CONSTITUTION & BY-LAWS
THE NORTH CAROLINA
STATE FLORISTS ASSOCIATION
INCORPORATED
ARTICLE I - TITLE
The name of this Association shall be the North Carolina State Florists Associations, Incorporated.
ARTICLE II - PURPOSE AND INTENT
The North Carolina State Florists Association, Incorporated, shall be a non-profit organization; and the object and purpose of this Association shall be to promote the love of floriculture in this State and to promote and to encourage the development of their industries, to classify their products, to hold meetings and exhibitions, to cooperate with the National and State Governments on all antitrust laws, and with horticultural bodies in disseminating horticultural knowledge, to encourage and foster business ethics and friendly understanding in and among the various branches of the industry, always remembering the interest of the ultimate users of its products and in general to assume responsibility as the Trade Organization of the Florist Industry within the confines of the State of North Carolina.
ARTICLE III - OFFICE AND LOCATION
The business office of the North Carolina State Florists Association, Incorporated, shall be located at the residence of the Secretary or wherever the Board of Directors may establish its office.
ARTICLE IV – MEMBERSHIP
Section 1. Membership in the Association shall be for any and all persons professionally engaged in the florist industry in the state of North Carolina, to include: retail florist; employees of member and non-member retail florists or member and non-member wholesale florists and retail businesses related to the florist industry, which may include, but is not limited to, event planners, wedding coordinators, etc. Each membership will be allowed one (1) vote.
Any North Carolina Floral Wholesaler that qualifies as a full time professional business is eligible for membership.
The vote of a majority of the members present shall decide any question brought before the membership at any annual meeting, provided a quorum of members shall first be certified. (Rev. 8/08)
Section 2. Associate Member. Associate members may not vote, hold elective or appointed office of the Association. Persons eligible for Associate membership may be:
(a) Retail florists located outside the State of North Carolina.
(b) Manufactured of florist supplies and accessories.
(c) Manufacturers or representatives of florist supplies and accessories.
(d) Commercial growers and distributors of flowers and plants.
(e) Wire services and sub organizations thereof.
(f) Retired or semi-retired from any of the above categories.
(g) Organized floral associations of the above categories in or out of the State of North Carolina.
(h) Supportive industries associated with the floral industry but not direct suppliers to the trade.
(i) Employees of business organization who are members of the Association.
(j) Individuals supportive of the floral industry either located within or outside North Carolina.
Section 3. Honorary Lifetime Membership. Such memberships may be granted by the Board of Directors but a Lifetime member shall not be eligible to vote or hold elective or appointive office in the Association after retirement, and shall not be subject to annual dues or convention registration fees. Such honorary lifetime membership shall be in the name of the individual and shall not provide lifetime honorary membership to the spouse of any lifetime honorary member unless such spouse shall, likewise, be accorded his or her separate honorary lifetime membership by the Board of Directors.
Section 4. Membership Application. All applications for voting membership in this Association shall be accomplished by recommendation of one member who testifies by signature that the applicant meets the requirements of eligibility as defined in Section 1 hereof or, in the case of associate members, Section 2 hereof.
Section 5. Membership Dues. The annual membership dues for members and associate members shall be set by the Board of Directors. It shall be the duty of the treasurer to bill for annual dues for the next year in October of the present year. Members not having paid by January 1, shall again be duly billed. Members failing to pay dues within 90 days after January 1 shall be considered inactive. An inactive member will be kept on the inactive roll until the next annual convention, before being dropped, or payment of dues upon registration. Any time during this period, they may be reinstated without having to re-apply for membership.
ARTICLE V - MEETINGS OF THE ASSOCIATION
Section 1. Annual Meeting. The annual meeting of the Association shall be held at such place as the Association shall decide in convention assembled, except the members of the Board of Directors shall have the power of changing the date or place of the annual meeting when conditions beyond their control render it advisable. The President and Convention Chairman shall name the site and time of the annual meeting.
Section 2. All meetings of the Association shall be held in the State of North Carolina unless otherwise designated by the Board of Directors.
Section 3. A special meeting of all of the membership may be called by a majority of the Board of Directors by giving thirty days notice to all members of the time and place of said meeting. Notice of meeting by mail shall be sufficient, allowing three days for delivery of such mail after deposit in the post office.
Section 4. A written vote can be used at the discretion of the Board of Directors and Officers.
Section 5. Any one in attendance at the annual meeting must be registered. (Rev. 8/00)
ARTICLE VI- MEETINGS OF DIRECTORS
Section 1. The Board of Directors shall meet a minimum of four times a year at a time and place to be designated by the President.
