Chapter Bylaws

For The Mangrove Chapter of the Florida Native Plant Society

ARTICLE I. PURPOSE

The purpose of the Florida Native Plant Society (FNPS) is to promote the preservation, conservation, and restoration of the native plants and native plant communities of Florida. The Mangrove Chapter supports this purpose by:

Educating members and the general public about the value of native plants through conferences, workshops, local meetings, and publications,
Restoring and conserving native plant communities and participating in land management activities to enhance native plant habitats, and
Encouraging local landscaping practices that preserve Florida’s native plant heritage.

All Articles and policies set forth herein shall be in compliance with the Bylaws of the Florida Native Plant Society (FNPS). Any Article or policy not in compliance shall be void and the Bylaws of the Society shall prevail.

ARTICLE II. ORGANIZATIONAL STRUCTURE

The Mangrove Chapter of the Florida Native Plant Society is organized under the laws of the State of Florida and is recognized as a not-for-profit subordinate organization of the Florida Native Plant Society and exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code as amended.

ARTICLE III. PROHIBITED ACTIVITIES

Notwithstanding any other provision of these bylaws or the Articles of Incorporation, this organization shall not conduct or carry on any activities not permitted to be conducted or carried on by any organization that shall be exempt under Section 501(c)(3) of the Internal Revenue Code and its regulations now existing or hereafter amended, or by any organization contribution to which are deductible under Section 170(e)(2) of the Internal Revenue Code and its regulations, now existing or hereafter amended.

ARTICLE IV. MEMBERSHIP

Section 1. Eligibility.

Any individual, family or organization approving of the objectives of this organization and willing to work to further those goals is eligible for membership, upon the payment of dues as hereinafter provided. Termination, definitions of membership categories and reinstatement are determined by FNPS.

Section 2. Dues.

Membership dues shall be as established from time to time by the FNPS, a portion of which dues are allocable to this organization. Memberships are managed by FNPS in accordance with its rules or bylaws.

Section 3. Voting.

Only members in good standing shall be eligible to vote in business. Each member shall be entitled to one vote on any matter requiring a vote by the membership.

Section 4. Quorum.

A quorum shall constitute ten percent (10%) of the membership.

Section 5. Annual Meeting.

The membership shall hold an annual meeting at the January chapter meeting. Notice of such meeting shall be given to all members at their last email or postal address at least ten (10) days prior to the date of the meeting. At the annual meeting, members shall elect Officers of the organization.

Section 6. Regular Meetings.

Regular meetings of the members shall be determined by the Board of Directors. Notice of any change to a set meeting place and time shall be given to all members at their last known email or postal address at least ten (10) days prior to the date of the meeting. Meetings may be cancelled or rescheduled at the discretion of the President due to conditions such as unavailability of meeting location or impending potentially dangerous weather conditions. Email notification will be sent to members as soon as possible after such decision has been made. All meetings shall be conducted under parliamentary authority of Robert's Rules of Order, Newly Revised.

Section 7. Special Meetings.

Special meetings of the members may be called at any time by the President and the Vice-President, or by any three (3) members of the Board of Directors. A special meeting must be called by the President or Vice-President upon the receipt of a written request of at least ten percent (10%) of the members. Written notice of such a meeting stating the time, place, and purpose thereof, shall be served by email or postal mail upon each member not less than ten (10) days before such meeting, at his or her last known address. A special meeting will address only the issue for which it was called.

Section 8. No Right to Assets.

No member shall possess any property right in or to any property of the organization. No member shall be entitled to share in any distribution of the corporate assets in the event of the dissolution of the organization.

ARTICLE V. OFFICERS

The Officers of this organization shall consist of President, Secretary, and Treasurer. Officers shall be elected by the members of the organization at the annual meeting of members by a majority vote of the members present at such meeting. Officers shall be elected for a period of one (1) year and shall take office at the close of the January meeting. Only members in good standing may be Officers of this organization. Officers shall serve without compensation except reimbursement for actual expenses incurred or to be incurred.

Section 1. Duties of the President.

