Bylaws of the American Camellia Society, Inc. - Effective January 23, 2016

Bylaws of the American Camellia Society, Inc. - Effective January 23, 2016

Bylaws of the American Camellia Society, Inc. - Effective January 23, 2016

ARTICLE I

NAME AND LOCATION

Section 1. Name. The name of the Corporation is and shall be the “American Camellia Society, Inc.” The corporation may identify itself as ACS or in such other manner as may legally be permissible.
 
Section 2. Office. The principal and registered office of the Corporation is 100 Massee Lane, Fort Valley, Georgia 31030. The Corporation may have such other offices, either within of without the State of Georgia, as the Board of Directors may determine or as the affairs of the Corporation may from time to time require.
 
Section 3. Seal. There shall be no corporate seal.

 

ARTICLE II

PURPOSE AND MISSION

Section 1. Not for Profit. The American Camellia Society, Inc. (hereinafter “ACS”) was formed and shall always be operated as a non-profit corporation. The Corporation shall never be operated for the primary purpose of carrying on a trade or business for profit, but otherwise may conduct any lawful business consistent with its purpose. No compensation or payment of any kind shall be paid to any officer, director, or member of ACS except as reimbursement for authorized expenditures incurred on behalf of ACS; and no part of the revenues or assets, current or accumulated, of ACS shall be distributed to or accrue to the benefit of any such person. This restriction shall not apply to the Executive Director and other staff employees of ACS (or the American Camellia Society Trust, Inc.) who may receive compensation and other benefits as determined by the Board of Directors.
 
Section 2. Purposes. The purposes of this non-profit corporation, as stated in its articles of incorporation, are to promote interest in the Genus Camellia L., scientific research in its culture, standardization of its varietal names, certification of new varieties, dissemination of information concerning the above, the creation of a foundation to further these purposes, and to promote the organization and affiliation of local Camellia Societies in the United States.
 
Section 3. Mission. The ACS is a self-sufficient, national membership society committed to continually building its membership through offering world-class products, leading in camellia research and education, and being supported by efficient and effective organizational systems; which also owns and maintains a self-sufficient, public garden at Massee Lane in Fort Valley, Georgia, serving camellia lovers nationally, as well as residents of, and visitors to, the region.

 

ARTICLE III

MEMBERSHIP

Section 1. Membership. Membership in the American Camellia Society is open to any person who submits a membership application and timely payment of dues at the rate established by the Board of Directors for any class of membership. Such persons shall be deemed “members in good standing” regardless of race, sex, nationality, local club affiliation, or interest level.
 
Section 2. Benefits. Each member in good standing shall be entitled to one copy of the ACS Yearbook and each issue of The Camellia Journal, as published during the membership year. Members who opt for electronic membership shall receive these publications only in electronic format. Members in good standing shall also be entitled to free admission to Massee Lane Gardens and member discounts from the ACS Gift Shop, as well as free or reduced-price admissions at cooperating botanical gardens throughout the United States. Members in good standing are entitled to attend the Annual Meeting, including the meeting of the Board of Directors and any committees (subject to space limitations), and to otherwise participate on all ACS boards and committees, subject to the rules and Bylaws of the organization.
 
Section 3. Publications. The official publication of the American Camellia Society is the “American Camellia Yearbook” published annually. The corporation also publishes “The Camellia Journal” and may also issue other publications in print and/or electronic media as may be authorized by the Board of Directors. The Yearbook, Journal, website and all other ACS publications shall be under the direction and control of the Board of Directors.
 
Section 4. Awards. The ACS may award, in accordance with the importance and value of the exhibit or contribution to the culture of camellias, such certificates or awards as may be authorized by the Board of Directors. The ACS may also recognize by suitable award those persons or organizations who have made great contributions to the culture of camellias or to the American Camellia Society or the American Camellia Society Trust, Inc.

ARTICLE IV

BOARD OF DIRECTORS

Section 1. Composition. The Board of Directors shall consist of twenty-two (22) voting members selected from the membership. The Board of Directors shall include: a President, a Vice President, a Secretary, a Treasurer, and the Immediate Past President; Three (3) Regional Vice Presidents’ nine (9) Club Directors; and five (5) At-Large Directors. The Board of Directors, by majority vote, may modify the size of the Board, at any time, provided it is not less than fifteen or more than thirty-five. All officers and directors shall be selected or elected as provided in these Bylaws. The Immediate Past President shall serve as a member of the Board of Directors for a period of two years following his/her term. The Executive Director of the ACS and the Chairman of the Massee Lane Gardens Council shall serve as an ex officio non-voting member of the Board of Directors. Qualifications of members of the Board of Directors shall be specified in policies of the Board Development Committee, including a requirement that each Board member provide annual financial support to the American Camellia Society commensurate with financial capacity.

