MBS Constitution

As amended July 5th, 2005

Article I. Name
Section 1. The name of the organization shall be the Minnesota Bonsai Society, Incorporated.
Section 2. The society shall be a Minnesota non profit corporation.

Article 2. Purpose
Section 1. To create and inspire participation and appreciation in the art of bonsai.

Article 3. Membership and Dues
Section 1. Memberships shall be open to any individuals or groups interested in bonsai and paying annual dues.
Section 2. An individual membership shall consist of one named individual; a family membership shall consist of no more than two named individuals of a family unit residing at the same address.
Section 3. Organizations may join by petitioning the Executive Committee. Acceptance of each membership shall be by majority vote of the Society’s members. An organization shall be considered as a single member. Rules and regulations applying to individual members shall govern organizational members.
Section 4. Dues shall be established by the Executive Committee.

Article 4. Executive Committee
Section 1. The Executive Committee shall administer and manage the affairs of the Society.
Section 2. The Executive Committee shall consist of the President, First Vice President, Second Vice President, Secretary, Treasurer, Directors, and the immediate Past President.
Section 3. A quorum shall consist of a simple majority of the Committee.

Article 5. Officers
Section 1. Officers shall be elected from the membership and shall be: President, First Vice President, Second Vice President, Secretary, Treasurer, and Directors. The number of Directors shall be determined prior to nominations each year by the Executive Committee and shall number no less than 4 or more than 8.
Section 2. Officers and Directors shall be elected by a plurality of the members voting at the December meeting.
Section 3. Officers and Directors shall be elected for a term of one year at the December meeting and assume office on January 1 of the following year.
Section 4. Nominations for office shall be at the October and November meetings and shall be closed at the November meeting.
Section 5. Ballots shall be presented to the membership at least two weeks prior to the vote and may be cast in person or absentee.
Section 6. Vacancy in the presidency shall be filled by the First Vice President. All other vacancies shall be filled by appointment by the President with approval of a majority of the Executive Committee.

Article 6. Officers’ Duties
Section 1. The President shall preside at all meetings of the Society and Executive Committee and shall be a non-voting member of all committees except the nominating committee.
Section 2. The First Vice President shall serve as program chair and in the absence of the President shall perform the duties of President.
Section 3. The Second Vice President shall administer workshops as directed by the Executive Committee.
Section 4. The Secretary shall keep the minutes of the Society and Executive Committee meetings and shall maintain the Society’s policy and procedure manual.
Section 5. The Treasurer shall perform the fiduciary duties of the Society and shall be bonded.
Section 6. Directors shall assist the Executive Committee as directed by the officers listed above.

Article 7. Amendments
Section 1. The Constitution may be amended at a regular or special meeting by a two thirds vote of those current members present and voting.
Section 2. Proposed amendments must be presented to the membership at a membership meeting prior to vote meeting.

Article 8. Communication
Section 1. Formal communication with the membership may be by postal mail, electronic mail (e-mail), fax, or other electronic or internet based means. Any such communication shall be directed to the address on file with the Society.

Article 9. Meetings
Section 1. The Society shall hold regularly scheduled meetings. The frequency, dates, and locations shall be published annually by the Executive Committee.
Section 2. Special meetings may be called by a majority vote of the Executive Committee. The membership shall be notified no less than one week prior to the meeting.
Section 3. A quorum shall consist of those members attending.

Article 10. Governance
Section 1. The Society shall be governed by the procedures set forth in “Robert’s Rules of Order, Revised”.

Article 11. Committees
Section 1. The President, with the approval of the Executive Committee, shall appoint or disband any committee as necessary.
Section 2. The nominating committee shall consist of three members of the Society other than the President.