Association Bylaws

 

NORTH AMERICAN HORTICULTURAL SUPPLY ASSOCIATION

General Offices:
100 N. 20th Street, Suite 400
Philadelphia, PA 19103-1443

CONSTITUTION AND BYLAWS

 

As Amended

 

September 11, 1989

June 5, 1990

June 19, 1996

June 14, 1999

June 6, 2006

June 8, 2009

June 6, 2011

 

 

ARTICLE I

NAME AND PURPOSES

 

Section 1.01. Name. The name of the organization shall be the North American Horticultural Supply Association.  The Association shall be incorporated in the Commonwealth of Pennsylvania.

                            

Section 1.02. Purposes. The purposes of the Association shall be, in all ways which are lawful and consistent with the public interest, as follows:

1. To promote a better understanding of the functions of distributors and manufacturers.

2. To explore approaches to developing more efficient and economical distribution and manufacturing.

3. To advise members of legislation and regulations affecting their businesses and to encourage active involvement regarding them.

4. To actively promote our Industry by cooperating with growers, retailers, manufacturers, and all others associated with the Horticultural Industry.

5. To apprise the public of the Industry's scope and character.

 

ARTICLE II

MEMBERS

                        

Section 2.01. Distributor Members. Distributor Membership in this Association shall be available to any firm or corporation that is involved in distribution and selling products to the green industry horticulture business. The applicant, upon meeting additional eligibility requirements set forth by the Board of Directors from time to time, may be enrolled by the Board of Directors. Upon subscribing to the Constitution and Bylaws and the payment of annual dues, which shall be established by the Board of Directors, an enrolled applicant shall become entitled to all the rights, privileges and obligations pertaining to a Distributor Member.

 

Section 2.02. Manufacturer Members.  Manufacturer Membership in this Association shall be available to any corporation, partnership, or proprietorship engaged in the manufacture of lines of goods commonly distributed by Distributor members of the Association.  The application, upon meeting additional eligibility requirements as set forth by the Board of Directors, may be enrolled by the Board of Directors.  Upon subscribing to the Constitution and Bylaws and the annual dues, which shall be established by the Board of Directors, an enrolled applicant shall become entitled to all rights, privileges, and obligations pertaining to a Manufacturer Member.

 

Section 2.03. Associate Members.  Associate Membership in the Association shall be available to any corporation, proprietorship, or partnership engaged in the publication of technical journals, textbooks, or trade publications pertaining to the horticultural hard good supply industry or is engaged solely as a consultant to the industry.  The applicant, upon meeting additional eligibility requirements as set forth by the Board of Directors, may be enrolled by the Board of Directors.  Upon subscribing to the Constitution and Bylaws and the payment of a membership fee and the annual dues, both of which shall be established by the Board of Directors, the enrolled applicant shall be entitled to all of the rights, privileges and obligations pertaining to an Associate Member.  Associate Members may serve on committees, but may not hold office or vote.

 

Section 2.04. Honorary Members.  Honorary Membership in the Association shall be conferred at such time and under such terms as may be established by the Board of Directors.  Honorary Members shall be without privilege to hold office or vote in general association matters.

 

Section 2.05. Application for Membership.  Application for Distributor, Manufacturer and Associate Memberships shall be in writing in the form approved by the Board of Directors and shall contain such information as the Board of Directors shall require, including the name, location and nature of the business of the applicant, and shall include an agreement that if admitted to membership, the applicant will observe the provisions of the Corporation’s Articles of Incorporation and Bylaws and pay the initiation fees, dues and assessments established by the Board of Directors.”  Admission to membership requires the affirmative vote of one hundred (100) percent of the Board of Directors then in office.  No qualified applicant shall be denied membership in the Corporation.  Upon admission, Distributor and Manufacturer Members shall have full voting rights and privileges.  Applications for Membership shall be made on a form approved by the Board of Directors.  Associate Members shall have no voting rights.

 

Section 2.06.  Members’ Dues.  The annual dues payable to the Corporation by all classes of Members will be in such amounts as may be determined from time to time by resolution adopted by the affirmative vote of two-thirds (2/3) of the Board of Directors.

