BYLAWS

THE INTERNATIONAL WATERLILY AND WATER GARDENING SOCIETY (IWGS)

Bylaws (Unanimously approved at AGM August 10, 2017)

ARTICLE I - NAME, OFFICES

SECTION 1

The registered office of the International Waterlily and Water Gardening Society, Inc. is 340 Old Quarry Lane, PO Box 602, Greenville Virginia 24440 U.S.A (temporary address until new ED/EA is selected)

SECTION 2

The International Waterlily and Water Gardening Society, Inc. may have other offices at other places as designated from time to time by the Board of Directors. Current information on these offices can be found in the latest issue of the society publication  Water Garden Journal.

SECTION 3

In accordance with its Articles of Incorporation, this non-stock membership corporation shall be doing business as the "International Waterlily and Water Gardening Society".

ARTICLE II - MEMBERSHIP

SECTION 1

Membership in the International Waterlily and Water Gardening Society, Inc. (hereinafter, the "Society" or the "Corporation") shall be open to any person, family, corporation, institution, or other entity interested in the objectives of the Society.

SECTION 2

Membership shall be divided into the following classes:

A. Individual Membership shall include all individuals and organizations not included in another class of membership. Regular membership entitles one person to the rights and privileges of membership. Dues are payable at this level. Each regular member is entitled to one vote and access to members only website access.

B. Public Garden/ Horticulturally Based Organization. The organization shall designate two members voting on its behalf, be entitled to one vote. This level also gives the rights and privileges of Individual Membership level. Dues are payable at this level.

C. Commercial Membership. Commercial membership shall include commercial organizations interested in promoting the general welfare of the society. Commercial members shall be listed on the IWGS website. A Commercial membership also entitles two representatives of the company to the rights and privileges of membership. Two votes are included at this level. Dues are payable at this level.

D. Club Membership. This category includes Clubs with their primary interest as water gardening and/or fish for garden ponds. The benefit package for clubs shall be specified by the Committee. The Club may designate 2 members as voting delegates where only one of the two may vote at any instance. One vote is included at this level. Dues are payable at this level.

E. Honorary Lifetime Membership. Honorary membership may be conferred upon individuals who have contributed significantly to the development and improvement of the family Nymphaeaceae and companion plants, or who have rendered honorable and distinguished service to the Society or water gardening as an art and science. Honorary memberships shall be elected in a manner prescribed by the Board of Directors.

SECTION 3

Each membership shall enjoy the following usual privileges of membership in addition to those accorded by law:

A. Each membership name, or commercial name (in the case of Commercial Members) along with postal address email address and phone number if available, and if desired by the member, shall be included in the membership roster.

B. Each member shall have access to the electronic version of the Water Garden Journal. Hard copies may be available for an additional fee

C. Each membership shall be entitled to a vote or more than one as itemized on the membership document on the website.

D. Membership renewal shall be required annually in advance. Non-renewal of membership shall terminate the membership.

SECTION 4. Dues.

The dues for each class of membership shall be as determined by the Board of Directors, from time to time. Dues are based on an annual basis with respect to the timing of  membership activation.

SECTION 5. Annual Meeting.

The Annual Meeting of the membership of the Corporation shall be held each year during the Symposium, or other designated Society event, for the transaction of corporate business as may come before the meeting.

SECTION 6. Special Meetings.

Special Meetings of the membership may be called by the Board of Directors.

SECTION 7. Place of Holding Meetings.

All Meetings of the membership shall be held at the site of the annual Symposium, or elsewhere as may be designated by the Board of Directors.

SECTION 8. Notice of Meetings.

Notice of each Meeting by the membership shall be communicated by electronic means, by the Secretary to each membership at the email address of the members as it appears upon the membership roll of the corporation, not less than 45 nor more than 90 days before the meeting. The Notice of Meeting may be included in the Journal before the Symposium, which shall fulfill this requirement. Notice of Meeting shall be listed on the members’ section of the website not less than 45 days before the Meeting.  Each such notice shall state the place, day, and hour at which the Meeting is to be held, and, in case of any Special Meeting, shall state briefly the purpose or purposes thereof. If the meeting time is changed at the Symposium, the alternate place, day and hour shall be given in writing to the attending members at Registration.

SECTION 9. Quorum.

Those Members entitled to vote and present in person or by proxy shall constitute a quorum at all Meetings of the membership.

SECTION 10. Conduct of Meetings.

