BYLAWS OF THE FLORIDA CARIBBEAN CHAPTER OF THE AMERICAN BAMBOO SOCIETY

I. NAME

The name of this organization is The Florida Caribbean Chapter of the American Bamboo Society.

II. PURPOSE

The purpose of the Chapter shall be to promote knowledge and interest in plants compromising of the Tribe Bambuseae, Family Poaceae (syn. Gramineae); to present educational programs about bamboo, including meetings, classes, and publications; to encourage the growth and propagation of bamboo by botanical gardens; to aid in the importation and quarantine of bamboo according to the USDA guidelines; to provide support facilities where records, books, publications and other pertinent information will be made accessible to the Chapter's members and to the general public; to engage in and encourage such projects and research as may further the best interests of the community and the objectives of the Chapter; to cooperate with other organizations, foundations, and institutions in the furtherance of its objectives and interest in the knowledge of bamboo.

III. MEMBERSHIP

3.1 MEMBERS
Active membership shall be open to anyone who has a genuine interest in bamboo and subscribes to the purposes and policies of this Chapter.
Memberships shall not be restricted on the basis of race, religion, sex, or national origin. Membership classifications shall be determined by the Board of Directors. All applications for membership shall be submitted to the Treasurer and accompanied by dues.

3.2 RIGHTS
Memberships are non-transferable. Each member is entitled to one vote and shall be entitled to examine Chapter records and attend meetings of the Board of Directors, but without voting rights on the board.

3.3 ATTACHMENT
Members are not subject to attachment. There is no provision for proxy voting.

3.4 TERMINATION
Any member may terminate his or her membership voluntarily. Any member who fails to pay dues by March 1 may be dropped from the roster. Membership may also be terminated for just cause by a majority vote of the Board of Directors. Membership may be reinstated at sometime in the future by a majority vote of the Board of Directors.

IV. DIRECTORS

4.1 BOARD OF DIRECTORS
The Florida Caribbean Chapter of the American Bamboo Society shall be governed by an elected Board of Directors composed of seven members who shall be in good standing for a minimum of one (1) year and whose primary chapter is the The Florida Caribbean Chapter of the American Bamboo Society.

4.2 ELECTIONS AND TERMS
Directors shall serve for a term of three (3) years. Terms shall be staggered, the existing Directors shall draw lots to determine who shall initially run for election and who shall serve one (1) or two (2) years at a three (3): two (2): two (2) ratio. Two (2) alternate Directors may be elected/appointed if deemed necessary by the Board of Directors, alternates shall serve one (1) year. Elections will be held by mail ballot.
Terms shall begin at the close of the Fourth Membership meeting of the year at the conclusion of a mail ballot.

4.3 POWERS AND DUTIES
The Board of Directors shall have the following duties: to elect officers annually from the membership; to establish policies, bylaws, and goals; to direct business, educational, and social affairs of the Chapter; to authorize expenditures of funds; to establish such standing and temporary committees as it deems necessary to ensure the proper functioning of the Chapter.

4.4 DELEGATION OF AUTHORITY
The Board of Directors may grant authority to designate officers to take action on certain matters without the approval of the Board of Directors.

4.5 MEETINGS
The Board of Directors shall meet a minimum of three (3) times a year at the call of the President.

4.6 TELEPHONE MEETING
The Board of Directors is authorized to conduct special meetings and to conduct emergency meetings by telephone conference calls or other remote or electronic means.

4.7 QUORUM
Four (4) Directors shall constitute a quorum.

4.8 ABSENCES
In the event that a quorum is not present, an alternate or alternates may temporarily assume the powers and duties of the absent board member to complete a quorum, but shall not assume the office of any board member.

4.9 VACANCIES
Vacancies on the Board of Directors shall be filled by the first and second alternates in order, and thereafter through by appointment by the Board of Directors from the general membership. Any such replacement shall be for the un-expired term of the Board member being replaced and shall include all powers and duties of full Board membership.

4.10 REMOVAL
Directors and alternates shall be subject to removal from the Board for just cause by a two-thirds (2/3rd) vote of the Board.

4.11 AUDIT
The Directors shall appoint an Auditing Committee who shall audit the Treasurer's accounts at the end of the Treasurer's term/change of Treasurer personnel or at the demand of the Board of Directors.

V. MEMBERSHIP MEETINGS

5.1 REGULAR MEETINGS
Regular meetings of the Chapter shall be held quarterly at dates set by the Board of Directors with notice sent to the membership prior to the scheduled meeting date.

5.2 ANNUAL BUSINESS MEETING
The regular meeting to held annually shall be known as the Annual Business Meeting and shall be for the purpose of installing new officers, and other business that may arise. The meeting shall be held every November, at a specific date, time, and place, to be announced by the Board of Directors and/or announced in the preceding quarterly newsletter.

5.3 QUORUM
A quorum for a membership meeting shall consist of 20% of the current listed general membership; a quorum for voting on a mail ballot sent by the Board of Directors shall be the total number of returns of said ballots within the specified time limit (posted on that ballot) from the general membership.

VI. ELECTIONS

6.1 NOMINATIONS A nominating committee of no less than two (2) members shall be appointed by the Board of Directors, It shall be the duty of the Nominating Committee to nominate candidates for the vacant Board positions to be filled. Nominations must have nominees consent.

VII. GENERAL

8.1 PARLIAMENTARY AUTHORITY
All membership meetings and all meetings of the Board of Directors shall be conducted in accordance with Robert's Rules of Order insofar as they are not inconsistent with these bylaws.

8.2 FISCAL YEAR
The fiscal and dues year of the Chapter shall be 1 January to 31 December.

8.3 AMENDMENTS
a. These bylaws may be amended by the general membership by mail ballot.
b. The Board of Directors, by a majority vote, may enact amendments which shall remain in effect only until the next Annual Business Meeting.

8.4 DISTRIBUTION OF INCOME AND ASSETS
No part of the gross receipts or income shall be distributed to any member or officer, except in the form of reimbursement for expenditures made on behalf of the organization. All of the Chapter's funds shall be utilized for the furtherance of its purposes, and upon its dissolution, a determination shall be made by the directors or members of the distribution of any remaining assets, which assets shall be distributed solely to non-profit organizations recognized under provisions of 501(c)3 of the Internal Revenue Code as the governing law.

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