Officers & By-Laws
By-Laws for the Ramapo Orchid Society, Inc.
Membership Secretary Suzanne Berelson
President & AOS Representative tbd
(term expires)
Trustee Birgitha Tray (2025)
Trustee Howard Berelson (2025)
Webmaster Susan Birthler (Monte)
E-Newsletter Editor Cheryl Wardrop
Trustee John Sullivan (2024)
Trustee Richard Ho (2024)
Treasurer Karen Goddard
Recording Secretary Jeannie Yu
Vice President & Acquires Speakers Ralph Wahl
ARTICLE I - NAME
ARTICLE II - MEMBERSHIP
This Society shall be called Ramapo Orchid Society, Inc., herein called the "Society".
Membership shall be open to any person who is interested in orchids and its culture. Such person will become a member upon payment of his or her dues. There shall be two categories of membership: Individual and Family.
Individual: One person; entitled to all the rights and privileges of membership including but not limited to voting and the right to hold office.
Family: Two or more persons living in one household; each person in a Family membership is entitled to all the rights and privileges of membership including but not limited to voting and the right to hold office.
Any member may be dropped from membership in the Society for cause at a meeting of the Board provided such member is given ten days’ notice by postal mail of such proposed action and is afforded reasonable opportunity to be heard at a meeting of the Board.
The annual dues for each category of membership shall be set at the direction of the Board. The period of membership runs from July 1st through June 30th. Dues shall be payable on the first of July of each calendar year.
Any member has not renewed their dues by September 30 of each calendar year, shall be in default and no longer be considered a member and shall not receive the Society newsletter until reinstated. To be reinstated for membership, the person must pay his or her dues in the full amount.
ARTICLE III - MEETINGS
The Annual meeting, in which the election of Officers and Trustees will take place, shall be held on the third Thursday in June in Bergen County, New Jersey. Members will be given notice of such Annual meeting in the June newsletter. If the Annual meeting cannot be held on the designated day, the Board of Directors may determine a suitable substitute date and members must be notified. At the Annual meeting, a quorum shall consist of fifteen (15) members present in person for the purpose of voting in the election.
Regular meetings shall be held on the third Thursday of each month in Bergen County, New Jersey. However, the Board of Directors may, for any reason, change the Regular meeting date or time. Members will be given advance notice of such a change.
Meetings of the Board shall be held as needed at the direction of the President. At a meeting of the Board, a quorum shall consist of six (6) Board members. At the Board meeting, a report shall be given by each Officer.
Special meetings may be called at the order of the President or at the request of six members of the Board. Members will be given notice of such Special meeting.
Except as otherwise provided by statute or by these bylaws, any proposal voted upon by members shall be adopted (or rejected) by a simple majority of the votes cast in favor of (or against) the adoption of such proposal. (Each member in a Family membership shall have one vote). Votes cannot be assigned or voted by proxy, but must be cast individually.
Notice to members regarding meetings, events, or other matters related to the Society include but not limited to the Society newsletter, Society website, electronic mail, or telephone.
ARTICLE IV – BOARD OF DIRECTORS
The Board of Directors (herein called the “Board”) shall consist of the Officers and the Trustees.
The control and management of the affairs, funds, and properties of the Society shall be vested in the Board. The Board shall formulate policy and direction for the Society and oversee its implementation by the Officers.
ARTICLE V - OFFICERS AND THEIR DUTIES
Officers of the Society shall consist of President, Vice President, Recording Secretary, Membership Secretary, Treasurer, Newsletter Editor, and Webmaster.
The President shall be the administrative officer of the Society and shall supervise the business and affairs of the Society. He or she shall preside at all meetings of the Board and of the Society and shall, subject to the approval of the Board, enforce all bylaws, rules, and directives of the Society. He or she shall be a member ex-officio of all committees except the Nominating Committee. He or she shall, by and with the approval of the Board, make and execute all contracts for and on behalf of the Society. He or she shall have the authority to sign checks of the Society's accounts to meet its obligations in the absence of the Treasurer. He or she shall keep the Board fully informed and frequently consult it concerning the business and activities of the Society.
The Vice President, in the absence of the President, shall perform the duties of the President. The Vice President will also assist the President as may be appropriate. The Vice President shall be in charge of the monthly programs.
The Recording Secretary shall keep a true record of all meetings of the Board; and shall take the minutes at all Board meetings and forward them to the President within one month after the meeting; and report the minutes as requested by the President. The Recording Secretary is the custodian of the Society’s records (with the exception of financial records), including the bylaws.
The Membership Secretary, in coordination with the Treasurer, shall keep an accurate membership list including the names, addresses and email. The Membership Secretary shall once a year send out notices of the renewal of annual dues through the newsletter. The Membership Secretary shall collect the membership dues and give the money to the Treasurer for deposit. The Membership Secretary shall also contact members who do not renew their annual membership and attempt to re-enlist them.
