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

ARTICLE VI.  BOARD OF DIRECTORS

The direction and management of the affairs, business, and property of the ASA shall be the responsibility of the Board of Directors (herein also referred to as "the Board"). The Board shall determine the policies of the Society and have control over the disposition of ASA funds and property; it shall do all lawful acts and things pertaining thereto that are not by statute, article of incorporation, or By-Laws required to be exercised or done by the members. The directors must be members in good standing of the Society, but need not be residents of the District of Columbia.

Following the transition period (Article VI.L.), the Board shall include of four (4) elected officers (the President, Vice President, Secretary, and Treasurer); six (6) elected Directors At Large; the immediate Past President; and the president of each ASA chapter, who while holding such office shall serve ex officio as a member of the Board; in addition, the Editor of The Azalean shall serve ex officio as a member of the Board. The aforementioned persons shall be the voting members of the Board. No person shall hold more than one of these positions on the Board at the same time; if the serving president of a chapter shall be elected as an officer or Director At Large of the Society, the vice-president of the chapter shall replace that chapter president as ex officio member of the Board.

1. Officers.--Following the transition period (Article VI. L.), the President, Vice President, Secretary, and Treasurer shall be elected to serve for approximately two years, from the meeting at which they are installed to the annual meeting second following.

2. Directors At Large.--The elected Directors At Large shall be elected to serve for approximately two years, from the meeting at which they are installed to the annual meeting second following. In order to ensure continuity in the deliberations of the Board of Directors, one-half of this class of directors shall be elected at each annual meeting. No elected Director At Large shall serve in that capacity more than three terms (approximately six years) consecutively.

3. Past President.--The immediate Past President of the Society shall become a member of the Board without election and shall serve in that capacity until his successor in office is succeeded and becomes the immediate Past President. If the immediate Past President resigns, retires, dies, or is otherwise unable to serve a full term, the office will remain vacant for the unexpired term.

4. Ex Officio Members.--The president of each ASA chapter (or the vice president if the president is serving in another capacity on the ASA Board) shall automatically become ex officio a member of the Board upon receipt by the Secretary of the Society of official notification from the chapter of that chapter officer's election and installation.

5. Vacancies.--The President, Vice President, Secretary, Treasurer, and Directors At Large of the Society shall continue to serve until their respective successors have been duly elected and shall have qualified. A vacancy on the Board because of the death, resignation, removal, disqualification, or other disability of an elected officer or elected Director At Large may be filled by the Board for the unexpired portion of the term; provided, that in the case of a Director At Large, any vacancy occuring may be filled, after due notice of the proposed action to all members of the Board, by the affirmative vote of a majority of the number of remaining directors, though such number be less than a quorum of the fully constituted Board; provided further, that if the vacancy occurs prior to the election at the end of the first year of the two-year term of the office vacated, the remaining year of term will be filled by election. In this circumstance, the Nominating Committee shall place in nomination the name of an individual appointed by the Board to fill a vacancy but may also nominate others.

1. Ballots.--On or about the first day of February each year, the President shall receive from the Nominating Committee the slate of nominees prepared in accordance with Article VIII.F. of these By-Laws. The President shall then cause to be prepared a ballot listing the nominees for the various offices, together with short biographical profiles to accompany the ballot. The ballot shall include appropriate instructions for marking and return and will prominently display the date by which the marked ballot must be received by the Secretary of the Society. The ballots shall be prepared in a manner appropriate to prevention of unauthorized reproduction.

2. Dissemination of Ballots.--The President shall cause one ballot to be sent to each member. At the discretion of the Executive Committee, the ballots may be included with the mailing of the March issue of The Azalean or may be mailed separately.

3. Counting of Ballots.--Ballots shall be counted by one or more persons designated by the President, and shall be retained for thirty (30) days after the annual convention to resolve any dispute. In case of ties, the Board of Directors as a group shall cast one vote to break each tie.

