ByLaws

BYLAWS

 

PACIFIC SOUTHWEST DISTRICT AMERICAN ROSE SOCIETY

 

Adopted April 19, 1992, Phoenix, AZ Approved by ARS Board May 3,1992, Shreveport, LA, approved

 

by ARS Board September 13, 2002, Amended April 24, 2005, Monrovia, CA,

 

approved by ARS Board September 30,2005, Memphis, TN

 

ARTICLE I

 

Name and Organization

 

Section 1. The name of this organization shall be the "Pacific Southwest District of the American

 

Rose Society" (herein referred to as the “District”). The principal office of the District shall be the

 

address of the current district director.

 

Section 2. The District shall be a division of the American Rose Society (herein referred to as the

 

“ARS”) a corporation organized under the laws of the State of Louisiana on July 1, 1975.

 

ARTICLE II

 

Objectives

 

The objectives of the District are to encourage amateur and professional rose culture; to increase the

 

general understanding of and interest in all aspects of roses, including growing, hybridizing,

 

exhibiting, judging and history; and to thereby improve the standard of excellence of the national floral

 

emblem of the United States of America.

 

ARTICLE III

 

Membership

 

Section 1. The membership shall consist of all members of the ARS residing within the geographical

 

boundaries of the District, as prescribed by the ARS board of directors.

 

Section 2. Rose societies, clubs and other horticultural groups within the geographical boundaries of

 

the District that hold an affiliated or chapter membership in the ARS shall also be non-voting

 

members of the District.

 

ARTICLE IV

 

Officers

 

Section 1. The elected officers of the District shall be a district director, a vice director, a secretary, a

 

treasurer and a district member of the national nominating committee.

 

Section 2. The appointed officers of the District shall consist of the chairman of horticultural judges,

 

chairman of arrangement judges, chairman of consulting rosarians, Roses in Review coordinator,

 

parliamentarian, district bulletin editor, webmaster, chairman of the district nominating committee,

 

parliamentarian, historian, public rose gardens coordinator and district member of the national

 

membership committee.

 

Section 3. All appointed officers shall serve a term concurrent with the term of the district director.

 

ARTICLE V

 

Duties of Elected Officers

 

Section 1. The management of the affairs of the District shall be vested in the district director. The

 

executive committee shall consist of the elected officers of the District, and shall provide counsel to

 

the district director and discharge such other duties as may be specified in these bylaws.

 

Section 2. The district director shall manage the affairs of the District; preside at all meetings of the

 

District, the executive Committee and the presidents’ council; appoint the appointed officers; appoint

 

such additional chairmen or committees as may be necessary to carry out the objectives of the

 

District; be an ex-officio member of all committees except the nominating and auditing committees,

 

with a right to vote; and determine the order of procedure at all meetings.

 

Section 3. Subject to Article VII, the vice director shall perform the duties of the district director in his

 

or her absence, or whenever the district director shall by reason of temporary disability be unable to

 

perform the duties of the office.

 

Section 4. The secretary shall keep the minutes of all District business meetings, send the district

 

director a copy of the minutes within thirty days after a meeting, and record the names of member

 

societies represented at each district business meeting.

 

Section 5. The treasurer shall maintain a bank account in the name of the “American Rose Society,

 

Pacific Southwest District;” directly deposit into that account all funds received; draw upon such funds

 

by his or her single signature, unless otherwise provided for by the executive committee; provide on

 

demand to the treasurer of the ARS such financial information as may be requested; close the books

 

at year's end; and make the books available to an audit committee of two members appointed by the

 

district director.

 

Section 6. The district member of the national nominating committee shall preside as chairman of the

 

District awards committee for the purpose of awarding the ARS District silver honor medal; preside at

 

the annual District awards ceremony held during the District annual convention; and, together with the

 

district director and chairman of the applicable committee, select annually the recipients of the District

 

outstanding consulting rosarian and District outstanding judge awards.

 

ARTICLE VI

 

Duties of Appointed Officers

 

Section 1. The district awards committee shall be composed of a chairman, who shall be the district

 

member of the national nominating committee, and one representative appointed by the president of

 

each member society. The term of office for each member shall be concurrent with the term of the

 

district director. Membership on the district awards committee is limited to two consecutive terms, and

 

only one member per family may be appointed to serve concurrently. The district awards committee

 

shall annually select the recipient(s) of the ARS District silver honor medal in accordance with the

 

then current ARS silver honor medal rules and regulations.

