Constitution & Bylaws

CONSTITUTION

Article I Name

The name of this organization shall be The Torrey Botanical Society. This succeeds the Metropolitan Botanical Club and the Torrey Botanical Club.

Article II Objectives

The objectives of the Society shall be to collect and diffuse information on all topics relating to botany and to promote an interest in this science.

Article III Officers

All officers must be active members of the Society.

Elected officers of the Society shall consist of a President, an Immediate Past-President, a Treasurer, a Corresponding Secretary, and a Recording Secretary. These officers shall be elected biennially, and shall hold their offices for two years or until others are installed in their places. The Treasurer, Corresponding Secretary, and Recording Secretary are each elected for a two-year term and may be reelected to serve up to six years. The President is elected for a two year term and may be elected to serve up to four years.

Officers to be appointed by the Council shall consist of an Editor and an Historian. These officers shall serve for a five-year term and may succeed themselves.

Vacancies occurring in any of the offices of the Society shall be filled by election by the Council. The person so elected shall serve until the next annual election, or until a successor is chosen.

Article IV President

The president shall preside at all meetings of the Society and Council, and shall appoint all committees not otherwise provided for.

Article V Immediate Past-president

In the absence or disability of the President, his or her duties shall be performed by the Immediate Past-President, and in the absence of the latter, another elected officer shall serve, the order of precedence being that indicated in Article III.

Article VI Treasurer

The Treasurer shall collect and have charge of all funds and securities of the Society. Such funds shall be used to pay the ordinary current expenses of the Society and such other sums as may from time to time be ordered. No payment exceeding five hundred dollars ($500.00) shall be made by the Treasurer, except as authorized by the Annual Budget, unless first approved by the Council. The Treasurer’s books shall be audited at least once every year by the Auditing Committee appointed for that purpose. The Treasurer shall render a report of the finances of the Society at the Annual Meeting, or oftener if requested, and at any other time desired.

The Treasurer has charge of the Society Seal.

The primary active membership list is maintained by the Treasurer (or Journal printer, if so designated); the associate membership list is maintained by the Treasurer. He/she notifies the other officers of changes in membership.

The Treasurer (or Journal printer, if so designated) shall collect all funds derived from subscriptions, advertising, and sales of the Journal, TORREYA, 75-volume index, and Memoirs. The Treasurer’s books (and printer’s report) shall be audited at least once every year by the Auditing Committee, and a report shall be rendered at the Annual Meeting. The Treasurer shall have charge of all reserve stocks of publications.

Article VII Secretaries

The Corresponding Secretary shall have charge of the Charter, Constitution, and By-laws of the Society, shall give due notice of all meetings, conduct the correspondence of the Society, and prepare all letters to be written in its name, retaining copies of them. This Secretary shall serve as Chairperson of the Program Committee and perform such other duties of a similar nature as may be assigned by the Society from time to time. The Corresponding Secretary shall provide updated copies of the Constitution and By-laws of the Society to all nominees for office within one week of their nomination and to any member upon request.

The Recording Secretary shall keep full and accurate records of proceedings of the Society and Council, receive the membership list from the Treasurer, notify each member of election, and perform such other duties of a similar nature as may be assigned by the Society from time to time. The Recording Secretary shall forward meeting minutes to the Corresponding Secretary who will include them with the announcements of the next Council meeting. (Absent Council members, i.e., Editor and Field Trip Chairpersons shall receive minutes in a timely fashion alerting him/her to actions taken regarding publications.)

Article VIII Editor

The Editor shall have final editorial authority over all publications of the Society and appoint Associate Editors subject to the approval of the Council.

Article IX Manager of Publications

The Manager of Publications shall be responsible for back issues of the Journal, Memoirs, and other publications and shall mail them when requested. The Manager shall also collect all funds for these publications and turn them over to the Treasurer.

Article X Historian

The Historian shall have charge of the archives, past records, and proceedings of the Society through the offices of the Director of the Library of The New York Botanical Garden, and shall perform such other duties concerned with the history of the Society as may be assigned.

Article XI Council

The Council shall consist of the Elected Officers, the immediate Past-President, six elected members (Directors), the Editor, Historian, and the Chairpersons of both the Field and Flora and Vegetation Committees. Three Directors shall be elected every two years for a term of four years, and Directors may not immediately succeed themselves. Six members of the Council shall constitute a quorum. Vacancies in unexpired terms of Directors shall be filled by the Council.

The Council shall meet alone when discussing the designation of Appointed Officers. The Council shall hold a regular meeting just prior to the Annual Meeting and at other times at the call of the President. In the event that an officer/Council member is unable to attend a meeting, he/she may designate, in writing, a fellow officer/Council member as a proxy for voting on specific items. The Council shall prepare annually a budget for consideration by the Society, approve all contracts, pass upon all extra-budgetary bills presented for payment, pass upon candidates for all elective offices, and have the power to accept resignations and appoint committees to facilitate the conduct of its business.

It shall be the duty of the Council to approve of investment of the funds of the Society. No transfer of any stock, bond, note, or other evidence of debt standing in the name of the Society or withdrawals from savings bank accounts shall be made except by the Treasurer, having approval of the Council for that purpose, and all such orders shall be countersigned by the President and one of the Secretaries.

