i. name
ii. objectives and scope of membership
iii. membership
iv. chapter organization
v. meetings of members
vi. board of directors
vii. informational media
viii. committees
ix. financial transactions
x. amendments
xi. personal liability
xii. waiver of notice
xiii. offices
xiv. limitations on activities and application of assets
xv. disposition of assets upon dissolution
xvi. seal and logo
xvii. parliamentary authority

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BY-LAWS
of the
Azalea Society of America, Incorporated
Revised June 2001, to repeal and
replace all previous By-Laws


ARTICLE I.  NAME

The name of this nonprofit membership corporation shall be the AZALEA SOCIETY OF AMERICA, hereinafter also referred to as "ASA" or "the Society."

The general objectives of the Society are to foster knowledge and improve standards of excellence with respect to azaleas. The Society shall promote understanding and skills in the classification, hybridization, propagation, and culture of azaleas among all interested people. It shall serve as a clearinghouse for information, contribute to scientific advance in this area of horticulture, encourage the introduction of new species and hybrids and the greater use of superior cultivars, and increase the bonds of fellowship among those who grow and appreciate azaleas. In furtherance of these objectives, the Society may engage in organized activities and, with authorization by the Board of Directors, participate in cooperative programs with appropriate governmental, private non-profit organizations, and other entities. The activities listed in this paragraph are neither all-inclusive nor mandatory upon the Society.

Individuals, organizations, firms, institutions, and clubs interested in azaleas and supportive of the objectives of the Society shall be eligible for membership in the Azalea Society of America. Membership may be obtained upon application therefor and payment of the appropriate dues (except as otherwise provided in Article III.B.3., below). Each applicant for membership shall undertake to adhere to the rules of the Society and to help promote its objectives.

Classes of membership shall include annual, life, and honorary. Additional classes or subclasses may be established or eliminated by the Board of Directors (hereinafter also referred to as the "Board") at its discretion.

1. Annual Membership.--Annual membership is open to individuals, organizations, firms, institutions, and clubs. Such members may become members of an ASA chapter (Article IV) or members at large (affiliated directly with ASA). Persons residing together in a single household may, at their option, be designated as joint members and share a single individual membership; provided, that such membership status confers entitlement to only a single vote at membership meetings. An organization, firm, institution, or club shall be entitled only to a single membership (individuals affiliated with such entities are not members of ASA unless they join the Society as individuals) and to a single vote at membership meetings (such vote shall be cast by the duly authorized representative of the member under procedures established by the Society's Board).

2. Life Membership.--Life membership is open to any individual eligible for membership in ASA (including two persons residing together in a single household and sharing a single membership), upon payment of the full dues appropriate for this class of membership at the time of application. A life membership confers eligibility to a single vote at membership meetings. Organizations, firms, institutions, and clubs are not eligible for life membership. The surviving member of any two-person life membership shall continue to enjoy all the privileges of membership. Any existing life membership of an organization, firm, institution or club shall continue until it legally dissolves or resigns from membership.

3. Honorary Membership.--In conformity with criteria and procedures established by the Board, and upon recommendation by the Board, the members of the Society may from time to time elect individuals to honorary membership for life. Such election shall be limited to the recognition of exceptionally meritorious service to the Society, distinctive achievement in the improvement of azaleas, or related accomplishments. An honorary member shall not be subject to the payment of dues but will be accorded all membership privileges accruing to individual members. The surviving spouse of an honorary member may continue to enjoy the privileges of membership, except for voting in Society affairs, without payment of dues; or, unless already a life member, may enroll as an annual or life member upon payment of dues for the class of membership selected.

The Board of Directors shall determine from time to time the amount of dues to be paid by members of the Society subject to dues payment, as well as the apportionment of dues between the Society and its affiliated chapters. The Board shall determine and disseminate to the chapters and the membership the procedures for collection of dues, including specification of the respective responsibilities of Society and chapter officials. Life membership dues and dues paid in advance of the year for which they are due shall be and remain the property of the Society upon receipt, regardless of any future termination of the membership for which they were paid. Such dues shall be full payment for the period for which paid, regardless of any future change in the dues amounts.

1. Annual.--Annual membership dues shall be payable on the first day of the calendar year to which such dues apply. For any special classes of membership established by the Board (for example, Contributing, Sustaining, and Endowment), the amount of dues received in excess of the scheduled amount of regular annual membership dues shall be added to the General Endowment reserve. Interest earned on savings accounts or investment instruments associated with this reserve shall be transferred each year to the Society's operating fund.

