BYLAWS FOR THE REGULATION, EXCEPT AS OTHERWISE PROVIDED BY
STATUTE OR ITS ARTICLES OF INCORPORATION
THE SOCIETY FOR JAPANESE IRISES, INC. REVISED January 2005
ARTICLE I – NAME
Section 1. This corporation shall be known as the Society for Japanese Irises, Inc.
Section 2. The term Japanese irises shall encompass all forms of Iris ensata (formerly known as Iris kaempferi), a species of the genus and sub-genus Iris, section Spathula, subsection Apogon, series Laevigatae.
ARTICLE II – OFFICES
The principal office for the transaction of business of this corporation shall be determined, and may be changed from time to time by the Board of Directors (the “Board”).
ARTICLE III – OBJECTIVES AND PURPOSES
Section 1. Subject to and in accordance with the purposes set forth in the Articles of Incorporation, the Society for Japanese Irises, Inc. (“SJI”) shall be organized and operated exclusively for purposes described in Section 501(c)(3) of the Internal Revenue Code.
Section 2. The SJI shall develop the science of horticulture and any activities related to the study, propagation, and culture of the Japanese irises and hybrids involving these irises; to stimulate and foster interest in horticultural pursuits, conservation, and protection of these plants; to cooperate with other organizations, public and private, in the scientific and horticultural education of all those interested in learning any phase of Japanese irises; by any and all means which may be determined from time to time by the Board. These shall include, but are not limited to:
- Encouragement and support of scientific research, including that pertaining to the management of pests and diseases related to, but not necessarily exclusive to, the Japanese irises;
- Investigation and conservation of Japanese irises in the wild;
- Collection, compilation, and publication of data concerning the history, classification, breeding, and culture of Japanese irises;
- Education of the public regarding Japanese irises through exhibitions, public display gardens, published standards for judging, and local, area, regional, and national meetings open to the public; and
- Furtherance of the endeavors of the American Iris Society (“AIS”).
ARTICLE IV – AFFILIATION WITH THE AMERICAN IRIS SOCIETY
Section 1. The Society for Japanese Irises shall be a Section of the American Iris Society.
Section 2. No part of these Bylaws shall be interpreted in any manner that will contradict or supersede the published bylaws, rules, and regulations of the American Iris Society.
Section 3. The Society for Japanese Irises shall represent in dealings with third parties that the American Iris Society is not responsible for obligations of the Society for Japanese Irises. The Society for Japanese Irises shall indemnify and hold harmless the American Iris Society for obligations of the Society for Japanese Irises.
Section 4. The AIS shall have no power to exercise control over this Society except pursuant to any Section Charter Agreement entered into as a condition of the Charter or as provided in the Articles of Incorporation or bylaws of this Society.
ARTICLE V – NONPARTISAN ACTIVITIES
The Society for Japanese Irises has been formed exclusively for the purposes described above, and it shall be, nonprofit and nonpartisan. No substantial part of the activities of SJI shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and SJI shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote. SJI shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.
ARTICLE VI – DEDICATION OF ASSETS
Section 1. The assets of this nonprofit corporation are irrevocably dedicated to scientific and educational purposes. No part of the net earnings or assets of the Society of Japanese Irises, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or shall be distributed to its members, directors, officers, or other private persons, except that the organization is authorized to pay reasonable compensation for goods and/or services rendered in furtherance of the objectives of the SJI.
Section 2. On liquidation or dissolution, all assets and obligations shall be distributed and paid over to the AIS or other organization dedicated to similar purposes, as determined by the Board, provided that the organization continues to be dedicated to the exempt purposes as specified in Internal Revenue Code section 501(c)(3).
ARTICLE VII – MEMBERSHIP AND DUES
Section 1. Membership in AIS. All voting members of the Society for Japanese Irises residing in the United States and Canada shall be encouraged to be members of the American Iris Society.
Section 2. Classes of Members. There shall be the following classes of members: Single, Dual, Youth, Life, and Honorary Life.
