BYLAWS FOR THE REGULATION, EXCEPT AS OTHERWISE PROVIDED BY
STATUTE OR ITS ARTICLES OF INCORPORATION
OF
THE SOCIETY FOR JAPANESE IRISES, INC. REVISED January 2005
ARTICLE I - NAME
Section 1. This corporation shall be known as the Society for
Japanese Irises, Inc.
Section 2. The term Japanese irises shall encompass all forms of
Iris ensata (formerly known as Iris
kaempferi), a species of the genus and
subgenus Iris, section Spathula, subsection
Apogon, series
Laevigatae.
ARTICLE II - OFFICES
The principal office for the
transaction of business of this corporation shall be determined, and may be
changed from time to time by the Board of Directors (the "Board").
ARTICLE III - OBJECTIVES AND PURPOSES
Section 1. Subject to and in accordance with the purposes set
forth in the Articles of Incorporation, the Society for Japanese Irises, Inc.
("SJI") shall be organized and operated exclusively for purposes
described in Section 501(c)(3) of the Internal Revenue Code.
Section 2. The SJI shall develop the science of horticulture and
any activities related to the study, propagation, and culture of the Japanese
irises and hybrids involving these irises; to stimulate and foster interest in
horticultural pursuits, conservation, and protection of these plants; to cooperate
with other organizations, public and private, in the scientific and
horticultural education of all those interested in learning any phase of
Japanese irises; by any and all means which may be determined from time to time
by the Board. These shall include, but are not limited to:
a. Encouragement and support of scientific research, including
that pertaining to the management of pests and diseases related to, but not
necessarily exclusive to, the Japanese irises;
b. Investigation and conservation of Japanese irises in the
wild;
c. Collection, compilation, and publication of data concerning
the history, classification,
breeding, and culture of Japanese
irises;
d. Education of the public regarding Japanese irises through
exhibitions, public display
gardens, published standards for
judging, and local, area, regional, and national
meetings open to the public; and
e. Furtherance of the endeavors of the American Iris Society
("AIS").
ARTICLE IV -
AFFILIATION WITH THE AMERICAN IRIS SOCIETY
Section 1. The Society for
Japanese Irises shall be a Section of the American Iris Society.
Section 2. No part of these Bylaws shall be interpreted in any
manner that will contradict or supersede the published bylaws, rules, and
regulations of the American Iris Society.
Section 3. The Society for Japanese Irises shall represent in
dealings with third parties that the American Iris Society is not responsible
for obligations of the Society for Japanese Irises. The Society for Japanese
Irises shall indemnify and hold harmless the American Iris Society for
obligations of the Society for Japanese Irises.
Section 4 The
AIS shall have no power to exercise control over this Society except pursuant
to any Section Charter Agreement entered into as a condition of the Charter or
as provided in the Articles of Incorporation or bylaws of this Society.
ARTICLE V - NONPARTISAN ACTIVITIES
The Society for Japanese Irises has been formed
exclusively for the purposes described above, and it shall be, nonprofit and
nonpartisan. No substantial part of the activities of SJI shall consist of the
publication or dissemination of materials with the purpose of attempting to
influence legislation, and SJI shall not participate or intervene in any
political campaign on behalf of any candidate for public office or for or
against any cause or measure being submitted to the people for a vote. SJI
shall not, except in an insubstantial degree, engage in any activities or
exercise any powers that are not in furtherance of the purposes described above.
ARTICLE
VI - DEDICATION OF ASSETS
Section 1. The assets of this nonprofit corporation are
irrevocably dedicated to scientific and educational purposes. No part of the
net earnings or assets of the Society of Japanese Irises, on dissolution or
otherwise, shall inure to the benefit of any private person or individual, or
shall be distributed to its members, directors, officers, or other private
persons, except that the organization is authorized to pay reasonable
compensation for goods and/or services rendered in furtherance of the
objectives of the SJI.
Section 2. On liquidation or dissolution, all assets and
obligations shall be distributed and paid over to the AIS or other organization
dedicated to similar purposes, as determined by the Board, provided that the
organization continues to be dedicated to the exempt purposes as specified in
Internal Revenue Code section 501(c)(3).