 

Section 2.07.  Voluntary Termination of Membership.  A Distributor, Manufacturer or Associate Member may resign at any time by giving written notice of its resignation to the Corporation accompanied by (a) full payment of all unpaid dues and assessments for the entire fiscal year in which such resignation is effective, and (b) the Distributor, Manufacturer and Associate’s pro rata share of all other obligations incurred by the Corporation prior to its receipt of such Member’s resignation.”  Any such resignation shall take effect at such time after receipt thereof by the Corporation and may be specified therein, but if no such time is specified in the resignation, it shall take effect immediately upon receipt by the Corporation. All rights, privileges, and interests of a Member in or to the Corporation shall cease on termination of Membership.  Upon termination of such Member in the Corporation, no dues or assessments shall be reimbursable.

 

Section 2.08.  Involuntary Termination of Membership.  Resignations from Membership shall be presented in writing to the Executive Director at least thirty days prior to the expiration of the current Membership term, and shall not be accepted until all dues and other obligations to the Association have been paid in full.  Membership may be terminated for one or more of the following reasons:

 

a.  Discontinuance of or retirement from the distribution of hard goods and kindred lines.

 

b.  Making or having made a materially false statement in the Application for Membership or Membership Information Form.

 

c.  Failure to pay dues or assessments due to the Association.

 

d.  Liquidation or failure of Member's business.

 

e.  Failure to continue to meet the minimum qualifications for Membership.

 

f.  Where the ownership, management or operation changes, the Board of Directors may cancel or suspend the Membership and require the filing of an application if the suspended firm or corporation desires to be affiliated with the Association.

 

Termination of Membership may be affected only by an affirmative vote of at least two-thirds (2/3) of the Board of Directors provided, however, the Member concerned has received written notice at least ten (10) days prior to the action, which notice shall state the reasons upon which Membership termination is being considered and the Member has been afforded an opportunity to be heard by the Board of Directors before any action is taken.

 

Section 2.09.  Meetings.  The Annual Meeting of the Membership shall be held each year at the time and place set by the Board of Directors.  Special meetings of the Members may be called by the Board of Directors or upon the written request of at least fifty (50) percent of the Distributor and Manufacturer Members directed to the Executive Director.

 

Section 2.10.  Notice of Meetings.  Written notice of each Annual Meeting shall be given not less than thirty (30) days prior to the meeting.  Written notices of Special Membership Meetings shall be given not less than thirty (30) nor more than sixty (60) days prior to the meeting.

 

Section 2.11.  Quorum.  At all Membership Meetings, twenty-five (25) percent of the Distributor and Manufacturer Membership shall constitute a quorum, and the acts of a majority thereof shall be the acts of the Membership, except as may otherwise specifically be provided by statute, by the Articles of Incorporation, or by these Bylaws.

 

Section 2.12.  Voting.  Each Distributor and Manufacturer Member shall be entitled to one (1) vote on each matter submitted to a vote of the Membership (Members).  Only the designated voting representative of a Distributor or Manufacturer Member, or his or her designated alternate or substitute, may vote on behalf of the Member.

 

Section 2.13. Members May Vote in Person or by Proxy at Annual or Special Membership Meetings.  Every Distributor and Manufacturer Member entitled to vote may vote either in person or by proxy.  Every proxy shall be executed in writing by the Distributor or Manufacturer Member, by its designated voting representative, alternate or substitute, or by a duly authorized attorney-in-fact and filed with the Executive Director of the Corporation.  A proxy shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until notice thereof has been given to the Secretary of the Corporation.  No unrevoked proxy shall be valid after eleven (11) months from the date of its execution, unless a longer time is expressly provided therein, but in no event shall a proxy be voted after three (3) years from the date of its execution.  A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Executive Director of the Corporation.

 

ARTICLE III

BOARD OF DIRECTORS

 

Section 3.01. General Duties.  The Board of Directors shall manage the business of the Association and may exercise all such powers of the Association and do all such lawful acts as are not by statute, the Articles of Incorporation or this Constitution and Bylaws directed or required to be exercised and done by the Members.  The Board of Directors shall also have the right to remove and replace any at-large member of the Board who misses any two consecutive meetings.

 

Section 3.02. Eligibility. To be eligible to be nominated and elected a Director of the Corporation, a person shall be actively engaged as a principal or employee of a Distributor or Manufacturer Member and shall be the designated voting representative of the Distributor or Manufacturer Member.  If any Director shall cease to be a principal or employee of a Distributor Member or Manufacturer Member, or the designated voting representative of a Member or Manufacturer Member, he or she shall cease to be a Director.

