By-Laws

New England Nursery Association BY- LAWS
February 8, 2008

 

ARTICLE I

Name

SECTION 1. The name of this Association shall be: “The New England Nursery Association, Inc.”

SECTION 2. The location of the principal office shall be as determined by vote of the Executive Committee.

SECTION 3. The Corporate Seal shall be circular in form and have inscribed thereon the name of the Association and the year of its incorporation.

 

ARTICLE II

Territory

SECTION 1. This Association shall operate in the territory covered by the States of Connecticut, Rhode Island, Massachusetts, Maine, New Hampshire, and Vermont.

 

ARTICLE III

Mission

SECTION 1. The mission of this Association shall be to enhance the New England Nursery industry network through education of its members, support of state and national activities, and increased awareness of the value of nursery products and services.

 

ARTICLE IV

Membership

SECTION 1. A. ACTIVE. Any Individual, Partnership or Corporation, whose main office is within the territory and who is actively engaged in the growing, dealing or selling of nursery products shall be eligible to ACTIVE membership in this Association.

  1. ACTIVE. Any Individual, Partnership or Corporation, whose main office is within the territory and who is actively engaged in the profession of Landscape Architecture shall be eligible to ACTIVE membership in this Association.
  2. ACTIVE ASSOCIATE.  Any Individual, Partnership or Corporation engaged in an allied trade or in the manufacture and/or sale of nursery supplies and equipment, shall be eligible to ACTIVE ASSOCIATE membership in this Association.

SECTION 2. Each Individual, Partnership or Corporation included in the active membership of this Association and being in good standing, shall be entitled to but ONE vote; the individual to cast that vote to be determined by the organization in whose name the membership stands.

SECTION 3. New members may be elected by a majority of full membership of the Executive Committee, after the membership committee shall have reported on the applicant’s qualifications.  No application shall be considered until these requirements shall have been complied with.

SECTION 5. FORFEITURE OF MEMBERSHIP. Failure to pay dues as provided hereinafter shall forfeit membership in the Association.  Members may be reinstated by majority vote of the Executive Committee, if all delinquent dues are paid in full on or before August 1st of the current year. For good and sufficient cause any member may be dropped by a majority vote of the Executive Committee after due notice shall have been sent to such member, who shall within two weeks have the right to demand that the matter be referred to an Investigating Committee of FIVE members of the

Association, two to be appointed by the Executive Committee, but not from its own number, two to be selected by the member and a fifth to be chosen by these four. In the absence of such demand, or if the majority of this Committee shall approve the decision of the Executive Committee, the name of the member shall be dropped and thereupon the interest of such person in the Corporation or its property shall cease.

 

ARTICLE V

Officers

SECTION 1. The Officers of this Association shall be a President and a Vice- President/Treasurer. These Officers, together with THREE members elected at large shall constitute the Executive Committee of five members. The immediate Past President shall serve in an advisory role with no voting privileges.

SECTION 2. Three members shall constitute a quorum of the Executive Committee. SECTION 3. These Officers shall be elected at the regular annual meeting of the Association in the following manner. The President shall appoint on the first day of the Annual Meeting a chairman for the Nomination Committee. On the same day two additional members shall be elected to this committee from the floor of the convention. This committee shall meet prior to the next annual meeting to prepare a slate of officers for the ensuing year including Executive Committee, which shall be posted in the meeting room before the opening of the first day of the convention. Additional nominations for any office may be made in WRITING by FIVE members in good standing, provided such nominations shall be submitted at least two weeks before the time set for election. In case more than one nomination is made for any office, voting for that office shall be by secret ballot.

SECTION 4. The Officers and members of the Executive Committee shall serve for one year, or until their successors are elected.

SECTION 5. Executive Committee shall have the power to employ an Executive Director. His/her duties shall be to attend all meetings of the Executive Committee and Association meetings, to write, print, distribute periodic newsletters, to collect dues, issue membership certificates, pay bills, draw orders on all funds under his/her jurisdiction, and any other duties required by the Executive Committee. His/her compensation to be set by the Executive Committee.