Meetings of the membership shall be presided over by the President of the Corporation or, if he/she is not present, by a Vice President or, if none of said Officers is present, by a Chair elected at the meeting. The Secretary of the Corporation, or if he/she is not present any Assistant Secretary, shall act as Secretary of the meeting, or in the absence of the Secretary or any Assistant Secretary, the Presiding Officer may appoint a person to act as Secretary of the meeting.

SECTION 11. Voting.

At all Meetings of the membership, each official member of record as of 10 days prior to the meeting shall have one vote (Except as denoted in Article II, Section 2). Such vote may be either in person or by proxy duly appointed by an instrument in writing subscribed by the member, or by his duly authorized attorney, and bearing a date not more than one month prior to the Meeting unless the instrument expressly provides for a longer period. The proxy shall be dated, but need not be sealed, witnessed, or acknowledged. The proxy must be emailed to the Secretary at least three days prior to the commencement of the Symposium. All questions shall be decided by a majority of the votes cast at a duly constituted Meeting, except as may be otherwise specifically provided by law, by the Articles of Incorporation, or by these Bylaws. If the Chairman of the Meeting shall so determine, a vote by ballot may be taken upon any election or matter.

Section 12. Nominations & Elections.

A. The Nominations Committee shall select qualified candidates and put forward a slate of Nominees sufficient to fill all vacant positions. The Nominations Committee shall determine if all the Nominees meet the requirements as published and/or determined from time to time by the Nominations Committee and the Board of Directors and in accordance with the Bylaws. The qualified Nominees shall confirm in writing their willingness to stand for elections and abide by the requirements of a Director as set out elsewhere in these Bylaws, should they be elected.

B.  Nominations may be taken from the floor at the Annual General Meeting provided that Nominees meet the requirements for a Director as stated elsewhere in these Bylaws.

C.  Voting shall take place during the Annual General Meeting. The Nominations Committee with the assistance of the Executive Director shall compile the votes to determine the successful candidates. The results shall be announced at the Annual General Meeting.

D.  The Nominations Committee shall recommend to the Board suitable candidates to fill the Executive positions.

ARTICLE III - BOARD OF DIRECTORS

SECTION l. General Powers.

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

SECTION 2a. Number and Term of Office.

The number of Directors shall be that number set forth in the Articles of Incorporation, or such other number as may be designed from time to time by resolution of a majority of the Board of Directors; provided, however, that the number of Directors shall not be less than the minimum permitted by law or by the Articles of Incorporation, or not less than six.; and provided further that any such resolution shall not affect the tenure of office of any Director. One-third of the Directors shall be elected each year, except as hereinafter provided, and each Director shall serve a three-year term. Duly elected Directors shall take office at the end of the Annual General Membership Meeting.

SECTION 2b. Advisory Board and the Emeritus Board.

These will be in addition to the regular Board, which manages the affairs of the Corporation. The terms of election and office will be the same as the regular Board. The members can attend Meetings and participate in discussions but do not have voting privileges. It is highly desirable that they also participate in activities and be members of committees. The intent of the existence of the Advisory Board and Emeritus Board members is to add their unique expertise to that of the regular Board, and to recognize exceptional individuals in our membership. The Advisory Board could consist of up to 12 noted individuals from the international water gardening community. The Emeritus Board will consist of up to 6 past Board Members.

SECTION 3. Qualifications of Directors.

In order to qualify to be a Director, a person shall be a member of the Society, and shall confirm that he or she is ready, willing, and able to serve actively as a Director of the Society in any capacity directed by the Board of Directors. Directors of the Board shall assume certain responsibilities, including that of being responsive to written, electronic or voice inquiries from the office of the President. Failure to respond or send explanations for not responding in a timely manner on three separate occasions can result in immediate dismissal of that Board Member. Board Members who do not attend two consecutive Annual Board Meetings without just cause can be replaced, and shall not be asked to stand for re-election.

SECTION 4. Filling of Vacancies.

In the event of a vacancy in the Board of Directors, the Directors remaining in office, by affirmative vote of the majority thereof, may elect the person to fill the vacancy and to hold office until the next annual election cycle.

SECTION 5. Removal of Directors.

Any Director may be removed from office, with or without cause, by the affirmative vote of a majority of the membership entitled to vote and present at any Special Meeting of the membership duly called for that purpose. The Board of Directors may remove any Director from office by the affirmative vote of a majority of the Directors at a Special Meeting of the Board of Directors duly called for that purpose.

SECTION 6. Regular Meetings.

