Bonsai Society
of Miami



Miami, Florida USA



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BY-LAWS OF THE BONSAI SOCIETY OF MIAMI, INC.

A Florida Nonprofit Corporation


ARTICLE ONE - ORGANIZATION

 1. These By-Laws were originally adopted by the Board of Directors on the first day of June, 1994.
 2. The name of this organization shall be THE BONSAI SOCIETY OF MIAMI, INC., and location of the present 
     registered office is 11000 Red Road, Pinecrest, Fl 33156.
 3. The organization may, at its pleasure, by a vote of a majority of the members  casting ballots, change its name at any time.
 4. The organization shall have a seal, which shall be in the following form:


(SEAL)

 5. The Corporation is a Florida not for profit corporation. No dividends will be paid, and no part of the income or assets of this    Corporation will be distributed, to its Directors or Officers. Accordingly, no Director or Officer of this Corporation has any vested
    interest or privilege of, in or  to the rights, property, assets, functions or affairs of the Corporation.

ARTICLE TWO - PURPOSES

The following are the purposes for which this organization has been organized:
1. To advance the education of its members and the general public in the aesthetic, historical, scientific, business and social features of the art of bonsai.
2. To promote the knowledge, interest, appreciation and enjoyment of the art of bonsai on the part of its members and the general public
3. To hold meetings and exhibitions in furtherance of these purposes.
4. To provide a forum whereby member Bonsai Societies and individuals may join in accomplishing these purposes as stated herein.
5. To engage, as incident to any of the specific purposes herein, in any lawful activity consistent with the members' and public's interest which will further advance and serve the art of bonsai.
6. To conduct its activities without pecuniary gain or profit to any members hereof.

ARTICLE THREE - MEMBERSHIP

Membership in the Society shall be open to all persons who are interested in the art of bonsai.

ARTICLE FOUR - MEETINGS

The annual membership meeting of the Society shall be held on the forty Wednesday of June, each and every year except if such day be a legal holiday, then and in that event the Board of Directors shall fix the day, but it shall not be more than two weeks
from the day as set by these By-Laws.

The Secretary or the News bulletin Editor shall mail to every member, in good standings, at his/her address as it appears in the membership roll book of the Society, a notice specifying the time and place of such annual meeting.

Program meetings of the Society shall be on the forty Wednesday of the month at the Pinecrest Gardens, located 
at 11000 Red Road, Pinecrest, Fl 33156, or as designated by the Board of Directors from time to time.

Board meetings shall be held monthly, the date, time and place to be determined by a majority vote of the Board.

Special meetings of the Society may be called by the President when he/she deems it to be in the best interest of the Society. Notice of such meetings shall be given to all members at their address as they appear in the roll book at least three (3) but not more than ten (10) days before the scheduled date set for such special meeting. Such notice shall state the reason that such meeting has been called, the business to be transacted at such meeting and by whom the meeting was called. Notice of such meeting may be sent by tele-fax, telephone or mail.  


ARTICLE FIVE - VOTING

At all meetings, except for the election of officers and directors, all votes shall be by voice or by the raising of hands, except that for election of officers and directors, nondescript ballot forms shall be provided for anonymous voting.

At any regular or special meeting, if a majority present so requires, any question may be voted upon in the manner and style provided for election of officers and directors.


ARTICLE SIX - ORDER OF BUSINESS

            1.             Roll Call / Attendance.
            2.             Reports of Committees.
            3.             Reports of Officers.
            4.             Elections of Officers and Directors (when required at an annual meeting).
            5.             Old and Unfinished Business.
            6.             New Business
            7.             Good and Welfare.
            8.             Monthly Program.
            9.             Adjournments.


ARTICLE SEVEN - BOARD OF DIRECTORS

The business of this organization shall be managed by a Board of Directors consisting of not less than four (4) members nor more than twelve (12) members in addition to the officers of the organization.

The directors to be chosen for the ensuing year shall be chosen at the annual meeting of the organization in the same manner and style as the officers of the organization and they shall serve for a term of one year.

The Board of Directors shall be responsible for the control and management of the affairs and business of this Society. Such 
Board of Directors shall only act in the name of the Society when it shall be regularly convened by it's chairman, after due 
notice to all directors of such meeting. A majority of the members of the Board of Directors shall constitute a quorum and the meeting of the Board of Directors shall be held as designated by the Chairman of the Board of Directors.

Each Director shall have one vote and such voting may not be done by proxy.

The Board of Directors may make, from time to time, such rules and regulations governing it's meetings as it may, in it's 
discretion, determine necessary, in addition to those rules and regulations as set forth herein.

Vacancies during the year in the Board of Directors shall be filled by a vote of the majority of the remaining members of the 
Board of Directors for the balance of the year.

A Director may be removed when cause exists for such removal.


ARTICLE EIGHT - OFFICERS

The elected officials of the organization shall be as follows:

            1.             President.
            2.             First Vice President.
            3.             Second Vice President.
            4.             Secretary.
            5.             Treasurer.

Any one person may hold more than one of the above offices, however, if one person does hold more than one office, that 
person shall have only one vote.

