Bylaws
Bylaws of the Washington State Nursery & Landscape Association
Revised January 2006
ARTICLE I NAME
The name of the corporation shall be the WASHINGTON STATE NURSERY & LANDSCAPE ASSOCIATION, INC. All references to the name of the Association hereinafter shall conform to this name.
ARTICLE II PURPOSE
The purpose of the Washington State Nursery and Landscape Association is to support the success of its members by serving, promoting, representing, and educating the horticultural community of Washington State.
The Association shall further its purpose by the following means:
Section 1 SERVICES:
To serve our members by offering services and materials where they can be provided more advantageously in quantity or which they could not provide for themselves; and by offering educational programs and/or seminars to upgrade the professional knowledge and abilities of the members and their personnel.
Section 2 INTERNAL RELATIONS:
To bring into closer contact nurserymen, landscape architects, landscape contractors, landscape maintenance contractors and those in allied trades, in order to improve our relations with one another in the interest of the consuming public.
Section 3 EXTERNAL RELATIONS:
To communicate with other professional organizations serving the industry, governmental agencies and the general public to facilitate improved coordination in the interest of the consuming public.
Section 4 LEGISLATIVE:
To continue to expend every effort to protect the interests of the industry by careful attention to the legislative branches of local, state and national government. To provide seminars or training sessions in complying with laws already implemented.
Section 5 MEMBERSHIP & GROWTH:
To continually encourage membership of all phases of the industry in order to truly be representative of the industry.
Section 6 FINANCE & CONTROL:
To maintain an income structure sufficient to accomplish the objectives of the organization.
Section 7 ADMINISTRATIVE SUPPORT:
To provide and maintain a paid executive director and staff to implement the ongoing work of the Association. To provide the continuity for members, chapters, and the public as well as the governmental bodies to which we are responsible.
Section 8 ASSOCIATION IMAGE:
To continue to maintain and promote the image of the Association and hold its members in high esteem, both within our own ranks, and in the eyes of the public.
ARTICLE III - CLASSES OF MEMBERSHIP
Section 1 REGULAR MEMBERSHIP:
Any individual, business, whether nursery, either growing or retailing; landscape contracting or maintenance or; landscape architectural in the State of Washington, who shall bear a reputation for trustworthy dealings, may become a regular member of the Association. Such membership shall also constitute membership in an active regional chapter of the Washington State Nursery & Landscape Association. Membership shall also include participation in one of the following industry caucuses: wholesale grower, greenhouse grower, nursery retailer, designer, landscaper, horticultural educator, horticultural supplier or out of state member. Each regular membership has one voting right at the chapter and caucus level, as well as the state level. Owners and/or designated management personnel are eligible to serve as state officers, directors, and as chapter presidents, or any other chapter office. Only one member of a business may hold office on a state level at one time.
Section 2 - BRANCH MEMBERSHIP: Any business having more than one outlet in the state shall be entitled to hold one company membership for the business with one vote at state level. Each additional outlet shall be required to come in as a branch or regular member. If branch membership is chosen for an outlet, the designated representative of that outlet shall serve as the voting member at the chapter level only.
Section 3 ASSOCIATE MEMBERSHIP:
Businesses engaged in allied trades, such as dealers in nursery supplies, implements, etc., may become associate members of the Washington State Nursery & Landscape Association and of the supplier caucus. Owners and/or designated management personnel are eligible to serve as state officers. They also have the option of becoming regular members. Representatives of associate member companies may serve on the Board of Directors.
Section 4 OUT-OF-STATE MEMBERSHIP:
Any individual business, owning or operating a nursery business, landscape architectural business, or allied trade outside the state of Washington shall be eligible for out-of-state membership. Out-of-state member businesses may organize as a chapter or caucus with one representative on the state board of directors.
Section 5 AFFILIATE MEMBERSHIP:
This membership covers a broad scope of individuals as compared to businesses. The various kinds of affiliate members include:
a) Educators: Persons who are currently teaching vocational horticulture in the State of Washington may become affiliate members.
b) Researchers: Persons who are currently involved in research related to our field may become affiliate members.
c) Extension Service: Persons who are currently working for Washington State University, in the capacity of Extension Agent or Extension Specialist may become affiliate members.
d) Employees of member businesses in the regular category are eligible for membership in the affiliate category.
e) Employees of governmental agencies, school maintenance crews, non-profit arboretums, and non-profit botanical gardens whose businesses would not normally become members of WSNLA, are eligible for affiliate membership.
f) Any other individual who seeks membership in WSNLA and does not fit in another category can join as an affiliate member.
