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 VIII.  COMMITTEES

A. General

The activities of the Society are to be carried out principally through the officers and the committees. The Executive, Finance, and Nominating Committees shall be standing committees, which have continuing existence and function, although the Board of Directors may from time to time make changes in their membership and, in conformity with the intent of Sections D., E., and F. of this Article, in their manner of acting. The Board shall, in conformity with the By-Laws, establish or authorize the establishment of all other committees, prescribe the scope of their work, the duration of their existence, and the extent of their authority.

B. Committee Members

The Board of Directors shall appoint or authorize the appointment of chairpersons and other members of all committees of the Society in accordance with these By-Laws. All committee members serve at the pleasure of the Board unless otherwise required by these By-Laws.

C. Committee Meetings

1. Notice.--Unless otherwise provided by the Board of Directors, committee meetings shall be called by the chairperson or acting chairperson on not less than five days' notice; provided, that notice may be waived in accordance with Article XII, Waiver of Notice, of these By-Laws.

2. Quorum.--A quorum at any meeting of a committee shall consist of a majority of the members of such committee, unless the Board shall prescribe otherwise. The act of a majority of the members present at a committee meeting at which a quorum is present shall be the act of the committee, unless the Board or these By-Laws shall prescribe otherwise.

3. Reports.--Committee chairpersons shall submit to the Board or Executive Committee, upon request from the President or more frequently at the discretion of said chairpersons, reports on the activities and actions of their committees.

D. Executive Committee

The Executive Committee shall consist of at least six but not more than seven members from the Board of Directors, including the President, the immediate Past President, the Vice-President, Treasurer, Secretary, Editor of The Azalean, and other directors chosen by vote of the Board. The President shall preside and shall have full voting power in this committee. The Executive Committee shall have and exercise the power and authorities of the Board, except that it shall have no power or authority with respect to establishing or altering the dues of members; to appointing committee chairpersons and other committee members, except on an interim basis pending action by the Board; or to making any expenditures or creating any financial obligations in excess of the amount or amounts that the Board may from time to time determine to be within the authority of the Executive Committee.
[amended May 8, 2004 to add the Secretary]

E. Finance Committee

The Finance Committee shall consist of not less than three members of the Society, including the Treasurer. A majority of the Finance Committee shall be directors other than the Treasurer. The Finance Committee, subject to such policies and directives as may be adopted and issued relating to its activities by the Board of Directors or the Executive Committee, shall perform the duties enumerated below:

1. Budget.--The committee shall prepare and submit to the Board by the fifteenth day of November each year a proposed budget (financial plan) for the following fiscal year.

2. Oversight.--The committee shall provide continuing oversight and review of the responsibilities and activities of the Treasurer and any assistant to the Treasurer, in order to ensure the effective implementation of Society policies and the accomplishment of duties relating to financial matters.

3. Gifts and Bequests.--The committee, in collaboration with the Society's legal advisors, shall make recommendations to the Board in connection with the Society's interests in connection with arrangements for gifts and bequests to the Society and related matters.

4. Dues.--The committee shall make recommendations to the Board in connection with the setting of dues and the sharing of dues between the Society and its chapters.

5. Miscellaneous.--The committee shall carry out such other activities relating to the financial affairs of the Society as the Board of Directors may from time to time direct.

F. Nominating Committee

The Nominating Committee is responsible for preparation of the slate of candidates for election to the Board of Directors (President, Vice President, Secretary, Treasurer, and Directors At Large). The slate of candidates for offices to be filled at the next annual meeting of the Society, together with a brief biographical resume of each nominee, shall be submitted to the President by the first day of February each year for incorporation in the ballot to be sent to the members of the Society. The Nominating Committee shall be organized and shall operate as follows:

1. Composition.--The Nominating Committee shall consist of one or more members who, if serving as elected officers, are not eligible for re-election at the next annual meeting of the Society. The chairperson and other members of the committee shall be appointed by the Board; vacancies occurring on the committee shall be filled by action of the Board. In the event that the spouse of a member of the Nominating Committee is serving on the Society's Board or is being considered for election thereto, such committee member shall withdraw from all deliberations and actions of the committee so long as said spouse is being considered.

2. Regional Considerations.-- In preparing the slate of candidates, the committee shall consider both the desirability of representation from different parts of the country and the effect of location of residence on the ability of officers and directors to perform their duties effectively.

