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as amended April 19 2008
Article I — Membership
Section 1
Anyone interested in the stated objectives of this Chapter and
willing to abide by its constitution and bylaws is eligible to become
a member.
Section 2
The classes of membership in the Chapter shall be the same as the
classes of individual membership maintained by the Foundation.
Section 3
The membership dues shall be established by the Foundation.
Section 4
All members of this Chapter shall enjoy all the rights and privileges
accorded to the members of both this and the Foundation, except as
otherwise provided hereinafter.
Section 5
Each member shall have the right to cast one vote at the Annual
Meeting of the Chapter and at any regular or special meeting of
members of any motion that may be properly brought before such
meeting, including the election of Officers and Directors.
Section 6
Membership dues shall be payable at the time of application and
yearly thereafter.
Section 7
Should renewal of membership dues not be paid within four (4) months
after due date, a member so in default shall be dropped from the
rolls.
Section 8
All memberships are nontransferable.
Section 9
Honorary membership may be conferred upon any individual by a
majority vote or members present at an Annual Meeting. Honorary
members shall be exempt from paying dues, but such membership, of
itself, does not confer eligibility for voting or holding elective
office.
Section 10
The Georgia Chapter of The American Chestnut Foundation (GaTACF) does
not discriminate on the basis of race, color, sex, age, national
origin, religion, sexual orientation, marital status, genetic
identification, political affiliation, or disability in the
educational programs or activities it operates or in it membership
and governing board.
Article II — Meetings
Section 1
Regular
meetings of members shall be held annually.
Section 2
Special business meetings of the Chapter may be called at any time by
the President, Executive Board, or by any four (4) Board members.
These may be held either separate from or in conjunction with a
program or outing.
Section 3
The Annual Meeting shall be held in the Spring and shall also
constitute the regular business meeting of the Chapter for that
month. The Annual Meeting shall include the reports of any standing
and special committees, the conferring of honorary memberships, the
election of Directors for the coming terms, the
installation of same, and such other business as considered
necessary.
Section 4
Notice of the Annual Meeting, special meetings, and regular meetings,
at which Chapter business is to be transacted shall be given at least
thirty (30) days before the date of the meeting. Such notice is given
when deposited in the United States mail with postage thereon prepaid
and directed to the members at the member’s address as it appears on
the record of members, or at such other address as the member may
request in writing to the Secretary of the Chapter. Notice of such
meetings may be published in the Chapter newsletter or other regular
publication, provided such publication is mailed according to the
provisions stated herein above.
Section 5
Notice of a special meeting of members shall state the purpose or
purposes for which the meeting is called.
Section 6 A
quorum shall consist of at least twenty-five (25) voting Regular
members or 20% of the entire voting Regular membership for any
regular, special, or Annual Meeting.
Section 7
All nominations for Directors shall be made by the
Board or membership via email, phone, in writing or from the floor at the time of election. All
Directors shall be elected by a majority of voting
Regular members, consisting of at least a quorum, present at the
meeting.
Article III — Officers and Directors: Terms and Limitations
Section 1
The Officers of this Chapter shall be the President, Vice President,
Secretary, and Treasurer. They shall be elected by the Board of
Directors after the Annual Meeting
and hold office for two years.
Section 2
The Executive Board shall consist of at least seven (7) members,
including the four (4) elected Officers. The term of office of a
Director shall be three (3) years, except that the nominating
committee may recommend in selective cases a term of lesser or
greater length, if such is deemed advisable to restore the principle
of staggered terms.
Section 3
Only members in good standing, as herein defined, shall be eligible
to be elected to any office or directorship or shall retain such
position.
Section 4 If
a vacancy occurs in the office of President, the Vice President
automatically shall assume the presidency. The Board of Directors
will elect a new Vice President at their next Board meeting to serve
the remaining term. In case of
vacancies in any other office or directorship, the President shall
appoint a replacement to serve the unexpired term.
Section 5
Neither the President nor Vice President shall serve more than two
(2) consecutive full terms in the same office. No member shall hold
more than one (1) office on the Executive Board at the same time.
Section 6 If
any Officer or Director is absent from three (3) consecutive
Executive Board meetings, either regular or Special, and extending
over a period of time of at least four (4) consecutive months, he or
she may be subject to removal from said office or directorship by a
majority vote at a regular or special business meeting of the frill
membership.
Section 7
Any Officer or Director can be removed from office for reasons of
negligence, incompetence, or for actions judged not in the best
interests of the Chapter. All members shall be notified at least
sever (7) days prior to meeting for said purpose. At least 15% of all
members eligible to vote must be present and at least two-thirds
(2/3) of these must vote for removal. Upon removal, a replacement
Director shall be elected by full membership or Officer elected by
the Board of Directors..
Article IV — Officers: Power and Duties
Section 1
The President shall direct and administer the affairs of the Chapter
as its executive head, subject to constitutional restrictions herein
stated or implied. He or she shall preside at all business meetings
of the full membership and of the Executive Board. He or she shall
appoint all committees, subject to approval by the Executive Board.
Section 2
The Vice President shall assist the President in carrying out the
latter’s duties; he or she shall preside at meetings and perform such
other duties delegated to the President in the event of the latter’s
absence. The Vice President shall succeed to the presidency should a
vacancy arise. The unexpired term shall be completed.
Section 3
The Secretary shall keep a record of the proceedings of all business
meetings of the full Chapter and of the Executive Board, maintain a
permanent file of the Constitution and Bylaws, Articles of
Incorporation and all amendments thereto, maintain a permanent file
of other times of interest relating to the various activities of the
Chapter, and perform such other similar duties of the Chapter as the
Board shall request.
