Constitution of the Denver Orchid Society

(revised June 5, 1980)

Article I. Name

Sec. 1: This organization shall be known as the Denver Orchid Society.

Sec. 2: This society shall operate as a non-profit organization.

Article II. Objectives

Sec. 1: The objectives of the Society are to:

1. Encourage greater appreciation of and interest in orchids, and to disseminate information of interest and help to the members.
2. Stimulate the study and culture of orchids.
3. Promote conservation of native orchids.
4. Maintain affiliation with the American Orchid Society and other similar societies and associations.

Article III. Membership

Sec. 1: There shall be three classes of membership: Active, Lifetime and Honorary. An active member shall be one actively engaged in growing orchids, and shall be required to pay annual dues. A Lifetime member shall be one who elects to pay ten times the current rate for dues levels listed in the By-Laws under Section II. Dues, Part A. An honorary member shall be one so elected by the Society in recognition of their special service to the Society, and shall not be required to pay dues.

Sec. 2: Applications for membership must be signed by the applicant and approved by the Board of Trustees. (See Standing Rule II)

Sec. 3: Annual dues for active members shall be established in the By-Laws.

Sec. 4: Any member who fails to pay his dues within thirty days of the January meeting shall be automatically dropped from the Society. Reinstatement can be made by payment of the full calendar year's dues.

Article IV. Government

Sec. 1: The business of the Society shall be managed by a Board of Trustees. No member of the Board of Trustees of this Society shall delegate any of its authority, rights, or power conferred by the Constitution orf By-Laws, unless such delegation is specifically prescribed or permitted.

Sec. 2: The Board of Trustees shall consist of the President, Vice-President, Treasurer, Secretary and eight (8) other members. The officers shall be elected by the new board from the twelve (12) board members, preference being given to senior members. The President, Vice-President, Treasurer, and Secretary shall be elected in this order, a simple majority being necessary to elect.

Sec. 3: Four (4) new board members shall be elected by the members of the Society at the Annual (December) Meeting. The new board members shall serve a term of three (3) years and shall take office at the board meeting following the Society's Annual Meeting. The new board shall elect its officers. Members shall not be re-elected to the board within one (1) year of the expiration of a previous term on the board. Two (2) consecutive absences or excessive absence from board meetings may require resignation from the board.

Sec. 4: The Board of Trustees shall meet quarterly; additional meetings may be called at the discretion of the President. The last board meeting of the year must be held between the December Annual Meeting of the Society and the Society's January meeting, and shall be for the purpose of installing new members of the board, election of new officers, and such other business as may properly come before the board.

Sec. 5: A quorum of the board must be present to transact Society business. A quorum of the board shall consist of seven (7) members, two (2) of whom must be officers. A simple majority shall prevail in all cases except amendment of the By-Laws.

Article V. Meetings

Sec. 1: The frequency and time of regular meeting of the Society shall be established in the By-Laws.

Sec. 2: Special meetings of the Society may be called by the presiding office, by the Board of Trustees, or by petition of at least twenty (20) percent of the members of the Society.

Sec. 3: "Robert's Rules of Order" shall be the parliamentary authority for all matters of procedure not specifically covered by the Constitution of By-Laws.

Article VI. Elections and Voting

Sec. 1: Election of new members of the Board of Trustees shall take place at the Society's Annual (December) Meeting.

Sec. 2: A slate of nominees for vacancies on the Board of Trustees shall be presented to the Society by the board. Additional nominations may be made from the floor.

Sec. 3: Each active member shall be entitled to one vote on all matters brought before the society. Any such members may vote by written proxy. Honorary members shall not be entitled to vote.

Sec. 4: The Board of Trustees may authorize a mail ballot on any question. Consecutively numbered ballots shall be distributed not less then five (5) or more than ten (10) weeks before the closing date for voting. Ballots shall be sighted by the voting member and shall be received and tabulated by a committee appointed by the Board of Trustees. The results shall be announced at the Society meeting following the closing date for voting.

Article VII. Official Duties

Sec. 1: The duties of the officers of the Society shall be those usually incumbent upon such officers and shall be further specified by the Board of Trustees.

Article VIII. Funds

Sec. 1: The funds of the Society shall be expended only by duly authorized officers. No obligations shall be made in excess of funds actually on hand, and no member or group of members may incur any indebtedness in the name of the Society except by approval of the Board of Trustees.