Section 2. Term. All officers and directors shall ordinarily begin their terms on July 1, which is the beginning of the Society’s fiscal year, and end their terms on June 30. The officers shall serve terms of two (2) years. The Regional Vice Presidents, the Club Directors, and the Directors At-Large shall serve terms of three (3) years. Unless otherwise provided in these Bylaws, Directors may serve no more than six consecutive years, after which they shall not be eligible for re-election for a period of one year. A Director who is initially elected to serve an unexpired term is eligible to serve that period of time in addition to the six-year limit.
 
Section 3. Election of Regional Vice Presidents. Each of the three regions as defined in these Bylaws (Atlantic Coast, Gulf Coast, and Pacific Coast) shall have a representative on the Board of Directors, called a “Regional Vice President.” Each Regional Vice President shall be elected by majority vote of the Board of Directors on a rotating basis, with one elected each year from a slate of one or more nominees submitted by the Board Development Committee. The initial election shall incorporate the two current Regional Vice Presidents who have unexpired terms, and the Board shall elect one person to fill the outgoing position. The two carried-over Regional Vice Presidents will have their positions filled by election hereunder as their respective terms expire. Regional Vice Presidents shall have general supervision of ACS activities within their respective regions, and shall be responsible for developing and serving the ACS clubs and members within their region.
 
Section 4. Election of Club Directors. Each local camellia club within the United States shall be entitled to nominate a representative on the Board of Directors, called a “Club Director.” Three Club Directors shall be elected from each of the three regions as defined in these Bylaws, and each Club Director must be from a different club. The club’s nominee’s name shall be submitted to the ACS Board Development Committee not later than March 15th of the year when that nominee’s term shall begin, along with the nominee’s completed application form.

Upon being found qualified by the Board Development Committee, that club nominee’s name shall be included in an electronic or mailed ballot of all the nominees from a region and voted upon by all the current ACS members residing within that region, with the voting to be completed not later than May 1st of the year when the term shall begin. The voting shall be supervised and conducted by the ACS Executive Director. The initial election shall be for all three Club Directors from a region, with the nominee receiving the highest vote to serve for a three-year term, the second highest vote recipient to serve a two-year term, and the third highest vote to serve a one-year term. The regional election shall be held annually thereafter, with the Club Directors serving three-year terms. If a region fails to have qualified club nominees for a Club Director position at any election, then that position may be filled by an additional Director at Large for the term of that Club Director position by majority vote of the Board.

 
Section 5. Election of Directors at Large. The Directors at Large of the Corporation shall be elected by a majority vote of the Board of Directors at the Summer Meeting of each year from a slate of candidates submitted by the Board Development Committee. The committee shall attempt to nominate persons from geographically diverse states, who will represent the various interests and constituencies served by the American Camellia Society. The committee shall nominate qualified individuals, and no fewer than the number of vacancies to be filled for a given term. Upon receipt of the slate of candidates for Director at Large from the Board Development Committee, the Board may accept other nominations of qualified individuals from any member of the Board in attendance at the meeting, and then vote. The persons receiving the highest number of votes shall be elected to fill the vacancies under consideration. A nominee must be approved by at least a majority vote of the Board members present. The initial election shall incorporate the current Directors At-Large with unexpired terms, and as their respective terms expire, the positions will be filled by election hereunder for staggered terms thereafter.
 
Section 6. Removal of Members of the Board of Directors. Any Director may be removed by the Board of Directors whenever, in its judgment, the best interests of the ACS would be served thereby. Failure to attend three consecutive Board meetings or at least 50% of the Board meetings in any calendar year may be grounds for removal.
 
Section 7. Vacancies. A vacancy on the Board of Directors because of death, resignation, removal, disqualification, or other circumstances rendering service impossible or impractical may be filled by the Board of Directors for the unexpired portion of the term.
 
Section 8. Meetings. The Board of Directors shall have regular meetings at least twice annually, such meetings to be held in the Winter and Summer. Additional special meetings may be called by either the President or a majority of Directors upon notice as herein provided. Regular and special meetings of the Board of Directors shall be held at such places and in such fashions (including telephonic meetings or electronic voting) as may be designated by the President or other persons calling the meeting as stated in the meeting notice.
 