Section 6 HONORARY MEMBERSHIP:
a) Honorary Life Members: Individual members, who, having performed some outstanding service in the field of horticulture, or in the interests of nurserymen or our Association, are deemed worthy of this honor and may be awarded honorary life membership in the Association. They may continue their credits and retain certification after retirement.
b) Honorary Members: Persons in official positions, such as research, extension, federal and state employees, etc., who are working in the nursery industry or related fields, may be voted honorary, nonvoting members by the board for the duration of their official connection with the industry, or at the discretion of the board. They may qualify for Certified Professional Horticulturist (CPH) certification at the discretion of the Certification Board.
Section 7 STUDENTS:
Persons who are attending full time: high school, junior college, vocational schools, or four-year universities in courses related to our industry may become members of the Association.
Section 8 NEW MEMBERS:
When an application form, properly executed and accompanied by an appropriate fee payment, is received by the executive director, the business or individual shall be listed as a member of this Association and shall be affiliated with a caucus and active chapter with the privileges of his class of membership subject to the final approval of the state board of directors. The board may delegate acceptance of applications to the executive director.
Section 9 VOTING RIGHTS:
Each member except a branch member is entitled to one vote at the state level. When membership is held by a partnership or corporation, one individual shall exercise the right to vote for the business.
Section 10 TERMINATION OF MEMBERSHIP:
The board of directors of WSNLA may suspend or expel any member of the Association for non-payment of dues, for violation of any rules or practice properly adopted by this Association, or for conduct which tends to bring disrepute upon the nursery industry. A hearing will be granted by the board if requested by the business in question.
ARTICLE IV OFFICERS
Section 1 OFFICERS:
a) The officers of the state Association shall be president, president-elect, vice president and treasurer. They shall be elected for one-year terms, with the exception of the treasurer, who shall be elected for two-year terms.
b) The executive director shall be appointed for an indefinite period by the board of directors. Compensation shall be set by them.
c) The five named above, (in a and b) plus the immediate past-president shall form the executive committee of the Association.
d) The elected officers shall serve as members of the board of directors with full right to vote, with the president exercising his right to vote according to Roberts Rules of Order.
Section 2 OFFICER QUALIFICATIONS:
a) The president, president-elect, vice president and treasurer shall each be a member of a regular or associate member business of the Association.
b) No member shall hold more than one elective office at any time.
c) No one member business shall have more than one person in that business holding a state office at the same time.
Section 3 ELECTION PROCEDURE:
a) The immediate past president of WSNLA shall be in charge of the nominations process. (S)he shall contact chapters and caucuses by June 1st to begin the process of nominee selection for state offices.
b) Chapters and caucuses shall inform the immediate past president of their choices for those offices by August 1st.
c) The immediate past president shall inform the WSNLA executive director of their selections.
d) The executive director shall cause the slate of officers to be printed in the October issue of B&B along with any information or pictures available on the candidates.
e) Any chapter or caucus by majority vote may add to this slate of nominees previous to September 1st by notifying the executive director in writing.
f) The executive director shall be responsible to see that a ballot is prepared with the complete slate of nominees for each office plus ample blank lines for write-in votes. Prior to November 1st, the ballots shall be sent to each voting member of record at that time. No markings are to be made on this ballot to indicate the voters identity.
g) Each voting member shall mark a ballot with a selection for each office, then mail , FAX, or email to WSNLA by December 1st.
h) The ballots shall be opened, results tallied, and kept confidential by the executive committee and the executive director. Emailed votes shall be printed and retained with mailed and FAXed ballots. Results shall be announced to the board of directors, then to the members at the Annual Meeting.