Sec. 2: Whenever the treasury balance becomes insufficient for the Society's needs, the Board of Trustees shall recommend a specific, equal assessment for every member, to be voted upon at the next Society meeting.

Sec. 3: The Board of Trustees shall decide each year on the necessary funds to carry over to the following year for the solvency and future plans of the Society.

Sec. 4: The Board of Trustees shall appoint a special auditing committee that will meet with the Treasurer and audit all records prior to the Annual Meeting. All records of the Society shall be open to inspection by any member.

Article IX. Amendments

Sec. 1: This Constitution may be amended, altered or repealed by the membership of the society at any meeting by an affirmative vote of two-thirds (2/3) of the Society membership, provided:

Sec. 2: Changes have been discussed at a regular meeting of the Society during the current year, and

Sec. 3: Written notice of such pending action is sent to every active member of the Society prior to the meeting at which such action may be taken.

Sec. 4: The By-Laws may be amended, altered, or repealed by the Board of Trustees at any meeting by an affirmative vote of two-thirds (2/3) of the full board membership.

Article X. Data

Initial organization of the Society on 5 December 1951.
Original Constitution amended 7 March 1960.
Revision of Constitution and separate composition of By-Laws ratified by the membership 4 March 1971.
Constitution amended 5 June 1980.
Standing Rules adopted December 1991

By-Laws of the Denver Orchid Society

(revised September, 2000)

I. Meetings

1. Regular meetings shall be held the second Tuesday of each moth except July and August, or when supplanted by a special meeting. A "summer event" may be scheduled during the July/August break.
2. The Annual Meeting shall always be the December meeting.
3. Special meetings shall be held at such times and places as designated in the Secretary's notice of meetings and my be informal in nature.
4. The agenda of a regular meeting may be as follows:
   1. Call to order
   2. Introduction of guests and new members
   3. President's Report
   4. Committee Reports
   5. Show and Tell
   6. Program
   7. Plant Opportunity
   8. Adjournment and refreshments

5. Every member is entitled and encouraged to bring guests to regular meeting, but not the Annual Meeting, excepting spouse or escort. Guests shall not participate in voting or discussion of the Society's business, or attend more than two meetings in any one-year unless they have applied for membership in the Society. Guests may participate in the plant opportunity drawing.

II. Dues

1. Dues for active members shall be twenty dollars ($20) per year. Joint active membership for two members of the same household shall be thirty dollars ($30) per year.
2. Dues shall not be prorated for part of the year for new members. The dues of members accepted after September shall cover the balance of the current year and all the next fiscal year.
3. Spouses of Honorary members shall pay annually the difference between individual and dual membership rates as listed in Section II, Part A.

III. Committees

1. The President shall ensure the efficient operation of the Society by recruiting and appointing members to chair or oversee various programs, activities and needs of the Society and/or to represent the Society to our affiliated organizations. Notwithstanding this provision, the Board of Trustees shall be able to create such committees, for such duties, as the Board deems just and appropriate. This power shall be invoked at such times and under such circumstances as the Board sees fit to promote the objectives of the Society.
2. The vice-President may organize a Program Committee to assist in the long-range planning of the programs for the Society's regular meetings, which they shall chair.
3. The Show Planning Committee is responsible for the Society's most public, high profile events and must include members who are capable of and/or interested in organizing and following through on the myriad details involved in producing successful orchid shows. The show chair should be appointed well in advance. When possible, the previous chair(s) should server on the committee. Committee members may volunteer or be recruited by the President or show chair. The show chair shall act as liaison with representatives at the show site, judging center, regional societies and vendors, and will file appropriate applications in a timely manner with affiliated organization for sanctioning and trophies. Show committee members may be assigned by the chair to oversee such details as plant sales, staging chair, hospitality, judging chair, pre-show party, trophies and ribbons, the DOS display, plant registration, promotion and public relations, clean-up, etc.
4. The Finance Committee shall have the Treasurer as the chair and a Financial Advisor, appointed by the President, as vice-chair. This committee shall be responsible for timely filing of all tax returns and other financial documents. The Society's annual budget shall be determined by the Board of Trustees at a January meeting each year, based on preliminary work the finance Committee. Each year the Treasurer's financial records should be reviewed by the Financial Advisor prior to the completion of the financial statement presented at the Annual Meeting.

