By-Laws

ARTICLES OF ORGANIZATION
TEXAS AQUATIC PLANT MANAGEMENT SOCIETY
ARTICLE I – NAME
Section 1. The name of this Society shall be the TEXAS AQUATIC PLANT
MANAGEMENT SOCIETY.
ARTICLE II – TERRITORY
Section 1. The Texas Aquatic Plant Management Society shall include all of the
State of Texas.
ARTICLE III – LOCATION
Section 1. The headquarters of the Society shall be the address designated by the
Board of Directors.
ARTICLE IV – OBJECTIVES
The objectives of this Society shall be:
Section 1. To provide a common forum in which to meet, discuss, exchange ideas
and information, and to assist all aquatic plant managers including private,
commercial, professional, especially as they relate to Texas
circumstances. To assist research scientists, legislators, planners, state
and federal governmental agencies, lawyers, engineers, educational
institutions, students and others concerned with achieving goals in
accordance with the general aims of this Society.
Section 2. To encourage and assist in:
a. Protection and improvement of water quality and aquatic
ecosystems in the State, and upgrading the aquatic
ecosystem in general.
b. Gathering and making available to supervisory and field
personnel the most advanced information in all methods of
aquatic plant management.
c. Making available to the media, accurate information for the
education of the public as to the need, safety, advantages,
and limitations of aquatic plant control.
d. Encouraging the growth and development of appropriate
aquatic vegetation to enhance aquatic habitat, water quality,
aesthetics and other environmental and socio-economic
values.
e. Development, recommendation and support of legislation
and administrative rules and regulations beneficial to the
aquatic plant management discipline.f. Research and development of aquatic plant management
techniques.
g. Research in the value of plants in the aquatic ecosystem.
h. Cooperation with other organizations as may be useful to the
aims of this Society.
Section 3. The Texas Aquatic Plant Management Society is organized exclusively for
educational and scientific purposes, including, for such purposes, the
making of distributions to organizations that qualify as exempt
organizations under section 501 (c) (5) of the Internal Revenue Code, or
corresponding section of anyfuture federal tax code.
ARTICLE V – MEMBERSHIP/SPONSORSHIP
Section 1. There shall be two classes of Society membership and a corporate
sponsoship.
Part 1. Active Membership:
A person who is involved in operation, sales, consulting, research,
regulation or has an interest in programs relative to aquatic plant
management shall become an active member of this Society upon
payment of dues. This member may vote, hold office, and enjoy all
privileges of Society membership.
Part 2. Student Membership:
While students may certainly join the society as active members, a
special Student membership shall be offered to those individuals
actively enrolled in a full time college level study of aquatic plants,
or related types of college level studies approved by the Board of
Directors. Dues shall be one-half that of Active members. Student
members shall receive all publications of the Society, may serve on
committees, but may not vote in elections or business meetings or
hold office.
Part 3. Those eligible for Corporate sponsorship shall include those
corporations, firms, businesses or agencies involved in aquatic
plant management through product development, marketing or
application as well as to corporations, firms, businesses or
agencies dependent upon such products and services. The cost of
Corporate sponsorship shall be determined annually by the officers
and board of directors as appropriate for the benefits derived from
said sponsorship. Benefits are also to be determined annually by
the officers and board of directors of the Society.
Section 2. Membership in this Society shall be terminated (a) when dues are sixty
days in arrears, (b) upon failure to meet membership qualifications, (c)
removal by the Board of Directors, or (d) voluntary resignation.
ARTICLE VI – OFFICERS
Section 1. Officers of the Society shall be:
(a) President
(b) President Elect(c) Treasurer
(d) Secretary
(e) Editor.
Section 2. The President: The President shall preside at all Annual Business and
Board meetings; shall, in consultation with the Board of Directors, appoint
all committee chairs, and shall perform all other duties incidental to the
office. The President shall prepare, in collaboration with the Secretary, an
annual report of the Society’s activities to be presented to the Annual
Business Meeting of the Society, including a report of each Board
meeting.
Section 3. The President Elect: The President Elect shall perform the duties of
President when the latter is absent and other duties as may be assigned
by the President or Board of Directors, and shall succeed the President.
Section 4. Treasurer: The Treasurer shall be custodian of all dues and funds of the
Society, pay all bills authorized by the Board of Directors, and at the
annual meeting give a true and complete report of the financial status of
the Society .The Treasurer shall deposit all receipts in a bank designated
by the Board, and the Treasurer’s signature or the signature of the
President or President-Elect shall be authorized on Society checks. An
annul audit of the books shall be made, and a report of the audit
presented to the Society membership prior to the annual business
meeting.