3. Notification to Membership.--The President shall, before the end of October each year, disseminate to all members of the Society certain information relating to the nomination process. (Publication of this information in the September issue of The Azalean shall constitute such notice.) The information shall include the name and address of the chairperson of the Nominating Committee, together with a call for nominees for positions to be filled. Members' suggestions may be sent to the chairperson of the Nominating Committee by the end of the December following subject notice. The Nominating Committee shall include in the slate of nominees any name(s) supported by petition signed by forty (40) or more members and forwarded to the chairperson of the Nominating Committee by the end of December. Those submitting such petitions shall include biographical profile(s) for the nominee(s) included.

G. Other Committees.

The Board of Directors may establish or authorize the establishment of other committees, designate any of these as standing committees, and, at its discretion disestablish such committees. These committees may be established to assist in implementation of objectives set forth in these By-Laws, including program activities and administrative activities such as membership, public relations, and legal affairs.

ARTICLE IX.  FINANCIAL TRANSACTIONS

A. Contracts

The Board of Directors may authorize any officer or officers (or agent or agents) of the Society, in addition to those officers otherwise authorized by these By-Laws, to enter into any contract or execute and deliver such instrument in the name of and on behalf of the Society. Such authority may be general or may be confined to specific instances at the discretion of the Board.

B. Instruments for Payment or Borrowing

All checks, drafts, or other instruments for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Society shall be signed by the officer or officers, or agent or agents, authorized by explicit provisions of these By-Laws or by the Board of Directors as provided in the preceding paragraph. Such instruments shall be executed in a manner to be determined by the Board. In the absence of such determination by the Board, such instruments will be signed by the Treasurer or an Assistant Treasurer and be countersigned by the President or Vice President of the Society.

C. Deposit of Funds

All funds of the Society shall be deposited from time to time to the credit of the ASA in such bank, trust company, or other depository or depositories as the Executive Committee may select.
[amended May 21, 2005 to remove the requirement for Federally insured depositories]

D. Financial Records

The financial records of the Society shall be kept in such form as may be directed by the Board of Directors or the Executive Committee. The Treasurer shall, at least once a year and additionally as requested by the Board, render a balance sheet of the Society's status at the end of its fiscal year and a summary of the sources and uses of funds during the fiscal year. These statements will be reviewed by the Finance Committee and may be submitted for review to a qualified individual or firm at the discretion of the Board. All financial books, records, and vouchers of the Society shall be open to inspection at any reasonable time by any member of the Society.

E. Fiscal Year

The fiscal year of the Society shall begin on the first day of January and end on the last day of December.

ARTICLE X.  AMENDMENTS

A. Amending the Articles of Incorporation

The Board of Directors at any duly constituted meeting may adopt a resolution setting forth any proposed amendment to the articles of incorporation and directing that it be submitted to a vote of the members at the annual meeting (or postponement or continuation thereof) or a special meeting; provided, that prior to action by the Board, the substance of such amendment shall have been stated in the notice calling the meeting of the Board or in a duly completed waiver of notice thereof. Written notice stating the substance of the proposed amendment shall be mailed to each member at least thirty days in advance of the meeting at which a vote on adoption of the amendment is to be held. Adoption of such amendment shall require an affirmative vote of two-thirds of the qualified votes at the meeting of the members, provided that a quorum has been established (Article V.D.).

B. Amending the By-Laws

These By-Laws may be amended by an affirmative vote of two-thirds of the qualified votes at any meeting of the members provided, that a quorum has been established (Article V.D.); provided further, that the substance and effect of the proposed amendment(s) shall have been set forth in a notice to the members at least thirty days in advance of said meeting.

C. Proposal of Amendments by Members

A written request for amendment of the articles of incorporation or the By-Laws, signed by at least one-tenth of the members entitled to vote and delivered to the Secretary of the Society, shall be sent to the directors with the notice of the first meeting of the Board of Directors to be mailed by the Secretary following receipt of the request. The Board shall give due consideration to such request and in due course inform the entire membership in writing of the substance and effect of the proposed amendment, together with the Board's recommendations, in order that the members may vote thereon at a subsequent annual or special meeting.

ARTICLE XI.  PERSONAL LIABILITY

A. Non-Liability

Neither the Board of Directors nor any officer or member of the Society shall have the power to bind personally the members or the individual officers or directors of the Society. All persons, corporations, or other entities extending credit to, contracting with, or having any claims against the Society shall look only to the funds and property of the Society for payment of any debt, damage, judgment or decree, or any money that may otherwise become due or payable to them from the Society, so that neither the members nor the directors, nor the officers, present or future, shall be personally liable therefor.