- Definitions of Classes. The definitions of Single, Dual, Youth and Life memberships shall be the same as definitions adopted for the same classes of membership in the American Iris Society.
- Dues Basis. Single, Dual and Youth membership dues may be paid on either an annual or triennial basis.
- Life Membership Basis. Life membership may be on a Single or Dual basis.
- Honorary Life. Honorary Life membership, for which no dues shall be required, may be granted by the Board to individuals who have rendered distinguished service in furtherance of the purposes of the Society for Japanese Irises.
Section 3. Charter Members. All persons who became members of the Society for Japanese Irises during the calendar year 1963 shall be designated as Charter Members.
Section 4. Dues Expiration. Dues for all classes of members shall be determined by the Board Members whose dues remain unpaid ninety( 90) days after written notice has been given shall be deemed non-active, and their names shall be removed from the membership roll.
Section 5. Membership Application. Every application for membership, accompanied by the proper dues shall be considered a member and be placed on the membership roll. Section 6. Termination of Membership. Any member may be dropped from the roll by the Board if such action is deemed in the best interest of the Society for Japanese Irises.
ARTICLE VIII – OFFICERS AND DIRECTORS AT LARGE
Section 1. Enumeration and Qualifications. The officers of the Society for Japanese Irises shall be a President, a Vice President, a Secretary, a Treasurer, and three Directors at Large, all of whom shall be voting members of the Society for Japanese Irises. The editor of The Review and the immediate past President shall be members of the Board ex-officio and will have voting privileges. All members of the Board must be members of SJI in good standing.
Section 2. Election and Term, The Directors at Large shall consist of three members, one of whom shall be elected each year to serve for three years. The Directors at Large are elected to bring institutional memory to the board and every effort should be made to represent as many sections of the country as possible, with a view to obtaining adequate regional representation and of extending interest in the Society for Japanese Irises. The other officers shall be elected triennially to serve for three years. The terms of all elected officers shall run from January 1st of the year following the election except that officers elected to fill vacancies shall begin to serve upon completion of the election. Terms shall continue until successors take office.
Section 3. President. The President shall preside at all meetings of the Society for Japanese Irises, of the Board of Directors . He shall be a member ex-officio of all committees except the Nominating Committee. He shall exercise the usual functions of a President. He shall serve as a member of the AIS Section Advisory Board of the American Iris Society during the national spring meeting of the AIS.
Section 4. Vice President. The Vice-President shall, in the absence of the President, exercise the functions of the office of President. The Vice President shall automatically become President upon expiration of the latter’s term, barring unforeseen circumstances. The Vice President shall arrange the program for the SJI meetings at the AIS National Conventions, and schedule the hosts for future SJI conventions.
Section 5. Secretary. The Secretary shall keep the minutes and records of the Society for Japanese Irises, of the Board of Directors ; and shall serve all notices to members. He shall conduct all correspondence of the Society for Japanese Irises, provided that duties attending correspondence may be delegated to a Corresponding Secretary duly appointed by the Board of Directors.
Section 6. Treasurer. The Treasurer shall receive, record, deposit and account for all moneys of the Society for Japanese Irises. He shall pay all bills approved by the President or the Board. He shall report on finances at the Annual Meeting and at such other times as the President or the Board may require. The Treasurer may also be the Membership Committee Chair.
Section 7. Other Duties. Each officer shall perform such other duties as may be assigned by the Board or by these Bylaws.
ARTICLE IX- BOARD OF DIRECTORS
Section 1. Enumeration and Powers. The Society for Japanese Irises shall be managed by a Board of Directors consisting of the nine officers set forth in Article VII , Section 1, of the Bylaws. The Board shall have the control and management of the affairs, policies and business of the Society for Japanese Irises between meetings of the Society for Japanese Irises.
Section 2. Meetings. Regular or special meetings of the Board shall be called by the President whenever deemed necessary or whenever called upon to do so by a majority of the Directors or by a majority of the Directors at Large. The Board shall make such rules and regulations covering its meetings as it may deem necessary, including conducting meetings by mail and/or e-mail.
