapter
California Native Plant Society
Updated & Approved by Executive Board

October 2003
Approved at Annual Meeting
November 15, 2003

ARTICLE I NAME

Section 1 Name

The name of the organization shall be the Santa Clara Valley Chapter of the California Native Plant Society.

ARTICLE II PURPOSE

Section 1 Purpose

The purpose of the organization is the conservation and promotion of the native plants and vegetation of California.

ARTICLE III MEMBERS

Section 1 Membership

Any person, family or group interested in California native plants is eligible for membership in the Chapter. Membership in the California Native Plant Society is a requirement for membership in the Chapter.

Section 2 Right of Members to Vote

Each member shall be entitled to one vote on any question requiring a vote of the membership. Any group having a single membership shall have one vote. The official voting delegate of this group shall be so designated in writing.

Section 3 Termination of Membership

Nonpayment of dues shall terminate membership. Membership may not be transferred.

Section 4 Meetings of Members

The members of the Chapter shall hold general meetings at such times and places as they deem suitable, necessary, or convenient to accomplish the purposes of the Chapter. There shall be at least six meetings annually. The last general meeting held in the fall shall be designated the Annual Business Meeting. Written notification shall be sent to each member entitled to vote at that meeting.

Section 5 Quorum

One-fifteenth (1/15) of the membership of the Chapter shall constitute a quorum at any general meeting when business is transacted or elections held.

ARTICLE IV DUES

Section 1 Chapter Dues

The Chapter may, upon approval by the Chapter membership, assess Chapter dues in the manner and amount to be determined by a vote of the members.

ARTICLE V EXECUTIVE BOARD

Section 1 Members

The Executive Board shall consist of the officers, the immediate Past President, standing committee Chairpersons and the Members at Large.

Section 2 Duties

The Executive Board shall have the general power to administer the affairs of the Chapter between Annual Business Meetings and shall report its actions to the Chapter.

Section 3 Quorum

A quorum of the Executive Board shall consist of one-third (1/3) of its members.

Section 4 Executive Committee

The President, Vice President, Past President, Recording Secretary and Treasurer shall function as the Executive Committee, conducting whatever business is deemed by the President to be necessary to facilitate the activities of the Chapter. The Executive Committee receives its authority from the Executive Board and its actions are subject to review by the Executive Board.

ARTICLE VI OFFICERS

Section 1 Officers

The elected officers of the Chapter shall be President, Vice President, Recording Secretary and Treasurer.

Section 2 Election of Officers

Nomination of officers shall be by a Nominating Committee appointed by the President. Members shall be notified by mail of the slate of officers to be nominated. Nominations may also be made from the floor provided written consent has been obtained from the nominee. The election shall be held at the Annual Business Meeting. Officers shall serve for a term of one year beginning January 1.

Section 3 Duties of the President

The President shall preside at all meetings of the members and of the Executive Board, shall have general supervision of the affairs of the Chapter, the Executive Board, and the Executive Committee, shall appoint standing committee chairpersons and other individuals as necessary, shall serve as an ex officio member of all committees, and shall perform all such other duties as are incident to the office.

Section 4 Duties of the Vice President

The Vice President shall exercise the functions of the President during the absence or disability of the President and shall have such powers and discharge such duties as are prescribed by the Executive Board or the President.

Section 5 Duties of the Recording Secretary

The Recording Secretary shall keep minutes of all business meetings of the Executive Board or the membership, and shall give notice of all Executive Board meetings to its members and shall perform such other duties as are prescribed by the Executive Board or the President.

Section 6 Duties of the Treasurer

The Treasurer shall keep and maintain adequate and correct accounts of the financial transactions of the Chapter, including its assets, liabilities, receipts, and disbursements. The Treasurer shall deposit all moneys and other valuables in the name of and to the credit of the Chapter with such depositories as may be designated by the Executive Board.

The Treasurer shall disburse the funds of the Chapters as may be ordered by the Executive Board, shall render to the Executive Board whenever it requests, an account of all of the transactions as Treasurer and of the financial condition of the Chapter, and shall have such other powers and perform such other duties as may be prescribed by the Executive Board or the President.

Section 7 Vacancies

A vacancy in any office may be filled by a majority vote at a meeting of the Executive Board. An officer thus elected to fill any vacancy shall hold office for the unexpired predecessor's term and until a successor is elected.

Section 8 Records

Each officer shall upon the expiration of the term of office and upon the election and qualification of a successor deliver to the successor the records of the office.

ARTICLE VII COMMITTEES

Section 1 Standing Committees

The President shall appoint Chairpersons for the following standing committees: Book Sales, Conservation, Correspondence, Education, Field Trips, Gardening With Natives, Historian, Invasive Plants, Legislation, Membership, Native Hill: Foothill College, Newsletter, Nursery, Plant Sales, Programs, Publicity, Rare Plants, Vegetation, Wildflower Show. The President may appoint additional Chairpersons as appropriate.

Section 2 Temporary Committees

The President may appoint such temporary committees as may be deemed necessary for the business of the Chapter.

ARTICLE VIII LIMITATION OF AUTHORITY

Section 1 Limitation of Authority

In the absence of express authorization of the Executive Board, no Officer, committee Chairperson, nor member shall have the power to act or bind the Chapter in any manner.

ARTICLE IX AMENDMENTS

Section 1 Amendments

New bylaws may be adopted or these bylaws may be amended or repealed by the affirmative vote of two-thirds (2/3) of the members present at a regular meeting or a special meeting called for such a purpose. A copy of the proposed changes shall be included in the notice of the meeting.

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