Section 2. Special Meetings. Special meetings of the Board of Directors may he called by or at the request of the President or any three officers or directors. Such a meeting may be he'd either within or without the state of North Carolina, as fixed by the person or persons calling the meeting.
Section 3. Notice of Meetings. Regular meetings of the Board of Directors may be held without notice. The person or persons calling a special meeting of the Board of Directors shall, at least three days before the meeting, give notice thereof by any usual means of communication.
Section 4. Quorum. The number of directors fixed by these By-Laws stated in Article VII, Section 2, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 5. Manner of Action. Except as otherwise provided in these ByLaws, the act of the majority of the directors present at a meeting at which quorum is present shall be the act of the Board of Directors.
Section 6. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his contrary vote is recorded or his dissent is otherwise entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
ARTICLE VII - QUORUM
Section 1. Quorum for Association. Present in person of thirty voting members of the Association shall constitute a quorum meeting of the membership.
Section 2. Quorum for Board of Directors. Presence in person of nine voting members of the Board of Director shall constitute a quorum for any meeting of the Board of Directors.
ARTICLE VIII- BOARD OF DIRECTORS
Section 1. The affairs of the Association shall be managed by a Board of Directors to consist of 17 voting members - they shall be Chairman of the Board, President, First Vice-President, Second Vice-President, Secretary, Treasurer, and 11 Directors-at-Large, 9 retail florist members and two wholesale florist members.
(a) Chairman of the Board shall be immediate Past President and hold voting power.
(b) The President-elect shall be introduced to the membership at its annual meeting to serve a one-year term with no voting power except in case of a tie and must have serve three years on the Board of Directors, the year immediately prior as First Vice-President. This office may be held one time only by an individual.
(c) The First Vice-President is the President-Elect and shall be elected by the membership at its annual meeting, and shall have served three (3) years on the Board of Directors as voting member.
(d) The Second Vice-President shall be elected by the membership at its annual meeting, and shall have served two (2) years on the Board of Directors as a voting member.
(e) The secretary shall be elected by the Board of Directors at the first Board of Directors meeting after the annual convention, for a term of two years.
(f) The Treasurer shall be elected by the Board of Directors at the first meeting after the annual convention for a term a two years.
(g) The 11 Directors-at-Large shall be elected by the member ship to serve on a three year rotating basis.
(h) The President may appoint a Parliamentarian for a one year term with the approval by the Board of Directors and shall not hold voting power.
(i) Additional Chairman (i.e., Chairman of Publicity, Chairman of Membership, Chairman of Yearbook, etc.) may be appointed by the President with the approval by the Board of Director to serve a one year term and shall not hold voting power.
Section 2. Term of Office
(a) For Officers: The term of office of the officer (i.e., Chairman of the Board, President, First Vice-President, Second Vice-President) shall be one year except for the Secretary and Treasurer. The office of President may be held only once by an individual. The office of Second Vice-President may he held more than once by an individual provided that one year or more elapses between terms of office. The terms of office of the Secretary and Treasurer are limited to two successive terms or a total of four years.
(b) For Directors: The term of office for directors shall be three years. An individual may be re-elected as a Director provided that two years have elapsed since the end of their last term as an elected Director.
(c) Removal: Any Office or Director elected or appointed may be removed by the Board of Directors whenever, in its judgement, the best interest of the Association would thereby be served. Removal may be accomplished by a vote of 75 percent of the Board of Directors present and concurring.
(d) Newly elected officers shall immediately take over their office upon the public announcement of their election.
Section 3. Vacancies.
(a) Office of President: In the event of a vacancy in the office of the President, the first Vice-President shall serve as President for the remainder of the term. In the event that the office of the President is again vacated during the same term, the Chairman of the Board shall serve as President for the remainder of the term.
(b) Office of Chairman of the Board: In the event of a vacancy in the office of Chairman of the Board, a former Chairman of the Board shall be called upon to serve for the remainder of the term by decision of the Board.
(c) Other Vacancies: Any other vacancy in the Board of Directors shall be filled through appointment by the President with approval of the Board of Directors until the next annual meeting of the Association, at which meeting the membership shall select a Director to fill the unexpired term created by the vacancy. Any member of the Board of Directors who shall he absent from a quarterly meeting without just or reasonable cause, shall be removed from the Board and the office shall be declared vacant as voted on by 75 percent of the Board of Directors.
Section 4. Duties of the Board of Directors. The Board of Directors shall have power to transact all business of the Association and shall have general control of all committees, to fill vacancies as provided for in Article VIII, Section 3 (b) and (c), and to act upon all recommendations requested by vote of the membership.
Section 5. The Board of Directors shall provide a suitable corporate seal containing the name of the Association and charter of the Association and shall determine in whose charge the seal and charter is placed. If so directed, a duplicate seal may be kept and used by any other office of the Association duly authorized by the Board of Directors.