            The President shall:

1- preside at all membership meetings and shall, by virtue of his office, be the Chairman of the Board of Directors.
2- present at each annual meeting of the organization an annual report of the work of the organization.
3- appoint all committees, temporary or permanent.
4- see all books, reports and certificates as are required by law are properly kept or filed.
5- have such other powers as may be reasonably construed as belonging to the Chief Executive of any organization.
6- have one vote at every meeting of the membership, but this vote shall only be exercised if it is necessary to break to a tie.

             The First Vice President shall:

1- in the event of the absence of or inability of the President to execute his office, become Acting President of the organization with all the rights, privileges and powers as if the Vice President had been duly executed President.
2- be the program chairperson in charge of coordinating and managing the monthly programs of the Society in accordance with the purposes set out in article three above.

             The Second Vice President shall:

1- in the event of the absence of or inability of the President and the First Vice President to exercise their respective offices, become Acting President of the organization with all the rights, privileges and powers as if the Second Vice President had been duly executed President and First Vice President simultaneously.
2- duties are to be in charge of coordinating and managing the Annual Auction, any or all socials, and being co-chairperson of 
the societies Annual Show.

             The Secretary shall:

1- keep the minutes and records of the organization in an appropriate manner. It shall be the Secretary's duties to file ant certificates required by statute, State or Federal.
2- give and serve all notices to members of the organization as required by these By-Laws.
3- be the official custodian of the records and seal of this organization, and may be one
of the officers required to sign the checks and drafts of the organization.
4- present, at any meetings, any communications addressed to the Secretary of the Organization.
5- attend to all correspondence of the organization and shall exercise all duties incident to the Office of Secretary.
6- provide copies of the minutes from the previous meetings for distribution to the members at the board meeting for reading 
and acceptance.
7- have one vote at each meeting of the membership.

             The Treasurer shall:

1- have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. The treasurer shall cause to be deposited in a regular business bank as directed by the Board of Directors all the funds of the Society.
2- or any other officer may sign checks or drafts of the organization. One signature is required. No special funds may be set aside without the consent of the Board of Directors that shall make it unnecessary for the treasurer to sign the checks issued upon it.
3- render, at stated periods, as the Board of Directors shall determine, a written account of the finances of the organization and such report shall be physically affixed to the minutes of such meeting.
4- exercise all other duties incident to the office of treasurer.
5- have one vote at each meeting of the membership.
6- provide copies of the monthly treasurer's report for distribution to the members at the board meeting for reading and acceptance.

The outgoing Treasurer shall render, within 45 days after the election of new officers and directors, a written account of the finances of the organization and the treasurer shall further, within said 45 day period, take whatever action is necessary to close the existing account or turn over that account to the incoming treasurer. Said accounts and the written account of the finances of the organization shall be promptly reviewed by the Board of Directors, which said Board may, if they deem it necessary, hire an
independent accountant to verify the written account of the treasurer.

No officers or directors of this organization, by reason of his office, shall be entitled to receive any salary or compensation, other than in connection with reimbursement for expenses, but nothing herein shall be construed to prevent the Board of Directors from hiring persons and compensating them accordingly. It being the intention herein that officers and directors of the organization, as designated by the Board of Directors, may be compensated for their expenses in connection with the service to the organization,
such as travel expenses, postal expenses, telephone expenses, etc. but said officers shall not be salaried employees. Nothing herein shall be construed to prevent the Board of Directors from hiring outside employees and compensating them accordingly
when the Board of Directors deems it necessary, such as accountants, attorneys, and other persons to perform services for or on behalf of the Association.


ARTICLE NINE - EMPLOYEES

The Board of Directors shall hire and fix the compensation of any and all employees which they, in their discretion may determine, may be necessary in the conduct of the business of this organization, and in addition, the Board of Directors may, from time to time, determine fixed fees to be paid to any officer, director or appointed official of the organization as a reimbursement for expenses of that particular official's office, all of the foregoing subject to the approval of the membership.


ARTICLE TEN - FEES AND DUES

The Board of Directors may, from time to time, determine any fees or dues of this organization and may fix and determine the amount thereof.


ARTICLE ELEVEN - COMMITTEES

All members of committees of this organization shall be appointed by the President and their term of office shall be for a 
period of one year or less if sooner terminated by the action of the Board of Directors.

            The permanent committees shall be as follows:

            1.            Membership
            2.            Refreshment / Hospitality
            3.            Newsletter / Bulletin
            4.            Library
            5            Show / Exhibit
            6.            Publicity
            7.            Club Sales   
            8.            Auction


ARTICLE TWELVE - AMENDMENTS

These By-Laws may be amended when the proposed Amendment has been submitted to the Board of Directors with a request that it be submitted at the next annual or regular meeting of the membership. The request for Amendment to the By-Laws submitted to
the Board of Directors must be submitted at least 45 days prior to the next ensuing or regular meeting. Upon receipt of a request for Amendment to By-Laws, the Board of Directors shall instruct the Secretary to send a copy of the proposed Amendment to
the members, together with the Notice of the next ensuing annual, regular or special meeting, and thereafter at such meeting, a vote of the majority of the membership may amend the By-Laws.


ARTICLE THIRTEEN - REMOVAL OF OFFICERS, DIRECTORS AND OFFICIALS

The general membership, at any meeting, by a vote of 75% of those present, may remove any officer or director of this organization, without cause.

 


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