1. President.--The President shall be the chief executive officer of the Society and shall, following the transition period (Article VI.L.), preside at meetings of the Board of Directors and at meetings of the members. Subject to the direction of the Board, the President shall exercise general supervision and control over the affairs of the Society. In general, the President shall perform all duties incident to the office of president and such other duties as may be prescribed from time to time by the Board. The President may sign, together with the Secretary or other proper officer of the Society so empowered by the Board, any deeds, mortgages, bonds, contracts, or other instruments that the Board has authorized to be executed, except in cases where the signing and execution of such instruments shall be expressly restricted to the Board or, by these By-Laws or by statute, to some other officer or agent of the Society. The President shall be chairperson and a voting member of the Executive Committee (Article XII.D.). The President shall be ex officio a member of all other committees but may vote in those committees only in the event of a tie.

2. Vice President.--When acting in place of the President, the Vice President shall have all the powers of and be subject to all the restrictions applying to the President. In addition, the Vice President shall perform such other duties as from time to time may be assigned to that individual by the President or the Board.

3. Secretary.--The Secretary shall record and maintain the official minutes of the meetings of the members, the Board, and the Executive Committee. In addition, the Secretary shall maintain other files pertaining to activities of the Society. The Secretary shall ensure that all notices are duly given in accordance with these By-Laws or as required by statute. The Secretary shall oversee maintenance of an up-to-date register of the mailing address of each member of the Society, which address shall be furnished by the member, and the official register of the members entitled to vote. The Secretary shall be the custodian of the corporate records and shall make same available for inspection by any member at any reasonable time (see Article IX.D. for access to financial records). The Secretary shall be custodian of the seal of the Society and shall attest and affix said seal to any instrument for which execution under seal shall be required, unless some other officer or officers of the Society shall have been duly authorized by the Board to perform this function. The Secretary shall mail to those members of the Board qualified to vote a copy of the minutes of meetings of the members and meetings of the Board promptly after such meetings. The Secretary shall perform such other duties as may be incident to the office of secretary and as may from time to time be assigned to that officer by the President or the Board.

4. Treasurer.--The Treasurer shall have the custody of and, under the general direction of the Finance Committee, shall be responsible for the funds, securities, and other property of the Society. The Treasurer shall keep accurate records thereof and of all receipts and disbursements of the Society in books of record maintained for the purpose. The Treasurer shall deposit all monetary assets of the Society in the name of and to the credit of the Society with such depository or depositories as shall be designated by the Executive Committee and in accordance with Article IX, Financial Transactions. The Treasurer shall, with other persons designated by the Board (if any), disburse the funds of the Society, receiving and taking proper vouchers therefor, and render to the Board such reports as it shall prescribe; and in general shall perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to that officer by the President or the Board. The Treasurer, with the prior approval of the Board or of the Executive Committee, shall have the power to authorize in writing any one or more of the officers, members, or employees of the Society to discharge these duties under his supervision. If required by the Board, any person authorized to disburse funds shall agree to be bonded in such sum and with such surety or sureties as prescribed by it for the faithful performance of such person's duties, and the Treasurer or the Board may require such a bond from others under the Treasurer's supervision. Any such bond(s) is (are) to be purchased at the expense of the Society. The financial records of the Society are to be kept in accordance with Article IX.

An officer or Director At Large may resign from such office at any time by presentation of a written notice of resignation to the Secretary. Such notice shall be effective upon receipt by the Secretary.

An elected officer or Director At Large may be removed from office only by action duly taken in a meeting of the members of the Society (Article V). A proposal to this effect must first be made in a meeting of the Board of Directors; for the proposal to be brought before the members of the Society, it must first be recommended by the vote of two-thirds of the directors present at a meeting of the Board at which a quorum is present, provided that the notice of the meeting discloses such action as a purpose; or, alternatively, by the vote of three-fourths of the total number of directors specified in these By-Laws (including ex officio members of the Board), with or without notice. Any officer or Director At Large appointed by the Board to fill a vacancy may be removed for reasonable cause by the Board at any regular or special meeting, provided that the notice of the meeting discloses such action as a purpose. Such removal requires a vote of two-thirds of the Board at a meeting at which a quorum is present.