Section 6. The Parliamentarian's duties are defined in Robert's Rules of Order.
ARTICLE IX - OFFICERS AND DUTIES
Section 1. President. There shall he a President of the Association who shall:
(a) Be the chief executive officer of the Association, preside over all meetings of the Board of Directors and over all meetings of the membership.
(b) Have general and active management of the business of the Association.
(c) Be an ex-officio member of all standing committees and all appointed committees, except the Nominating Committee.
(d) Have general powers and duties of supervision and management subject to the orders and resolutions of the members and the Board of Directors.
(e) Attend at his/her discretion, at least two state and/or national meetings pertaining to the retail florist industry on a budget, to be set by the Board of Directors.
(f) Appoint a Chairman of Publicity with approval by the Board of Directors and any other chairman as needed for a one year term with no voting power.
(g) Appoint a Nominating Committee of at least five members, within ninety (90) days of his/her election, whose duty it shall be to prepare and nominate a slate of candidates at the next annual meeting.
Section 2. First Vice-President (President Elect). There shall be a First Vice-President of the Association who shall perform the duties of the President in the President's absence.
Section 3. Second Vice-President. There shall be a Second Vice-President of the Association who shall perform the duties of the President in the event the President and First Vice-President are absent from a regular meeting.
Section 4. Secretary. There shall be a Secretary of the Association who shall, if directed by the Board of Directors:
(a) Attend all meetings of the members and of the Board of Directors and shall preserve through minutes, the proceedings of all meetings and record all votes.
(b) Keep all books, papers, and records of the Association.
(c) Receive and give all notices as required by the By-Laws, including being responsible for notifying all members of the time and place of the annual meeting or any special meeting.
(d) Provide a copy of all minutes to the Treasurer.
(e) Receive an annual remuneration from the Association to be set by the Board of Directors.
Section 5. Treasurer. There shall be a Treasurer of the Association who shall, if directed by the Board of Directors:
(a) Receive, collect and deposit all monies in the Association, keeping full and accurate itemized records of all receipts and disbursements of the Association.
(b) Maintain records for annual audit or to submit for audit at any time as required by the Board of Directors.
(c) Present an itemized report of all income and expenditures at the annual meeting and at quarterly meetings of the Board of Directors.
(d) Be bonded in the amount of at least $50,000.00, the amount necessary to be determined by the average balance of all funds of the Association handled during the previous fiscal year upon the advice of the Audit Committee in its annual report at the change of term.
(e) Receive an annual remuneration from the Association to be set by the Board of Directors.
ARTICLE X - COMMITTEES
Section 1. The President of the Association shall have the right from time to time, to create committees not herein required whenever such creation would promote the welfare of the Association.
Section 2. By-Laws Committee. The President shall appoint a committee of at least five members. It shall be the duty of the By-Laws Committee to keep the By-Laws of the Association timely, and to bring any suggestions for revision to the attention of the Board of Directors for action by the members, and to present any such suggestions to the membership.
Section 3. Audit Committee. The President shall appoint an Audit Committee of at least three members whose duty it shall be to audit the books and records of the Treasurer at least once a year and whose annual report shall be presented at the annual meeting of the membership. Said audit may be the same as the one called for in Article XII, Section 3.
Section 4. Nominating Committee. The President shall appoint a Nominating Committee of at least five members, with the Chairman of the Board serving as Chairman of the Nominating Committee. The Nominating Committee shall nominate at least one candidate for First Vice-president and at least one but no more than three candidates for Second Vice-President. The Nominating Committee shall nominate at least two candidates for each retail florist vacant seat on the Board of Directors and least two candidates for each wholesale florist vacant seat on the Board of Directors. All said nominations shall be made at least ninety days before the annual membership meeting and shall be reported to the board for approval at least 60 days before the annual meeting and shall be reported to each voting member via official notice at least thirty days before the annual meeting. All nominees must be voting members as defined in Article IV, Section 1. (Rev. 8/02)
(a) At the annual election of officers and members of the Board of Directors, any voting member of said Association shall have the right to place in nomination any person he so desires to fill office, provided qualifications under Article VIII prevail; and it shall he the duty of the President in the event that said nomination is seconded by any voting member, to call to the attention of the membership prior to the elections such persons as have been nominated and seconded.
(b) The membership shall have the right to elect any person nominated by the Nominating Committee or whose name is duty placed in nomination at the annual meeting. All nominees must be voting members as defined Article IV, Section 1.
