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Bylaws of the Redbud Chapter of the
California Native Plant Society
Adopted February 26, 1992


Revised by the Board of Directors September 12, 2004, and March 2 and March 23, 2005
Adopted as revised and approved at Chapter Membership Meeting on October 28, 2016


ARTICLE I. NAME. This Organization shall be known as the Redbud Chapter of the California Native Plant Society.

ARTICLE II. PURPOSE. The purpose and mission of this organization is to increase the understanding and appreciation of California’s native plants and to conserve them and their natural habitats through science, education, advocacy, horticulture, and land stewardship.

ARTICLE III. MEMBERSHIP.


Section 1. Members.  Any person, family, or group interested in the native plants of California is eligible for membership in the Chapter. Membership in the California Native Plant Society is a requirement for membership in the Chapter.

 

Section 2. Member Voting Rights. Each Member shall be entitled to one vote on any question requiring a vote of the membership. A family membership is entitled to two votes provided that two family members are present during the voting process.

No absentee or proxy votes shall be permitted. Any other 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. Non-payment of dues shall terminate membership. Membership may not be transferred.

 

Section 4. Meetings of the Membership. The Members of the Chapter shall hold meetings at such times and places as they deem suitable, necessary, or convenient to accomplish the purposes of the Chapter.  The Chapter will normally hold 2 or more general meetings annually.

Section 5. Quorum. Five percent of the Chapter membership shall constitute a quorum at any meeting when business is transacted or elections held.

 

Section 6. Fiscal Year. The Fiscal Year is April 1 through March 31.

 

ARTICLE IV. BOARD OF DIRECTORS.


Section 1. Members. The Elected Officers and Standing Committee Chairmen shall constitute the Board of Directors of the Chapter. Members of the Board of Directors must be Chapter members in good standing.


Section 2. Quorum. A quorum of the Board of Directors shall be five members.

 

Section 3. Fiscal Responsibility. The Board of Directors is responsible for authorizing those expenditures of the Chapter that exceed the amount of $1,500, expenditures that have not been budgeted, and for bringing unusual or particularly large proposed expenditures to the Chapter membership for vote. The Board of Directors shall prepare an Annual Budget. The Annual Budget represents authorization for spending by the Chair of each designated program or project up to the amount specified in the budget. Any amount over the budgeted amount shall require Board of Directors approval.


Section 4. Meetings. The Board of Directors shall hold at least four meetings annually. Additional meetings may be called by the President as necessary.  As appropriate, the Board may take action, including approving expenditures or other Chapter business, by means of a vote taken at a regularly scheduled Board meeting or via email/teleconference (CNPS Bylaws as amended 2015).

ARTICLE V. ELECTED OFFICERS.

 

Section 1. Officers. The Officers of the Chapter shall be: President, Vice President, Secretary, and Treasurer.

 

Section 2. Duties of the President. The President shall: preside at all regular and special meetings of the Chapter and the Board of Directors; appoint, with Committee approval, Chairman of committees, as needed, to conduct the work of the Chapter; and be an ex officio member of all committees except the Nominating Committee.

 

Section 3. Duties of the Vice President. The Vice President shall: perform the duties of the President in his absence or at the President’s request in carrying out the duties of the President and perform such other duties as may be designated by the Board of Directors.

 

Section 4. Duties of the Treasurer. The Treasurer shall maintain accounts of the transactions of the Chapter including its assets, liabilities, receipts, and disbursements; deposit all monies and other valuables in the name of and to the credit of the Chapter; disburse funds of the Chapter as may be ordered by the Board of Directors; render to the Board of Directors, upon request, an account of the financial transactions; provide the State Treasurer annually with a financial report for the calendar year and quarterly with a report on taxable sales; and perform such other duties as may be prescribed by the President or by the Board of Directors.

Section 5. Duties of the Secretary.  The Secretary shall attend and take minutes of Board meetings, give notice of meetings, distribute minutes and copies of handouts, receive and respond to correspondence on behalf of organization as appropriate.

 

Section 6. Duties of Other Board Members. The duties of other Officers and Committee Chairs shall be defined in duty statements maintained separately and may be revised by the Board of Directors without requiring a change to the Bylaws.

Section 7. Election of Officers. A nominating committee appointed by the Board of Directors will nominate Officers at a membership meeting of the Chapter (e.g., August or September).  Officers may also be nominated from the floor at the nominations meeting provided that nominees have consented.  Members are notified of the slate of Officers by mail/email.  Elections are held at the next Chapter membership meeting following the meeting at which nominations are made.

 

Section 8. Vacancies. A vacancy in any office may be filled by a majority vote at a meeting of the Board of Directors. An Officer thus elected to fill a vacancy shall hold office for the unexpired term of his/her predecessor and until a successor is elected by the membership.

 

Section 9. Term. The term of the office shall be two years or until a successor is elected. Terms shall begin in January after the previous year’s election.

 

Section 10. Records. Each member of the Board of Directors shall, upon expiration of his/her term of office and upon the election and qualification of a successor, deliver to the successor all pertinent records of the office.

ARTICLE VI. COMMITTEES.


Section 1. Standing Committees. As the need arises, the Board of Directors shall appoint Chairs of Standing Committees to assist in the duties and functions of the Chapter. Such committees may include, but are not limited to, the following:
Membership, Conservation, Field Trips, Education, Publicity, Programs, Horticulture, Plant Sale, Volunteers, and Events.

 

Section 2. Temporary Committees. The President may appoint such temporary committees as may be deemed necessary for the business of the Chapter. Temporary committee chairs have no Board of Directors voting privileges.

 

Section 3. Duties. The Chair of each Standing Committee, along with the Officers of the Chapter, are the voting members of the Board of Directors. However, persons holding more than one office or committee chair are entitled to only one vote, not one vote for each position held. Each Committee shall keep a record of its activities and shall make it available upon request of the Board of Directors.

ARTICLE VII. COMMITMENTS. In the absence of expressed authority of the Board of Directors, no Officer, Committee Chair, nor Member shall have the power to act or bind the Chapter in any manner.

 

ARTICLE VIII. AUTHORITY. Roberts Rules of Order, Revised shall be used as a guide to govern parliamentary procedures of the Chapter.

 

ARTICLE IX. AMENDMENTS. These Bylaws may be amended by a two-thirds (2/3) vote of the Members present and voting at a regular meeting if a quorum is present provided that a copy of the proposed amendment is included in the Notice of such a meeting.


BYLAWS ADOPTED and REVISED

 

These Bylaws were originally adopted by the Redbud Chapter membership at the membership meeting held in Nevada City on February 26, 1992.  These revised Bylaws were adopted by the membership at the membership meeting held in Nevada City on October 28, 2016.