ARTICLE VII- MEMBERSHIP AND DUES
Section 1. Membership
in AIS. All voting members of the Society for Japanese Irises residing
in the
Section 2. Classes
of Members. There shall be the following classes of members: Single, Dual, Youth, Life, and Honorary Life.
a. Definitions of Classes.
The definitions of Single, Dual, Youth and Life memberships shall be the same
as definitions adopted for the same classes of membership in the American Iris
Society.
b. Dues Basis. Single, Dual and Youth membership dues may be
paid on either an annual or triennial basis.
c. Life Membership Basis. Life membership
may be on a Single or Dual basis.
d. Honorary Life. Honorary Life membership, for which no dues
shall be required, may be granted by the Board to individuals who have rendered
distinguished service in furtherance of the purposes of the Society for
Japanese Irises.
Section 3. Charter Members. All persons
who became members of the Society for Japanese Irises during the calendar year
1963 shall be designated as Charter Members.
Section 4. Dues Expiration. Dues for
all classes of members shall be determined by the Board Members whose dues remain unpaid ninety(90)
days after written notice has been given shall be deemed non-active, and their
names shall be removed from the membership roll.
Section 5. Membership
Application. Every application for membership,
accompanied by the proper dues shall be considered a member and be placed on the membership roll. Section 6. Termination of Membership. Any member may be dropped from
the roll by the Board if such action is deemed in the best interest of the
Society for Japanese Irises.
ARTICLE VIII – OFFICERS AND
DIRECTORS AT LARGE
Section 1. Enumeration and Qualifications.
The officers of the Society for Japanese Irises shall be a President, a Vice
President, a Secretary, a Treasurer, and three Directors at Large, all of whom
shall be voting members of the Society for Japanese Irises. The editor of The Review and the immediate past President
shall be members of the Board ex-officio and will have voting privileges. All
members of the Board must be members of SJI in good standing.
Section 2. Election and Term, The Directors at Large shall consist of three members, one of whom shall be elected
each year to serve for three years. The Directors at Large are elected to bring
institutional memory to the board and every effort should be made to represent
as many sections of the country as possible, with a view to obtaining adequate
regional representation and of extending interest in the Society for Japanese
Irises. The other officers shall be elected
triennially to serve for three years. The terms of all
elected officers shall run from January 1st of the year following
the election except that officers elected to fill vacancies shall begin to
serve upon completion of the election. Terms shall continue until successors
take office.
Section 3. President.
The President shall preside at all meetings of the Society for Japanese Irises,
of the Board of Directors. He shall be a member ex-officio of all committees except the
Nominating Committee. He shall exercise the usual functions of a President. He
shall serve as a member of the AIS Section Advisory Board of the American Iris
Society during the national spring meeting of the AIS.
Section 4. Vice President. The
Vice-President shall, in the absence of the President, exercise the functions
of the office of President. The Vice President shall automatically become
President upon expiration of the latter’s term, barring unforeseen
circumstances. The Vice
President shall arrange the program for the SJI meetings at the AIS National
Conventions, and schedule the hosts for future SJI conventions.
Section 5. Secretary.
The Secretary shall keep the minutes and records of the Society for Japanese
Irises, of the Board of Directors; and shall serve all notices to members. He shall
conduct all correspondence of the Society for Japanese Irises, provided that
duties attending correspondence may be delegated to a Corresponding Secretary
duly appointed by the Board of Directors.
Section 6. Treasurer.
The Treasurer shall receive, record, deposit and account for all moneys of the
Society for Japanese Irises. He shall pay all bills approved by the President
or the Board. He shall report on finances at the Annual Meeting and at such
other times as the President or the Board may require. The
Treasurer may also be the Membership Committee Chair.
Section 7. Other Duties. Each officer shall perform such other duties
as may be assigned by the Board or by these Bylaws.
ARTICLE IX- BOARD OF DIRECTORS Section
1. Enumeration and
Powers. The Society for Japanese Irises shall be managed by a Board of
Directors consisting of the nine officers
set forth in Article VII, Section 1, of the Bylaws. The Board shall have the control
and management of the affairs, policies and business of the Society for
Japanese Irises between meetings of the Society for Japanese Irises.
