By-Laws

The Initial Incorporators of NEBRASKA NATIVE PLANT SOCIETY adopt the following Bylaws.

OFFICES

1. The offices of the Corporation shall be at 201 C.Y. Thompson Library, University of Nebraska, Lincoln, Nebraska 68583-0717, and at such other places as the Board of Directors may determine.

MEMBERS

2. The corporation shall have two classes of members: individual members, who shall have voting rights, and corporate members, who shall not have voting rights. Any person or corporation who shall fulfill such requirements of membership as the Board of Directors may determine, shall be a member of the Corporation.

DUES

3. Individual and corporate dues shall be set on an annual basis by the Board of Directors at their annual meeting.

MEETINGS OF THE MEMBERS

4. Meetings of the members for the election of officers and directors shall be held at the offices of the Corporation or at such place as shall be stated in the notice of the meeting. The annual meeting of the members shall be held in April of each year on a date to be set by the Board of Directors. At each annual meeting the members shall elect the officers and at least three and no more than ten directors at large, each for a term of one year, or until a successor shall be elected, by plurality vote, and transact such other business as may properly come before the meeting.

5. At all meetings of the members, those members present and entitled to vote shall constitute a quorum for the transaction of business. Votes received by mail or e-mail will also be accepted.

6. If no record date is fixed by the Board of Directors, the date on which the notice of the meeting is mailed shall be the record date for the determination of members entitled to vote.

7 Written notice of the annual meeting shall be delivered, mailed, or e-mailed to each member entitled to vote at the address which appears on the books of the Corporation at least ten days prior to the meeting.

8. Special meetings for any purpose may be called by the President, a majority of the Board of Directors, or at the request in writing of one-fifth of the members entitled to vote. The request shall state the purpose of the meeting.

9. Written notice of any special meeting, stating the time and purpose of the meeting, shall be delivered, mailed, or e-mailed to each member entitled to vote at the address which appears on the books of the corporation, at least ten days prior to the meeting.

10. The act of a majority of the votes in the Corporation present at any meeting at which there is a quorum shall be the act of the Corporation, except as may otherwise be specifically provided by statute or these Bylaws.

DIRECTORS

11. The number of directors shall be at seven. The Board of Directors shall consist of the officers, one director from each congressional district and one director at large. The election of officers and directors shall be at the annual meeting of the members. Nominations for the Officers and other Board members shall come from within the membership. Any member is eligible for Board status. A director may be added or removed by two-thirds of the votes in the Corporation present at an annual meeting of the members or at a special meeting of the members if the proposed removal is contained in the notice of such special meeting. The Directors shall meet in person or by conference call no less than four times per fiscal year.

12. If the office of any Director shall become vacant for any reason, a majority of the remaining Directors, though less than a quorum, shall choose a successor who shall hold office until the next election of directors.

13. The property and business of the Corporation shall be managed by the Board of Directors.

14. Directors shall not receive any stated salary for their services, but expenses of attendance may be allowed for regular and special meetings of the Board of Directors. A director may serve the Corporation in any other capacity and receive compensation.

MEETINGS OF THE BOARD OF DIRECTORS

15. The Board of Directors shall meet immediately following the annual meeting of the members, and no notice of such meeting shall be necessary, if a quorum is present.

. 16. Notice will be given ten days in advance of any meetings of the board. The meetings will be held at different places around the state on a rotating basis.

17. Special meetings of the Board may be called by the President and shall be called at the written request of two directors.

18. Notice of any special meeting of the Board shall be given to each director, either personally or by mail, at least ten days prior to the meeting.

19. At all meetings of the Board, a quorum is present throughout the meeting if persons entitled to cast one-half of the votes on the board are present at the beginning of the meeting. The act of a majority of the directors present at any meeting, at which there is a quorum, shall be the act of the board, except as may otherwise be specifically provided by statute.

OFFICERS

20. The officers of the Corporation shall be elected by the members at the annual meeting and shall be a President,, Vice-President/President-Elect, and Secretary/Treasurer.

21. The Board may appoint other officers and agents, and delegate such authority as the board may determine.

22. The Officers of the Corporation shall hold office for one year or until their successors are elected. Any Officer elected by the Board of Directors may be removed at any time by the affirmative vote of a 2/3rds majority of the board. If any office becomes vacant, the board shall elect a successor who shall hold office until the next election of officers.

PRESIDENT

23. The President shall be the chief executive officer of the Corporation, preside at all meetings of the members and the board, establish committees, and carry out all orders and resolutions of the board.

24. The President and Vice-President shall execute conveyances of real estate and contracts, except when such authority is expressly delegated by the board to some other officer or agent of the Corporation.

VICE-PRESIDENT/PRESIDENT_ELECT

25. The Vice-President/President-Elect shall, in the absence or disability of the President , perform the duties and exercise the powers of the President, and shall perform such other duties as the board may prescribe.

SECRETARY/TREASURER

26. The Secretary/Treasurer shall attend all meetings of the board and all meetings of the members and record all votes and the minutes of all proceedings in books belonging to the Corporation. The Secretary/Treasurer shall give, or cause to be given, notice of all meetings of the member and special meetings of the Board, shall maintain the Society web site, post all votes and minutes to the web site, and shall perform such other duties as the Board or the President may prescribe.

27. The Secretary/Treasurer shall have the custody of the corporate funds, keep accurate accounts of receipts and disbursements in books belonging to the Corporation and deposit all monies in the name of the Corporation in such depositories as may be designated by the board.

28. The Secretary/Treasurer shall disburse the funds of the Corporation as determined by the board and shall file, at least annually, a report of all transactions and the financial condition of the Corporation.

NOTICES

29. Whenever, by these Bylaws, notice is permitted to be given by mail, notice shall be deemed to have been given when mailed.

30. A waiver of any notice, signed by the person entitled to such notice, at any time, shall be equivalent to the giving of such notice.

INDEMNITY

31. The Corporation shall defend and indemnify the directors and officers from all claims arising from the performance of their duties, except those involving willful misconduct or bad faith.

FISCAL YEAR

32. The fiscal year of the corporation shall be the calendar year.

AMENDMENTS

33. These Bylaws may be amended at any regular or special meeting of the members or the Board. Notice of the proposed amendment shall be contained in the notice of the special meeting.

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