The purpose of the Mangrove Chapter (hereinafter referred to as MC) of the Florida Native Plant Society ( hereinafter referred to as FNPS) is the preservation, conservation and restoration of the native plants and native plant communities of Florida. The MC will provide information to government officials, business people, educators, and the public at large on the protection, management, and restoration of native plant ecosystems through ongoing distribution of knowledge by means of periodic publications, workshops, community projects and regular public meetings.
Eligibility. Any person, family, business, association or corporation approving of, and willing to support and work toward the purpose of this organization, is eligible for membership upon payment of dues. The amount of dues shall be set by the FNPS. Memberships are not transferable.
Termination. Membership shall end when dues are in default for two months or more after the end of the member's renewal month; when a valid mailing or e-mail address is no longer available; upon the death or resignation of a member; or for cause, upon affirmative vote of two- thirds of those members present at a MC Executive Committee (herein after referred to as ExC) meeting.
Reinstatement. Following termination of membership as defined above, a membership may be reinstated by reapplication with payment of dues, or by submission of a valid mailing or e-mail address if dues are still current. If the membership has been lapsed for six months or more, it shall have a new annual payment month that corresponds to the date of reinstatement. If membership is terminated for cause, membership status shall require an affirmative vote of two- thirds of those members present at an ExC meeting.
Members Rights. Each person who is a member is entitled to: (1) participate in MC sponsored events; (2) vote on any question requiring a vote of the general membership; (3) make proposals or motions at a general meeting for consideration by the MC, and such motions or proposals shall be acted upon at once or referred to the ExC for study and recommendation for or against implementation: and (4) be elected or appointed as an officer or MC chairperson.
Each member shall have the right to cast one vote at all MC meetings of members on any motion that may be properly brought before such meeting, including the election of officers. Family members shall be entitled to two votes per family, providing that at least two members of the family are present in person at the time of voting. Each group or business that is a member is entitled to: (1) have all persons in the group or business participate in MC sponsored activities; (2) one vote on any question requiring a vote of the general membership; and (3) have one of their group or business eligible to be an officer.
At annual meetings members shall, by a plurality decision of those present, elect officers. At all meetings of members, members are entitled to vote on any motion, which vote shall be controlling if contrary to a vote of the ExC. Any member in good standing may submit a proposal or motion to amend the Bylaws of MC. The ExC shall take up the proposal in the next regular ExC meeting, or in a special meeting. If a two-thirds (2/3) vote for the proposed amendment cannot be reached in an ExC session, the proposal will fail. The decision will be reported at the next general membership meeting.
The Annual Meeting shall be the second week in May, but no more than fourteen months following the previous general membership meeting. Written / e-mail / website notice of this meeting shall be provided to all members from two to six weeks in advance.
In addition to Annual Meetings of members, meetings of members may be called at anytime by: (1) majority vote of the ExC or (2) by the President; and must be called by the President on petition of at least ten percent (10%) of the members.
Notice of meetings, giving the purpose of the meeting, shall be mailed/e-mailed to each member at least two weeks but not more than six weeks prior thereto.
A quorum shall consist of those members attending that meeting and shall be empowered to transact MC business on behalf of the entire MC membership.
The location of all general meetings of the membership is subject to approval of the ExC.
All members are expected to conduct themselves with a regard for the environment consistent with the purposes of the MC. When a member is convicted of violation of environmental law, or is deemed to have committed acts contrary to the written policies of the MC; a two-thirds (2/3) majority of the ExC may order that their membership be terminated, or that renewal of their membership be denied. Subsequent reinstatement of a terminated membership shall be at the discretion of the ExC.
Officers shall consist of the President, Vice President, Secretary, Treasurer, Chapter Representative and Immediate Past President.
The ExC shall consist of all MC officers plus standing committee chair directors. Five shall be considered a quorum. Meetings shall be held immediately before each general meeting or whenever the President shall decide. The ExC shall be empowered to transact business on behalf of the entire MC membership. All meetings are open to MC members, on a non-participating basis, except during discussion of personal matters. ExC meetings may be held by telephone conference call or internet meeting software.
Only MC members may serve as officers and on committees.