B. Indemnification

Each member, director, and officer of the Society shall be entitled, without prejudice to any other rights that said person shall have, to be reimbursed by the Society for, and indemnified by the Society against, all legal costs and other expenses reasonably incurred by said person in connection with or arising out of any claim, action, suit, or proceeding of whatever nature in which said person may be involved as a party or otherwise or with which said person may be threatened by reason of having been a member or having served as a director or officer of the Society or by reason of any action alleged to have been taken or omitted by said person as such member, director, or officer of the Society, whether or not said person continues in such status at the time of incurring the aforementioned cost or expenses, including amounts paid or incurred in connection with reasonable settlements (other than amounts paid to the Society itself) made with a view to curtailment of costs of litigation. No such reimbursement or indemnity shall be paid or made for any expense incurred or settlement made by such member, director, or officer in connection with any matter as to which said person shall be finally adjudged in any such action, suit, or proceeding to have been derelict in the performance of duty as such member, director, or officer. In no event shall anything herein contained be construed so as to obligate the Society to indemnify any such member, director, or officer against any costs or expenses incurred or settlement made in connection with any matter arising out of or resulting from said person's own negligence or wilful misconduct. The Society, its members, directors, officers, and employees shall not be liable to anyone for making a determination as to the existence or absence of liability of the Society hereunder or for making or refusing to make any payment hereunder on the basis of such determination or for taking or omitting to take any other action hereunder in reliance upon advice of counsel.

ARTICLE XII.  WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the District of Columbia Nonprofit Corporation Act or under the provisions of the articles of incorporation or the By-Laws of the Society, a waiver thereof in writing and signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Waiver of notice of any meeting of the Board may be accomplished as provided in Article VI.I.3.

ARTICLE XIII.  OFFICES

The Society shall have and continually maintain in the District of Columbia a registered office and a registered agent whose office is identical with such registered office, as required by the District of Columbia Nonprofit Corporation Act. The registered office may be, but need not be, identical with the principal office in the District of Columbia. The registered agent, the address of the registered office, or both may be changed from time to time by the Board of Directors. The Society may have such other offices, either within or without the District of Columbia, as the Board may determine and the affairs of the Society may require from time to time.

ARTICLE XIV.  LIMITATIONS ON ACTIVITIES AND APPLICATION OF ASSETS

A. Principles

The Azalea Society of America shall at all times be operated solely and exclusively in accordance with the following principles:

1. The Society shall operate solely and exclusively for the purposes set forth in Article II and elsewhere in these By-Laws.

2. No part of the net income of the Society may under any circumstances inure to the benefit of any private individual.

3. The Society shall not carry on any political propaganda or otherwise attempt to influence legislation.

4. The Society shall not participate in or intervene (including the publishing or distributing of statements) in any political campaign on behalf of any candidate for public office.

5. The Society shall not participate in any transaction resulting in a diversion of its income or assets to any director, officer, member, employee, or contributor.

6. The Society shall at no time conduct or participate in any activity whatsoever that a totally tax-exempt organization is not permitted to carry on under the provisions of the United States Internal Revenue Code then in effect.

B. Application to Chapters

The principles set forth in the preceding section of this Article shall apply to each chapter of the Society, and each Chapter shall ensure the inclusion of these principles in its organizational papers and By-Laws as appropriate under local law.

ARTICLE XV.  DISPOSITION OF ASSETS UPON DISSOLUTION

Should the Azalea Society of America be dissolved, all of its assets and all income accrued thereon shall be distributed to the Maryland-National Capital Park and Planning Commission, to be applied specifically for the upkeep, support, benefit, and/or improvement of the McCrillis Garden, a property of the said Commission located in Bethesda, Maryland, and maintained for the use and benefit of the general public. If for any reason the foregoing disposition cannot be made, all the assets of the Azalea Society of America shall be distributed to the United States National Arboretum for the upkeep, support, benefit, and/or improvement of its azalea collection. If for any reason neither of the foregoing dispositions can be made, all of the assets shall be distributed to an organization or organizations (preferably devoted to the advance of horticulture) qualified as exempt under Section 501-(c)(3) of the United States Internal Revenue Code. Any assets not disposed of in the manner aforesaid shall be disposed of by a court of the District of Columbia having jurisdiction over such matters to such organizations as the said court shall determine.

ARTICLE XVI.  SEAL AND LOGO

The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have included thereon the name AZALEA SOCIETY OF AMERICA, INCORPORATED, and the words "Corporate Seal" and the date "1979". The Board may select and cause to be designed an appropriate logo for use on the Society's letterheads, publications, and elsewhere as it deems appropriate.

ARTICLE XVII.  PARLIAMENTARY AUTHORITY

The rules contained in Robert's Rules of Order shall govern all ASA meetings in cases to which they apply and where they are not inconsistent with the By-Laws of the Society.

Adopted by the membership at the annual meeting, June 16, 2001:

Joseph E. Schild, Jr, President
/S/________________________

John B. Brown, Secretary   S E A L
/S/________________________

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