Section 5. Secretary: The Secretary shall keep minutes of all meetings, mail out
minutes and notices as directed by the Board, and perform all duties
usually associated with the office.
Section 6. Editor: The Editor shall prepare official publications of the Society. Upon
request the Editor shall assist contributors to prepare papers suitable for
presentation at the annual meeting.
Section 7. Officers will serve for one year or until their successors have been duly
installed. The President may not succeed himself. All other officers and
directors may succeed themselves. An individual elected to the office of
Secretary or Treasurer shall not serve for more than a total of three
consecutive years. The Editor may serve an unlimited number of one year
terms, subject to election by the membership. Officer’s terms shall begin
on January 1.
Section 8. Society officers and directors shall be selected from the Society’s active
members.
Section 9. The Society officers and directors shall be nominated by a nominating
committee. The committee shall attempt to nominate at least two
candidates for each Officer and Board position to be elected in the given
year. In addition, nominations may be submitted to the committee by the
general membership. Candidates must receive a plurality of the votes cast
to be elected to the office for which they were nominated.
Section 10. Election of officers and directors will be by secret ballot from the voting
members at the Annual Business Meeting of the Society.ARTICLE VII – BOARD OF DIRECTORS
Section 1. The Board of Directors shall be active members in good standing with the
Society and shall consist of the Society officers and Immediate Past
President and five (5) directors-at-large serving staggered terms of two (2)
years each with three (3) directors (of whom 2 must be Texas residents)
elected during even numbered years and two (2) directors (one of whom
must be a Texas resident) elected during odd numbered years. In the
event that two or more non-resident director-candidates receive more
votes than any resident director-candidates, only that non-resident
director-candidate with the most votes will be seated on the Board of
Directors.
Section 2. The Board of Directors shall manage the affairs of the Society including
administration, program development and supervision of financial affairs.
The Board of Directors shall meet as often as once per quarter as deemed
necessary by the President. Any or all of these meetings may be
accomplished electronically. A full report of all Board meetings shall be
presented to the membership at the annual business meeting.
Section 3. Grounds for removal from the Board of Directors are 1) a member who
becomes not in good standing with the Society, or 2) a member who is
absent for more than half of the scheduled board Meetings without
requesting a proxy, or 3) a member who is absent from 4 consecutive
meetings not excused by the Board. In the event a vacancy develops on
the Board of Directors, the remaining members of the Board shall be
authorized to appoint someone to fill the vacancy for the unexpired term.
Section 4. Fifty percent (50%) participation of the Board of Directors shall constitute a
quorum for all physical or technology-based meetings and action-item
discussions. A majority vote of board members present or responding
during such legally constituted meetings and action-item discussions shall
decide all matters not otherwise specified in these by-laws.
ARTICLE VIII – COMMITTEES
Section 1. Chairpersons of the following committees shall be appointed each year by
the President of the Society with the advice of the Board of Directors. The
duties of these committees shall be as indicated.
1. Auditing committee:
To audit the accounts of the Society annually and certify the results
of the audit to the annual business meeting.
2. Membership and Publicity Committee:
To promote the Society and to recruit new members. The President
Elect shall chair the committee.
3. Nominating Committee:
To nominate qualified candidates for the
offices of the Society in accordance with the provisions of Article VI,
Sections 7, 8, and 9.
4. Program Committee:
Will develop and implement the annual meeting program.5. Governmental Affairs Committee
Shall:
(a) Acquaint themselves with all pending legislation of
administrative rules directly or materially affecting aquatic
plant management and convey such information to the Editor
for dissemination to the members.
(b) Collaborated with other organizations, to provide Legislators
or Congressmen with information and assistance on matters
directly or materially affecting aquatic plant management.
(c) Perform special assignments as directed by the President or
Board of Directors.
6. Awards Committee:
Will handle matters relating to the selection and presentation of
awards by the Society.
7. Site and Local Arrangements Committee: To arrange for the site
and associated physical requirements of the Society’s annual
meeting.
8. Editorial Committee:
To assist in the preparation of the Society’s official publications.
The Editor will chair this committee.
9. Past Presidents Advisory Committee:
A Committee composed of all Past Society Presidents will serve as
directed by the current President and Board of Directors.
10. Website Committee:
To assist in the preparation of the Society’s official website.
Section 2. Members of standing committees shall serve until the close of the
calendar year and shall be eligible for reappointment.
