Bylaws of the North American Sarracenia Conservancy
An IRS 501(c)(3) Nonprofit Corporation (EIN 20-5927625) Registered in Nebraska
ARTICLE I - Corporate Name and Offices
NORTH AMERICAN SARRACENIA CONSERVANCY, (the Corporation), is a Nebraska nonprofit corporation. The Corporation has its principal office in Hastings, Nebraska. The Corporation may have such other offices within or outside the State of Nebraska as the Board of Directors may, from time to time, determine necessary or appropriate.
ARTICLE II - Registered Office and Registered Agent
The Corporation shall have and continuously maintain in the State of Nebraska a Registered Office, which may be, but need not be, the same as its principal office, and a Registered Agent, whose business office shall be identical with such Registered Office, as required by Section 21-1934 of the Nebraska Revised Statutes. The Board of Directors may change the Registered Office or change the Registered Agent, or both, upon filing in the office of the Nebraska Secretary of State a statement setting forth: (1) the name of the Corporation; (2) the street address of its current Registered Office; (3) if the Board of Directors has changed the street address of the Corporation’s Registered Office, the street address of the new Registered Office; (4) the name of its current Registered Agent; (5) if the Board of Directors has changed the Corporation’s Registered Agent, the name of its successor Registered Agent and the new Registered Agent’s written consent (either on the statement or attached to it) to the appointment; (6) that the street address of its Registered Office and the street address of its Registered Agent, as changed, will be identical; and (7) that the Board of Directors authorized such change and the date on which Board of Directors approved the resolution authorizing such change. The Corporation shall execute such statement by its President, Secretary or Treasurer and shall deliver such statement to the Nebraska Secretary of State.
ARTICLE III - Purposes
The Corporation is organized exclusively for charitable, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax code. More specifically it is to serve as a living record of the taxonomic, morphological and genetic diversity of the genus Sarracenia, and possibly other endangered carnivorous plants, for purposes of conservation, cultivation and, if possible, reintroduction into a natural habitat. In this way the corporation will benefit the public.
ARTICLE IV - Members
Section 4.01. Classes.
There shall be two classes of members: Corporate and Individual.
Section 4.02. Qualifications.
Membership may be granted to any individual or corporation that supports the mission and purposes of the organization, and who pays the annual dues as set by the Board of Directors. Members shall have no voting rights except those established in Section 6.02 for the purpose of electing the Board of Directors.
Section 4.03. Termination of Membership.
The Board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues.
Section 4.04. Resignation.
Any member may resign by filing a written resignation with the Secretary; however, such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid.
Section 4.05. Dues.
Dues for members shall be established by the Board of Directors.
Section 4.06. Meetings.
The annual meeting shall be held in January, beginning in the year of 2005 and then each January thereafter. A minimum of 10% of the members present in person or by proxy shall constitute a quorum for transaction of business at the annual meeting. Meetings may be called by the Chairperson or at the request of at least 10% of the members by notice mailed, telephone, email, or telegraphed to each member not less than thirty (30) days before such meeting.
ARTICLE V - Board of Directors
Section 5.01. General Powers.
The Board of Directors of the Corporation shall manage the affairs of the Corporation.
Section 5.02. Number.
The Board of Directors shall consist of 12 (twelve) Directors. The Directors may increase or decrease the number of Directors from time to time by amendment to these Bylaws as provided in Article XI; but in no instance shall the number of Directors be less than 4 (four). No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director.
Section 5.03. Term of Office.
The Directors in office on October 2, 2006 shall continue to serve until the 2007 annual meeting of the Board of Directors, at which time the Directors shall elect their successors as provided in Article V, Section 4 of these Bylaws. Each Director shall hold office for a period of one year and until the annual meeting of the Board of Directors of the Corporation at which the Directors shall elect their successors and until his or her successor shall become qualified.
Section 5.04. Election.
The Directors, other than the Directors constituting the initial Board of Directors, shall be elected annually by a majority vote of the members present at the annual meeting.
Section 5.05. Annual Meetings.
The Board of Directors shall hold an annual meeting each year. The Board of Directors shall set the date, time and place for such meeting and shall give notice just as notice is given for special meetings in Article V, Section 8, Subsection b below.
Section 5.06. Regular Meetings.
The Board of Directors may hold regular monthly meetings at such time and place as the Board of Directors shall, by resolution of the Board of Directors, determine. The Board of Directors may hold regular meetings without notice other than such resolution.
Section 5.07. Special Meetings.
The President or any three members of the Board of Directors or the Executive Committee may call a special meeting of the Board of Directors. The person or persons authorized to call special meetings of the Board may fix the date, time and place of such meeting.
Section 5.08. Notice of meetings.
a. In General – Any Director may waive notice of any meeting of the Board. The attendance of a Director at any meeting of the Board shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
b. Special Meetings – The Secretary shall give notice of any special meeting of the Board at least 3 (three) days prior to such meeting either by delivering such notice personally or sending such notice by mail, or e-mail, or other comparable method to each Director at his or her address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board need be specified in the notice or waiver of notice of such meeting.
Section 5.09. Chair.
The President, or in the President’s absence, the Vice President, Secretary or Treasurer (in this order), shall preside at all meetings of the Board of Directors.
Section 5.10. Quorum.