The Treasurer shall receive all moneys belonging to the Society, and shall disburse them under the direction of the Board to pay the obligations of the Society; shall deposit the funds of the Society in the name of the Society in such bank as may be designated from time to time by the Board. Disbursements of any amount more than $750.00, or a sum which may from time to time be designated by the Board, shall require the signatures of both the Treasurer and the President, or in the absence of the President, the Vice President. The Treasurer shall negotiate and maintain, without lapse, the proper liability insurance for the Society. In the event of a prolonged absence by the Treasurer, the Board shall appoint one of the Trustees as Assistant Treasurer. The Assistant Treasurer will carry out, with full authority by the Board, the Treasurer's duties, including deposits and disbursements of all moneys. The books and accounts shall be made available for inspection by the Board upon request. If the Treasurer does not attend two meetings of the Board, an audit of the financial books and accounts of the Society will be conducted. In addition, the President can request a financial audit of the Society’s books and accounts at any time he or she deems it necessary.
The Newsletter Editor shall be appointed by the President and approved by the Board. He or she shall serve during the tenure of office of the President and shall terminate at the time of the annual election. Except as otherwise stated, the Newsletter Editor may be re-appointed without limitation. The Newsletter Editor is responsible for the publication and distribution of a monthly newsletter where the appropriate notice of meeting is published. In the newsletter, the Newsletter Editor shall announce the program for the meeting and any other pertinent Society or orchid-related matters that need to be brought to the membership.
The Webmaster shall be appointed by the President and approved by the Board, and shall serve during the tenure of office of the President, and shall terminate at the time of the annual election. Except as otherwise stated, the Webmaster may be re-appointed without limitation. The Webmaster is responsible for maintaining and updating information contained on the Society’s website.
Any Officer can be removed from office with or without cause by a majority vote at a meeting of the Board where previous notice has been given.
A vacancy in the office of President shall be filled for the unexpired term by the Vice President. A vacancy in any of the other elected Officers shall be filled for the unexpired term by appointment by the Board.
There shall be four (4) Trustees. The term of each Trustee shall be three (3) years. The terms shall be staggered, so that two (2) vacancies shall occur each year and will be filled by election at the Annual meeting.
Any Trustee can be removed from office with or without cause by a majority vote at a meeting of the Board where previous notice has been given.
The Board shall have the power and authority to appoint any member to fill any vacancy among the Trustees for the balance of the un-expired term of such Officer or Trustee, by resolution duly adopted at a meeting of the Board.
ARTICLE VI - TRUSTEES
ARTICLE VII - COMMITTEES
The President may establish and appoint members to Committees as the President may see fit, and may direct such Committee to perform specific tasks, subject to the approval of the Board. Each Committee shall be governed by guidelines adopted by the Board for their activity and direction. Each Committee shall have as a member at least one member of the Board.
The Board shall appoint a Nominating Committee consisting of three members of the Society, no more than one shall be a member of the Board. This committee shall be responsible for the nomination of one qualified member for each open office on the Board.
The President may appoint any number of members to serve for a specific duty, except when otherwise provided by the bylaws.
Committee members or individuals appointed for specific duties shall serve during the tenure of office of the President appointing term and shall terminate their service at the time of the annual election. Except as otherwise stated, committee members or individuals may be re-appointed without limitation.
ARTICLE VIII - NOMINATIONS AND ELECTIONS
The Nominating Committee shall present the slate of nominees to the Society members in the April newsletter and at the April meeting. All members must have affirmed their willingness to serve before their names are presented by the committee.
Other nominations of officers and trustees may be made by any ten (10) members of the Society in writing, and with the written consent of the nominees. Such nominations shall be received by the Recording Secretary at least fifteen (15) days in advance of the May meeting.
The list of other nominees shall be sent to the membership in the June newsletter.
Elections of the officers and the trustees at the Annual meeting of members shall be by a show of hands and a plurality shall elect. In the event of a contest, the chair of the nominating committee shall collect and tabulate written ballots. The nominees receiving the highest number of votes for officer or trustee shall be declared elected. In the event of a lack of contest in the election of any officer or trustees, chair of the nominating committee may instruct the Recording Secretary to cast one ballot for the slate of nominees, thereby electing such officers and/or trustees.
Each Officer and each Trustee shall take office on the first day of the fiscal year for which elected and shall hold office until his or her successor is elected or appointed, unless his or her office shall become vacant as provided elsewhere in these bylaws.
ARTICLE VIII - LIABILITY AND PROPERTY
This Society shall not be liable or responsible for the destruction, loss or damage of the property of any person, or for personal injuries received whether due to the negligence of the Society, or of its members or representatives. Property of the Society injured, damaged, or removed by the act or neglect of any member shall be paid for or replaced by such member.
ARTICLE IX - AMENDMENT OF BY-LAWS
The bylaws may be altered or amended at any meeting of the Board by an affirmative vote of two-thirds of those voting, but no alterations or amendments shall be adopted unless the substance and effect of the proposed alterations or amendments shall have been stated in writing in the call for the meeting.