 

ARTICLE VI

Duties of Officers

SECTION 1. The PRESIDENT shall preside at all meetings of the Association and of the Executive Committee and shall perform such other duties as are incident to his office.

SECTION 2. The VICE-PRESIDENT/TREASURER in absence of the President, shall preside at all meetings and shall perform such duties as are incident to his office.

SECTION 3. The EXECUTIVE DIRECTOR shall keep all records, call all meetings under direction of the Executive Committee, conduct the correspondence of the Association, have charge of the papers, reports, prepare the same for publication when required, shall receive all dues from members, transferring the same to the Treasurer and shall   perform such other duties as are usually incident to his office. He/she shall receive the necessary expenses and his/her compensation will be fixed by the Executive   Committee.

SECTION 4. The EXECUTIVE COMMITTEE shall have general supervision of the  affairs of the Association; shall contract for the publication of its reports and carry out the purposes of the Association. They shall prepare a suitable program for the Annual Meeting. Vacancies occurring in any office shall be filled by the Executive Committee.

Meetings of the Committee shall be called by the President or at the request of three of

its members.

SECTION 5. The President shall appoint standing Committees as necessary.

 

ARTICLE VII

Meeting

SECTION 1. Fifteen percent (15%) of the members in good standing or their duly authorized proxy as hereinafter provided shall constitute a quorum at the Annual Meeting.

SECTION 2. Special Meetings of the Association shall be called by the Executive Director at the direction of the Executive Committee at any time and must be called by the President at the written request of fifteen percent (15%) members in good standing. SECTION 3. Fifteen of the members in good standing or their duly authorized proxy as hereinafter provided shall constitute a quorum at all special meetings.

SECTION 4. Notices for all meetings shall be mailed to every member by the Secretary at least TEN days prior to the day for which the meeting is called.

SECTION 5. Any members in good standing shall have the right to designate a proxy to represent him at any Annual or Special Meeting of the Association, provided, however, notice shall be given to the Executive Director at least FIVE days prior to the day for which the meeting is called on the proper form provided by said Executive Director.

SECTION 6. At each Meeting of this Association, Annual or Special, the President shall appoint a Sargeant-At-Arms whose duty shall be to admit into the Meeting only members or their representatives who are legally entitled to this privilege and such other individuals, who shall have a special invitation from the Executive Committee. Any meeting               or part of a meeting may be opened to the public by vote of the Executive        Committee.

 

ARTICLE VIII

Revenue and Finance

SECTION 1. A. DUES OF ACTIVE MEMBERS. The dues of Active Members shall be based on the gross volume of the nursery business done by the individual member during such member’s previous fiscal year, and that gross volume shall comprise the full amount of all sales of nursery goods, including the full amount of all planting orders. The dues of such members shall be based on two dollars per thousand dollars of total gross volume of nursery business transacted, as aforementioned, with a minimum of ninety dollars and a maximum of three hundred dollars. All payments of dues shall be payable on or before the Annual Meeting of the year preceding.

B. The dues of Landscape Architect members shall be one hundred dollars per year, payable on or before the Annual Meeting for the year preceding.

SECTION 2. DUES OF ACTIVE ASSOCIATE MEMBERS. The dues of Active Associate Members shall be one hundred and fifty dollars per year, payable on or before the Annual Meeting for the year preceding.

SECTION 3. BUDGET. Previous to the Annual Meeting the Executive Director shall prepare an estimate of the expenses for the ensuing year and submit the same to the Executive Committee for their approval, who shall present it to the Association at the Annual Meeting for adoption.

SECTION 4. FISCAL YEAR. The Fiscal Year of the Association shall be from January 1st to December 31st.

SECTION 5. The By-Laws Committee shall review the dues structure no less than once every FIVE years, the end of the first five year period being 1995.

 

ARTICLE IX

Amendments

SECTION 1. These By-Laws may be altered or amended at any regular Annual Meeting of the Association or at any Special Meeting called for that purpose, after due notice of such contemplated action shall have been sent to every member, and then only by two- thirds vote of the members present and voting.

(RevisedFebruary 8, 2008)