Regular meetings of the Board of Directors, including teleconference meetings, may be held, without notice other than by these By-laws, at such time and place as shall from time to time be determined by resolution of the Board; provided, that notice of every resolution of the Board fixing or changing the time or place for the holding of any regular meeting of the Board shall be communicated electronically by email or other means at least five days before the Meeting. The scheduled Meetings shall have a call for agenda items aiming to be issued 10 days prior to the Meeting date, and the Agenda supplied by email shall aim to be sent seven days before the scheduled date of the Meeting or as determined and approved by the Board of Directors. The Annual Meeting of the Board of Directors shall be held before the Annual General Meeting, and a meeting of Board Members shall be held before or at the next regularly scheduled board meeting following the Annual General Meeting. Any business may be transacted at any regular meeting of the Board. Each Board Member is entitled to one vote, however, the President shall not normally vote except in case of a tie. Such vote may be either in person or by proxy duly appointed and confirmed by an instrument in writing subscribed by the member, or by his/her duly authorized attorney, and bearing a date not more than two months prior to the Meeting. The proxy shall be dated, but need not be sealed, witnessed, or acknowledged. The proxy must be presented to the Secretary at the commencement of the Meeting, or emailed at least 24 hours prior to the Meeting (for online Meetings).

SECTION 7a. Special Meetings.

Special Meetings of the Board of Directors, including teleconference meetings, may be called, at any time and for any purpose or purposes, by the President or by a Vice President. Special Meetings of the Board of Directors shall be called by the President or by the Secretary upon the written or emailed request of a majority of the Board of Directors. The President or Executive Director or other duly appointed designee, shall give notice of the time, place, and purpose of each Special Meeting of the Board of Directors by electronically communicating the notice at least five days prior to the Meeting, to each Director. Unless otherwise indicated in the notice, and except as otherwise provided herein, only the business stated in the notice may be transacted at any Special Meeting. At any Meeting, however, at which every Director shall be present, any and all business may be transacted, notwithstanding any indication otherwise in the notice. Any Director may, in writing, waive notice of time, place, and purpose of any Special Meeting.

SECTION 7b. Virtual Board Meetings and Voting. 

All votes held via the Internet (or other electronic means) should be considered open and public votes, unless specifically designated as a secret ballot.

7b.1. Each Board Member must check their email a minimum of once every three days (except during the Symposium).

7b.2. If a Board Member plans to be out of contact (i.e. traveling) for more than a week, he/she must notify the moderator of his/her expected absence. If the absence will be prolonged, the Board Member may give a general or specific proxy to another Board Member until his/her return. This proxy shall be announced on the board list.

7b.3. The Board list will be overseen by a moderator who will see that proper procedure is followed. The moderator will be the Executive Director or in his/her absence, the Board Secretary or alternate to be designated by the President.

7b.4. Motions voted upon and passed in a Virtual Board meeting by teleconference, internet or other electronic means, shall be considered as official motions of the Board, as if they had taken place at a Board Meeting when Directors were physically present, and shall thus be recorded in the official Minutes of the Society

7b.5. In any case of confusion, where the By-laws do not make clear the necessary action, the latest version of Robert’s Rules of Order shall take precedence.

SECTION 8. Place of Meetings and Offices.

The Board of Directors may hold their Meetings, have one or more offices, and keep the books and records of the Corporation at such place or places, as they may from time to time determine.

SECTION 9. Quorum.

A majority, defined as 50% +1, of all of the Directors shall constitute a quorum for the transaction of business at all Meetings of the Board of Directors, but if at any Meetings less than a quorum shall be present, a majority of those present may adjourn the meeting. The act of the majority of Directors present at any Meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, by the Articles of Incorporation, or by these Bylaws. In the event of the withdrawal of any Director or Directors from a Meeting which has been duly called and convened and at which a quorum was established, so that less than a quorum remains, the remaining Directors may continue to transact business until the adjournment of the Meeting, notwithstanding such withdrawal.

SECTION 10. Compensation of Directors.

Directors shall not receive any salary for their services as such. Nothing contained herein shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

SECTION 11. Committees.

A. Board Committees. The Board of Directors may, by a resolution passed by a majority of the whole Board, designate one or more Committees, each Committee to consist of one or more Directors of the Corporation, which Committees, to the extent provided in the resolution, shall have and may exercise any powers of the Board of Directors which may by law be delegated to them, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each Director is required to sit on at least one Committee, and each Committee shall have one Director on it.