 

Section 2. The chairman of horticultural judges shall administer a program for the continuing

 

education of ARS rose horticultural judges residing within the District; conduct schools for qualified

 

members who may be interested in becoming ARS rose horticultural judges; and, together with the

 

district director and district member of the national nominating committee, select annually the

 

recipient(s) of the district outstanding horticultural judge award.

 

Section 3. The chairman of arrangement judges shall administer a program for the continuing

 

education of ARS rose arrangement judges residing within the District; conduct schools for qualified

 

members who may be interested in becoming ARS rose arrangement judges; and, together with the

 

district director and district member of the national nominating committee, select annually the

 

recipient(s) of the District outstanding arrangement judge award.

 

Section 4. The chairman of consulting rosarians shall administer a program for the continuing

 

education of ARS consulting rosarians residing within the District; conduct schools for qualified

 

members who may be interested in becoming ARS consulting rosarians; assist each member society

 

in the appointment of a consulting rosarian coordinator for that society; maintain a current list of

 

consulting rosarians in the District; and, together with the district director and district member of the

 

national nominating committee, select annually the recipient(s) of the ARS outstanding consulting

 

rosarian award.

 

Section 5. The Roses in Review coordinator shall compile the data submitted under the ARS Roses

 

in Review program, transmit such data in the required official format to the national coordinator, and

 

prepare a special report of the District results for publication in the District bulletin and on the District

 

website.

 

Section 6. The district bulletin editor shall edit, publish and distribute a quarterly District bulletin to

 

subscribers containing relevant news items relating to ARS, District and local rose society activities.

 

Section 7. The webmaster shall establish and maintain a District website for the publication of

 

information and news items related to ARS, District and local society activities.

 

Section 8. The chairman of the district nominating committee shall, in consultation with such

 

committee members as he or she may appoint, nominate one or more candidates for secretary,

 

treasurer, and district member of the national nominating committee for election at the District annual

 

business meeting occurring in the year of the ARS national triennial elections.

 

Section 9. The parliamentarian shall advise the district director or other presiding officer on matters

 

of parliamentary procedure at all District business meetings.

 

Section 10. The historian shall administer the storage of the archives of the District and provide

 

educational information on District history at the District annual convention.

 

Section 11. The public rose gardens coordinator shall collect and maintain a master listing of all

 

public gardens within the District.

 

Section 12. The district member of the national membership committee shall represent the District on

 

the national membership committee, contact prospective ARS members and those whose ARS

 

membership have lapsed, and undertake all desirable activities to foster membership in the ARS.

 

ARTICLE VII

 

Vacancies

 

Section 1. In the event of the death, permanent incapacity, or resignation of an elected officer (other

 

than the district director or the district member of the national nominating committee), the executive

 

committee shall fill such vacancy for the remaining term.

 

Section 2. In the event of the death, permanent incapacity, or resignation of the district director, the

 

vice director shall assume the position of interim district director until a successor district director is

 

elected.

 

Section 3. In the event of the death, permanent incapacity, or resignation of the district member of

 

the national nominating committee, the district director shall appoint a member to serve in that

 

capacity until a successor district member of the national nominating committee is elected.

 

Section 4. In the event of a vacancy in the office of the district director or district member of national

 

nominating committee, the chairman of the district nominating committee shall select one or more

 

candidates to fill such a vacancy to be presented for election at the next scheduled District business

 

meeting, provided, however, that if the next scheduled District business meeting is the District annual

 

meeting occurring in the same year as the ARS national triennial elections, then the district director

 

shall be elected under the bylaws of the ARS.

 

ARTICLE VIII

 

Nominations and Elections

 

Section 1. The district director shall be elected under the bylaws of the ARS for the three-year term

 

as specified therein.

 

Section 2. The secretary, treasurer, and district member of the national nominating committee shall

 

be elected at the District annual meeting occurring in the same year as the ARS national triennial

 

election for a term concurrent with that of the district director.

 

Section 3. The candidates for election to the offices of secretary, treasurer, and district member of

 

the national nominating committee shall be posted on the District website at least twenty days prior to

 

the District annual meeting at which the election shall be held under Section 2.

 

Section 4. The district director shall call for additional nominations for election to the offices of

 

secretary, treasurer, and district member of the national nominating committee from the floor at the

 

District annual meeting at which the election shall be held under Section 2, which nominations must

 

have the consent of the nominee.

 

Section 5.

 

Election to the offices of secretary, treasurer, and district member of the national nominating

 

committee shall be by ballot for each office. A majority vote shall elect. In the event there shall be

 

more than two candidates and a majority not obtained on the first ballot, the two candidates with the

 

highest number of votes shall be placed on a second ballot and a majority vote thereon shall elect.