Section 4
The Treasurer shall have custody of the Chapter’s finances and shall
see to the prompt deposit of all moneys in the name of the Chapter
and to the credit of same in such depositories as designated by the
Board. He or she shall disburse the funds of the Chapter as may be
ordered by the Board, an accounting of all transactions and of the
financial status of the Chapter.
Article V — Executive Board
Section 1
The Executive Board shall be responsible for guiding the Chapter. It
shall make known to the Chapter its recommendations on policies to be
followed, projects to be initiated or participated in, or resolutions
to be adopted, for consideration by the full membership.
Section 2
Upon adoption of new projects or programs by the full membership, the
Board shall be responsible for carrying out said projects or programs
and shall have the power to commit the necessary moneys to implement
them.
Section 3
The Board shall have the power to approve or disapprove all committee
appointments by the President and all temporary appointments by the
President for vacancies on the Executive Board.
Section 4
The Board shall hold business meetings on such date and at such time
and location as suggested by the President and agreed to by a
majority of members of the Board at its first regular meeting
following the Annual Meeting of members.
Section 5
Special Meetings of the Board may be called by the President or any
other three (3) members of the Board. Seven (7) days’ notice of such
Special Board Meeting shall be given to each board member, plus a
statement of the business to be transacted. At any such Special Board
Meetings, any business may be transacted that might be transacted at
any regular Board meeting.
Section 6 A
quorum for any regular or special Board Meeting shall consist of a
simple majority of the Board. All motions shall be carried by a
simple majority of Board members present.
Article VI— Nominating Committee
Section 1
Openings to the Board of Directors shall be published not later than
two (2)
months prior to the next Annual Meeting of members. Any
members of the Chapter may submit suggestions for nominations of Directors to the
Board via phone, mail, email or in person..
Section 2 A
list of Board candidates to succeed those whose terms expire shall be
published prior to the Annual meeting.
Section 3
Nothing contained herein shall be constructed to prevent nominations
of Directors from the floor at the Annual Meeting.
Article VII — Other Committees
Section 1
The President shall designate such committees and appoint members to
same, subject to the approval of the Executive Board, as shall be
necessary to carry on the business and other activities of the
Chapter.
Section 2
The Standing Committees shall be as follows and may include such
other committees as may be constituted by the Board of Directors to
carry out the functions of the Chapter:
American Chestnut Location Committee
The American
Chestnut Location Committee shall make efforts to discover the
location of American chestnut trees and other types (including
hybrids) of chestnut trees growing in this State and to keep accurate
records of the location of such trees, their condition, size, and
other matters of interest relating to such trees in connection with
the work of the Foundation. It shall provide information concerning
such trees to the Foundation on a periodic basis.
Research Committee
The Research
Committee shall maintain close contact with the Scientific Steering
Committee of the foundation and shall engage in research activities
relating to hybridization and back-crossing of chestnuts, blight
hypovirulence, chestnut insect pests, chestnut culture, habitat, and
other matters relating to chestnut trees in general and American and
American- hybrid chestnut trees in particular.
Membership Committee
The Membership
Committee shall maintain close contact with the Membership Department
of the Foundation. It shall keep the Chapter’s membership records and
shall conduct membership campaigns to enroll new members. It shall
endeavor to retain those members who have become delinquent in the
payment of their dues. Whenever possible, a Membership Committee
composed of more than one individual should be formed. The work of
the Committee should be shared among its members.
Program Committee
The Program
Committee shall make all plans and arrangements for the regular
meetings, except for matters relating to Chapter business that may be
transacted at such meetings. The Committee shall make arrangements
for lectures, discussions, and such other events as may promote
interest and appreciation of conservation, renewal, ecology, and
natural history of the American chestnut tree.
Publications Committee
The
Publications Committee shall publish a bulletin or newsletter for the
members of the Chapter and shall prepare any other publications
helpful to the Chapter’s program.
Article VIII — Financial Affairs
Section 1
The Chapter shall not at any time permit a negative balance in its
fiscal accounts.
Section 2
The Treasurer shall record all disbursements of the Chapter.
Section 3
The fiscal year for the Chapter shall be the same as the calendar
year. The Treasurer shall prepare a comprehensive report of the
financial transactions of the past fiscal year and present same at
the Annual Meeting. A copy of this report shall be forwarded to the
Foundation. A committee appointed by the President and approved by
the Executive Board shall audit this report prior to the Annual
Meeting. The report of the Audit Committee shall also be presented at
the Annual Meeting.
Article IX — Commitments
This Chapter shall
not enter into any commitments binding upon the Foundation without
written authorization by the Foundation, nor shall the Foundation,
without written authorization by this Chapter, enter into any
commitments binding upon this Chapter.
Article X — Discontinuance
This Chapter may
terminate its status as a Chapter of the Foundation upon six (6)
months’ notice in writing to the Foundation, and the Foundation may
terminate the status of the Chapter as a Chapter of the Foundation
upon six (6) months’ notice, in writing, to this Chapter. In the
event of such notice of termination by either the Chapter or the
Foundation, the allocation of dues by the Foundation to this Chapter
shall cease upon expiration of the six-month period. However, members
of this Chapter shall remain members of the Foundation for the
balance of the term for which dues have been paid.
Article XI— Amendments
Prior to the annual
meeting, the Board may consider changes to the By-laws. By-laws may
be amended at the annual meeting by a vote of 2/3 of members present
in good standing.
Article XII
In Witness Whereof,
the Founding Members, have hereunto set their hands this September
11, 2004.
President
Donald W Davis
Vice-President
Jim Hill
Secretary
Ruby Mitchell
Treasurer
Dianne Smith
Board Member
Jerry Smith
Board
Member Mark A. Stallings
Board
Member David Keehn
Honorary Board
Member Mary Belle Price |
