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     By-Laws

Article  I Name
The name of this organization shall be the Land of Lincoln Water Gardening & Koi Society (herein referred to as Society).

Article II – Purpose 
The Society’s purpose shall be to promote, create, and enlarge the hobby of water gardening and keeping koi; to disseminate information about the above to the membership; to engage in educational and social activities related to our purposes; and to acquire and own such property as may be necessary for any or all of the foregoing purposes.

Article III – Objectives of the Land of Lincoln Water Gardening & Koi Society
Objectives of the Society are to share common interests about local water gardening and aquatic plants, koi and animals among members through informational meetings and exchanges, to provide an opportunity for members to visit and tour ponds and water features of all sizes, and to promote interest and knowledge about water gardening to the general public at large.    

Article IV – Membership
Section 1.  Membership in the Society shall be open to all persons and organizations having an interest in furthering the purpose and objectives of the Society as stated in these By-Laws.
Section 2.  Applications for membership shall be in writing and shall be accompanied by dues as specified in these By-Laws.  All applications for membership shall be acted on by the Executive Committee.
Section 3.  There shall be three (3) membership levels:
           Individual – An Individual member pays dues, has a single vote if present, may hold office and participate in the governance of the Society, and receives a single copy of any generally distributed publications.
          Family – A Family member pays dues, has up to two votes if adults (18 years of age or older) of the family are present, may hold office and participate in the governance of the Society if an adult, and receives a single copy of any generally distributed publications.
          Business – A Business member pays dues, has no voting rights, may not hold office or participate in the governance of the Society, is acknowledged in appropriate print and electronic media, and receives a single copy of any generally distributed publications.
Section 4.  Provisions may be made for associate members under 18 years of age, affiliate members from other organizations, and honorary members. These members pay no dues, have no voting rights, shall not hold office or participate in the governance of the Society, and receive a single copy of any generally distributed publications.
Section 5.  Members are encouraged to participate in all the activities of the Society subject to the applicable rules and regulations and to any additional limitations imposed by these By-Laws.
Section 6.  Membership shall not be transferable, and both membership and rights in the property of the society shall case and terminate upon death, withdrawal, expulsion, or other termination of membership in the Society.
Section 7.  Any member may voluntarily withdraw from the Society.
Section 8.  Membership in the Society may be terminated by written notice for violation of the By-Laws, non-payment of dues by more than three months, or for infractions determined by the Executive Committee to be detrimental to the Society or to any members of the Society. Terminated members may file a written petition (within two weeks of termination) to the Executive Committee, fully outlining their case for reinstatement. The Executive Committee shall consider this petition at their next Committee meeting and shall render a final verdict concerning termination within one week of that meeting.
Section 9.  Society members in good standing shall be given copies of these By-Laws.

Article V – Fiscal Year
The fiscal year and the year for the payment and collection of annual dues and the installation of new officers shall be the calendar year.

Article VI – Annual Dues
Section 1.  Annual dues for the three (3) membership levels are as follows:
                Individual – $20
                Family – $20
                Business – $50
Section 2.  Dues shall be payable to the Society via the Treasurer by mail or in person by the March meeting for the year. Members joining at other times shall make full dues payment at time of application for that present water gardening year.
Section 3.  Unpaid dues shall be considered delinquent after the March meeting, and membership may be terminated for delinquency of dues by more than three months.