 

Section 3.03. Number, Election and Terms.  

(a)The Board of Directors shall consist of the President, Vice President, Treasurer and Immediate Past President (also referred to as Officers) plus nine (9) Directors.

 

(b) The Directors shall be elected at the Annual Meeting by a majority of the members.  Each Director is elected to a three (3) year term and is able to serve no more than two (2) consecutive three (3) year terms.  At least one third (1/3) of the Directors shall be Distributor Members and one third (1/3) shall be Manufacturer Members. 

 

(c) The Officers (with the exception of the Immediate Past President) shall be elected by a plurality of the Board of Directors.  Each shall serve for a two year term or until their successors are elected and qualified.

 

(d) The Immediate Past President will serve a two year term immediately after his/her term as President. 

 

Section 3.04.  Voting.  Each Officer and Director shall be entitled to one (1) vote on each matter submitted to a vote of the Board. 

             

Section 3.05. Executive Committee. The Executive Committee shall consist of the Immediate Past President, President, Vice President, and Treasurer. 

 

Section 3.06.  Vacancies.  Vacancies on the Board resulting from retirement, death, removal or resignation of a Director may be filled by majority vote of the remaining Directors present at a regular or special meeting, even if the number remaining on the Board is less than a quorum.  Any Director so elected shall serve until the next Annual Meeting of Members, at which meeting the Members shall elect a Director to serve for the balance of the unexpired term of the former Director.  A vacancy in the Presidency resulting from retirement, death, removal or resignation of the President shall be filled by the Vice President.

 

Section 3.07.  Nominations Committee.  The Nominations Committee shall consist of the Immediate Past-President of the Association and the designated voting representatives of three (3) Members who are not Directors of the Corporation. The Nominations Committee Members-at-Large shall be nominated by the Board of Directors and elected by the Members at each Annual Meeting to serve until the Annual Meeting held in the following year.  In the event that the Nominations Committee Members-at-Large are not elected by a majority of the members present, additional nominees will be taken from the floor, and another election held immediately.  A Member of the Nominations Committee may serve up to three (3) consecutive one-year terms.  The Nominations Committee by vote of a majority thereof, will nominate three (3) candidates, who may be members of the Nominations Committee for election as Director.  In addition, if it is necessary for any reason to elect a Director to fill a vacancy for an unexpired term on the Board of Directors, the Nominations Committee shall nominate one (1) candidate to fill the unexpired term. No less than thirty (30) days before the Annual Meeting, the Nominations Committee shall present to the Membership a slate of nominees for Directors.  Additional candidates for election as Directors may be nominated by a petition with the signatures of ten (10) voting.

                        

Section 3.08. Meetings.  The Board of Directors shall meet at least twice each year – once in the winter and at the Annual Meeting.  Special meetings of the Board may be called by a majority of the Board of Directors or by the President and shall be held at such place as a majority of the Board may decide.

 

Section 3.09. Quorum.  A majority of the directors in office shall constitute a quorum for the transaction of business at Board of Directors meetings, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors except as may otherwise be specifically provided by statute, the Articles of Incorporation or this Constitution and Bylaws.

 

Section 3.10. Action.  If all directors or members of any committee shall severally or collectively consent in writing to any action to be taken by the Board or such committee, such action shall be as valid a corporate action as though it had been authorized at a meeting of the Board of Directors or such committee.

 

ARTICLE IV

OFFICERS, AGENTS AND EMPLOYEES

 

Section 4.01.  President.  The President shall be the chairperson of the Board and shall have general charge and supervision of the business of the Corporation and shall exercise and perform all the powers and duties usually incident to the office of the President.  The President shall from time to time make or cause to be made such reports of the affairs of the Corporation as the Board may require.  The President shall serve a (1) one-year term, and shall be allowed to serve a second term for one additional year through re-election by the Board of Directors.

 

Section 4.02. Vice President.  The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President.  The Vice President also shall have such powers and perform such duties as may be assigned to him or her by the Board.  The Vice President shall serve one (1) one-year term unless the Board of Directors votes to allow the President to serve a second term of one additional year, at which time the Vice President will also serve a second term for one additional year. 

