Botanical Art Society of the National Capital Region, Inc.
By-Laws As Amended December, 2016
Article I
Name
The name of the Corporation is the Botanical Art Society of the National Capital Region, Inc., and is incorporated as a nonprofit organization under Maryland law.
Article II
Purposes
The Botanical Art Society of the National Capital Region, Inc. ( “BASNCR”) is a Chapter of the American Society of Botanical Art (“ASBA”), pursuant to the “Chapter Affiliation Agreement for Incorporated Organization” between BASNCR and ASBA dated October 29, 2016. The Purposes of BASNCR are as follows:
(a) to sponsor educational activities to educate and share with the public the historical background of botanical art, the science of botany, scientific illustration of flora and fauna, including the region’s indigenous flora, and to encourage charitable and educational appreciation for preserving these plant species.
(b) to educate the public on the beauty and usefulness of historical and contemporary botanical art through exhibitions and other educational opportunities.
(c) to encourage members to pursue excellence in botanical art; to conduct meetings, programs and educational field trips to share ideas and information and to provide a forum for members to discuss issues of common interest and share techniques.
(d) to support the mission and purposes of ASBA , as a Chapter.
(e) to engage in any other activities which are not inconsistent with these purposes.
Article III
Offices
The principal office of BASNCR shall be located at 21 Quaint Acres Drive, Silver Spring, Maryland 20904.
Article IV
Membership
The Directors of BASNCR shall constitute the voting members of BASNCR. General, non-voting membership is open to all dues-paying persons who participate in botanical art or support the tradition of botanical art and its contemporary growth and renewal. General, non-voting membership is for the fiscal and calendar year January 1-December 31. Dues shall be determined by the Board of Directors and announced in its annual meeting in October. Dues shall be payable to BASNCR and ASBA each year after announced by the BASNCR Board at the annual meeting. Dues may be paid online or by mail according to specific information at www.asba-art.org. The membership renewal period is November 1 through January 31. Dues are non-refundable and are not prorated. General, non-voting members shall receive all BASNCR communications (print and e-mail) and member publications (principally, the Newsletter). Each member may have an image on the website home page and may opt to establish a “gallery page” on the BASNCR website at a nominal fee established by the Board of Directors. General members may participate in program meetings and may invite guests. BASNCR members are also required to be members of ASBA. As ASBA members, BASNCR members have access to a worldwide network, quarterly issues of The Botanical Artist, a membership Directory, ASBA Conference member rates, and access to the resources on the ASBA website.
General members may attend Board of Directors’ meetings by invitation of the Board. No member or Director may act on behalf of BASNCR without the prior written authorization of the President or by resolution of the Board of Directors.
Article V
Board of Directors
(a) Classes: There shall be only one class of Directors.
(b) Role/Number: The business and affairs of BASNCR shall be governed by a Board of Directors which shall be composed of no more than nine (9) persons and no less than five (5) persons. These include the four (4) elected Officers of BASNCR and the five (5) Committee Chairs covering areas, including but not limited to, membership, education and outreach, exhibitions, the newsletter, website and social media coordination. The President Emeritus serves on the Board for one year as a non-voting advisor after completing a term as President.
(c) Timing of Election/Vacancies: At each annual meeting of the Board, the Directors to serve for the ensuing year beginning in January shall be elected by the existing Directors from a slate of candidates presented by the Board Development Committee. Vacancies occurring between annual meetings may be filled for the balance of their terms via election by the remaining Board members.
(d) Term: The Officers of the Board of Directors serve two-year terms. The Chairs and Co-Chairs of Committees approved by the Board serve one or two year terms depending on the circumstances. Board members may serve for additional terms, not to exceed four (4) years. After serving the maximum time allowed, a person may again serve after being off the Board of Directors for one year.
(e) Removal: A director may be removed, with or without cause, as determined by a two-thirds (2/3) vote of the Board members then serving. Substantial cause shall include failure to participate in the activities of the Board of Directors as evidenced by the failure to attend at least three (3) consecutive meetings of the Board of Directors. “Participation” can be via teleconference.
(f) Resignation: A Director may resign only by submitting a written or e-mail resignation to the President or to the other Directors, if the resigning Director is the President.