Section 5. Election Committees. The President shall, in advance of any meeting of the members, appoint an Election Committee of not less than five members who shall act as voting inspectors. The committee shall act at any such meeting or adjournment thereof and in the absence of such appointment, the office or persons acting as Chairman of the meeting may and shall, if so requested by any member, make such appointment. Any vacancy, whether from refusal to act or otherwise, may be filled by appointment of the Chairman. The decision or certificate of a majority of the committee shall be effective as the act of all. The Election Committee shall determine the number of members entitled to vote, the number of members or representatives of members at the meeting, the existence of a quorum, the authenticity, validity and effect of any appointment of a person to vote on behalf of any partnership or Corporation or other business organization which shall be a member, receive votes, ballots, assents, or consents, hear and determine all challenges and questions in any way arising in connection with the vote, count and tabulate all votes, assents and consents, determine and announce the results and do such acts as may be proper to conduct the election or vote with fairness to all of the members.
On request, the Election Committee shall make a report in writing of any challenge, question or matter determined by them and make and execute a certificate of any fact found by them.
The certificate of the inspector shall be prima fade evidence of the facts stated therein and of the vote as certified by them, unless over-rules by a vote of the majority of the members represented at the meeting exclusive of the vote of any member as to whom there was a controversy concerning his right to vote.
Section 6. Proxies. If a member is unable to attend the convention at the time of election, an authorized full time (30 hour) employee of the member shop may cast the vote for that member by presenting a written authorization signed by the voting member or, if such voting member be a business organization, by its duty authorized officer. The Election Committee shall thereafter determine the correctness of said proxy and upon approval of the same, shall issue a ballot to the person therein named. There shall be no absentee voting. (Rev. 8/03)
Section 7. Election to Office. The candidate for each office, including that as Director, Shall be determined to be that person receiving the highest number of votes for the office or offices to which such person has been nominated. Run-off election shall he held only in the event of a tie.
Section 8. Run-Off Elections. In the event of a tie for the highest number of votes cast of the election to any office or offices, a run-off election shall he held immediately following the report of the Election Committee to the President and notification by the President to the members of such need for run-off election.
Section 9. Rules and Policy Committee. The President shall appoint a committee of at least five members to review, formulate, and keep current all general and specific policies affecting the daily operation of the Association (i.e., flower policy, etc.). This committee shall be named within 24 hours of the President's election and will immediately begin its function of advisement-presenting the Board of Directors any subject requiring policy statements. Three members of said committee must be presently serving on the Board of Directors.
ARTICLE XI- CONSTITUTION AND BY-LAWS
Section 1. The By-Laws of this Association may be amended or changed by a two-thirds (2/3) majority of the voting membership present at any special meeting called for that particular purpose after thirty days written notice has been given to the membership pursuant to Article V. Section 3. Said majority vote at such special meeting will be binding upon the membership. The By-Laws of the Association may be amended or changed at any annual meeting of the Association by a majority of the voting membership present. All such proposed changes brought before the annual membership meeting must be presented to the Secretary and the President in writing at the time of introduction.
ARTICLE XII - FISCAL MANAGEMENT
Section 1. Fiscal Year. The fiscal year of the Association shall be October 1 through September 30 of each year.
Section 2. Books of Account. The financial records of the Association shall be kept by the Treasurer and shall incorporate standard accounting procedures and itemization of income and expenditures.
Section 3. Auditing. During each fiscal year, the financial records of the Association shall be audited by a Certified Public Accountant selected by the Board of Directors. A report of the audit shall be given at each annual meeting of the membership.
Section 4. Inspection of Records. All financial records, reports and membership records of the Association shall be available at the principal office of the Association for inspection at reasonable times by any voting member of the Association.
Section 5. Execution of Documents. With the prior authorization of the Board of Directors, all notes, contracts, and other documents requiring authorization on behalf of the Association shall he executed by the President or President-Elect and the Treasurer. All checks shall be signed by the Treasurer and co-signed by one other officer.
Section 6. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority shall be confined to specific instances.
Section 7. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as the Board of Directors may select.
Section 8. Dissolution, Operation and Liquidation of the Corporation. No individual who is a member will be permitted to benefit from the corporation and that upon termination and liquidation, the assets be transferred to an eleemosynary institution; which is a charitable organization. (Rev. 8/00)
ARTICLE XIII
Any member having been accepted into its membership of the Association prior to the adoption of these By-Laws shall not be disallowed membership because of requirements in Article IV for so tong as said member is active and in good standing.
ARTICLE XIV - PARLIAMENTARY AUTHORITY
The Rules of Parliamentary practice comprised in Robert's Rules of Order Revised shall govern the proceedings of the Association and the Board of Directors subject to the special rules which have been or may be adopted in these By-Laws. All amendments to these By-Laws shall go into effect at close of the meeting at which they are adopted.
Revised 9/24/03
Revised 8-08