Section 4 DUTIES OF THE PRESIDENT:
The president shall preside at all meetings of the Association and of the board of directors. As executive head of the Association (s)he shall enforce its bylaws, rules and regulations, and execute the will of the Association and the board of directors. (S)he shall work with the executive director to see that basic policies and programs that will further the goals and objectives of the Association are planned, formulated and presented to the board of directors; with the executive director, act as spokesman for the Association to the press, the public, legislative bodies, and related organizations. (S)he shall appoint all committees, not otherwise provided for, subject to the approval of the board of directors.
Section 5 DUTIES OF THE PRESIDENT-ELECT AND VICE-PRESIDENTS:
The president-elect and vice-president shall, during the absence of the president, exercise all the powers and discharge all the duties of the president until the president shall resume those duties. They shall assist the president by taking the responsibility of ex officio member of the committees assigned to them. They shall work closely with the president in executive committee to determine policy, subject to the approval of the board of directors.
Section 6 DUTIES OF THE TREASURER:
a) The treasurer shall work with the finance committee and staff to see that the resources of the Association are being managed properly.
b) The treasurer shall keep a close watch on expenditures with due reference to the budget, and call attention to the finance committee or executive director any matter which (s)he feels should be considered further before expenditures are made.
c) The treasurer shall serve as finance committee liaison to the executive committee and the Board of Directors.
d) The treasurer shall serve as chairman of the finance committee.
Section 7 DUTIES OF THE EXECUTIVE DIRECTOR:
a) The board of directors shall hire an executive director to conduct the business of the Association, subject to the will and directives of the board of directors and within the limits of the approved budget.
b) The executive director shall serve as the corporate secretary with no right to vote.
c) The executive director shall serve as the executive secretary for the WSNLA Scholarship and Research Charitable Fund.
Section 8 SUCCESSION OF OFFICERS:
a) If for any reason the office of the president shall become vacant, the president-elect shall succeed to that office. If for any reason the office of the president-elect becomes vacant, the vice-president shall succeed to that office.
b) If the offices of vice-president or treasurer become vacant, the board of directors shall fill these positions by appointment from the active membership at the next board meeting, as an interim officer until the next general election.
ARTICLE V EXECUTIVE COMMITTEE
Section 1 COMMITTEE MEMBERS:
The executive committee shall consist of the president, president-elect, vice-president, treasurer and immediate past-president. The executive director shall act as advisor to the executive committee and shall attend all meetings.
Section 2 MEETINGS:
The executive committee shall meet at the call of the president whenever (s)he feels it is necessary. The president shall set the time and place.
Section 3 DUTIES:
a) The executive committee shall develop new ideas, programs, goals and objectives to suggest to the board of directors. They shall support and work with the president in studying Association problems as they arise and make recommendations for action subject to a vote by the board of directors. The executive committee shall act on behalf of the Board of Directors when time is of the essence and convening a special Board meeting is not feasible. The Board may discuss and re-approve Executive Committee decisions at its next regular meeting.
b) The executive committee shall be charged with the responsibility of performance reviews, hiring and firing of the executive director, subject to the will of the board of directors.
c) They are responsible for presenting nominees for the office of trustee of the WSNLA Scholarship and Research Charitable Fund. These nominees must then be duly elected by the board of directors.
ARTICLE VI BOARD OF DIRECTORS, POWERS & DUTIES
Section 1 MANAGEMENT:
The board of directors shall constitute the governing body of the Association and shall have the general power to determine the policy of the Association and to carry such policy into effect. The board shall consist of the duly elected or appointed directors from each active chapter and each caucus, the Association immediate past-president, the Association president, the president-elect, vice-president and the treasurer. The executive director shall act as an advisor to the board and shall attend all board meetings. The board may expend the funds of the Association and, in general, do everything which it may deem necessary in order that the purposes, objectives, and business affairs of the Association may be properly managed and conducted.
Section 2 DIRECTORS BOARD MEETINGS:
The board of directors shall hold a regular board meeting just preceding the annual meeting of the members of the Association. This will be presided over by the outgoing president. A minimum of three other board meetings during the year shall be scheduled by the president.
Section 3 QUORUM:
A quorum must be established by the roll call with two-thirds of the board members.
Section 4 VOTING RIGHTS:
Each member of the board of directors shall be entitled to one vote. A majority vote shall govern on any question, proceeding or matter before the board of directors. The president shall vote only when voting of the other members of the board has resulted in a tie. In the case of a vote necessary between board meetings a mail, fax or email ballot can be used.