Article VI
Elected Officers of the Board of Directors
(a) Election/Vacancies: The officers shall consist of President, Vice-President, Secretary and Treasurer and such additional vice presidents or assistant secretaries or assistant treasurers as the Board may from time to time appoint. The officers shall be elected by the Board of Directors at the annual meeting, from among the members of Board and recommended by the Board Development Committee. Any vacancy occurring in any office, for whatever reason, shall be filled by the Board of Directors, and any Director so elected shall fulfill the term of his/her predecessor.
(b) Term: Officers shall serve a term of two (2) years and until their successors are elected, or until they are removed for cause.
(c) Succession and Continuity: The period between the October annual meeting and January 1 of the succeeding year is considered a transition period wherein the outgoing and incoming officers meet to accomplish an orderly transition.
(d) Removal: An officer may be removed, with or without cause, as determined by a two-thirds vote of the Board then serving.
(e) Resignation: An officer may resign only by submitting a written or e-mail resignation to the President or Secretary or to the other Directors, if the resigning officer is the President.
(f) Authority and Duties: The Officers shall have the authority and responsibility delegated by the Board as stated as follows:
(1) The President shall preside at and conduct all meetings of the Board of Directors. The President may sign all contracts and agreements in the name of BASNCR after they have been approved by the Board, serve as the representative of BASNCR in meetings and discussions with other organizations and agencies, and otherwise perform all of the duties which are ordinarily the function of the office, or which are assigned by the Directors.
(2) The Vice-President shall perform the duties of the President if the President is unable to do so or is absent; perform such other tasks as may be assigned by the Board and, at the request of the President, assist in the performance of the duties of the President. Organize regularly scheduled program meetings and announce these to the general membership.
(3) The Secretary shall keep accurate records and minutes of all business (not program) meetings of BASNCR; make available copies of the minutes of the previous Board business meeting and distribute them within two weeks following each business meeting; cause to be delivered all notices of business meetings to those persons entitled to vote at such meeting; and maintain the minutes of BASNCR, and a current listing, with phone numbers and addresses, of the Directors then serving.
(4) The Treasurer shall oversee: the deposit of funds of BASNCR into the proper accounts of BASNCR; the reconciliation of all receipts and disbursements from such account or accounts; the preparation of the books and records of the finances of BASNCR; the preparation of financial reports of the accounts for each Board meeting; and the preparation and filing of all end of the year financial reports federal and state tax reports. The Treasurer collects exhibition and website gallery fees.
(5) These Officer positions outlined in Article VI above may be combined, including but not limited to, Secretary-Treasurer or Vice President-Treasurer, Vice President-Secretary, depending on the skill sets of individuals sought by BASNCR or other circumstances in the best interests of BASNCR.
(6) Other officers appointed by the Board shall perform such duties as specified by the Board or by officers given authority over them.
Article VII
Board Meetings
(a) Annual Meeting: The Annual Meeting of BASNCR shall be held in October, before the Annual general non-voting membership meeting of BASNCR.
(b) Regular Board Meetings: Regular meetings of the Board shall be held quarterly according to a schedule distributed annually to BASNCR and posted on the website. Meetings may be scheduled more often by the President.
(c) Special Meetings: Special meetings of the Board shall be held at any time and at any place when called by the President or by at least three Directors. Business transacted at special meetings shall be confined to the purposes of the meeting stated in the notice of the meeting.
(d) Notice of Meetings; Notice of regular Board meetings, including the annual meeting, shall be via e-mail and delivered at least 10 days before the day of the meeting. The schedule of all Board meetings for the calendar and fiscal year shall be posted on the website at least one year in advance. The schedule of all meetings (business and program) is also published in the BASCNR Newsletter. Notices of special meetings shall state that it is a special meeting being called and may be given orally or via e-mail at least 48 hours prior to the meeting time. Failure of notice to any member shall not invalidate the meeting or any action taken at the meeting.
(e) At meetings of the Board of Directors, a quorum shall consist of a majority, one-half (1/2) plus one, of the Directors then serving, present in person or participating via teleconference. Between quarterly meetings, Board business may be conducted via email; as with in-person meetings, a majority of the Board of Directors must vote to approve business items.
(f) Voting: Except as otherwise provided in these bylaws, decisions of the Board of Directors shall be by vote majority of the Directors then serving. Each Director shall have one vote. Members of the Board may vote in person and by proxy. The President or meeting Chair must be notified no later than the day before a Board meeting of the proxy vote to be cast.