2. Life.--Life membership dues shall be payable to the Society. Dues received for new life memberships shall be added to the General Endowment reserve. All principal and accumulated interest previously designated for the ASA Life Membership reserve shall be transferred to the General Endowment reserve.

1. Failure to pay dues.--The membership of any annual member for whom the appropriate dues have not been received by the Society's dues recipient as designated by the Board on or before the first day of March shall be terminated without notice. Memberships so terminated may be reinstated by application to the Membership Committee and payment of the full amount of dues for the current year, as established by the Board.

2. Other causes.--Any membership may be terminated by the Board of Directors upon any ground which, in the judgment of the Board, constitutes action or conduct contrary to any of the provisions of the articles of incorporation or the By-Laws of the ASA, or contrary to the interests of the ASA; provided, that the Board shall give written notice of such grounds and intent to terminate membership at least thirty days before final action on such termination and shall provide to the member(s) affected opportunity to reply thereto in an appropriate hearing; provided further, that any such termination of membership by the Board shall be subject to review and revocation by the members at an annual membership meeting or a special meeting called for that purpose.

Any member may resign by filing a written statement with the Secretary, but such resignation shall not relieve a member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

Membership in ASA is not transferable or assignable.

Any group of ten or more members of the ASA may make application to the Society for affiliation as an ASA chapter. A copy of the organizational papers and By-Laws of the chapter shall be provided to the Secretary of the ASA. The organizational arrangements and the By-Laws of the chapter shall be consistent with the articles of incorporation and the By-Laws of the ASA. If the application is approved by the Board of Directors of the ASA, and upon payment of the required fee (if any), the Board shall issue an appropriate document to the petitioning group certifying the affiliation of the new chapter. The incorporation of a chapter under state law is authorized but not required by the Society, and is a matter for decision by the chapter members.

Prior to approval by the ASA Board of Directors of an application for chapter affiliation, the applicants shall submit to the Board the proposed name for the chapter. That name shall be approved in writing by the Board, unless in its judgment the proposed name would cause confusion with the name of another ASA chapter or similar organization. A duly affiliated chapter shall have the right to use the name "Azalea Society of America" in connection with the chapter name approved by the ASA Board, subject to the limitations set forth in paragraph G. of this Article.

All members of a chapter must be members of the ASA. Individuals, organizations, firms, institutions, and clubs shall be eligible for chapter membership. A chapter may provide associate-membership privileges to members at large of the Society and to members of other ASA chapters under conditions set forth in the chapter By-Laws. There shall be at least two classes of chapter membership, including annual and life, as described in Art. III.B.1. and 2. of these By-Laws.

1. Each chapter shall be entitled to a share of the dues paid (or equivalent amount for life members) for each regular member of the chapter, as determined under the provisions of Article III.C. of the Society's By-Laws. Chapters shall not collect dues from honorary members of the ASA.

2. By the first of March each year, a responsible officer in each chapter shall provide to the ASA membership chairperson a list containing the correct current address and, if applicable, telephone number (including area code) and e-mail address for each chapter member.

The appropriate scope of chapter activities shall include, among others, promotion of the objectives of the Society set forth in Article II of these By-Laws and fulfillment of other responsibilities as determined by the Board of Directors and approved by a majority of the members present at a duly constituted membership meeting of the Society. Chapters shall carry out all of their activities in a manner consistent with maintaining the character of the ASA as a tax-exempt non-profit educational and scientific organization in accordance with the Internal Revenue laws and regulations of the United States (see Article XIV).

The officers of the chapter shall be elected by its members, and the duties of the officers shall be set forth in the By-Laws of the chapter. The president of each chapter shall be ex officio a voting member of the Board of Directors of the ASA for the term of his office as chapter president. If the chapter president is serving as an elected officer of the Society or as an At-Large member of the ASA Board, the chapter vice president shall assume the said ex officio membership on the Board (Article VI.B.). The results of chapter elections shall be reported promptly to the Secretary of the ASA.

No chapter (or officer or member thereof) shall, with respect to chapter activities, have the power to act for the ASA in any manner, as agent or otherwise, or to claim authority to bind the ASA in any manner, financially or otherwise. No chapter shall have any proprietary interest in the name "Azalea Society of America" or in any combination of said words with other words, its right to use of the name being limited to situations in strict consonance with these By-Laws.