Section 9. Power and Duties. The Board of Directors shall be responsible for overall establishment of policies and procedures for fulfilling the mission and purposes of the ACS, including (without limitation) election of officers, election of trustees for the American Camellia Society Trust, Inc., adoption of budgets, supervision of the Executive Director and the Horticulturist and management of the business affairs of ACS, including Massee Lane Gardens. To that end, the Board of Directors may authorize committees to perform some of its duties, and it may employ one or more executives or employees to whom the Board of Directors may delegate certain of its duties and authority.

Section 10. Quorum and Vote. A majority of the members of the Board of Directors shall constitute a quorum. The approval of a majority of the Directors participating at any regular or special meeting at which a quorum is present shall be required for Board action. The Board may, by two-thirds vote of the entire Board, suspend these bylaws if necessary to take expedited action or to otherwise carry out the purposes of the Corporation, but the quorum requirement shall not be reduced.

ARTICLE V

REGIONAL ORGANIZATION

Section 1. Supervision Within Regions.  Each Regional Vice President shall have the responsibility of developing and serving the ACS clubs and members within their respective region. They shall work with their state directors to assist and strengthen existing clubs, to promote the organization of new clubs, to coordinate the activities of the clubs within their region, to develop, expand, and serve the ACS membership within their region, and to otherwise seek to effectuate all of the ACS’s missions and purposes within their region.

Section 2. Regions Defined.
(a) The Atlantic Coast Region shall consist of the states of peninsular Florida east of the Apalachicola River, Georgia, Maryland, North Carolina, South Carolina, and Virginia (including the District of Columbia and that northern part of Virginia which includes the City of Alexandria and counties of Arlington and Fairfax), as well as Pennsylvania and those states east or north of it, specifically including: the northeastern states of Connecticut, Delaware, Maine, Massachusetts, New Hampshire, New Jersey, New York, Rhode Island, West Virginia, and Vermont.
(b)  The Gulf Coast Region shall consist of the coastal states of Alabama, Florida west of the Apalachicola River, Louisiana, Mississippi, and Texas, along with the states of Arkansas, Illinois, Indiana, Kentucky, Michigan, Ohio, Oklahoma and Tennessee. 
(c) The Pacific Coast Region shall consist of the coastal states of California, Oregon, and Washington, along with the states of Alaska, Arizona, Colorado, Hawaii, Idaho, Iowa, Kansas, Minnesota, Missouri, Montana, Nebraska, New Mexico, Nevada, North Dakota, South Dakota, Utah, Wisconsin, and Wyoming. 

ARTICLE VI

OFFICERS

Section 1. Principal Officers and Terms. The following four officers shall be the principal officers of the Corporation: (a) President, (b) Vice President, (c) Secretary, and (d) Treasurer. Each officer shall be elected for a term of two years. Any officer other than the President and Vice President may be successively re-elected.
 
Section 2. Regional Vice Presidents. In addition to the principal officers, the corporation’s officers shall include one Regional Vice-President from each of the three regions defined in Article V. Such persons shall be elected and serve as provided in Article IV, Section 3, of these Bylaws.
 
Section 3. Election of Officers. The officers of the Corporation shall be elected by a majority vote of the Board of Directors at the annual ACS Summer Meeting from a slate of candidates submitted by the Board Development Committee. The slate of officers must be approved by at least a majority vote of the Board members present. If, for any reason, the election of officers is not conducted or completed at such meeting, such election shall be held as soon as practical thereafter. Each officer shall take office on July 1st of the year elected or, if later, when elected and hold office until his/her term has expired or until a successor has been duly elected.
 
Section 4. Removal of Officers. Any officer may be removed by the Board of Directors whenever, in its judgment, the best interests of ACS would be served thereby.
 
Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or other circumstances rendering service impossible or impractical may be filled by the Board of Directors for the unexpired portion of the term.
 
Section 6. Duties of President.
The President shall be the administrative head of the Corporation and direct its affairs under the general direction and control of the Board of Directors; shall preside at all meetings of the Board of Directors and its Executive Committee; shall preside at all meetings of the ACS membership; shall actively seek to effectuate all of the missions and purposes of ACS during his/her term of office; shall make a report to the membership at least annually regarding the state of the Corporation; shall appoint committees and the chairman thereof and shall be an ex officio member of all committees; and shall perform all of the duties incident to the office of President, as well as such other duties as the Board of Directors may prescribe.
 
