The American Bonsai Society, Inc. (hereinafter referred to as ABS) is a nonprofit corporation organized under the New York State Membership Corporations Law. Its purpose is to educate, to promote knowledge of and interest in bonsai, and to serve as the North American focal point for bonsai enthusiasts. In fulfilling these functions, the ABS will publish a bonsai journal and hold conventions for its members.
Membership in the ABS shall be open to anyone upon application and payment of dues and shall continue as long as dues are paid. The Directors shall fix the amount of dues and may establish different classes of membership with different dues and different privileges.
REGULAR AND SPECIAL MEETINGS
A meeting of members shall be held at the time and place of the ABS convention; otherwise at the time (approximately one year after the preceding meeting) and place as designated by the Directors or via electronic means.
The business of the regular meeting shall include the report of the Judge of Election with respect to the election of Directors, the Annual Reports by the President and the Treasurer, and other business matters brought up by meeting attendees or Directors.
All individual members shall be entitled to vote for the election of Directors and upon all other business coming before any general meeting of members. A member’s right to vote must be exercised in person or via electronic means unless an advance provision has been made for voting by proxy with respect to a particular matter. Member clubs do not have voting privileges.
At all general meetings of members, for purposes of conducting the ABS’s business, a quorum shall consist of the members present.
For all general meetings not held in conjunction with a scheduled symposium, the notice of the time and place must be published in the ABS Journal and on the ABS website at least 30 days or one month prior to such meetings. The notice shall include the purpose of the meeting and any special matters to be discussed and acted upon at the meeting.
The President shall be elected by a majority vote of the Board of Directors at either a regular Board of Directors Meeting or electronically. The President shall serve for a term of two (2) years, but shall serve no more than two (2) consecutive terms. Term of the President will commence when elected and end June 30, two years after elected or re-elected.
The President shall be a member of the Board of Directors when elected. However, he or she need not be a member of the Board of Directors if re-elected after a first term.
The Secretary and Treasurer shall likewise be members of the Board when selected, but need not be re-elected as Directors if the Board wishes either or both to continue in office.
Neither the Secretary nor the Treasurer has a term limit as long as the Board of Directors confirms their service.
If the President resigns, an Interim President shall be elected by a two-thirds vote at a special meeting called by the Board of Directors or via electronic means. . At the next meeting of the Board, a President shall be elected to replace the Interim President. A President may also be removed from office by a two-thirds vote of the Board of Directors during a special meeting of the Board or via electronic means.
The Interim President may be elected by the Board of Directors to be president and the term of office for this individual would be two consecutive two year terms.
The President shall preside over all general membership meetings, all Board of Directors meetings and all special meetings of the Board of Directors.
The President shall appoint all other officers of ABS. Their appointments shall be ratified by majority vote of the Board of Directors and they shall serve at the discretion of the President and the Board of Directors.
The President and the Executive Secretary or Treasurer shall have the authority to sign checks on the ABS accounts. Only one (1) signature shall be required on checks of $500 or less.
If an Officer or Director fails to perform his duties he may be discharged by a two-thirds vote of the Board of Directors after a recommendation is made to the Board by the President. A successor shall be selected by a two-thirds vote of the responding Board to serve out the term of the discharged Officer or Director.
The other ABS officers shall be:
A Vice President, who shall assist the President in functions of the ABS and preside in the absence of the President. He or she shall be kept informed of all ABS business and activities by the President.
A Secretary, who shall record the minutes of the ABS General Membership Meetings and all Regular and Special Meetings of the Board of Directors. The Secretary shall also be the official repository of all ABS documents and archival information.
A Treasurer, who shall manage the receipt and deposit of funds, the establishment of all accounts and all remittances and payments in the name of ABS.
A quarterly financial statement shall be made to the Board of Directors by the treasurer. At the annual Board of Directors meeting, the annual financial report shall be distributed to all members of the Board of Directors and made available to general members upon request.
There shall be an annual audit of the treasurer’s books by two members of the Board of Directors. Their report shall be made available to the other Directors at the Annual Board of Directors Meeting or via electronic means.
An Executive Secretary shall be appointed by the President with the consent of a majority of the Board of Directors. This position shall be a paid position. The compensation shall be determined by the President with the consent of a majority of the Board.
The ABS Journal Editor shall be appointed by the President with the advice and consent of the majority of the Board of Directors. This position shall be a paid position with compensation determined by the President with the consent of a majority of the Board.
The officers shall be responsible for executing and carrying out the programs established by the Board of Directors within the financial limits established by the Board of Directors.
The policies and programs of the Society shall be established by the Board of Directors.
The Board of Directors shall consist of not less than thirteen (13) nor more than twenty five (25) members of the Society, at least one of whom shall be a resident of the State of New York and a citizen of the United States. Directors shall serve for three (3) year staggered terms, so that the terms of 1/3 of the Directors shall expire each year. Directors’ terms shall start with the regular Board meeting of the year they are selected.
No person shall be eligible for election to more than two (2) consecutive three (3) year terms. However, one (1) year after leaving the Board, a director can be elected for two (2) additional three (3) year terms. Term of an individual board member will commence when elected or appointed and end June 30, three years after elected, re-elected or appointed.