 

ARTICLE IX

 

President's Council

 

Section 1. The presidents’ council shall consist of the presidents of each member society and the

 

members of the executive committee.

 

Section 2. The presidents’ council shall meet at the District annual convention prior to the District

 

annual meeting to offer advisory recommendations to the district director and, on the vote of a

 

majority, may add items to the agenda of the District annual meeting.

 

ARTICLE X

 

Annual Convention

 

Section 1. A District annual convention consisting of two to three days shall be held over a suitable

 

weekend selected by the host society and approved by the district director. The dates selected shall

 

in no event conflict with an ARS national convention.

 

Section 2. The District annual convention shall include a District rose show; a meeting of district

 

consulting rosarians; meetings of district horticulture and arrangement judges; the meeting of the

 

president's council, an awards banquet and the District annual business meeting.

 

Section 3. The selection of a host society for future District annual conventions shall be decided by a

 

majority vote at the District annual meeting.

 

Section 4. The host society shall submit registration and complete program details for the District

 

annual convention to the webmaster for posting on the District website at least 60 days prior to the

 

District annual convention.

 

Section 5. A District special business meeting may be called at any time by the executive committee,

 

but not more than one such special meeting shall be called or held In any calendar year.

 

Section 6. Each member present in person at any District business meeting shall be entitled to vote.

 

Fifty members in attendance at any District business meeting shall constitute a quorum. The

 

members present at a duly called or convened District business meeting, at which a quorum is

 

present, may continue to transact business until adjournment, notwithstanding the withdrawal of

 

enough members to leave less than a quorum. Except as otherwise provided by these bylaws, all

 

action taken by the holders of a majority of the voting power represented at any District business

 

meeting at which a quorum is present shall be valid and binding.

 

Section 7. Items for inclusion on the agenda of a District business meeting may be submitted by any

 

member to the district director at least ten days prior to the meeting, or, in the case of the district

 

annual meeting, may be proposed at the meeting of the presidents’ council. The agenda of a district

 

business meeting shall be provided to members at the commencement of the meeting and items not

 

set forth thereon shall not be considered at the meeting.

 

ARTICLE XI

 

Funds

 

Section 1. The District is not authorized to collect membership dues. Each member society is

 

requested to remit a financial contribution to the treasurer on an annual basis to assist in the

 

operation of the District, with the actual amount to be recommended by the executive committee from

 

time to time.

 

Section 2. A member society that serves as host to a District annual convention (other than a

 

convention held in conjunction with an ARS national convention) shall open and maintain a separate

 

bank account, in the name of the “Local Society, Pacific Southwest District”. All funds deposited into

 

that account shall be restricted to use for that convention. Within a reasonable time, not to exceed

 

ninety days after the District annual convention, this separate bank account shall be closed, audited

 

and a report thereof submitted to the treasurer and district director. The net profits from a District

 

annual convention shall be divided equally between the District and the host society.

 

Section 3. All funds and other property of the District are the property of the ARS, a corporation

 

recognized as a non-profit charitable organization under Section 501(c)(3) of the Internal Revenue

 

Code, and are subject to administration as provided for in these bylaws, the ARS articles of

 

incorporation and the ARS bylaws. In the event of a conflict between these bylaws and either the

 

ARS articles of incorporation or the ARS bylaws, the ARS articles of incorporation or the ARS bylaws

 

shall control.

 

Section 4. All District expenditures, other than those for payment of District mailings, publications, or

 

awards, shall be subject to approval of the executive committee.

 

Section 5. In the event of consolidation, subdivision or change in boundaries of the District, funds

 

and other property of the District shall be transferred as directed by the ARS board of directors,

 

provided, however, that all such funds and other property shall remain the property of the ARS, or a

 

division, or an incorporated charitable affiliate thereof.

 

ARTICLE XII

 

Parliamentary Authority

 

Unless otherwise provided in these bylaws, the rules contained in the current edition of Robert's

 

Rules of Order Newly Revised shall govern the conduct of District business meetings.

 

ARTICLE XIII

 

Amendments

 

Section 1. These bylaws may be amended or repealed by the membership by an affirmative vote of

 

two-thirds of all votes cast at a District annual business meeting, provided such proposed

 

amendments have been previously posted on the District website at least 30 days prior to that

 

meeting.

 

Section 2. These bylaws are subject to approval of the ARS board of directors. A copy of these

 

bylaws shall be filed with the ARS executive director. Any subsequent changes or amendments shall

 

also be subject to approval of the ARS board of directors.

 

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