 Article VII – Administration
Section 1.  The Society shall be governed by an Executive Committee made up of four (4) officers:  President, Vice-President, Secretary, and Treasurer.
Section 2.  The duties for each of these officers shall be the following:
          President – The President shall be the principal officer of the Society and shall exercise general supervision of the business, affairs, and property of the Society except such as shall be delegated by the President to others. The President shall preside at all meetings at which he or she is present, install the newly elected officers at the end of his or her term (or appoint someone to do so), and have the powers and perform the duties usually pertaining to the office or as may be delegated by the Executive Committee.
          Vice-President – The Vice-President shall perform all duties as may be assigned by the President or the Executive Committee. In the absence of the President or in the event of the President’s inability to perform the duties of the office, the Vice-President shall assume the powers of and be subject to the restrictions of the President. The Vice-President shall be designated as the President-Elect and shall become President at the next election of the Executive Committee.
          Secretary – The Secretary shall be responsible for keeping accurate and complete minutes of all regular and special meetings of the Society and meetings of the Executive Committee, and shall keep and file all records pertaining to the Society. The Secretary shall answer correspondence under the supervision of the President. The Secretary shall be responsible with the Treasurer for the custody of the membership rolls and for the distribution and collection of membership applications. The Secretary shall have the powers and perform the duties usually pertaining to the office or as may be delegated by the Executive Committee.
          Treasurer – The Treasurer shall collect, record, and care for all funds and financial papers of the Society, arrange for an annual financial audit, and assist in the preparation of the annual budget. The Treasurer shall be responsible with the other officers of the Executive Committee for disbursing funds belonging to the Society by check and shall prepare all reports, exhibits, and tax returns as required by local, state and Federal governments. The Treasurer shall have the powers and perform the duties usually pertaining to the office or as may be delegated by the Executive Committee.
Section 3.  Candidates for the offices of the Executive Committee for the initial year of the Society shall be active members in good standing (dues-paying individual and family membership levels) appointed by the founding Society members.
Section 4.  For subsequent years of the Society, the previous Vice-President shall assume the role of President, and candidates for all other offices of the Committee shall be eligible active Society members nominated by active Society members.
Section 5.  Nomination of candidates for applicable offices of the Executive Committee shall take place during the August general meeting of the Society. These names shall be made available by the Executive Committee to all Society members via appropriate print or electronic media before the September general meeting of the Society.  
Section 6.  Voting for officers of the Executive Committee shall take place during the September general meeting of the Society by an actual count of hands or by secret ballot (if two or more candidates are nominated for a particular office) of Society members present in good standing. A simple majority vote shall be required for election to each office.
Section 7.  If an office of the Executive Committee remains open following voting at the September general meeting, then the retiring Executive Committee shall endeavor to retain a prior officer or recruit a Society member or consolidate officer responsibilities to fill the position.
Section 8.  Newly elected officers shall take office and shall preside over the first Committee and/or general and special meetings in October.  
Section 9.  The terms for the officers of the Executive Committee shall be for two years.
Section 10.  Officers of the Executive Committee are limited to two consecutive terms in the same position.
Section 11.  Officers of the Executive Committee who fail to uphold the purpose of the Society or have been found negligent in their duties or who have been consistently absent from Executive Committee meetings may be removed by a simple majority vote of Society members at a regular general or special meeting.
Section 12.  A vacancy in the President office during a term shall be filled by the Vice-President. Vacancies in other offices of the Executive Committee that occur during a term shall be filled for the balance of that term by a Society member determined by a majority approval of the rest of the officers of the Executive Committee.
Section 13.  There shall be at least one Executive Committee meeting in each of the active months of pond gardening (February through October). The date, time, and place of these meetings shall be determined by a majority of the officers of the Committee.
Section 14.  A quorum at an Executive Committee meeting shall consist of three (3) officers of the Committee.
Section 15.  A simple majority of votes at an Executive Committee meeting shall be required for all actions of the Committee.
Section 16.  The Executive Committee shall have complete power to manage the business of the Society, to raise funds, and to perform all other necessary functions.
Section 17.  The Executive Committee shall appoint such committees as are necessary for the functioning of the Society.
Section 18.  Decisions or actions of the Executive Committee may be overruled by a two-thirds (2/3) majority vote of the Society’s membership, either in person or by absentee ballot.
Section 19.  No officer of the Society shall be liable for the acts, defaults, or neglect of any other officer, or for any loss sustained by the Society, unless such loss results from willful misconduct, willful neglect, or actual negligence of the particular officer sought to be charged with the liability.

Article VIII – Functional Committees
Various functional committees shall be established by the Executive Committee to execute the work of the Society; and may include (but are not restricted to) membership, nominating, program, hospitality, electronic editing, and financial audit. All terms for members of functional committees shall be for one year. Chairpersons of these committees shall be appointed by the President, subject to the approval of the Executive Committee. All committees shall operate under the direction and approval of the Executive Committee.