 

Section 4.03.  Treasurer.  The Treasurer shall be the chief financial officer and shall cause full and accurate accounts of receipts and disbursements to be kept in books belonging to the Corporation.  The Treasurer shall see to the deposit of all monies and other valuable effects in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board of Directors, subject to disbursement or disposition upon orders signed in such manner as the Board of Directors shall prescribe.  The Treasurer shall render to the President and to the Directors, at the regular meetings of the Board or whenever the President or the Board may require it, an account of all of his or her transactions as Treasurer and of the results of operations and financial condition of the Corporation.  If required by the Board, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as may be satisfactory to the Board for the faithful discharge of the duties of his or her office, and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, records, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.  The Treasurer shall serve a one-year term, after which he or she will succeed to the position of Vice President.  If the Board of Directors votes to allow the President to serve a second term of one additional year, however, the Treasurer will not succeed to the position of Vice President at that time, but instead will also serve a second term on one additional year. 

 

Section 4.04.  Executive Director.  The Board of Directors may appoint an Executive Director to whom it may delegate responsibility for the day-to-day affairs of the Corporation under the direction and supervision of the Board.

 

Section 4.05.  Agents or Employees.  The Board of Directors may by resolution designate the officer or officers who shall have authority to appoint such agents or employees as the needs of the corporation may require.  In the absence of a designation this function may be performed by the President and may be delegated by the President to others in whole or in part.

 

Section 4.06.  Removal of Officers, Agents or Employees.  Any officer, agent or employee of the Corporation may be removed or his or her authority revoked by resolution of the Board of Directors, whenever in its judgment the best interests of the Corporation will be served thereby.  Any agent or employee of the Corporation likewise may be removed by the President or, subject to the President’s supervision, by the person having authority with respect to the appointment of the agent or employee.

 

Section 4.07.  Resignation of Officers.  In the event that the President shall resign before his or her term ends or become unable or ineligible to continue to serve as President, the office of President shall be filled by the Vice President, who shall complete whatever remains of the term of the outgoing President and then serve his or her full one-year term as President. In the event that the Vice President shall resign his or her position before assuming the office of President, or become unable or ineligible to serve as President, the President shall remain in office and serve a second year as President.  The Treasurer shall perform the duties and responsibilities of the Vice President for the time, if any, that the office of Vice President shall be vacant.  In the event that the Treasurer shall resign or become unable or ineligible to serve as Vice President, the Board of Directors shall elect a Treasurer to complete whatever shall remain of the term of the Treasurer and then to serve as Vice President and President. 

 

ARTICLE V

COMMITTEES

                             

Section 5.01.  Creation of Committees. The Board of Directors shall have the power to create Committees and Task Forces as may be necessary and to determine how their members are appointed.

 

Section 5.02. Committee Chairs. Each Committee shall have at least a Chair, appointed by the President, who shall be responsible for nominating the Committee’s members.  A Board Member will also be appointed to the Committee to serve as either Chair or Board Liaison.  Committee Chairs and Liaisons will serve two-year terms in accordance with the Officer elections.  The President must ratify all committee rosters.

 

Section 5.03. Industry Advocacy Committee.  There shall be a Industry Advocacy Committee, consisting of up to twelve (12) voting members, of whom at least one-third (1/3) are Manufacturer Members, at least one-third (1/3) are Distributor Members and the remaining members would be selected at the Chair’s discretion. 

 

Section 5.04. Program Committee.  There shall be a Program Committee, consisting of up to nine (9) voting members, of whom at least one-third (1/3) are Manufacturer Members, at least one-third (1/3) are Distributor Members and the remaining members would be selected at the Chair’s discretion.  The Chair of the Program Committee must be the current Vice President who will also serve as the committee’s Board Liaison.

 

Section 5.05. Membership Committee. There shall be a Membership Committee, Co-Chaired by one Distributor Member and one Manufacturer Member as appointed by the President, consisting of up to nine (9) voting members, of whom at least one-third (1/3) are Manufacturer Members, at least one-third (1/3) are Distributor Members and the remaining members would be selected at the Chairs’ discretion. 

 

Section 5.06. Communications Committee. There shall be a Communications Committee, Co-Chaired by one Distributor Member and one Manufacturer Member as appointed by the President, consisting of up to nine (9) voting members, of whom at least one-third (1/3) are Manufacturer Members, at least one-third (1/3) are Distributor Members and the remaining members would be selected at the Chairs’ discretion.

  

ARTICLE VI

AMENDMENTS, INDEMINIFACTION AND INSURANCE

 

Section 6.01. Amendments. Any amendment or alteration of this Constitution and Bylaws may be made at any Annual or Special Meeting by a vote of two-thirds (2/3) of Members present, if notice is sent to the Membership 30 days prior to the meeting. A vote to change bylaws may be conducted by electronic means.