Section 2. Meetings. Regular or special
meetings of the Board shall be called by the President whenever deemed
necessary or whenever called upon to do so by a majority of the Directors or by
a majority of the Directors at Large. The Board shall make such rules and
regulations covering its meetings as it may deem necessary, including conducting meetings by mail and/or e-mail.
Section 3. Quorum. A
simple majority of the Board members (5).
present in person or by proxy), shall
constitute a quorum of the Board for all purposes. Section 4. Interim Board Actions.
In the intervals between meetings of the Board of Directors , the President may refer and
submit by mail or telephone or e-mail to all
the members of the Board questions relating to affairs of the Society
for Japanese Irises which, in the opinion of the President, require action on
the part of such Board . The result of such
referendum, which shall require a majority vote of such Board
, shall constitute valid action by
such Board .
ARTICLE X- COMMITTEES
Section 1. Enumeration. There shall be
the following standing committees: Awards, Membership, Publicity, Editor,
Nominating,
Section 2. Appointment and Approval. Except
for the Nominating Committee, all standing and special committees shall be
appointed by the President subject to the approval of the Board.
Section 3. Nominating Committee. The
Nominating Committee shall consist of three voting members, one of whom shall
be elected each year to serve for three years from the 1st of
January following his election and until a successor has been elected to
replace him. No member of the Board of Directors shall be qualified to serve on
the Nominating Committee. An effort shall be made to have the Nominating
Committee represent as many sections of the country as possible, with a view to
obtaining adequate regional representation and of extending interest in the
Society for Japanese Irises. The Chairman of the Nominating Committee shall be determined by the members of the Committee and usually the
member of that committee having served the longest time.
ARTICLE XI - DUTIES OF COMMITTEES
Section 1. Awards. The Society for Japanese Irises shall participate in
the Awards System of the American Iris Society.
The Awards Committee shall have charge of such
participation subject to direction and control of the Board. The Committee
shall study the existing Registration and Awards system and submit
recommendations from time to time for such changes in, or extensions of, this
system as they believe will stimulate the production and breeding of more and
better Japanese irises, including any special awards they deem advisable
applicable to iris plants within official Test Gardens of the Society for
Japanese Irises which will not conflict with the general awards outside such
gardens.
Section 2.
Section 3. Membership Committee. The
Membership Committee, may be the Treasurer, and
shall canvas for and record all memberships. It shall propose ways and means of
increasing membership both in this Society and in the American Iris Society. It
shall perform any other duties with respect to membership assigned to it by
these Bylaws or by the Board of Directors.
Section 4. Publicity Committee. The
Publicity Committee shall devise ways and means of educating the general public
regarding Japanese irises by recommendations regarding uses, displays,
contests, articles in publications, and by any other available means.
Section 5. Nominating Committee. The
Nominating Committee shall make nominations as directed in these Bylaws.
Section 6. Slides Committee and Librarian. The Slides Committee
shall maintain a library of slide programs on Japanese irises which shall be
made available for use in educating members and others on Japanese irises. The
Committee shall establish rules for the Slides Program, subject to Board
approval. As librarian, the Slides Committee Chairman shall maintain all
literature and photographic materials belonging to the Society for Japanese
Irises, and shall maintain an up to date inventory of same. The Librarian shall
establish and operate the Society library, making materials therein available
to members for such fees as necessary to cover postage. The Librarian shall
ensure that the President is at all times informed of all materials in the Society
library and their location, and for having a written set of instructions,
always current, for transferring Society materials in the event the Librarian
cannot fulfill his duties as a result of sickness or death.
Section 7. The Editor shall edit and arrange for the publication
of The Review of the Society for Japanese Irises, and for the distribution of
same.
Section 8. Robin Committee. The Robin Committee shall encourage
the extensive circulation of robin letters and shall extract from them such information
as may be worthy of publication in the Society's publications, but not suited
to the AIS Bulletins, with the consent of the writer.