Article IX –General and Special Meetings
Section 1.  There shall be one general meeting of Society members in each of the active months of local water gardening (February through October). The date, time, and place of these general meetings shall be determined by the majority of the officers of the Executive Committee. With any change in a regular meeting date, time, or place, Society members will receive advance notice at a prior general meeting, or via appropriate print and/or electronic media, or other notice.
Section 2.  The Executive Committee may call special membership meetings at a date, time, and place of their choosing if announced at a prior general meeting or via appropriate print and/or electronic media or other notice to Society members. Notice of a special meeting shall include a summary of the business to be conducted at that meeting.
Section 3.  A quorum at a general or special meeting shall be ten (10) percent of the total membership and at least five (5) individuals. 
Section 4.  Robert’s Rules of Order shall govern all procedural questions arising at general and special meetings, when they are applicable and when they are not inconsistent with these By-Laws.
Section 5.  Voting at a Society general or special meeting shall be by voice vote or by an actual count of hands of active members only.  A simple majority of votes is required for approval of general business of the Society’s meetings

Article X – Minutes
Minutes shall be taken at all meetings of the Society by the Secretary or someone appointed by the President. Minutes will be kept by all committees and will be the responsibility of the chairperson of that committee. Copies of all minutes shall be kept by the Secretary and made available upon request to any active Society member.

Article XI – Finances
Section 1.  The Society shall determine membership categories and collect dues from each member and affiliate in accordance with these By-Laws and applicable rules and regulations. The amount of and any changes in dues shall be established by the Executive Committee.
Section 2.  The Society may raise funds by other means proposed by the Executive Committee provided such means are consistent with local, state and Federal laws.
Section 3.  The Society may acquire real and intangible property, including equipment, literature and other materials for use by and on behalf of the membership. Generally accepted accounting practices shall be used to account for all assets.
Section 4.  All financial transactions shall be made by duly authorized officers of the Executive Committee. The writing of checks up to $1,000 shall require the signature of one (1) Executive Committee officer; whereas, check denominations greater than $1,000 require signatures of two (2) Executive Committee officers.
Section 5.  A monthly report of all financial activities of the Society shall be made by the Secretary and presented to the Executive Board for approval before presentation at the next general meeting.
Section 6.  The Executive Board shall appoint an auditing committee. This committee shall consist of at least one member of the Society who is not currently an Executive Board member. Such committee shall review with the Secretary and Treasurer the membership and funds of the Society in the month of November immediately following the last meeting of the year, and make its report in February at the first meeting of the following year.

Article XII – Property Rights and Dissolution of Society
Section 1.  The property of this Society is irrevocable; dedicated to the purpose and objectives of the Society as outlined in Article I of the Articles of Association of the Society and Articles II and III of these By-Laws.
Section 2.  In the event of dissolution of the Society, assets remaining after meeting outstanding liabilities shall not revert to the possession of the membership but shall be assigned to other suitable non-profit organization(s) whose aims and purposes are similar to those of the Society as determined by the Executive Committee. No part of any net earnings or assets of the Society shall inure to the benefit of any member or individual.

Article XIII – Amendments to the By-Laws
Section 1.  Amendments to these By-Laws may be proposed either by the Executive Committee or by a petition of ten (10) percent or more of the Society’s members in good standing.
Section 2.  A period of debate and discussion shall be provided for proposed amendments.
Section 3.  Adoption of the amendments shall require a two-thirds (2/3) vote of membership present at a Society meeting, provided that notice of the general or special meeting and the full content of the amendment(s) shall have been provided to the membership prior to the date at which the vote will be taken.
Section 4.  Adopted amendments to the Society’s By-Laws shall be distributed via print and/or electronic media to all active Society members and made available to all prospective members.

Article XIII – Ratification of By-Laws and Adoption of Amendment(s)
The date of ratification of these By-Laws and the date(s) of any new amendment(s) shall be affixed to this document immediately below.

Ratification: October 29, 2009

Amendment: Article VII (Administration) Section 9 to be changed from "The term of the Executive Committee shall be for two(2) years." to "The terms for the officers of the Executive Committee shall be for one (1) year."

Approved: September 18, 2011

Amendment: Article 1 (Name) "The name of the organization shall be Land of Lincoln Water Gardening Society (herein referred to as Society)." shall be changed to "The name of the organization shall be Land of Lincoln Water Gardening and Koi Society (herein referred to as Society)."

Approved: March 24, 2014

Amendment: Article VI (Annual Dues) Section 1 "Annual dues for the three (3) membership levels are as follows: Individual $20; Family $25; Business $50" shall be changed to "Annual dues will be $20 per household."

Article IX (General and Special Meetings) Section 1 "(February through October)." shall be deleted.

Approved March 26, 2015

 

  

 

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