Section 3. Special committee chairs shall be appointed by the President with the
advice of the Board of Directors. Special committees shall serve until their
duties are accomplished, but may be dissolved upon a majority vote at
any meeting of the Board of Directors. The Board of Directors shall
determine the scope of special committee functions.
Section 4. No committee shall expend funds of the Society unless authorized by the
Board of Directors.
ARTICLE IX – MEETINGS
Section 1. There shall be an annual Society business meeting to be held at a time
and place chosen by the Board of Directors. The Secretary shall notify the
Society membership by letter, or in the Newsletter, of the exact date and
place at least sixty (60) days in advance of the annual or other meeting.
Special meetings of the Society Membership shall be called by the
President upon written petition of not less than twenty-five percent (25%)
of the society members in good standing; or, may be called when, in the opinion of the President or Board of Directors, there is business which
should be brought before the membership for action prior to the next
regular meeting. At least fifteen (15) days advance notice must be given of
any special meeting.
Section 2. Any Society business which may properly come before the Society
membership may be discussed and acted upon at the annual or special
meeting of the membership. Only that business may be discussed or
acted upon at a special meeting of the membership which has been
announced by written notice sent by the Secretary or announced in the
Newsletter to the members.
Section 3. The annual Society business meeting may legally function with the voting
members present, provided notice of the meeting has been given as
described in Section 1 of Article IX. Decisions shall be made by a majority
of members present at a legally constituted meeting.
Section 4. The order of business and all parliamentary procedures at any meeting
shall be in accordance with Robert’s Rules of Order, except where they
may conflict with the By-Laws of the Society.
ARTICLE X – DUES AND FUNDS
Section 1. Annual dues for active, associate, student and corporate members shall
be as established by the Board of Directors and ratified by a plurality of
the members voting. Dues are payable on or before the first day of
January to the Treasurer of the Society.
Section 2. No part of the net earnings of the Society shall inure to the benefit of, or
be distributable to its members, trustees, officers, or other private persons,
except that the corporation shall be authorized and empowered to pay
reasonable compensation for services rendered and to make payments
and distributions in furtherance of the purposes set forth in Article IV
hereof. No substantial part of the activities of the Society shall be the
carrying on of propaganda, or otherwise attempting to influence
legislation, and the Society shall not participate in, or intervene in
(including the publishing or distribution of statements) any political
campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provision of these articles, the Society shall not
carry on any other activities not permitted to be carried on (a) by a
corporation exempt from federal income tax under 501 (c) (5) of the
Internal Revenue Code, or corresponding section of any future federal tax
code, or (b) by a corporation, contributions to which are deductible under
section 170 (c) (2) of the Internal Revenue Code, or corresponding section
of any future federal tax code.
ARTICLE XI – FISCAL YEAR
Section 1. The fiscal year of the Society shall be January 1 through December 31.ARTICLE XII – DISSOLUTION
Section 1. This Society may be dissolved by a majority vote of the membership
through mail balloting.
Section 2. Upon the dissolution of the Society, assets shall be distributed for one or
more exempt purposes within the meaning of section 501 (c) (3) of the
Internal Revenue Code, or corresponding section of any future federal tax
code, or shall be distributed to the federal government, or to a state or
local government, for a public purpose. Any such assets not so disposed
of shall be disposed of by the District Court of the county in which the
principal office of the Society is then located, exclusively for such
purposes or to such organization or organizations, as said Court shall
determine, which are organized and operated exclusively for such
purposes.
ARTICLE XIII – BY-LAW AMENDMENT
Section 1. These By-Laws may be amended by a two-thirds vote of members
present at any legally constituted Annual Business Meeting provided that
in every case written notice of consideration of a change, and a copy of
the proposed change shall be sent to each member no less than sixty (60)
days prior to the meeting.
Section 2. Changes in the By-Laws may be initiated by (a) a majority vote of the
Board of Directors, or (b) a petition signed by not less than twenty-five
percent (25%) of the active members. Such petition shall be presented to
the Secretary who shall determine whether petitioners are qualified. If the
petition is found to be in good order, the Secretary shall forward the same
to the Board of Directors for processing.
ARTICLE XIV – SOCIETY SCHOLASTIC ENDOWMENT
Section 1. The Texas Aquatic Plant Management Society Scholastic Endowment
shall be used to encourage and enhance student participation in the
Society.
Section 2. The Texas Aquatic Plant Management Society Scholastic Endowment
fund shall be maintained in a separate account administered by the Board
of Directors and shall only be used to support scholarships and student
activities in the Society. Expenditures shall be made following the
recommendation by the Student Affairs Committee and approval of the
Board of Directors.