BYLAWS OF THE ORANGE COUNTY CHAPTER OF THE CALIFORNIA NATIVE PLANT SOCIETY

ARTICLE I: CHAPTER IDENTITY AND PURPOSE

Section 1. Name: The name of this chapter is THE ORANGE COUNTY CHAPTER of the CALIFORNIA NATIVE PLANT SOCIETY.

Section 2. Purpose: The California Native Plant Society (CNPS) is a non-profit organization dedicated to the understanding and appreciation of California's native plants and how to conserve them and their natural habitats through education, science, advocacy, horticulture and land stewardship. The Orange County chapter focuses on the native plants and remaining areas of natural vegetation in Orange County and adjacent Southern California.

ARTICLE II: MEMBERSHIP AND VOTING

Section 1. Membership: Any person, family or group interested in California native plants is eligible for membership in the state organization and can choose to affiliate with this chapter.

Section 2. Dues: Dues and levels of membership are determined by the parent society.

Section 3. Voting: On any question requiring a vote of the chapter membership, each member shall be entitled to one vote. A family membership is entitled to two votes provided that two family members are present during the voting process. The elector for a group membership shall be that person whose name is designated in writing by that group. Voting will be by a show of hands at a membership meeting provided that a quorum of members is present. In the case of a contested election, voting will be conducted by written ballot.

Section 4. Quorum: The presence of fifteen chapter members at any general meeting of the membership shall constitute a quorum for the transaction of business.

ARTICLE III: CHAPTER BOARD OF DIRECTORS—ELECTIONS AND MEETINGS.

Section 1. Board Membership: The board of this chapter shall consist of a minimum of seven or maximum of fourteen members, including the officers described in Article IV, each elected to a two-year term of office. In order to provide continuity of leadership within the chapter board, election of members may be staggered. The business and affairs of the chapter shall be administered by the chapter board, subject to the limitations of the articles and bylaws of the parent society and the laws of the State of California

Section 2. Election: Elections will be administered and carried out by the chapter board.

a)     Chapter board elections will be held at least once every two years. The slate of candidates will be presented to the membership at the November meeting and in the November/December newsletter. Voting will take place at the December meeting. The term of office will commence January 1 of the following year.

b)     Every member in good standing is eligible to run for positions on the chapter board. Those running for office should supply a statement of qualifications by a previously designated deadline.

c)     The term of office will be two years. A board member may serve two or more consecutive terms.

d)     Each member of the board shall, upon expiration of office, deliver to the successor all pertinent records of the position.

Section 3. Vacancies: Membership in the chapter board shall terminate when the office held is vacated for any reason. Chapter board resignations should be written and recorded by the Secretary in the following month’s minutes. Vacancies occurring at times other than the end of a term shall be filled by a vote of the chapter board. The chapter board may appoint additional at-large board members between elections when board membership is below the maximum twelve members. An officer or board member thus appointed shall hold office for the remaining term of the office.

Section 4: Removal: A board member may be removed from a board position by a two-thirds majority resolution of the chapter board, for failing to meet basic criteria as attendance, respectful participation, and loyalty to the goals and mission of the chapter and the society. Board members may also be removed for acts considered detrimental to the board, the chapter, the state CNPS organization, or organizations whose mission we support.

Section 5. Meetings: Regular chapter and board meetings shall be held at any place within the county that has been designated by resolution of the chapter board. Board meetings will be held on the first Thursday of each month unless decided otherwise by the board. Board members will be notified at least one week in advance.

Section 6. Special Meetings: Special meetings of the chapter board for any purpose may be called at any time by the president, or by any four members of the board.

Section 7. Action By Teleconference or Email Meeting: Any action required by the chapter board may be taken by a meeting conducted by teleconference or comparable technology. Actions taken in this manner shall have the same force and effect as those taken during the chapter’s monthly board meeting. A regular quorum is required for the transaction of business during a meeting by email or teleconference. The secretary shall file a copy of the meeting notice and a record of the action taken with the minutes of the following chapter board meeting.

Section 8. Quorum: The presence of a majority of members of the chapter board then in office shall constitute a quorum for the transaction of business. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for the meeting.

ARTICLE IV: CHAPTER BOARD POSITIONS

Section 1. Officers and At-Large Board Members: The officers of this chapter shall consist of the following elective offices: president, vice-president, secretary, and treasurer. The remaining board members shall be elected by the members on an at-large basis.

Section 2. President: The president shall preside at all meetings of the members and chapter board and shall be ex officio a member of all committees. The president shall make reports to the membership, the chapter board, and the state board, and shall perform all such other duties as are incident to the office or are properly required by the chapter board. The president also serves as Chapter Council delegate. When necessary, the president may designate an alternate delegate whose name must be provided to the Chapter Council secretary prior to the meeting in question.