Article XII Members

The Membership of the Society shall consist of active (including sustaining, life, student, and family), and Associate members. Associate Members may attend all meetings and field trips of the Society, but shall not be eligible to vote or hold office. Each Associate Member shall receive the notices of the field trips and other announcements of the Society. Each Active Member shall receive all current publications of the Society (e.g. the Memoirs, and other special publications of the Society). Payment at one time of a sum designated by the Council shall entitle a member to become a Life Member without further payment of dues. After payment of annual dues for forty years, an Active Member shall be eligible for election to Life Membership, and, in special cases, others may likewise be elected to Life Membership.

Article XIII Dues

The Dues of all classes of membership shall be fixed by the Council.

Article XIV Election of Members

Applications for Election to Membership shall be voted upon at the next regular meeting of the Society. All memberships shall begin on the first day of the year in which the member is elected, except that members elected after the first day of October may, if they choose, have their membership begin on the first day of the following year.

Article XV Delinquent Members

Any member who after due notice, shall, for three months neglect to pay annual dues shall cease to enjoy the privileges of the Society’s membership until they are paid. Any such Delinquent Member shall be dropped from the rolls of the Society unless special arrangements are made with the Treasurer and approved by the Council.

Article XVI Fiscal Year

The Fiscal Year shall commence on the first day of January, and all annual dues shall be payable at that time.

Article XVII Annual Meeting

The first regular meeting of the calendar year shall be the Annual Meeting. Fifteen members shall constitute a quorum for the transaction of business.

Article XVIII Delegates and Representatives

Delegates and Representatives on the Councils of other organizations, with which the Society is affiliated, shall be appointed by the Council, the number of such delegates and representatives to be appointed depending on the quota regulations of such organizations.

Article XIX Amendments

Amendments to this Constitution must be referred to the Council, which shall report thereon at the next regular or special meeting. Amendments shall be voted on via ballot sent to the active membership who have one month to respond. If the same be approved by two-thirds of those who respond, it shall thereafter form a part of this Constitution.

Article xx Dissolution of the Society

In the event of the Dissolution of the Society, all of the assets and property of the Society remaining after the proper payment or satisfaction of its expenses and liabilities shall be distributed in accordance with the applicable provisions of Articles 10 and 11 of the Not-for-Profit Corporation Law, as amended, to further the not-for-profit objectives of the Society and/or to such educational organizations as shall qualify under section 501(c)(3) of the Code.

BY-LAWS

1. Time and Mode of Election

A Nominating Committee, appointed by the President in October, shall select a slate of candidates to consist of Officers and Directors, subject to the approval of the Council. This slate will be presented to the Society at a regular meeting in November, where any active member of the Society may make nominations from the floor. All nominees shall be consulted by the Nominating Committee as to their availability for office. The Nominating Committee shall conduct the election, which shall be by written ballot sent to all active members. Results of the election shall be announced by the Corresponding Secretary at the Annual Meeting. All Officers shall enter upon the duties of their respective offices immediately after the close of the Annual Meeting.

2. Meetings

Unless otherwise determined by the Council, the regular meetings shall be held on the first Tuesday or alternate date if deemed necessary by the Program Committee each month from October through December and March through May, at which time and place as the Council may direct. Nine members shall constitute a quorum for the transaction of business. Special meetings may be called at the discretion of the President.

3. Order of Business

The following shall be the Order of Regular Business at ALL MEETINGS of the Society except at the Annual Meeting:

1. Reading of the minutes of the last meeting.
2. Election of new members and announcement of resignations.
3. Reports of committees.
4. Deferred business.
5. New business.
6. Scientific program

At the Annual Meeting, the Order of Business shall be as follows:

1. Reading of the minutes of the last meeting.
2. Election of new members and announcement of resignations.
3. Reports of officers, delegates, and representatives
4. Reports of standing committees.
5. Reports of other committees.
6. Announcements of projected activities.
7. Deferred business.
8. New business
9. Report on results of election and introduction of officers and new directors.
10. Presidential Address.

4. Standing Committee

The Standing Committee shall be as follows:

1. Program Committee.
2. Field Committee
3. Flora and Vegetation Committee
4. Program Committee

The Program Committee, Chaired by the Corresponding Secretary, shall arrange for the scientific program of the meeting for the Society during the year.

6. Field Committee

The Field Committee, Chair nominated by the outgoing Chair and approved by the Council, shall select the dates, places, and leaders of the field trips and publish notices of the same.

7. Flora and Vegetation Committee

The Flora and Vegetation Committee, Chair nominated by the outgoing Chair and approved by the Council, shall report on significant changes in the flora and vegetation which occur within the vicinity of New York City and which may be of general interest to the Society.

8. Donation and Bequests

A record shall be kept by the Treasurer of the source, nature, and description of each Donation and Bequest.

9. Amendments to the By-Laws

Amendments to the By-Laws shall be prepared in writing and referred to the Council, which shall report on them at a subsequent regular meeting of the Society, and may be adopted by a majority vote of those present.