Section 5 DUES:
The board of directors shall have the power to fix entrance fees, dues and assessments of members and to decrease or increase them from time to time as may be necessary. The board may allocate a certain percentage of dues to the chapter/caucus treasuries, the remainder to the WSNLA treasury. Where there is no active chapter/caucus, all dues go to WSNLA.
Section 6 ALTERNATE DIRECTORS:
If for any reasonable cause the director of any chapter is unable to attend a board meeting, then the chapter president shall have the right to send an alternate, who shall have full rights and voting powers in the meeting for which he has been appointed. The chapter president shall notify the executive director of the substitution.
Section 7 INDEMNIFICATION OF DIRECTORS AND OFFICERS:
a) Each director and officer of the corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be indemnified to the fullest extent permitted by the laws under which this corporation is formed. Nothing contained in the previous sentence shall limit the corporations ability to reimburse expenses incurred by a director in connection with an appearance as a witness in a proceeding at a time when (s)he has not been made a named defendant or respondent in the proceeding when such indemnification is expressly authororganorganized by the board of directors.
b) Each person who serves at the request of the corporation as a trustee of an employee benefit plan, or membership program, shall be indemnified when such indemnification is expressly authororganorganized by the board of directors. Further, any employee or other agent of the corporation may be indemnified to the same extent as directors and officers when such indemnification is expressly authorized by the board of directors.
c) The corporation may obtain insurance on behalf of any person who is or was a director, officer, employee or agent, against any liability arising out of that persons status as such, whether or not the corporation would have the power to indemnify that person against such liability.
ARTICLE VII ANNUAL MEETINGS
Section 1 ANNUAL MEETING:
There shall be no less than one regular meeting each year. The date and place for the meeting shall be set by the board of directors. The executive director shall notify each member in writing or by publication in the official publication, at least fourteen days prior to the meeting.
Section 2 SPECIAL MEETINGS:
Special meetings of the Association may be called by the president, the board of directors, or by the request of 10% of voting members in good standing, such requested to state the object of the meeting. The executive director shall notify each member in writing; or by publication in the official publication; or by FAX; or email at least ten days prior to the special meeting.
Section 3 QUORUM:
A quorum at all general meetings of the state Association shall be twenty-five members.
ARTICLE VIII CHAPTERS/CAUCUSES
Section 1 REPRESENTATION:
To give adequate representation to all members of the Association, the board of directors shall have the right to establish such chapters and caucuses as may, in their opinion, be necessary. Chapters and caucuses must agree to uphold WSNLA code of ethics and work cooperatively toward stated WSNLA goals.
Section 2 CHARTERS:
When a chapter or caucus is organized, it shall submit its own policy document to the board of directors of this Association. If it is approved by the board of directors, a certificate of charter shall be issued to the chapter or caucus. The chapter and caucus policy documents must conform to the state bylaws in principle.
Section 3 TERMINATION OF CHARTER:
The board of directors may revoke the charter of any chapter or caucus for violation of any rule or practice properly adopted by this Association or for conduct which tends to bring disrepute upon the nursery industry. A hearing shall be provided by the board of directors.
Section 4 DIRECTORS:
a) Each active chapter and caucus shall be entitled to a director on the board of directors of the Association.
b) The director from each active chapter will be the current chapter president elected by the active chapter.
c) Caucuses will select one board member for each caucus. Nominees or volunteers will be voted upon by these means: email, mail, FAX, voice, or authorized telephone messaging. The board may delegate conduct of the election to the executive director.
Section 5 TERMINATION OF DIRECTORSHIP:
If any director fails to carry out his/her duties, or ceases to be eligible for membership, the chapter or caucus which elected him/her shall declare the office vacant by a majority vote and must elect a new director within thirty days. If the chapter fails to elect a director within thirty days, then the board of directors shall have the power to appoint a successor until the next annual meeting.
Section 6 DIRECTORS FOR NON-CHARTERED CHAPTERS:
In areas where no chapter is active or functioning, as determined by the state board, the industry segments will be represented by their industry caucus member.
Section 7 APPEALS:
Chapter and caucus members may appeal to the WSNLA board of directors for a decision on any controversial matter.