IV. Government

1. The Board of Trustees shall serve as the Nominating Committee. Any board member may submit to the board the names of eligible Society members who have agreed to serve on the board. Four names shall be placed in nomination at the Annual Meeting.
2. Vacancies on the board shall be filled at the board meeting next following the occurrence of the vacancy.
3. If an officer is unable to serve or complete their term, the Board of Trustees shall fill the vacancy from among the non-officer members of the board.
4. Board approved changes to the By-Laws shall be published and distributed to each member of the Society.

V. President

The President shall:

1. Preside at all functions and act as administrative head of the society.
2. Sign checks for the society in the absence of the Treasurer or in an emergency.
3. Perform such other duties, as the Board of Trustees shall direct.

VI. Vice-President

The Vice-President shall:

1. Perform any and all functions reserved to the President in their absence.
2. Assist the President in administration of Society and board affairs.
3. Serve as Chairman of the Program Committee. Be responsible for obtaining monthly opportunity plants.
4. Perform such other duties, as the Board of Trustees shall direct.

VII. Treasurer

The Treasurer shall:

1. Collect and be responsible for the safekeeping of all funds of the Society.
2. Keep an accurate and up-to-date record of all monies due, collected and distributed.
3. Pay all bills contracted and disbursed.
4. Serve as Chairman of the Finance Committee.
5. Furnish a written financial report to the Board of Trustees at each meeting.
6. Furnish the newsletter editor periodic brief financial summaries fo inclusion in Orchid News from the Rockies, preferably after the orchid shows.
7. Perform such other duties, as the Board of Trustees shall direct.

VIII. Secretary

The Secretary shall:

1. Keep accurate and complete minutes of all Board of Trustees' meetings and record same at the annual Meeting and at regular society meetings when voting or Society business of historical record occurs.
2. Conduct official correspondence of the Society and Board of Trustees.
3. Provide Orchid News from the Rockies editor with brief summaries of appropriate information from DOS board meetings.
4. Promptly send to AOS, ODC and DBG the roster of our new officers.
5. Poll the board members to affirm the acceptance of new DOS members prior to the regular meeting following the publication of their applications in Orchid News from the Rockies.
6. Perform such other duties, as the Board of Trustees shall direct.

IX. General

1. Application for membership in the Society shall be transmitted to the membership chair. Names of applicants must be published in Orchid News from the Rockies immediately following their receipt for member comments before board action may be taken.
2. The Board of Trustees shall publish an annual Directory of Members. This directory shall also contain the Constitution, By-Laws and a list of the officers, board members and committees.
3. The fiscal period of the society shall be 1 December to 30 November.
4. The signature of the Treasurer, President or Vice-President shall be authorized to sign check of the Society.
5. The Board of Trustees shall see that the records of the Secretary and Treasurer and membership records are maintained in an accurate, continuing fashion,
6. The Board of Trustees shall assure that an issue of Orchid News from the Rockies is published prior to each regular meeting of the Society.
7. Regular meetings of the Board of Trustees shall not be held following regular meetings of the Society.
8. Denver Orchid Society members and prospective members are expected to display good sportsmanship and conduct themselves in an honest, courteous and ethical manner.
9. It is the responsibility of the DOS Board of Trustees to follow, uphold and enforce these by-laws.

Standing Rules

(revised September, 2000)

I. Capital Reserve Account

In addition to the Society's operating accounts (checking and savings), the board may establish a Capital Reserve Account into which it may vote to put, from time to time, such surplus monies as it considers will not be needed in the foreseeable future. The money in the Capital Reserve Account shall be conservatively invested, and the income this account generates may be transferred annually into one of the Society's operating accounts. Neither the board nor any officer of the society shall have the power to spend or commit to be spent in the future any part of the principal in the Capital Reserve Account. These monies may be withdrawn or committed only by vote of the Society's membership under the following conditions:

1. Any proposal for the withdrawal shall be published in the two (2) issues of Orchid News from the Rockies immediately preceding the regular membership meeting at which the matter will be voted on. The proposal shall give specific information on the amount of money proposed to be withdrawn and the purpose(s) of the withdrawal. Absentee ballots shall be provided in the two issues of Orchid News from the Rockies so that members who are not sure they will be able to attend the meeting may cast a vote by mail.

2. After discussion of the proposal at such a meeting, the matter will be put to a vote and shall be decided by a two-thirds (2/3) vote of those Denver Orchid Society members both present and represented by absentee ballot.

II.

"Approved by the Board of Trustees" in the Constitution Article III, Section 2 shall mean a two-thirds (2/3) vote.