1. Regular Meetings.--A regular meeting of the Board of Directors shall be held, without notice other than this by-law, at approximately the same time and place as the annual meeting of members. The Board may by resolution set the time and place for holding of additional regular meetings.

2. Special Meetings.--Special meetings of the Board may be called at any time and place by the President or, upon written request to the Secretary, by any three of the other directors qualified to vote in proceedings of the Board.

3. Notice of Meeting.--With respect to meetings of the Board other than the regular meeting held in conjunction with the annual meeting of the members, the Secretary or other official of the Board shall, at least twenty days before the date set for a regular or special meeting, provide to each member of the Board who is entitled to vote due notice of the place, date, and hour of meeting. Distribution to the officers and directors of minutes containing a resolution stating the place, date, and hour for a regular meeting shall constitute due notice of such a meeting. Otherwise, notice of meetings of the Board may be transmitted to the Board members personally or sent by mail or telegram or e-mail to their addresses shown in the records of the Society. If mailed, such notice shall be deemed delivered when deposited in the United States mail in a sealed envelope properly addressed and with first-class postage thereon prepaid. If notice be given by telegram, such notice shall be deemed delivered when the message is provided, together with appropriate payment therefor, to the telegraph company or its designated agent. 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. Notices of all special meetings, as well as notices of regular meetings that will include consideration of matters requiring special notice of intent to act, shall state the purpose or purposes for which called. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

At least one-quarter of the Board of Directors (including ex officio members of the Board) must be present in person to constitute a quorum for the transaction of business at any meeting of the Board; provided, that in the absence of such a quorum, a majority of the directors who are present may adjourn the meeting from time to time without further notice. Proxies may not be counted in the determination of the presence of a quorum. For purposes of this article and article VI.J below, "in person" shall include being on the telephone and connected to a meeting of the Board of Directors being held via a telephone conference call.

The act of a majority of the directors present in person or represented by valid proxy at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by statute or by these By-Laws. In the interim between duly constituted meetings of the Board, the President or any three members of the Board acting in unison may order the submission of a mail-in ballot to the directors. Except as otherwise provided in statute or in these By-Laws, an affirmative vote of a majority of those eligible to vote shall be interpreted as the official action of the Board and shall become a part of the minutes of the next official meeting of the Board.

Officers and directors of the ASA and its chapters shall not be entitled to any compensation or remuneration for their services in those capacities, except such allowances for actual and reasonable official expenses as may be authorized by the Board.

Prior to the 1991 membership meeting and election, the respective duties and prerogatives of the Chairman of the Board and the President shall continue as specified in the previous By-Laws. At the 1991 annual membership meeting, the elected President and Vice-President shall be installed for two-year terms, and the elected Secretary and Treasurer shall be installed for one-year terms. The three (3) newly elected Directors At Large will be installed for two-year terms. Of the five (5) Directors At Large installed at the 1990 annual membership meeting, only three (3) will continue to serve during 1991/92; the reduction shall be accomplished by attrition, resignation, or lot.

The Board of Directors is authorized to establish appropriate procedures and arrangements for publication by the Society of various forms of educational and scientific material relating to azaleas in furtherance of the objectives of the ASA. The Board shall establish the price of such materials to ASA members and to nonmembers. In cases where the Board has determined that the price of the publication is covered by membership dues, one copy of each such publication shall be mailed to each ASA member in good standing. No compensation shall be paid to any editor or author or to any person associated with any of the aforementioned publications except as expressly authorized by the Board. The Board of Directors is further authorized to establish other activities and means for dissemination of information appropriate to realization of the objectives set forth in Article II of these By-Laws.

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