Section 3. Quorum. A simple majority of the Board members (5). present in person or by proxy), shall constitute a quorum of the Board for all purposes. Section 4. Interim Board Actions. In the intervals between meetings of the Board of Directors , the President may refer and submit by mail or telephone or e-mail to all the members of the Board questions relating to affairs of the Society for Japanese Irises which, in the opinion of the President, require action on the part of such Board . The result of such referendum, which shall require a majority vote of such Board , shall constitute valid action by such Board .
ARTICLE X- COMMITTEES
Section 1. Enumeration. There shall be the following standing committees: Awards, Membership, Publicity, Editor, Nominating, Display Gardens, Robins and Slides. The Chairman of the Slides Committee shall also be designated Librarian. The President shall establish such other special committees as deemed necessary, subject to ratification by the Board.
Section 2. Appointment and Approval. Except for the Nominating Committee, all standing and special committees shall be appointed by the President subject to the approval of the Board.
Section 3. Nominating Committee. The Nominating Committee shall consist of three voting members, one of whom shall be elected each year to serve for three years from the 1st of January following his election and until a successor has been elected to replace him. No member of the Board of Directors shall be qualified to serve on the Nominating Committee. An effort shall be made to have the Nominating Committee represent as many sections of the country as possible, with a view to obtaining adequate regional representation and of extending interest in the Society for Japanese Irises. The Chairman of the Nominating Committee shall be determined by the members of the Committee and usually the member of that committee having served the longest time.
ARTICLE XI – DUTIES OF COMMITTEES
Section 1. Awards. The Society for Japanese Irises shall participate in the Awards System of the American Iris Society. The Awards Committee shall have charge of such participation subject to direction and control of the Board. The Committee shall study the existing Registration and Awards system and submit recommendations from time to time for such changes in, or extensions of, this system as they believe will stimulate the production and breeding of more and better Japanese irises, including any special awards they deem advisable applicable to iris plants within official Test Gardens of the Society for Japanese Irises which will not conflict with the general awards outside such gardens.
Section 2. Display Garden Committee. The Display Garden Committee shall maintain a system of official Society for Japanese Irises display gardens and, subject to Board of Director approval, establish rules for same. The Display Garden Committee shall encourage members to participate in the display garden program, publicize the program, and be empowered to designate and withdraw designation as official Society for Japanese Irises display gardens.
Section 3. Membership Committee. The Membership Committee, may be the Treasurer, and shall canvas for and record all memberships. It shall propose ways and means of increasing membership both in this Society and in the American Iris Society. It shall perform any other duties with respect to membership assigned to it by these Bylaws or by the Board of Directors.
Section 4. Publicity Committee. The Publicity Committee shall devise ways and means of educating the general public regarding Japanese irises by recommendations regarding uses, displays, contests, articles in publications, and by any other available means.
Section 5. Nominating Committee. The Nominating Committee shall make nominations as directed in these Bylaws.
Section 6. Slides Committee and Librarian. The Slides Committee shall maintain a library of slide programs on Japanese irises which shall be made available for use in educating members and others on Japanese irises. The Committee shall establish rules for the Slides Program, subject to Board approval. As librarian, the Slides Committee Chairman shall maintain all literature and photographic materials belonging to the Society for Japanese Irises, and shall maintain an up to date inventory of same. The Librarian shall establish and operate the Society library, making materials therein available to members for such fees as necessary to cover postage. The Librarian shall ensure that the President is at all times informed of all materials in the Society library and their location, and for having a written set of instructions, always current, for transferring Society materials in the event the Librarian cannot fulfill his duties as a result of sickness or death.
Section 7. The Editor shall edit and arrange for the publication of The Review of the Society for Japanese Irises, and for the distribution of same.
Section 8. Robin Committee. The Robin Committee shall encourage the extensive circulation of robin letters and shall extract from them such information as may be worthy of publication in the Society’s publications, but not suited to the AIS Bulletins, with the consent of the writer.