B. Standing Committees. The Board shall appoint, unless otherwise provided herein, the Chair and Members of the standing Committees, to whom shall be delegated the authority to enable them to undertake to perform the principle functions of the Society. Unless otherwise provided, the Committee Members shall serve a one-year term. The President, with the assistance of the Executive Committee, shall review the Chairs and Members of each Committee immediately after the Annual General Meeting and recommend to the Board who shall be appointed for the ensuing year.

C. Task Forces. For specific purposes, in order to accomplish a short term goal, the Board may, by a resolution passed by a majority of the whole Board, designate one or more Task Forces, each Task Force to consist of one or more Directors of the Corporation, which Task Forces, to the extent provided in the resolution, shall have and may exercise any powers of the Board of Directors which may by law be delegated to them, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each Task Force shall have one Director on it. The normal existence of a Task Force is usually limited by the goal, but is usually less than one year.

ARTICLE IV - OFFICERS

SECTION 1. Selection, Number and Qualifications.

The Officers of the Corporation shall be the President, the Secretary, the Treasurer, and at least one Vice President. All Officers shall be Directors. The Board of Directors shall elect the Officers. The Board of Directors may appoint more than one Vice President, one or more Assistant Secretaries, and such other Officers or Agents as it may deem advisable and may prescribe the duties thereof, all without the express consent of the membership. Other than Past President, no Director may hold more than one Office concurrently.

SECTION 2. Removal.

Any Officer of the Corporation or any Assistant Officer may be removed at any time with or without cause by a vote of two-thirds of the Board of Directors then in office.

SECTION 3. Vacancy.

In the case of any vacancy in any office, a successor to fill the unexpired portion of the term of the Officer may be elected by the Board of Directors.

SECTION 4. President.

The President shall be the Chief Executive Officer of the Corporation, shall have active management of the affairs and property of the Corporation, and shall see that the orders and resolutions of the Board of Directors are carried into effect. The President shall freely consult with the Board of Directors concerning the activities of the Corporation. On issues of importance to the Society and to facilitate expediency, the Executive Committee of the IWGS shall be given authority to make decisions without prior consultation with the Board. The President shall preside at Meetings of the membership. In the absence of the President, the Vice President shall perform the duties of the President at such meetings. The President shall be an Ex-officio Member of all Committees. The President's term shall be two years. A Member shall not be President for more than two consecutive terms, but may be elected after an intervening term. Upon completion of the term of office, the retiring President, if not re-elected as an active Member of the Board of Directors, may be a member of the Board of Directors for a subsequent two years. The Nominations Committee shall be chaired by the Past President and should include other Past Presidents the Board of Directors may appoint. The President shall be Chair of the Registration Committee.

SECTION 5. Vice President.

The Vice President shall perform the duties of the President in the absence of the President. The Honors and Awards Committee shall be chaired by the Vice President, and shall include other members, ideally from different regions, selected by the Chair. The Honors and Awards Committee shall formulate policies and procedures for honoring members of the Society. It shall promote thereby the improvement of the family Nymphaeaceae and companion aquatic plants, and /or water gardening by the use of an appropriate system for determining recipients of all awards and honors, as authorized by the Board of Directors. The Honors and Awards Committee is responsible for choosing the Hall of Fame Recipients, the recipients of the Awards of Appreciation, thanks to Symposium Chairs, and retiring Board members and Executive.

SECTION 6. Secretary. 

The Secretary shall keep minutes of all Meetings of the membership at large and the Board of Directors, shall be responsible for giving and serving notices of the Corporation, shall perform all duties customarily incidental to the office of Secretary, subject to the control of the Board of Directors, and shall perform such other duties as from time to time be assigned by the Board of Directors. When the minutes of all regular and special meetings of the Society and the Board of Directors have been approved they can be made available upon request.

SECTION 7. Treasurer.

The Treasurer shall be responsible for all disbursements of monies or other valuable property of the Corporation. Whenever required by the Board of Directors, the Treasurer shall render a statement of the Corporation's account and shall at all reasonable times exhibit the books and accounts of the Corporation to any Officer or Director of the Corporation and shall perform all duties incidental to the position of Treasurer, subject to the control of the Board of Directors. The Treasurer shall have the authority to sign checks unless the Board of Directors shall otherwise determine. The Treasurer shall have the custody of all funds and property of the Corporation which may come into the Treasurer's hands, and shall keep or cause to be kept full and accurate accounts of receipts of the Corporation and shall deposit all monies and other valuable property of the Corporation in such banks or depositories as the Board of Directors designates. The Treasurer has signing authority for any and all accounts maintained by and for the Society. In the absence of the Treasurer, the President, or other designated Officer, may perform the duties hereunder, unless the Board of Directors designates an Assistant Treasurer.

