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southwest Florida Orchid Society

By-Laws


ARTICLE 1 (Name)

The first organizational meeting of the SOUTHWEST FLORIDA ORCHID SOCIETY (SWFOS) was held in November 1953 and chartered on January 9, 1964, from this point on our name shall be THE SOUTHWEST FLORIDA ORCHID SOCIETY, INCORPORATED, thereinafter known as the SOCIETY.

 It is a non-profit corporation and was granted its tax-exempt status by the Internal Revenue Service, according to Section 501(c)(5) of the Internal Revenue Code on January 23, 1971. It is based in Fort Myers, Florida.

ARTICLE II (Purpose)

The primary aim of the Society is educational.  It attempts to develop and encourage a deep and continuing interest in orchid culture among its members and the community at large.

ARTICLE III (Membership)

The Members of the Society shall consist of persons interested in orchids.  A person may become a Member upon application to the Society and paying their dues.  Members shall be classified as Active, Life or Honorary.  Active Members pay dues, vote and are eligible to hold office.  Any Active Membership terminates if dues are in arrears; but the members may be reinstated upon payment of accrued dues.  Resignation obviates further accrual of dues.  Any Active Member may become a Life Member upon payment of a single assessment determined by the Board of Trustees.  Life Members shall be exempted from payment of all dues thereafter, but are eligible to hold office and vote.  Honorary Membership may be bestowed upon any Active or Life Member who, at the discretion of the Board of Trustees, has distinguished himself/herself in the orchid world or who has rendered service to the Society over a long period of time.  Such Members are relieved from paying dues.

Termination of Membership: In the event a member becomes disruptive, disorderly, or destructive during a meeting or event, the president may ask them to leave the property. If same conduct is repeated, immediate termination of membership could result with full Board approval.

ARTICLE IV (Officers)

The Officers of the society shall be President, Vice President, Assistant Vice President, Corresponding Secretary, Recording Secretary, Treasurer, and Assistant Treasurer.  They shall be elected by the Members.

1)  The President shall preside at all meetings of the Membership and the Board of Trustees.  The President shall be an official Member of all committees, except the Nominating Committee.  Subject to the approval of the Board of Trustees, the President shall, with the Corresponding Secretary, sign all written contracts and obligations unless otherwise provided by a vote of the Board of Trustees and no contract shall be valid and binding upon the Society unless so signed.  To be eligible to run for President, a member must have served on the Board for at least one year.

2)  The Vice President shall serve as Chairman of the Program Committee.  In the absence or disability of the President, his/her duties shall be performed by the Vice President.  If both officials are absent from a meeting, the Corresponding Secretary shall preside.

3)  The Assistant Vice President shall work with the Vice President and assist the Vice President with programs.

4)  The Corresponding Secretary shall maintain an accurate and up-to-date file of the membership.  The Corresponding Secretary shall send announcements of the regular meeting and other important information required for the proper function of the Society.  He/she shall conduct all Society correspondence, including Society emails and Newsletter.

5)  The Recording Secretary shall attend all regular and Board of Trustees meetings and transcribe the proceedings.  The minutes are to be available at all meetings and are to be read upon request.  The accumulation of the minutes of the meetings will be presented to the library at the end of the year.

6)  The Treasurer shall collect income and pay all bills and shall keep proper records and accounts.  These will be subject to an annual audit by a committee appointed by the President.  Financial statements shall be rendered at each meeting of the Board of Trustees and quarterly at the regular monthly meetings.

6)  The Assistant Treasurer shall have a working knowledge of the finances of the Society.  In the absence of the Treasurer, the Assistant Treasurer shall manage the finances.

ARTICLE V (Board of Trustees)

The number of Trustees on the Board shall be Ten (11).  The President, Vice President, Assistant Vice President, Corresponding Secretary, Recording Secretary, Treasurer, Assistant Treasurer, and four active Members.

All Members of the Board of Trustees shall be elected each year for a one-year term.  Six Members shall constitute a quorum.

The Board shall meet at least every three months.  The Board of Trustees shall have general charge and direction of the affairs and business of the Society, and the care and management of the Society’s funds.

They shall present to the membership only matters as may be of general interest.  Any Officer or Trustee may be removed at any time by a majority vote of the remaining Trustees at any meeting of such Trustees, if, in their judgment, such Officer or Trustee, either by illness or other cause, shall not have adequately attended to their duties.  An appeal of the decision may be heard at the next meeting of the Board.  Should a Trustee resign or be unable to serve, he/she will be replaced at the Board meeting following the notification of their intentions.

Officers who do not complete their terms of office will be replaced by the Board of Trustees.  The vacant office of the President will be filled automatically by the Vice President.

ARTICLE VI (Committees)

The newly elected President shall call a meeting of the Trustees before the next general meeting of the Society to appoint the chairperson of such committees as may be necessary to conduct the affairs of the Society.

The President may delegate any necessary powers to the chairperson of these committees.  Each chairperson is responsible for the fulfillment of their duties personally or by delegation of the members of their committees.

A Nominating Committee consisting of three Members shall be appointed by the Board of Trustees three months before the annual meeting.  This Committee shall present its nominations to the Membership at the general meeting one month prior to the annual meeting, and additional nominations will be received from the floor at that time.  The new Officers will be elected and installed at the annual meeting and will take office for the ensuing year beginning January 1st.  All other committees shall be appointed by the Board of Trustees on an ad hoc basis as the need arises.

ARTICLE VII (Meetings)

The meetings of Membership shall be held monthly when practicable.  The time and place of meetings shall be determined by the Trustees, and due notification given to the Membership.  At the meeting of the Society, each active Member who shall have paid dues for the current year, and each Life Member, shall be entitled to one vote.  Fifty percent plus one of the Membership shall constitute a quorum.  Meetings shall be conducted in accordance with Robert’s Rule of Order.

ARTICLE VIII (Change of By-Laws)

The By-Laws may be altered or amended at any time, provided that such alterations or amendments be presented to the Society in writing at one meeting and passed upon the subsequent meeting by a majority of the Members present.

ARTICLE IX (Orchid Show Council)

The Orchid Show Council shall be governed by the Board of Trustees of the Society and abide by any decision made by the Board.

ARTICLE X (Personal Liability)

Neither the Board of Trustees nor any Member or Officer shall have the power to bind Members or the Individual Officers or Trustees of the Society, personally.  All persons or corporations extending credit to, contracting with, or having any claims against the Society, shall look only to the funds and property of the Society for payment of any debt, damage, judgement, or decree of any money that may otherwise become due or payable to them from the Society, so that neither the Members nor the Trustees nor the Officers, present and future, shall be liable therefor.

ARTICLE XI (Distribution of Asset upon Dissolution)

In the event of Dissolution of the Society, no portion of its assets may be distributed to its Members, Officers or Trustees; and, all assets, real and personal, shall be distributed exclusively to such organizations as are qualified as tax exempt under Section 501(C) of the Internal Revenue Code or the corresponding provisions of a future United States Internal Revenue Law.  The selection of such organizations shall be preferred as long as they meet the above noted Internal Revenue Code requirements.


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