In the event that a chapter shall comprise less than ten (10) members of the Society, or include in its membership any person or entity not a member of the ASA, or shall fail to perform its responsibilities as specified elsewhere in these By-Laws, the ASA certification of affiliation of such chapter shall be deemed cancelled thirty (30) days after a notice of the pending cancellation is mailed by the ASA Secretary, on instruction from the ASA Board of Directors, to the last known president or secretary of the subject chapter at the address in the records of the ASA. The ASA Board may vacate such cancellation if it is satisfied that the conditions which justified the notice of cancellation have been corrected or eliminated within the thirty-day period.

In the event of the dissolution of a chapter, all chapter monies and ASA property in possession of said chapter shall be returned to the Society, and all property and other assets of the chapter shall be disposed of in the manner specified in the By-Laws of the chapter or in applicable state statutes and regulations. The By-Laws of the chapter shall provide for disposition of the property and other assets of the chapter in a manner approved by the United States Internal Revenue Code for the disposition of the assets of a tax-exempt nonprofit organization.

An annual meeting of the members of the Society shall be held at a time and place determined by the Board of Directors. The Board of Directors may designate any place, within or without the District of Columbia, as the place of meeting for any annual meeting or any special meeting. The business of the annual meeting of members shall include the installation of officers and directors and such other business as may come before the meeting; provided, that if the process of electing officers and directors shall not be completed by the day designated for the annual meeting, or at any adjournment thereof, the Board shall cause the election to be completed at the annual meeting or at a special meeting of the members as soon thereafter as may be feasible.

Special meetings of the membership may be called by the President, or by at least one-third of the number of directors specified in these By-Laws (including the ex officio members of the Board), or upon written subscription of at least one-tenth of the members having voting rights. The business of a special meeting shall be limited to that specified in the notice calling that meeting.

Written notice stating the place, day, and hour of any meeting of the members of the Society shall be delivered either personally or by mail or e-mail to each member entitled to vote at such meeting. A printed notice in The Azalean shall constitute an appropriate form of notice. Notice of meeting shall be delivered at least thirty (30) days in advance of the annual meeting or any special meeting. The notice shall be given by or at the direction of the President, or the Secretary, or the members calling a special meeting. In the case of a special meeting, or as required by statute or these By-Laws, the notice shall clearly state the purpose or purposes for which the meeting is being called. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail, addressed to the member at the address appearing on the records of the Society and with proper postage prepaid. An e-mail notice shall be deemed to be delivered when an acknowledgement of its delivery is received by the sender from the recipient. If such an acknowledgement is not received with twenty-four (24) hours, the notice shall be sent by United States mail as specified above.

A quorum shall be deemed to exist at any duly called meeting of members of the Society if there are present in person not less than thirty (30) members entitled to vote at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time pending constitution of a quorum, without further notice other than announcement at the meeting, until such time as a quorum is present. Once a quorum is present at any meeting so adjourned, any business may be presented or transacted that might legitimately have been presented or transacted at the meeting as originally scheduled.

Each member entitled to vote at any meeting may delegate, by means of a written proxy, that privilege to another member of the Society entitled to vote; provided, that proxies shall not be used in the establishment of a quorum, in the election of officers or directors, or in a membership vote on the termination of a membership. Only proxies filed with the Secretary or Acting Secretary prior to the commencement of a meeting may be counted in determining the result of any vote. No proxy shall be valid after the final adjournment of the meeting for which it was executed. The form of proxy will be substantially as follows:

I,____________________, hereby constitute ____________________ as my proxy to vote for me and on my behalf at the membership meeting of the Azalea Society of America to be held at _______________ on the _______ day of __________, 19___; I hereby ratify and confirm the action of my proxy in all votes or actions at the said meeting in conformity with the By-Laws of the Society.
(Witness)_______________ (Signed)
(Date)_______________ (Date)

A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting of the members at which a quorum is present shall be necessary for the adoption thereof, unless a greater proportion shall be required by statute or these By-Laws.

Following the transition period (Article VI.L.), the President shall preside at meetings of the members of the ASA. In the absence of the President, the chair will be held by the Vice President; or, in the absence of that officer, by a member of the Society designated by the Board of Directors; or, in the absence of any of the aforementioned persons, by a member designated by a majority of the members present. The Secretary (or, in the absence of that officer, a person designated by the presiding officer of the meeting) shall record the minutes of the meeting and perform other duties appropriate to the office.

article i - v
article vi - vii
article viii - xvii
policies, procedures, (proposed) amendments
chapter bylaws