All officers shall be elected by a plurality vote at the Annual Meeting (May) of MC members present and voting. Those elected shall serve for a one year term. They shall take office as soon as possible. The offices of President, Vice President ans Secretary shall be limited to three consecutive terms, in a given office. To provide continuity, the Treasurer and Chapter Representative's terms shall not be limited.
Officers shall keep in an orderly manner all documents and records relating to their responsibilities and duties, and shall deliver them to their successor at the expiration of their term of office.
Prior to each Annual meeting, the President shall appoint a nominating committee, whose duty shall be to prepare a slate of one or more candidates for each office, for presentation to the membership at the Annual meeting. No member of a nominating committee shall be nominated for an office by that committee. The nominees shall be announced to the MC. Notice shall appear in MC publications, either written or e-mail or posted on the MC website. After the slate of the nominating committee is presented at the Annual Meeting, the chair shall ask for and present to the membership any other candidates that members present may propose. No person may be nominated without that person's consent.
Any officer or member of the ExC having four consecutive unexcused absences from duly scheduled EXC meetings may be considered suspended.
President. As the principal officer representing MC, the President shall: (1) preside at all meetings and make reports to members and the ExC; (2) have general supervision of MC affairs; and (3) perform all such duties that are either incidental to the office or delegated to the office by the MC. The President shall also be the official spokesperson for MC. The President shall also be an ex-officio member of all committees except for the nominating committee.
Vice President. The Vice President shall have such powers and duties as may be delegated by the MC or the President. The Vice President shall exercise the functions of the President during the absence or disability of the President.
Secretary. The Secretary shall keep, or cause to be kept, the minutes of all meetings of (1) the members and (2) the ExC. Minutes shall include the following: (1) time and place of the meeting; (2) the notice given; (3) the names of those present at ExC meetings; (4) the number of members present at regular meetings; and (5) the proceedings. The Secretary shall also monitor the e-mail site, and conduct any required correspondence. The Secretary will exercise the function as President if both the President and Vice President are absent for general or ExC meetings.
Treasurer. The Treasurer shall have the following duties: (1) keeping and maintaining complete, accurate, and up-to-date accounts of all financial transactions of the MC including assets, liabilities, receipts, and disbursements; (2) depositing all money and other valuables in the name and to the credit of MC with such depositories as approved by the MC; (3) disbursing MC funds as approved by the MC; (4) when requested, giving the President and MC a report and account of the foregoing transactions; and such other duties as delegated by the members, the MC, or these Bylaws, in keeping with State and Federal laws. The Treasurer shall exercise the function of President if the President, Vice President and Secretary are absent from general or MC meetings.
Chapter Representative. The Chapter Representative shall have the following duties: (1) Represent the MC at all Council of Chapter meetings. (2) Represent the MC at all other functions as assigned by the President. (3) Report on the Chapter Representative's meetings and attendance of functions to the BOD and General Membership.
Exc members may not assign a voting proxy.
Vacancy in office. A vacancy in office of an officer shall be filled at a meeting of the ExC. A plurality of officers casting votes shall be sufficient to elect. The term of any officer so elected shall be the unexpired term of the officer who created the vacancy.
The removal of an elected officer can only be done by a majority vote at a general membership meeting. However, an officer may be requested to resign at any time on the affirmative vote of a two-thirds (2/3) majority of the ExC whenever, in its judgment, the Chapter will be best served thereby.
No member of the MC shall possess any property right in or to any property of the MC.
The ExC shall have at least ten meetings per year. At each meeting of the ExC, the time and place of the next regular meeting will be announced. Special ExC meetings may be called by the President or at the request of twenty-five percent of the ExC. Notice of the time and place of all meetings, including the purpose of any special meeting, shall be provided to each member of the ExC not less than five days but not more than six weeks prior.
Either the President or the ExC may create standing and/or temporary committees.
The President shall appoint committee chairs and members subject to ratification of the ExC. The ExC has the duty to establish and change a committee's goals, and the power to terminate it and to end an appointment to it.
When powers are not specified, the committee has all the powers that are reasonably necessary
to achieve committee goals, not otherwise restricted by these Bylaws.
Each committee chair shall report on committee work to the ExC: (1) when directed by the President or ExC; (2) at the end of a year after appointment even if not directed; and/or (3) after the committee is terminated.
Committees may adopt their own procedural rules as long as they are not inconsistent with the Bylaws and procedures of the MC.