Section 3. Vice-President: The vice-president shall exercise the functions of the president during the absence or disability of the president. The vice-president will serve as general support to the chapter president. The vice-president shall have other related duties as may be assigned by the chapter board.

Section 4. Secretary: The secretary shall take minutes of the actions of all meetings of the chapter board and distribute them to the board members before the next meeting. The secretary will keep a book of minutes that will include a file of all correspondence, and shall have other related duties as may be assigned by the chapter board.

Section 5. Treasurer: The treasurer shall keep and maintain adequate and correct accounts of the transactions of the chapter, including accounts of its assets, liabilities, receipts, and disbursements. The treasurer shall deposit all monies in the name and to the credit of the chapter with such depositories as may be designated by the chapter board. The treasurer shall render to the president and board an account of all monetary transactions and of the financial condition of the chapter. The treasurer shall make reimbursements to members for expenses as agreed upon by the chapter board. The treasurer shall maintain and submit to the state CNPS treasurer a complete inventory, as well as statements covering all transactions necessary to establish CNPS responsibility for California sales taxes and all other reports required by the state finance committee. In cooperation with the state CNPS bylaws (Section H-9) the fiscal year for the Orange County Chapter shall be April 1 to March 31.

ARTICLE V: CHAPTER COMMITTEES

Section 1. Committees: The president, with the approval of the chapter board, shall establish standing or temporary committees as needed to accomplish the goals of the chapter, for tasks such as conservation, field trips, newsletter, plant sale, garden tour, programs, outreach, and publicity. The president, with the approval of the chapter board, will also appoint chairmanships and set the powers, duties, and the length of terms of the members of such committees.

Section 2. Composition: Members who are proficient or knowledgeable in the work of a particular committee may serve as chairs even if they are not board members.

Section 3. Vacancies: The president or the committee chair may fill vacancies in the membership of any committee, subject to approval of the chapter board.

Section 4. Rules: Each committee may adopt rules for its own procedures, provided that they are consistent with the bylaws of the parent society and with the bylaws of this chapter.

ARTICLE VI: CHAPTER FUNDS AND LINKED CHAPTER COMMITMENTS

Section 1. Monies: All funds derived from any source by any person or group of persons acting under or through the auspices of this chapter shall be given to the treasurer for deposit in the bank account. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of this chapter or payable to this chapter, shall be signed and endorsed by the treasurer and disclosed to the chapter board at the next chapter board meeting. The board must approve expenses exceeding $500.

Section 2 Solicitation of Funds: Neither this chapter nor anyone acting under or through its auspices shall solicit funds for any purpose other than the furthering of the objectives for which this chapter is organized. No person or group of persons shall solicit funds in the name of this chapter unless expressly authorized in writing to do so by the chapter board.

Section 3 Gifts: The chapter board may accept on behalf of the chapter any contribution, gift, bequest or devise for the general purposes or for any specific purpose of the chapter.

Section 4. Contracts: The chapter board may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the chapter. Such a commitment must have the express written authorization of the chapter board and be recorded in the board minutes. Any commitments made by any officer or member, orally or in writing, without the express written authorization of the chapter board shall be null and void.

Section 5. Commitments: No commitments by any member or officer, orally or in writing, to spend funds, to sponsor any project, to provide any service, or to pledge the good name and credit of this chapter for any purpose, shall be made without the express written authorization of the chapter board.

Section 6. Limitation of Chapter Authority: No chapter, chapter officer or chapter member shall have power to commit state CNPS to any course of action, in any way, unless expressly authorized by, or under express policy established by, the state CNPS board of directors.

Section 7. Compensation And Reimbursement Of Board Members:Board members will not be compensated for their service on the chapter board. Board members and committee chairs may receive reimbursement for direct expenses incurred as a result of participation as a chapter board member, as recognized or specified by the chapter board.

Section 8. Financial Audits: An audit shall be conducted at least annually by at least one board member other than the treasurer. Other audits shall be conducted as required by the state organization or governmental regulations.

ARTICLE VII: BYLAW AMENDMENTS AND ALTERATIONS

Section 1. Amendments: These bylaws may be altered, amended or repealed. New bylaws must be adopted by a quorum of the chapter membership. A notice requesting chapter members’ feedback will be published in the newsletter at least 30 days prior to the chapter board’s vote on any proposed changes or amendments.

Section 2. Publication: The Bylaws of the Orange County Chapter of the California Native Plant Society will be printed and provided to all new chapter board members. Current bylaws will be posted on the chapter website for public access.