General description: Serve as principle Officer representing Mangrove Chapter; have general supervision of chapter affairs; act as official spokesperson; and perform other duties incidental to the office, including but not limited to

Preside at all general membership meetings.
Appoint ad hoc committees for special tasks as required.
Be an ex-officio member of all committees except the nominating committee.
Sign all documents and contracts.
Determine the time and location of monthly Board Meetings.
Conduct and make reports to monthly Board Meetings.

Section 2. Duties of the Secretary.

Record, maintain, and report minutes of the Board meetings and General meetings to the Board on a monthly basis.
Provide a summary of all of the meetings monthly for communication to the general membership.
Be custodian of all Mangrove Chapter records, except financial. The Treasurer’s report is to be included in the minutes.
Prepare correspondence.

Section 3. Duties of the Treasurer.

Keep, maintain, and report correct accounts of financial transactions monthly with copies to the Secretary for inclusion in the minutes.
Chair the Budget Committee.
Be the custodian of all monies of the organization.
Sign all checks as directed by the Board.
Perform all other duties in keeping with the office, including monitoring incoming mail for bills and receipts, sending recurring reports to various agencies, and all other functions in keeping with State and Federal Laws.

Section 4. Vacancies.

Vacancies in any office shall be filled by appointment by the Board. The appointment will be voted upon by the membership at the next Regular Meeting.

Section 5. Termination of Office.

Each Officer shall, upon the expiration of his/her term of office, or upon resignation or removal, and upon the election or appointment of a successor, deliver to the successor or Board the records of his/her past office. In the case of death, the Board will secure the records as soon as appropriate. All Officers should have the records of their office in a location known to other Officers.

ARTICLE VI. BOARD OF DIRECTORS

The general management of the affairs of the organization shall be vested in the Board of Directors. Members of the Board shall serve without compensation except reimbursement for actual expenses incurred or to be incurred. Officers of the Mangrove Chapter of FNPS automatically serve as members of the Board of Directors.

Section 1. Qualifications.

Only members in good standing in this organization may be Officers or members of the Board of Directors.

Section 2. Composition.

The Board shall consist of the Officers, the FNPS Council of Chapters Representative, the Immediate Past President, and all appointed Committee Chairs.

Section 3. Tenure.

Each Committee Chair shall take office when appointed and serve until duly replaced.

Section 4. Duties and Powers of Board of Directors.

The Board of Directors shall have the authority to:

A. Hold meetings at times and places as may be deemed proper and necessary;

B. Admit, suspend, or expel members or recommend expulsion of members to FNPS;

C. Appoint one member of the Board of Directors to serve as Vice President;

D. Appoint committees on particular topics from members of the Board or from the membership of the organization;

E. Review and approve an annual budget;

F. Audit bills and disburse the funds of the organization;

G. Print and circulate documents and publish articles;

H. Carry on correspondence and communicate with other associations with the same interests;

I. Devise and carry into execution such other measures as it deems proper and expedient to promote the objects of the organization and to protect the interests and welfare of the members;

J. Remove any Officers and Board Members of the organization prior to the termination date of such office;

K. Terminate the contract of any firm, individual, or other entity employed by the organization to perform any and all nature of services to the organization.

Section 5. Duties of the FNPS Council of Chapters Representative.

A. Attend State Council of Chapters meetings to represent and vote for the interests of the Mangrove Chapter.

B. Report on meetings and the annual conference to the Mangrove Chapter Board of Directors.

C. Serve as a liaison between the Council of Chapters, the Mangrove Chapter Board, and the FNPS Society Board.

Section 6. Duties of the Vice President.

A. Exercise the functions of the President during the absence or disability of the President.

B. Act as an aide to the President.

ARTICLE VII. COMMITTEES

The organization may have the following committees, with responsibilities as defined. Additional committees may be formed by the Board of Directors, as necessary.