Article VIII
Committees, Chairs, and Co-Chairs
The Board of Directors may create such committees with such powers, as it deems appropriate. The President shall appoint persons to chair and serve on those committees, including persons who are not Directors of BASNCR. All such appointments must be approved by the Board either prior to the appointment or be ratified at the next Board meeting.
(a) Board Development Committee. The Board Development Committee shall be appointed annually by the President and approved by the Board of Directors. The Board Development Committee shall consist of at least two (2) members of the Board of Directors, one of whom shall serve as Chairperson of the committee. The Board Development Committee shall be responsible for nominating persons to serve as Directors. No person shall serve on the Board Development Committee for more than three (3) consecutive years.
(b) Standing Committees. The President may establish such standing committees as the President determines are appropriate for the conduct of the business of the corporation. Each committee shall include at least two members of the Board of Directors and may include persons who are not members of the Board of Directors. Members of the Standing Committees shall be appointed by the President.
(c) Special Committees. The President of BASNCR or the Board of Directors may establish such special committees as they shall determine are necessary for the functioning of BASNCR. Each such committee shall be given a specific charge and term. No special committee shall have a term extending beyond one (1) year unless reappointed. The members of special committees established by the board of Directors shall be named by the Board of Directors. The members of special committees established by the President shall be named by the President.
(d) BASNCR Business Committees: The President may establish BASNCR Business Committees, including but not limited to, the areas outlined below. Depending on organizational need, skill sets and interests, some areas may be combined. The committees will generally have a Chair and Co-Chair who will each serve a one or two-year term. The Co-Chair is expected to become the Chair as the Chair moves on. Some subject areas and duties of these committees may include the following:
–Membership Chair and Co-Chair: Each serves a one or two-year term. The Co-Chair becomes the Chair. The Membership Chair has official designated access to the ASBA website BASNCR membership records. The Chair monitors BASNCR Chapter records and downloads such records to support BASNCR activities such as newsletter distribution and nametag preparation. Notifies the Board of membership renewal status, and coordinates member reminder communication. Responds to inquiries from those who are interested in joining BASNCR and ASBA. Ensures volunteer support to distribute the quarterly BASNCR newsletter to members in good standing.
–Newsletter Editor and Co-Editor: Each serves a one or two-year term. The Co-Editor becomes the Editor. The outgoing Editor serves as a resource and advisor for the new Editor throughout the ensuing year. Creates and communicates themes. Sets deadlines for submissions of articles, columns and images. Responsible for processing, formatting and editing contents of the BASNCR Newsletter and coordinates with the Newsletter Designer to produce the BASNCR Newsletter. Works with the Website Coordinator to update site content.
–Exhibitions Chair and Co-Chair: Each serves a one or two-year term. The Co-Chair becomes the Chair. Finds venues for educational exhibits; after authorization by the Board, signs contracts on behalf of BASNCR in order to exhibit at these venues; defines rules for exhibits, including framing guidelines and selection of jurors for juried events. Coordinates hanging and takedown activities.
–Education and Outreach Chair and Co-Chair: Each serves a one or two-year term. The Co-Chair becomes the Chair. In conjunction with the Vice President, coordinates BASNCR’s educational programs and related outreach activities.
–Website and Social Media Coordinator: Responsible for overall content of the BASNCR website. Works with webmaster to ensure the site is current and appealing. Solicits material for the website and coordinates with the President, Newsletter Editor and other Committee Chairs. Develops and hosts (or solicits other members to host) a closed Facebook group or other social media outlets such as Disqus, intended to foster member connection and community building.
Article IX
Duality of Interest
Any board member, officer, employee, or committee member having an interest in a contract or other transaction or determination presented to the Board of Directors or a committee of BASNCR for recommendation, authorization, approval or ratification shall give prompt, full and frank disclosure of his or her interest to the Board of Directors or committee prior to its acting on such contract or transaction. The body to which such disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to such contact, transaction or determination. Such person may not be counted in determining the existence of a quorum at any meeting where the contract, transaction, or determination is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable the abstention from voting and participation, and whether a quorum was present.
Article X
Indemnification
BASNCR shall indemnify its directors and officers to the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted, including the advancement of related expenses, upon a determination by the Board of Directors or independent legal counsel appointed by the Board of Directors (who may be regular counsel for the corporation) made in accordance with applicable statutory standards.