ARTICLE XII – MEETINGS OF THE MEMBERSHIP
Section 1. Annual and Special Meetings, Call, Notice, and Quorum. The Board of Directors may call an Annual meeting of the membership to be held at such time of each year and in such place as the Board may decide. The Board shall call such meeting upon the request in writing of one fifth of the voting membership. Special Meetings of the Society for Japanese Irises may be called by the President or the Board of Directors when it is deemed to the advantage of the Society to do so. Notice of such meetings, whether annual or special, shall be mailed to the last known residence or business address of each voting member at least thirty days prior to the date of the meeting.
Section 2. Member Business Actions. Any business requiring action by the members may be conducted by mail at the discretion of the Board. The procedure for the conduct of such business shall be determined by the Board except as to matters with regard to which the procedure is determined by these Bylaws.
ARTICLE XIII – NOMINATIONS, ELECTIONS AND VACANCIES
Section 1. Nominations by Committee. A report of nominations which the Nominating Committee shall have made for all offices and Committee posts to be filled by election shall be published in the Fall issue of The Review of the Society for Japanese Irises. If no additional nominations are made under the procedure hereinafter set forth, the ballot may be omitted and the persons first nominated considered elected.
Section 2. Nominations by Petition and Balloting. After such report of the Nominating Committee has been mailed, nominations may be made by eight voting members. Such nominations shall be in writing, signed by the nominating members, and filed with the chairman of the Nominating committee not later than December 1st together with a letter of consent to such nomination signed by the person nominated. If additional nominations are made, the Nominating Committee shall prepare a ballot including all nominations and designating which were made by the Nominating Committee. The ballot shall be mailed to all voting members not later than December 15th with instructions for voting by mail. Ballots shall be returned to the Chairman of the Nominating Committee not later than December 31st.
Section 3. Tabulation and Results. The Nominating Committee shall tabulate the returns and inform the Secretary of the results of the election. By appropriate means the Secretary shall promptly inform the membership of the results.
Section 4. Vacancies. In case of a vacancy in any elective office or elective committee post, the Board shall have power to fill such vacancy for the unexpired term. Elections by mail shall be deemed to occur on December 31st for the purposes of this Section.
ARTICLE XIV – FINANCE
Section 1. Control of Funds. The Board shall decide the official depository for the funds of the Society for Japanese Irises, and the officers who may sign checks.
Section 2. Sources of Revenue. Revenue from sources other than dues may be raised as recommended by the Board and used for meeting the expenses of the Society for Japanese Irises.
Section 3. Power to Incur Debts. Debts shall not be incurred by any officer in the name of the Society for Japanese Irises unless authorized by the Board.
Section 4. No Personal Liability. There shall be no personal liability of members for obligations of the Society for Japanese Irises.
ARTICLE XV – AMENDMENTS OF BYLAWS
Section 1. Proposed Amendments. The Board of Directors may make proposals for amendments. Twenty-five percent of the voting membership may present to the Society proposed amendments in writing with a request that they be presented for a vote of the membership. In either event the Board shall call and order notice of an Annual Meeting, or of a Special Meeting, or may call a mail poll, of the membership at which the proposals may be presented.
Section 2. Amendment by Meeting with Notice. The Board shall call and order notice of an Annual Meeting, or of a Special Meeting of the membership at which the proposals may be presented. Notice of Meeting and the proposed amendments shall be mailed at least 90 days before the Meeting. Voting members of the SJI who are unable to attend the meeting may vote by proxy by assigning their vote to a member who is in attendance at the Meeting. A two-thirds majority of all votes cast at the meeting shall be required for passage of proposed amendments.
Section 3. Amendment by Mail Poll with Notice. These Bylaws may also be amended by means of a mail poll of voting members provided such amendment shall have been mailed in writing at least 30 days before the date set for receipt of returned ballots. In any mail poll a two-thirds vote of all returned ballots in favor of such amendment will have the same effect as though the question had been voted upon at a Meeting.
Approved by membership of the Society for Japanese Irises, a Section of the American Iris Society, by ballot January 15, 2005.