(1) Chapter Representative. The Chapter Representative is a vital communication link between FNPS and our MC. Chapter Representatives must be able to attend FNPS Board of Directors meetings as a representative of MC. The Chapter Representative has one (1) vote on the FNPS Council of Chapters. The primary function is to provide information to the MC about FNPS proceedings and report MC items to the FNPS. In the event of an excused absence, it is highly recommended that the MC send an alternative.
(2) Membership Committee. This committee shall maintain close contact with the membership department of the FNPS. It shall keep the MC's membership records and mailing list and shall conduct membership campaigns to enroll new members. It shall endeavor to retain those members who have become delinquent in the payment of their dues. It shall also send a copy of the MC Bylaws to each new member.
(3) Program Committee. This committee shall be responsible for planning and overseeing programs at general membership and Annual meetings. The committee shall provide lectures, discussions, and such other events as may promote interest in and appreciation for the native plants and native plant communities of Florida. The Committee shall plan, organize and arrange for the proper conduct on the field trips that may be participated in by members of the MC and others interested in the purposes and aims of the MC.
(4) Field Trip Committee. This committee shall plan, organize and arrange for the proper conduct of the field trips that may be participated in by members of the MC and others interested in the purposes and aims of the MC.
(5) Conservation and Education Committee. This committee shall focus on local, state and national policies and actions affecting the native plants and native plant communities. It shall recommend conservation policies and action to the MC. It shall conduct, or cause to be conducted, workshops in native plants and their communities for members and others, and shall cooperate in furthering the educational objectives and programs of the FNPS.
(6) Publicity Committee. This committee shall publicize, through newspapers, radio, TV and other media, the purposes, aims, programs and activities of the MC.
(7) Newsletter Committee. This committee shall publish at least eight (8) times a year, a bulletin or newsletter, written/email or on the website, for the members of MC and shall prepare other publications helpful to the MC’s success.
(8) History Committee. This committee shall gather and preserve all history past and current of all activities and projects undertaken by the MC in a manner such that future MC members may access for information and general knowledge. This includes photos, news coverage, newsletters, issues of the Palmetto, other Chapter newsletters, information on native plants, etc.
(9) Bylaw Committee. This committee will be created as needed by the President or ExC at such time as there are any Bylaws that may need to be revised. The changes will be presented to the general membership in the newsletter and voted on at the next general meeting with an affirmative vote of three-fourths (3/4) of the members present needed to revise. After the amendment, a copy of these Bylaws shall be provided to each member.
(10) Hospitality Committee. This committee shall arrange or supply refreshments prior to each general meeting. The committee will also be sure all attendees to the general meetings are greeted and sign in on the MC notebook. Guests are requested to provide addresses so that the newsletters may be mailed to them as encouragement to join the MC.
Meetings or field trips must be held at least six (6) times a year.
Each chapter has the primary responsibility of (1) representing FNPS in its area and (2) initiating programs and actions that are consistent with the goals of FNPS. Reports about and documents related to newly undertaken chapter programs and activities shall be promptly forwarded to the FNPS Secretary.
No chapter, chapter officer or chapter member has the power to bind MC under any circumstances without express authority from the MC.
The ExC may accept on behalf of MC any contributions, gift, bequest, or device for either general or specific purposes of MC.
The ExC is empowered to approve expenditures of up to $250.00 for appropriate projects and materials without prior general membership approval. The membership must be informed at the next general meeting.
The fiscal year shall correspond to the calendar year.
The Saw Palmetto (Serenoa repens) is the official symbol of the FNPS.
The Red Mangrove (Rhizophora mangle) is the official symbol of the MC.
The MC shall publish a newsletter, written/e-mail or on the website, which shall be called the Mangrove Messenger. It shall contain news and official announcements about MC, as well as other materials of interest.
For all meetings, the rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern the MC in all cases to which they are applicable, and in which they are not inconsistent with these Bylaws and any special rules of order the MC may adopt.
(1) Said organization is organized exclusively for charitable, religious, educational, or scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
(2) No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purposes clause hereof. No substantial part of the activities of the organization shall be carried on of propaganda, or otherwise attempting to influence legislation and the organization shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by any organization, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
(3) Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government or to a state or local government for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
APPROVED May 8, 2018
© 2020 Mangrove Chapter, Florida Native Plant Society