 

Section 6.02. Indemnification.  The Association shall indemnify any person who has or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the facto that he is or was a representative of the Association, or is or was serving at the request of the Association as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually or reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interest of the Association, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

 

Notwithstanding any contrary provision of the Articles of Incorporation or this Constitution and By-Laws, to the extent that a representative of the Association has been successful on the merits of otherwise in defense of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

 

Unless ordered by a court, any indemnification above shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the representative is proper in the circumstances because he has met the applicable standard of conduct set forth in such Section.  Such determination shall be made:

a. By the Board of directors by majority vote of a quorum consisting of directors who are not parties to such action, suit or proceeding;

b. By independent legal counsel in a written opinion by a majority vote of a quorum consisting of directors who are not such action, suit or proceeding;

c. If such quorum is not obtainable, a majority vote of all of the directors so directs, by independent counsel in a written opinion;

    or

 

d.  By the members.

 

Expenses incurred in defending a civil or criminal action, suit or proceeding, may be paid by the Association in advance of the final disposition of such action, suit or proceeding in the discretion of the Board of Directors in any specific case upon receipt of an undertaking by or on behalf of the representative to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Association.

 

The Association shall also indemnify any person against any expenses, including attorneys' fees, actually and reasonably incurred by him in enforcing successfully any right to indemnification under this

Article.

 

Any person who shall serve as a director, officer, employee or agent of the Association or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be deemed to do so with knowledge of and in reliance upon the rights of indemnification provided in the Article.

 

The indemnification provided in this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any agreement, vote of members or disinterested directors or otherwise, both as to action in his official capacity and as in another capacity while holding such office, and shall continue as to a person who has ceased to be a representative and shall inure to the benefit of the heirs and personal representative of such person.

 

Any indemnification under this Article by the Association of a representative of the Association shall not apply to expenses or liability incurred by such individuals which are covered by insurance.

 

Notwithstanding any provision to the contrary under this Article, the obligation of the Association to indemnify its representatives under this Article shall be limited to the assets of the

Association and shall not be an obligation of the members.

 

Section 6.03. Insurance.  The Association shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Association would have the power to indemnify him against such liability.

 

ARTICLE VII

FIDUCIARY RESPONSIBLITY

 

Section 7.01.  Use of Funds/Dissolution. The Association shall use its funds only to accomplish the objectives and purposes specified by this Constitution and Bylaws, and no part of said funds shall inure, or be distributed to the members of the Association.  On dissolution of the Association, any funds remaining shall be distributed, as determined by the Board of Directors, to one or more trade associations or business leagues as defined in Section 501(c) (6) of the Internal Revenue code of 1954, as amended, or to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organization to be selected by the Board of Directors.

 

Section 7.02.  A director of the Corporation shall stand in a fiduciary relationship to the Corporation and shall perform his/her duties as a director, including his/her duties as a director, including his/her duties as a member of any committee of the Board upon which he/she may serve, in good faith, in a manner he/she reasonably believes to be in the best interest of the Corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances.  In performing his/her duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:

 

a. One or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented.

 

b. Counsel, public accountants or other persons as to matters, which the director reasonably believes to be within the professional or expert competence of such person.

 

c. A committee of the Board, which he/she does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

 

A director shall not be considered to be acting in good faith if he/she has knowledge concerning the matter in question that would cause his/her reliance to be unwarranted.

 

In discharging the duties of their respective positions, the Board of Directors, committees of the board and individuals may, in considering the best interest of the corporation, consider the effects of any action upon employees, upon suppliers and customers of the corporation and upon committees in which offices or other establishments of the Corporation are located, and all other pertinent factors.  The consideration of those factors shall not constitute a violation of Section 7.01 above.

 

Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any actions shall be presumed to be in the best interests of the Corporation.

 

Section 7.03. Liability. A director of the Corporation shall not be personally liable for monetary damages as such for any action take, or any failure to take any action, unless:

a. The director has breached or failed to perform the duties of his/her office as set forth under Sections 1 through 3 above; and

b. The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

The provisions above shall not apply to the responsibility or liability of a director pursuant to any criminal statute or to the liability of a director for the payment of taxes pursuant to local, state or federal law.

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