History, Articles of Association and Bylaws
A BRIEF HISTORY
In 1977, Gerald Westfall contacted several orchid growers in the Kalamazoo area to begin a discussion of forming an orchid club. Finding a positive response, he, with several others, proceeded with the organization and developed the constitution and by-laws of the Kalamazoo Valley Orchid Society as it was then known. The goals of the society included the dissemination of orchid culture among the members and the fostering of interest in growing and blooming orchids among the general public through orchid displays and participating in orchid shows.
The officers of the Society consist of a president, vice-president (who is also program chairman), secretary, and treasurer, each elected for a two-year term. In addition, three Trustees are elected, each for a three-year term. The officers and Trustees constitute the Board of Directors, which has general charge and direction of the affairs and business of the Society.
The Society started with 42 charter members from southwestern Michigan and northern Indiana. Meetings began in 1978 and are held at 2:00 pm on the first Sunday of each month with the exception of July and August in which meetings are not held. The December meeting is a holiday party and the June meeting a picnic with the food provided by the members.
The first meeting place was the community room of Fidelity Federal Savings and Loan at the corner of West Main Street and Drake Road in Kalamazoo. It soon became evident that a larger and more suitable meeting place was necessary. The meetings were shifted to the Kalamazoo Garden Council House, then to the Kalamazoo Nature Center, then Kalamazoo Valley Community College and finally to the present meeting place at Bronson Athletic Club.
In 1985, members of the Dunes Orchid Society contacted the officers of the Kalamazoo Valley Orchid Society about merging the two societies. The merger took place in 1986 and the name became Dunes-Kalamazoo Orchid Society. The constitution and by-laws were appropriately amended.
In 2013, because of logistical issues, the society updated it’s name to Kalamazoo Dunes Orchid Society. The constitution and by-laws were appropriately amended. And in 2014, the society was granted 501(c) (3) non-profit status.
Meetings consist of presentations by members and outside speakers, as well as slide shows from the American Orchid Society and the Orchid Digest. Members are encouraged to bring their blooming plants for “show and tell” and plants for auction. Proceeds from the plant auction and annual dues provide the funds for the Society.
The Society has conducted two shows judged by the American Orchid Society and participates in shows organized by other local orchid societies, as well the Flowerfest in Kalamazoo and the show sponsored by the Kalamazoo Nursery and Landscape Association.
Written by Joe Kanamueller
ARTICLES OF ASSOCIATION
Article I: Name
The name of this society will be: Kalamazoo Dunes Orchid Society
Article II: Purposes
The Kalamazoo Dunes Orchid Society shall be a non-profit educational and scientific society, the purposes of which shall be:
- To increase and disseminate among its members and the general public a knowledge of, appreciation for, and improvement in the culture of orchids;
- To conduct periodic meetings for the discussion of orchids and their methods of culture;
- To participate in orchid shows and to develop displays where orchids may be shown to interested persons and to the general public for their appreciation and education;
- To carry on other non-profit activities which are incidental to the above provisions.
The Kalamazoo Dunes Orchid Society is organized exclusively for charitable and educational purposes under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. Kalamazoo Dues Orchid Society also relies on applicable state law.
Article III: Membership
Section 1. The members of this Society shall consist of persons generally from the Southern Michigan/ Northern Indiana area with an interest in orchid culture. Said persons shall have paid assessed membership dues for the year of membership and shall be classified as regular members. Regular members are eligible to hold office.
Section 2. Honorary members may be elected to the Society by a majority vote of the membership from persons distinguished in the orchid world, or from persons who have rendered outstanding service to the Society. Honorary memberships are for the duration of the life of the person so honored unless canceled by the subsequent action of the Board of Directors. Honorary members pay no dues nor shall they vote for or hold office.
Article IV: Officers
Section 1. The executive officers of this Society shall be a President, a Vice-President, a Secretary, and a Treasurer.
Section 2. These executive officers shall be elected by ballot except when the numbers of nominees does not exceed the number to be elected, in which case the election for that office may be by oral vote. Officers shall be elected at the November meeting of the Society and shall take office January 1 of the year following the election. The term of office shall be two years.
No member shall hold the same executive office for more than two consecutive terms.
Section 3. Three Trustees shall be elected by ballot vote. One trustee shall be elected annually at the November meeting except that at the November meeting of 1987, one shall be elected for a term of three years, one for a term of two years, and one for a term of one year. Commencing with the 1988 November meeting, one member shall be elected as a Trustee annually for a term of three years.
Section 4. The executive officers, trustees, and the immediate past president shall constitute the Board of Directors.
Article V: Meetings
Section 1. Meetings of the members shall be held monthly, except during June, July and August, on the first Sunday of the month with holiday or other conflicts resolved by moving the meeting date to the second Sunday of that month. Where conflicts cannot be resolved by moving the meeting date to the second Sunday of that month, the board agrees to notify the club of the scheduled date three months in advance whenever possible.
The time and place of the meetings shall be determined by the Board of Directors, and due notification shall be given to the members. At the meetings of the Society each regular member shall be entitled to one vote.
Ten regular members present shall constitute a quorum.
Section 2. Meetings of the Board of Directors shall be held as needed and at such time and place as the Board may determine, with a minimum of one meeting per calendar year.
Four Directors shall constitute a quorum.
Any Society member shall be allowed to attend meetings of the Board of Directors as a non-participant.
Section 3. Meetings shall be conducted in accordance with Roberts Rules of Order.
Article VI: Amendments
This constitution or the bylaws may be amended or repealed at any meeting of the Society by a vote of two-thirds of the regular members present, provided at least fifty percent of the regular members are in attendance and the proposal, clearly stated, has been sent in writing to the members at least sixty days prior to the vote.
