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BY-LAWS
OF
THE PLUMERIA SOCIETY OF AMERICA, INC.
ARTICLE I
NAME AND PURPOSE
1.1 Name
The name of the Corporation is THE PLUMERIA SOCIETY
OF AMERICA, INC. (Hereafter referred to as "PSA" or
"Corporation")
1.2 Purpose
This Corporation is organized exclusively for
research, educational and registration purposes,
that is, for research into the history and
development of plumerias (also known by the name
“frangipani”), for learning more about plumerias,
their culture and propagation, and to provide a
register for identifying, naming and recording new
types of plumerias. More specifically, the
Corporation is created solely as an organization
described in Section 501 (c) (3) and exempt from
taxation under Section 501 (a) of the Internal
Revenue Code of 1954 or corresponding provisions
hereafter in effect. The Corporation shall be
operated exclusively for such purposes, no part of
its net income shall inure to the benefit of any
private member, director or individual; it is
understood that a portion of regular membership dues
may be used for certain PSA group activities when
approved by the Board of Directors (hereafter
referred to as “Board”); no part of its activities
shall be carrying on propaganda, or otherwise
attempting to influence legislation, and it shall
not participate in, or intervene in (including the
publishing or distribution of statements) any
political campaign on behalf of or in opposition to
any candidate for public office. Specific goals of
the Corporation shall be to:
(1) Promote interest in and increase
knowledge of hybridization, propagation and culture
of plumerias.
(2) Share this knowledge with hobbyists
interested in plumerias.
(3) Provide a register for recording,
identifying and classifying by name new types and
varieties of plumerias.
ARTICLE II
ELECTION OF OFFICERS AND DRECTORS
2.1 Election
The general membership shall elect the officers and
directors of this Corporation
biannual.
2.2 Officers
Officers of this Corporation shall be a President,
Vice President, Secretary and Treasurer, who shall
also serve as directors.
2.3 Directors
In addition to the officers serving as directors
three additional directors shall be elected by the
general membership.
2.4 Qualifications of Office:
a.
Nominees for officers must have been an active
member, in good standing, for the past two (2)
years.
b.
Nominees for the additional directors must have been
active members for the last year.
2.5 Term of Office
All officer and directors whose term of office shall
have expired may be elected for a second consecutive
term, but may serve no more than two (2) consecutive
terms in the same office.
2.6 Voting Method & Qualification
Voting shall be by written ballot sent to all
members in good standing as of October 31 of the
year preceding the election. Only ballots received
by the PSA by December 31st will be
accepted. The Election results will be published in
the next newsletter, announced at the January
general meeting and posted on the PSA website.
2.7 Nominating Committee
A nominating committee, appointed by the President,
with the approval of the Board, shall:
a.
Consist of three members in good standing for the
prior two years.
b.
Include a past president.
c.
Be appointed at the July meeting.
d.
Present a slate of officers and directors with their
qualifications and with Board approval at the
October meeting.
Prior to the October meeting of each year. This 3
member nominating committee shall have at least one
past president as a member. They shall present to
the Board at the October meeting a slate of
candidates for each office and three (3) director
positions to be filled at that time, along with a
summary of their qualifications.
ARTICLE III
BOARD OF DIRECTORS
3.1 Number, Tenure, Election and Vacancies
The direction and management of the affairs of the
Corporation and the control and management of and
disposition of any properties and funds shall be
vested in a Board, which shall consist of not less
than seven (7) persons and the immediate past
president who will serve as a nonvoting ex officio
member. The Board shall consist of the officers
(President, Vice President, Secretary and Treasurer
and Directors so elected by the general membership).
Each officer and director shall serve for a term of
two (2) years.
3.2 Vacancies
A vacancy shall be declared upon the death or
resignation of any Director or upon any Director's
inability to perform required responsibilities in
the management and affairs of the Corporation.
Should such vacancy occur, the Board shall appoint a
successor to fill the unexpired term.
3.3 Annual Meeting
The annual meeting of the Board shall be held in the
month of January of each calendar year, contingent
upon meeting location availability. The Secretary of
the Corporation will give ten (10) days notice of
such meeting to each member of the Board.
3.4 Special meetings
Special meetings of the Board may be held whenever
called by the Secretary of the Corporation upon the
direction of the President or upon written request
of any four (4) Directors; and it shall be the duty
of the Secretary to give 10 days notice of such
meetings.
3.5 Quorum for meetings (of the Board)
A majority of the Officers and Directors shall
constitute a quorum for the transaction of business
of all meetings of the Board convened according to
these by-laws.
3.6 Liability
A Director shall not be liable to the Corporation or
its members for monetary damages for an act or
omission in the Director’s capacity as a Director,
except that this does not authorize the elimination
of limitation of the liability of a Director to the
extent the Director is found liable for:
a. A breach of the Director’s duty of
loyalty to the Corporation or its members.
b. An act or omission not in good faith
that constitutes a breach of duty of the Director or
an act or omission that involves intentional
misconduct or a knowing violation of the law.
c. A transaction from which the Director
received an improper benefit, whether or not the
benefit resulted from an action taken within the
scope of the Director’s office.
d. An act or omission for which an
applicable statute expressly provide the liability
of an Officer or Director.
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