A majority of the Directors at any meeting shall constitute a quorum for purposes of transacting any business of the Corporation, but in no event shall a quorum consist of less than one-third of the number of Directors in office or two Directors.
Section 5.11. Manner of Acting.
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Nebraska Nonprofit Corporation Act, the Articles of Incorporation or these Bylaws require the vote of a greater number of Directors.
Section 5.12. Compensation.
Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, the Corporation may pay the Directors’ expenses of attendance, or reimburse Directors for reasonable expenses, if any, for the attendance at each annual, regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving reasonable compensation therefor.
Section 5.13. Informal Action by Directors.
Any action the law requires to be taken at a meeting of Directors, or any action that may be taken at a meeting of Directors, may be taken without a meeting if all of the Directors sign a consent in writing, setting forth the action so taken. Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any articles or documents filed with the Nebraska Secretary of State.
Section 5.14. Resignation.
A Director may resign, and the vacancy on the Board of Directors created by the resignation shall be filled in accordance with these Bylaws.
Section 5.15. Absences.
A Board member shall be considered to have resigned from the Board of Directors if he/she has excessive absences. Three unexcused absences or six total absences from Board meetings in any twelve month period shall be considered excessive.
Section 5.16. Removal.
At a special meeting called for such purpose, the Board of Directors may remove any Director without cause by the vote of two-thirds of the Directors then in office.
ARTICLE VI - Officers
Section 6.01. Officers.
The officers of the Corporation shall be a President, Vice President, Secretary, Treasurer, and such other officers as the Board of Directors may elect in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. The same person may hold two or more offices, except the offices of President and Secretary and the offices of President and Vice President.
Section 6.02. Election and Term of Office.
The Board of Directors solicits and approves, by majority vote of the Board, nominations for officer positions prior to the annual meeting. The members in good standing present at the annual meeting shall elect the officers of the Corporation at the annual meeting of the Board of Directors. If the Board of Directors does not hold the election of officers at such meeting, the Board of Directors shall hold such election as soon thereafter as conveniently may be. The Board of Directors may create and fill new offices at any such meeting of the Board of Directors. Each officer shall hold office for a period of one year and until his or her successor shall have been duly elected and shall have been qualified.
Section 6.03. Removal.
Any Officer may be removed from office at any time with or without cause by vote of two-thirds of the Directors then in office, at a special meeting called for that purpose. Removal of any officer does not affect the officer’s contract rights, if any, with the Corporation.
Section 6.04. Vacancies.
The board of Directors may fill a vacancy in any office because of death, resignation, removal, disqualification, or otherwise, for the unexpired portion of the term.
Section 6.05. President.
The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any contracts or other instruments that the Board of Directors has authorized to be executed, unless the Board of Directors or these Bylaws or a statute shall expressly delegate the signing and execution thereof to some other officer or agent of the Corporation; and in general the President shall perform all duties as the Board of Directors may prescribe from time to time.
Section 6.06. Vice President.
The Vice President will chair committees on special subjects as designated by the Board of Directors. The Vice President shall be the keeper of the records for, but not limited to, the Growers, Research and Conservancy Committees. The heads of such committees shall send copies of the committee’s records to the Vice President so that all such records can be easily accessible to the Board of Directors.
Section 6.07. Secretary.
The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the Corporation records; and in general perform all duties incident to the office of Secretary and such other duties as the President or the Board of Directors may, from time to time, assign.
Section 6.08. Treasurer.
The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as the Board of Directors shall select; and perform all the duties as the President or the Board of Directors may, from time to time, assign.
ARTICLE VII - Committees
The Board may create committees as needed, such as fundraising, housing, etc. The Board Chair appoints all committee chairs.
Section 7.02. Executive Committee.
The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
Section 7.03. Finance Committee.
The Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be apporved by the Board or Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.
ARTICLE VIII - Contracts, Checks, Deposits and Funds
Section 8.01. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 8.02. Checks, Drafts, Etc.
All checks, drafts or orders for payment of money, notices or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as the Board of Directors shall, from time to time, determine. In the absence of such determination by the Board of Directors, the Treasurer shall sign such instruments and the President or Vice President of the Corporation shall countersign.
Section 8.03. Deposits.
The Treasurer shall deposit all funds of the Corporation from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 8.04. Gifts.
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or device for the general purpose or for any special purpose of the Corporation.
ARTICLE IX - Books and Records
The Corporation shall keep correct and complete books and records of account.
ARTICLE X – Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
ARTICLE XI – Waiver of Notice
Whenever the Nebraska Nonprofit Corporation Act, the Articles of Incorporation or the Bylaws of the Corporation require giving of any notice, a written waiver of notice signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XII - Amendments to Bylaws
The Board of Directors may, by vote of two-thirds majority of the Directors present at any annual, regular or special meeting, alter, amend or repeal these bylaws and may adopt new Bylaws, if the Secretary or any other Director gives at least ten days written notice of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.
I CERTIFY that the foregoing is a true, complete and correct copy of the Bylaws of the NORTH AMERICAN SARRACENIA CONSERVANCY, INC., a Nebraska nonprofit corporation, in effect on this date.
IN WITNESS WHEREOF, I set my hand this 26th day of January, 2007.
Jonathan Treffkorn, Secretary.
Bylaws are presented as amended by a unanimous vote of the Board on 17 November 2011.