Article XI
Exoneration
To the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted, no director or officer of BASNCR shall be personally liable to BASNCR or its members for money damages. No amendment of the Articles of Incorporation or repeal of any of its provisions shall limit or eliminate the benefits provided to directors and officers under this provision with respect to any act or omission which occurred prior to such amendment or repeal.
Article XII
Insurance
BASNCR shall purchase and maintain appropriate insurance on behalf of any person who is or was a director, officer, employee or agent of BASNCR, or who, while a director, officer, employee or agent of BASNCR is or was serving any of the entity at the request of BASNCR, and in any capacity, against any liability, asserted against and incurred by such person in any such capacity or arising out of such person’s position, whether or not BASNCR would have the power to indemnify him or her against such liability under the provisions of the Article.
Article XIII
Miscellaneous Provisions
Except to the extent prohibited by law, the indemnification provided in Article XI, above, shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under the Articles of Incorporation, any bylaw, agreement, vote of disinterested directors or otherwise, both as to action in his or her official capacity and as to action in any other capacity while holding office, and shall continue as to a person who has ceased to be a director, officer, employee or agent of BASNCR and shall ensure to the benefit of the heirs, executors, administrators of such person.
Article XIV
Compensation
The members of the Board of Directors and the elected officers of BASNCR shall serve without compensation for their services as board members or officers. Directors and officers may be reimbursed for all expenses reasonably incurred on behalf of BASNCR. In addition, nothing in this paragraph is intended to preclude a Director from receiving compensation for his/her service to BASNCR in some other capacity.
Article XV
Inspection of Corporate Records
These bylaws, the roster of Directors, the books of accounts and the minutes or proceedings of the Board of Directors and of the Committees shall be open to inspection no later than ten (10) days after receipt of a written or e-mail request, addressed to the President or the Secretary of BASNCR by a Member of BASNCR for any purpose reasonably related to his/her interests as a Member. Such records shall be made available for the same purpose at any Board of Directors meeting when requested by at least three (3) members of the Board of Directors. Inspection may be made in person or by an authorized agent or attorney and inspection includes the right to make extracts at the Member’s expense.
Article XVI
Signature Authority
All checks, notes, acceptances, and orders for payment of money shall be signed by any one of the President, Vice President, or Treasurer, or other agents of BASNCR designated by the Board of Directors. All contracts, leases and deeds of any kind shall be signed by any one of the President, Vice President or any other agent of BASNCR designated by the Board of Directors. Contracts for exhibit venues shall be signed by the Exhibitions Chair, upon approval from the Board, on behalf of BASNCR.
Article XVII
Fiscal Year
The fiscal year of BASNCR shall be from January 1st to December 31st.
Article XVIII
Action Without Meeting
Any action which may be properly taken by the Board of Directors assembled in a meeting may also be taken without a meeting, if consent via e-mail setting forth the action so taken is agreed to via e-mail by all of the Directors entitled to vote with respect to the action. Such consent shall have the same force and effect as a vote of the Directors assembled and shall be filed with the minutes.
Article XIX
Amendments
These bylaws may be amended by a two-thirds (2/3) vote of the Board of Directors then serving. Any proposed amendment(s) must be submitted to the Directors in writing or e-mail with written or e-mail notice of the meeting to decide on the proposed amendment(s) at least ten (10) days prior to the meeting date.
Article XX
Non-Discrimination
BASNCR shall not discriminate against any person on the basis of age, sex, race, color, national origin, sexual or affectional preference, disability, or political or religious opinion or affiliation in any of its policies, procedures or practices.
Article XXI
Dissolution
BASNCR may be dissolved by a two-thirds (2/3) vote of the Directors then serving provided that notice of the proposed dissolution has been submitted to the Directors in writing or via e-mail with written or e-mail notice of the meeting date to decide on the proposed dissolution at least thirty (30) days prior to the meeting date. In the event of dissolution, the Board of Directors shall dispose of all of the net assets of BASNCR exclusively to organizations which are organized and operated exclusively for charitable or educational purposes. Any remaining assets not disposed of by the Board shall be disposed of by the Court in the jurisdiction in which the principal office of BASNCR is then located, exclusively for such purposes or to such organizations.
Adopted by the Board of Directors, December 23, 2016
President
Dated December 23, 2016
I, the undersigned, being Secretary of BASNCR, hereby certify that the above is a true, complete and accurate copy of the Bylaws adopted by the Board of Directors. Secretary
Dated December 23, 2016