Article I: Dues
The annual dues for regular members shall be determined by the Board of Directors with approval of the members. Said dues shall become payable on the first day of January for the ensuing year.
No dues are refundable except by the action of the Board of Directors. Dues paid September–December will also cover membership from time of payment through the following calendar year. Dues paid January–May will cover membership for the calendar year starting that January.
Any regular membership terminates if dues are sixty days in arrears, but the member may be reinstated upon payment of the accrued dues.
Article II: President
The duties of the President are:
- To preside at all meetings of the Society and Board of Directors;
- To see that the bylaws are enforced;
- To be an ex-officio member of all committees;
- To have the power to appoint chairmen and members of all standing and special committees; subject to the approval of the Board of Directors;
- To have general supervision over the affairs of the Society.
Two officers, with the approval of the President, shall sign all written contracts and obligations, unless otherwise provided by special vote of the Board of Directors. No contract shall be valid and binding on the Society unless so signed. All written contracts and all obligations in excess of three hundred and fifty dollars shall be submitted for membership approval at a monthly meeting before signature.
Article III: Vice-President
In the absence or disability of the President, the duties of the President shall be performed by the Vice-President. If the President and the Vice-President are absent from any meeting, the Secretary shall perform the duties of the President.
The Vice-President shall serve as Chairman of the Program Committee.
Article IV: Secretary
The duties of the Secretary are:
- To keep a true record of all meetings of the Society and of the Board of Directors;
- To conduct the correspondence of the Society and keep copies of the same;
- To keep a record of all members of the Society with the last known addresses;
- To keep a record of all members who subscribe to Orchid Digest and all members who are also a member of the American Orchid Society.
- To give notice of all meetings in accordance with these bylaws;
- To give notice for elections to office in the Society;
- To have general charge of the current and previous five-year records of the Society;
- To perform such clerical duties as requested by the President.
Article V: Treasurer
The duties of the Treasurer are:
- To collect all dues and receive all monies belonging to the Society and deposit these in the name of the Society in such financial institutions as designated by the Board of Directors;
- To disburse monies under the direction of the Board of Directors or under direction of any committee empowered by the Board of Directors to pay obligations for the Society;
- To mail all membership dues receipts upon collection of the dues and to keep the Secretary informed at all times of the status of the Society membership;
- To submit a report at each monthly meeting of the Society as to the receipts and disbursements of funds since the previous meeting of the Society;
- To submit an annual report to the Society at the January meeting of the following year.
The books and accounts shall be open to inspection by any Director and may be audited at the request of the Board of Directors.
Article VI: Directors
The number of Directors who shall constitute the whole board shall be eight: the President, the Vice-President, the Secretary, the Treasurer, the immediate past President, and three Trustees.
The Board of Directors shall have general charge and direction of the affairs and business of the Society, and the care and management of the Society’s funds and other property with the power to dispose of them as may be in the best interest of the Society, but only with the voted approval of the regular members.
Article VII: Removal from Office
Any officer or Trustee may be removed from office at any time by a majority vote of the remaining Directors at any meeting of the Board of Directors, if in their judgment, such Officer or Trustee, either by illness or any other cause, shall not have adequately attended to the duties of the office. Such removal must have the voted approval of the regular members by a majority vote at a monthly meeting of the Society.
Article VIII: Vacancies in Office
All vacancies among officers and Trustees shall be filled by the members of the Society as soon as is practicable by the voted nomination and election of said new officer or Trustee.
Article IX: Committees
Section 1. The Board of Directors shall appoint such committees as may be necessary to properly conduct of the affairs of the Society, and may delegate to such committees any of their powers.
Such committees shall furnish to the President a written report upon the completion of their assignment, or, in the case of a standing committee, at the end of the calendar year.
There shall be five standing committees: Program, Show, Web Site, AOS Representative and Library.
Except for the Program Committee, the committee chairman will be appointed by the Board of Directors.
Section 2. The Program Committee shall consist of the Vice-President of the Society, who acts as chairman, and one additional member. It shall be the duty of this committee to arrange a suitable program for each Society meeting.
Section 3. The Show Committee shall consist of two members. It shall be the duty of this committee to make all arrangements for and to oversee all of the Society exhibitions.
Section 4. The Web Site Committee shall consist of two members. It shall be the duty of this committee to maintain the Society Web site with current information, including calendar of events and newsletters.
Section 5. The American Orchid Society (AOS) Representative Committee shall consist of two members. It shall be the duty of this committee to educate members on the benefits of AOS membership and promote membership with the AOS.
Section 6. The Library Committee shall consist of two members. It shall be the duty of this committee to supervise and oversee the storage and lending of all books and other printed materials belonging to the Society, as well as the past records of the Society and the records of the Dunes Orchid Society and the Kalamazoo Valley Orchid Society.
Article X: Nominations and Elections
Section 1. Members wishing to run for office shall announce their intention at the October meeting.
Section 2. Election ballots shall be sent with the notification of the November meeting of the Society. The completed ballots may be mailed to the Secretary prior to this meeting or cast in person at this meeting. Any new officers or Trustees elected at the November meeting shall be invited to attend the December meeting of the Board of Directors.
Section 3. All officers, upon retiring from office, shall deliver to the newly-elected officers, all money, accounts, record books, papers, or other properties belonging to the Society.
Article IX: Financing and Distribution of Assets on Dissolution
The general plan for financing the Society shall be collection of dues, receipts of contributions, and orchid plant sales and auctions.
Upon dissolution of this organization, 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 public purpose.