ABS Directors shall be selected from the following geographical zones, with the goal of not less than at least one (1) director representing each zone. ABS zone 1 Northeast – Ontario, Quebec, Eastern Canada, ME, NH, VT, MA, RI, CT, NY, PA, NJ, DE, MD & DC ABS zone 2 Southeast – WV, VA, KY, TN, NC, SC, MS, AL, GA, FL, Puerto Rico & Virgin Islands ABS zone 3 Northwest – British Columbia, Alberta, AK, WA, OR, MT, ID & WY ABS zone 4 Southwest – CA, NV, AZ, UT & HI ABS zone 5 North Central – Saskatchewan, Manitoba, ND, SD, NE, MN, IA, MO, WI, IL, MI, IN & OH ABS zone 6 South Central – Mexico, CO, KS, OK, AR, LA, TX & NM
The Directors shall hold at least one (1) meeting each year before the regular Meeting of members or via electronic means.
Except as otherwise provided in these by-laws the Board of Directors shall conduct all of the business of ABS.
The Directors may be called to Special Meetings, at the discretion of the President, as ABS business requires, including electronically or by phone. In such cases, a quorum must consist of 51% of the Board. A written vote of the Board may be conducted by the President via mail, e-mail or fax containing the Directors’ written consents or signatures.
Beyond conducting the business of ABS, the directors shall be responsible for promoting bonsai and bonsai learning to individuals and clubs in their local areas. They shall also be responsible for contributing material to the Journal and/or enlisting others to write for the Journal. They shall also be expected to volunteer for learning seminars, committees and programs where their talents can further the efforts of the ABS.
The Directors shall approve an Executive Committee of the Board, which shall be authorized to exercise all powers of the Board between Board Meetings. This Executive Committee shall include the President (who shall act as Chair), the President Elect (if there is one), the immediate Past President, the Vice President, the Treasurer, the Secretary, and the Budget/Finance Chair, and other committee chairs chosen by the President and approved by the Board of Directors. The Journal editor shall be a non-voting member of this committee.
ABS HONORARY DIRECTORS
The Board of Directors may establish a class of directors titled Honorary Board of Directors which shall consist of not more than six (6) members.
Honorary Directors shall serve for a three (3) year staggered terms, so that the terms of 1/3 of the Directors shall expire each year. Directors’ terms shall start with the regular Board Meeting of the year they are selected.
No person shall be eligible for election to more than two (2) consecutive three (3) year terms. Term of an individual Honorary Board member will commence when elected and end June 30, three years after elected, or re-elected.
The Honorary Directors are entitled and encouraged to attend the regular Board of Directors meetings. Although they are able (and encouraged) to participate in ABS business discussions, they are non-voting members of the ABS Board of Directors.
Except as otherwise provided in these by-laws the Honorary Board of Directors’ duties include promoting bonsai and bonsai learning to individuals and clubs in their travels. They are encouraged to contribute materials to the Journal and/or enlist others to write for the Journal. They are encouraged to volunteer for learning seminars, committees and programs where their talents can further the efforts of the ABS.
Honorary Board of Directors who fails to perform his duties may be discharged by a two-thirds vote of the Board of Directors after a recommendation is made to the Board by the President. A successor may be selected by a two-thirds vote of the responding Board. The successor’s term of office would consist of two (2) consecutive three (3) year terms, would start when selected and end on June 30 three years after elected, or re-elected.
At least six (6) months before each general Meeting the President shall appoint a Nominating Committee of three (3) or more members, one of whom must be a director. The committee shall develop and propose a slate of nominees to fill vacancies on the Board of Directors. Nominations may also be made by members of the Society. Such nominations from the members at large must include a signed statement by the nominee that he or she is willing to fulfill all of the Director’s duties if elected. The Nominating Committee’s slate and all other nominations must be delivered to the Secretary not less than 90 days before the Annual Meeting.
In advance of each general Meeting the President must appoint a Judge of Election or ask the Secretary to serve in that capacity. The Judge of Election shall prepare voting instructions and publish them on the ABS website and in the ABS Journal issue closest to the next scheduled general meeting. These instructions shall inform all ABS members as to how to register their vote for or against all duly nominated candidates. Ballots shall be cast by delivery to the Judge of Election (by mail, electronically, or otherwise) at least 14 days before the general meeting. The Judge of Election shall validate and count all ballots and report at the general meeting which nominees have been elected. The Judge of Election shall establish procedures to facilitate the balloting and to preserve the confidentiality of individual member’s votes.
The President shall appoint such committees as he or she deems necessary, or as the Board or Executive Committee directs.
These by-laws may be amended by a two-thirds vote of the Board of Directors, after at least 60 days’ notice to the general membership of the nature of the proposed amendment. Any member proposing an amendment may provide the Secretary with a statement of the nature thereof 45 days before the Annual Meeting, and the Secretary shall include such statement in the notice of the meeting.
When not in conflict with these by-laws, all questions of parliamentary procedure shall be determined in accordance with Roberts Rules of Order, newly revised.
The principal office for the transaction of ABS business shall be as determined from time to time by the Board of Directors.
September 1975 (original) Revision: October 1996 Revision: October 1997 Revision: May 2005 Revision: June 2008 Revision: June 2012