ARTICLE IX PUBLICATIONS
Section 1 OFFICIAL PUBLICATION
There shall be an official publication of the Association, which shall be published on a regular schedule throughout the year. All expenses for the publication shall be underwritten by the Association.
Section 2 FEES:
Advertising and subscriptions may be sold for the official publication and other Association publications. The acceptance of fees from advertisers shall in no manner constitute an endorsement of any product or service by the president, the board of directors, the general membership, and/or the editorial staff of the Association.
Section 3 LOGO:
The Association shall have an official logo. This logo shall be kept registered as a trademark with the Secretary of the State of Washington. This logo, and any other logos used previously or subsequently by the Association, shall be used or displayed only by the Association, its chapters and regular, associate or out-of-state members, and only in ways consistent with the objectives contained in ARTICLE II, and the terms of the current WSNLA Policy Book.
ARTICLE X COMMITTEES AND BOARDS
Section 1 STANDING COMMITTEE:
The standing committee of WSNLA shall be: finance. The two boards shall be Certification as well as Scholarship and Research Charitable Fund.
Section 2 APPOINTED:
The finance committee chair shall be the current treasurer unless another is appointed by the president and approved by the board of directors. The members of the boards shall be appointed by the president and approved by the board of directors.
Section 3 CHAIN OF COMMAND:
The committee and boards shall report to the board of directors all appropriate matters pertaining to their boards and committee for approval and final action.
Section 4 TERMS:
Committee appointments are for one year, unless otherwise stated. Members of the WSNLA Scholarship and Research Charitable Fund Board of Trustees shall have six-year terms. The members of the Certification Board shall have three-year terms, staggered so that only one member of each of these boards retires in any given year.
ARTICLE XI PROPERTY & FUNDS
All property and funds of the corporation shall be in the name of the corporation. No member shall have any rights in and to any property or funds of the corporation, and upon death, withdrawal, or expulsion from the corporation, shall not be entitled to receive any interest in any assets for the corporation. The property belonging to and in the name of the corporation shall be used and administered in accordance with the desires, purposes and intentions of the corporation. The personal property of WSNLA shall be kept insured against fire and theft. All elected officers, staff personnel, and volunteers are to be covered by a blanket bond at all times.
ARTICLE XII AMENDMENTS
Section 1 REGULAR AMENDMENTS:
These bylaws may be amended by two-thirds vote of the members present at any regular or special meeting, provided notice of such proposed changes shall be mailed by the executive director to each member in good standing or published in the official publication not less than ten days prior to such meeting.
Section 2 EMERGENCY MAIL BALLOTS:
If the board of directors, by a two-thirds majority, shall find that an emergency exists whereby a vote of the members would seem desirable prior to the annual meeting, the directors may order a mail, telephone, FAX, or email ballot to be submitted to each and every voting member of the Association pertaining to such emergency matter which needs such vote of the members. Such emergency may include an amendment to the bylaws, but shall not be restricted to this, and may cover any necessary item of business which, by two-thirds majority opinion of the board of directors, is of an emergency nature.
Section 3 PROCEDURE FOR MAIL, TELEPHONE, AND EMAIL BALLOTS:
The executive director, when conducting voting, shall see that the proposed resolution, measure, proposition or amendment is mailed, FAXed, or emailed to all the voting members, together with an enclosed ballot. The ballots should be marked by the members and returned to the WSNLA office within 30 days, and counted by a committee appointed by the president. Telephone ballots shall be marked by a staff member with time and date of call noted and name of caller recorded. Emailed votes shall be printed and retained with mailed and FAXed ballots. The result of the balloting shall be announced in a subsequent issue of the official publication.
Section 4 LEGAL NUMBER OF NECESSARY VOTES AND PERCENT OF "YES" TO RATIFY:
A simple majority vote on ballots returned for most issues will be considered sufficient to ratify. A two-thirds "yes" vote on ballots returned will be required for bylaw changes in order to ratify. In both cases, a minimum number of ballots returned necessary to ratify shall be equal to a quorum at an annual meeting.
Section 5 ROBERTS RULE OF ORDER:
When any rules or regulations are not provided for in the bylaws, Roberts Rules of Order will prevail.
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