ARTICLE XII - MEETINGS OF THE MEMBERSHIP
Section 1. Annual and
Special Meetings, Call, Notice, and Quorum. The Board of Directors may
call an Annual meeting of the membership to be held at such time of each year
and in such place as the Board may decide. The Board shall call such meeting
upon the request in writing of one fifth of the voting membership. Special
Meetings of the Society for Japanese Irises may be called by the President or
the Board of Directors when it is deemed to the advantage of the Society to do
so. Notice of such meetings, whether annual or special, shall be mailed to the
last known residence or business address of each voting member at least thirty
days prior to the date of the meeting.
Section 2. Member Business Actions. Any
business requiring action by the members may be conducted by mail at the
discretion of the Board. The procedure for the conduct of such business shall
be determined by the Board except as to matters with regard to which the
procedure is determined by these Bylaws.
ARTICLE XIII - NOMINATIONS, ELECTIONS AND VACANCIES
Section 1. Nominations by
Committee. A report of nominations which the Nominating Committee shall
have made for all offices and Committee posts to be filled by election shall be
published in the Fall issue of The Review of the
Society for Japanese Irises. If no additional nominations are made under the
procedure hereinafter set forth, the ballot may be omitted and the persons
first nominated considered elected.
Section 2. Nominations by Petition and
Balloting. After such report of the Nominating Committee has been
mailed, nominations may be made by eight voting members. Such nominations shall
be in writing, signed by the nominating members, and filed with the chairman of
the Nominating committee not later than December 1st together with a
letter of consent to such nomination signed by the person nominated. If
additional nominations are made, the Nominating Committee shall prepare a
ballot including all nominations and designating which were made by the
Nominating Committee. The ballot shall be mailed to all voting members not
later than December 15th with instructions for voting by mail.
Ballots shall be returned to the Chairman of the Nominating Committee not later
than December 31st.
Section 3. Tabulation and Results. The
Nominating Committee shall tabulate the returns and inform the Secretary of the
results of the election. By appropriate means the Secretary shall promptly
inform the membership of the results.
Section 4. Vacancies.
In case of a vacancy in any elective office or elective committee post, the
Board shall have power to fill such vacancy for the unexpired term. Elections
by mail shall be deemed to occur on December 31st for the purposes
of this Section.
ARTICLE XIV - FINANCE
Section 1. Control
of Funds. The Board shall decide the official depository for the funds
of the Society for Japanese Irises, and the officers who may sign checks.
Section 2. Sources of Revenue. Revenue
from sources other than dues may be raised as recommended by the Board and used
for meeting the expenses of the Society for Japanese Irises.
Section 3. Power to Incur Debts. Debts
shall not be incurred by any officer in the name of the Society for Japanese
Irises unless authorized by the Board.
Section
4. No Personal Liability. There
shall be no personal liability of members for obligations of the Society for
Japanese Irises.
ARTICLE XV - AMENDMENTS OF BYLAWS
Section1. Proposed Amendments. The Board of Directors may make
proposals for amendments. Twenty-five percent of the voting membership may
present to the Society proposed amendments in writing with a request that they
be presented for a vote of the membership. In either event the Board shall call
and order notice of an Annual Meeting, or of a Special Meeting, or may call a
mail poll, of the membership at which the proposals may be presented.
Section 2. Amendment by Meeting with Notice. The Board shall
call and order notice of an Annual Meeting, or of a Special Meeting of the
membership at which the proposals may be presented. Notice of Meeting and the
proposed amendments shall be mailed at least 90
days before the Meeting. Voting members of the SJI who are unable to attend the
meeting may vote by proxy by assigning their vote to a member who is in
attendance at the Meeting. A two-thirds majority of all votes cast at the
meeting shall be required for passage of proposed amendments.
Section
3. Amendment
by Mail Poll with Notice. These Bylaws may also be amended by means of a
mail poll of voting members provided such amendment shall have been mailed in
writing at least 30 days before the date set for receipt of returned ballots.
In any mail poll a two-thirds vote of all returned ballots in favor of such
amendment will have the same effect as though the question had been voted upon
at a Meeting.
Approved by membership of the
Society for Japanese Irises, a Section of the American Iris Society, by ballot
BYLAWS COMMITTEE