Conservation and Education: Focus on local, state, and national policies and actions affecting the environment and recommend conservation actions to the Board of Directors.
Field Trips: Plan, organize, and arrange field trips to include Mangrove Chapter members, other environmental groups, and the general public.
Garden: Regularly tend and maintain in good condition the demonstration garden located at Cedar Point Environmental Park.
Grants: Review grant applications supporting the planting of Florida native plants; perform a pre-planting site visit; evaluate all criteria required for approval of funds; perform a post-planting site visit; and install a Mangrove Chapter sign upon completion.
History: Gather and preserve past and current history of all Mangrove Chapter activities.
Hospitality: Greet attendees at general membership meetings, ensure members and guests sign in, and coordinate provision of refreshments as needed.
Immediate Past President: Be available to offer advice and consultation.
Membership: Maintain membership records with mailing and email addresses, endeavor to retain current members, maintain and update the supply of membership meeting name tags, conduct membership campaigns to enroll new members, and act as liaison to FNPS membership director.
Newsletter: Publish an informational e-newsletter, known as the "Mangrove Messenger", and send it to the membership on a monthly basis.
Programs: Plan and oversee programs at general membership meetings, providing lectures, discussions, and other educational and promotional activities.
Publicity: Publicize programs, field trips, events, and other Mangrove Chapter activities via local media.
Website: Monitor the Chapter website at regular intervals; update content and design as needed; post meeting, field trip, and event information in a timely manner; and send upcoming activity information to the FNPS Calendar.
Ad hoc Committees
1. Bylaws Committee: Conduct a review of current bylaws prior to the Annual Meeting. Consider any proposals or motions to amend the bylaws.
2. Nominating Committee: Prepare a slate of one or more candidates for each office for presentation to the members at the Annual Meeting, with notice given at least ten (10) days prior to the date of the meeting.
3. Budget Committee: Prepare an annual budget to fund projects and activities in accordance with the Chapter purpose.

ARTICLE VIII. EXPENDITURES, CONTRACTS, AND DEPOSITS

Section 1. Expenditures.

All expenditures should be guided by the Chapter purpose. The Board of Directors may set a monetary limit for expenditures as they see fit. This limit may be applied temporarily or to certain transactions. Capital expenditures and non-standard large expenses shall be voted upon by the membership where a quorum is present. The Treasurer shall create monthly reports, including deposits and expenses, to enable the Board of Directors to monitor the prior period expenses.

Section 2. Contracts.

The Board must authorize any Officer or agent of the organization to enter into any contract or to execute and deliver any instrument or document on behalf of the organization, the authority of which may be general or specific. Contracts must have Board approval before any contract is entered into. When appropriate, contracts shall be approved by the membership.

Section 3. Deposits.

All funds received by the organization shall be deposited at least monthly to the credit of the organization in such banks or other depositories as may be approved and authorized by the Board. At least two Officers will have access and the ability to monitor bank accounts and make transactions on behalf of the organization. All checks and debits will be reviewed by the Board of Directors.

ARTICLE IX. BYLAW AMENDMENT

The Bylaws of this organization may be amended, repealed, or altered in whole or in part by a majority vote at the annual January meeting of the members at which a quorum shall be present. Notice of the proposed change shall be emailed or mailed to each member at his or her last known email or postal address at least ten (10) days prior to the time and date of the meeting that is to consider and vote on such change or amendment.

Prior to notice being given of such meeting, the proposed change or amendment to the bylaws shall be ratified and approved by the Board by a majority vote of the Board Members present at such Board meeting. Only those Board Members present may cast their vote on the action.

Copies of such revised and amended bylaws shall be given to any member upon request.

ARTICLE X. CONFLICT OF INTEREST

All officers and board members shall be aware of and sign a written Conflict of Interest document, which will be kept on file.

ARTICLE XI. FISCAL YEAR

The fiscal year of the organization shall be January 1 through December 31.

ARTICLE XII. SYMBOL

The organization’s official symbol shall be the red mangrove (Rhizophora mangle).

ARTICLE XIII. RECORDS

The organization shall maintain correct and proper books and records and shall keep minutes of all the meetings of the members and Board. All such records may be inspected by any Officer, member, or the agent or attorney of either, at any reasonable time.

ARTICLE XIV. DISSOLUTION

A local chapter may be dissolved for cause or inactivity upon majority vote of the FNPS Board of Directors. Following dissolution, no Chapter or FNPS property shall be retained in the possession of any member but shall be retained by the FNPS. In the event of dispute about ownership of property or responsibility of obligations, any Chapter member may bring the matter before the FNPS Board for voluntary arbitration

These Bylaws were approved by the Mangrove Chapter Board of Directors on: 9/21/2020.

These Bylaws were revised on: 9/21/2020.