SECTION 8. Executive Director.

The Executive Director is a paid contract position with the contract reviewed and renewed annually. The Executive Director is responsible to the entire Board and works under the direction of the Executive Committee. The duties of the Executive Director include the following categories, and other duties that may be assigned from time to time by the Board:

  • Main office – Provide a central location for all phone, fax, email, and snail mail inquiries about the Society. Provide answers, information, and/or referrals within 48 hours, in most cases. Maintain all official IWGS records, forms, lists, Symposium details, research grant forms, etc. Provide copies as appropriate, via mail, fax, or email.
  • Membership – Maintain membership records, produce annual directories, and handle all new memberships renewals. Forward all membership input to the Board. Report annually or as required.
  • General Administrative Support – Attend all Board and Executive Committee Meetings, and make recommendations that may enhance and/or improve the IWGS. Provide agendas and reports in advance of Meetings. Create job descriptions and a new member packet to assist incoming Board members. Act as Moderator for all votes conducted by email.
  • Committee Support – Serve as Ex-Officio Member of all Committees, coordinating efforts between Committees, including the Executive Committee. Notify Members of current deadlines. Distribute agendas and required materials in advance of Meetings. After the Meetings distribute reports and related information in a timely manner.
  • Official Publications (Journal, Website and Symposium materials) – Generate mail labels and lists, coordinate current information for website, mail and email links to current Journals and back issues as required, help produce annual Symposium materials.
  • Informal Communications (reports, minutes, etc.) – Report at least semi-annually to the Board, communicate regularly with the Executive Committee; notify appropriate people immediately if necessary, facilitate sending materials to the IWGS Historian.
  • Symposia – Coordinate and facilitate communication between Symposium Chair, Local Arrangement Groups, and Committee Members. Assist with site location, scheduling, program development, and volunteer recruitment.
  • Financial – Maintain financial records in conjunction with the Treasurer. Prepare the annual administrative budget. Provide reports in advance of Meetings and as required. The Executive Director is authorized to disburse funds on behalf of the Society. Amounts over $3,000 require the approval of the Executive Committee

ARTICLE V - GENERAL PROVISIONS

SECTION l. The Fiscal Year.

The fiscal year of the Corporation shall begin on January 1 of each year and shall end on December 31 of each year.

SECTION 2. The Seal.

The Seal of the Society shall be the same as the impression affixed in the margin hereof. The same shall be inscribed in the name of the Corporation and the year of its incorporation in the State of Maryland.

SECTION 3. All Bills Payable.

All bills payable, notes, checks, commercial paper, drafts, warrants, and other negotiable instruments of the Corporation shall be made in the name of the Corporation, and shall be signed by the Treasurer of the Corporation in accordance with Section 7 of Article IV hereof or shall be signed by such other Officer or Officers as the Board of Directors may from time to time by resolution direct. No other Officer or Agent of the Corporation, either singly or jointly with others, shall have the power to make any bill payable, note, check, commercial paper, draft, warrant, or other negotiable instrument, or endorse the same in the name of the Corporation, or contract or cause to be contracted any debt or liability in the name or on behalf of the Corporation, except as herein expressly prescribed and provided for, except in accordance with a resolution of the Board of Directors therefore.

SECTION 4. Indemnification.

The Corporation may indemnify a present or former Director or Officer of the Corporation or other Corporate Representative to the maximum extent permitted by and in accordance with the Annotated Code of Maryland, Corporation and Associations Article, Section 2-418, or successor provisions.

SECTION 5. Amendment.

The membership shall have full power and authority to amend, alter Bylaws, at any Annual Meeting as part of the general business of such Meeting, or at any Virtual Meeting provided there was stated in the notice of such Special Meeting given to the membership the substance of such proposed amendment, alteration or repeal. In addition, the Board of Directors shall have full power and authority to amend, alter or repeal these Bylaws or any provision thereof, and may from time to time make additional Bylaws, at any regular, or virtual meeting as part of the general business of such meeting by 2/3 vote. The changes will be subject to membership approval by 2/3 vote at the next Annual General Meeting. In the event the change is not approved, actions taken will be revoked or revised as far as possible, but there will be no censure of the Board of Directors for so acting. At all times, the Board of Directors will act with prudent governance towards the aims and best continued objectives of the Society as a whole.