Section 7. Duties of Vice President.
In the absence of the President, or due to his/her inability or refusal to act, the Vice President shall perform the duties of President and when so acting shall have all the powers and be subject to all of the restrictions of that office. The Vice President shall perform such other duties as may be assigned by the President or Board of Directors. The Vice President shall automatically succeed to the President’s office upon expiration of the current President’s term, or upon the death, resignation or incapacity of the President.
 
Section 8. Duties of Regional Vice Presidents. The Regional Vice Presidents shall have general supervision over the Corporation’s affairs in their respective regions as provided in Article V, Section 1, of these Bylaws; shall actively seek to effectuate all of the missions and purposes of ACS in their regions; and shall be responsible for developing and serving the members in their regions, including organizing conventions which are held in their regions.

Section 9. Duties of Secretary. The Secretary or his/her delegate shall keep minutes of all meetings of the Board of Directors, the Executive Committee and the Membership: see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; serve as custodian of the corporate records; and in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or the Board of Directors. In order to facilitate the business of the corporation. The Secretary may delegate to the Executive Director or members of the administrative staff any of the above described duties.

 Section 10. Duties of Treasurer. The Treasurer shall have charge and custody of, and be responsible for receiving, disbursing and recording, all funds and assets of the Corporation; shall report the status of the accounts to the Board of Directors at its regular meetings; shall report the status of the accounts to the Membership at least annually; and in general shall perform all duties incident to the office of Treasurer and such other duties as may be assigned by the President or the Board of Directors. In order to facilitate the business of the Corporation, the Treasurer may delegate to the Executive Director and/or to the American Camellia Society Trust, Inc., the authority and responsibility to receive, handle, deposit, and disburse funds and assets of the Corporation and to perform any related tasks, subject to the authorization and procedures approved by the Board of Directors. The financial records may be kept on a cash or accrual basis and shall be closed and balanced at the end of the fiscal year. An audit of the books shall be made annually unless otherwise directed by the Board of Directors.
 
Section 11. Immediate Past President. The Immediate Past President, although not a corporate officer, shall serve as an ex officio voting member of the Board of Directors for a period of two years following expiration of his/her term of office. In the event of a vacancy in the offices of President and Vice President, the duties of president shall be assumed by the Immediate Past president until the next meeting of the Board of Directors.
 
Section 12. Executive Personnel. The Board of Directors may, on behalf of the Corporation employ, prescribe the duties of, and fix the compensation of one or more executives, such as an Executive Director or a Horticulturist, who may be authorized to hire additional staff and employees. The Executive Director shall keep a record of the membership, including the mailing address, telephone number, and e-mail address of each ACS member; supervise the employees and manage the daily affairs of the corporation; account for all funds received and expended by the Corporation; and conduct correspondence relating to the Corporation’s interests. The chief responsibility of the Executive Director shall be to effectuate all of the Corporation’s missions and purposes, and to perform such other duties as may be required by the Board of Directors from time to time. The Executive Director shall attend all meetings of the Board of Directors as a non-voting member, at which he/she shall serve as recording secretary and promptly publish the minutes.

 

ARTICLE VII

COMMITTEES

Section 1. Committees. The President-elect, at the Summer Meeting of the Board of Directors or as soon thereafter as practical, shall appoint, or insure the appointment of, the following

Standing Committees and shall designate a chairman for each:

1. Membership
2. Finance
3. Fundraising
4. Massee Lane Gardens Council
5. Strategic Planning
6. Board Development
7. Executive

The President at his/her discretion may appoint such additional committees as deemed advisable and shall assign duties and instructions to each. The President may delegate this authority in whole or part to the Executive Director, the Vice President, or Member(s) of the Board of Directors. Such discretionary committees shall serve at the pleasure of the President. All appointments to committees shall, unless expressly provided otherwise, run consistent with the terms of the officers and directors: July 1 through June 30 of each fiscal year, and shall not be term limited.
 
Section 2. Membership Committee. The responsibility of this committee is to maintain the Corporation’s focus upon serving its members, and growing its membership, including activities, opportunities, products and services to encourage and promote a healthy, active, and growing membership association for people who have an interest in camellias. This committee is not a substitute for the role of State Directors in membership development, but will have a primary leadership role in setting policy for membership service and recruitment. In appointing this committee, consideration shall be given to geographic diversity, organizational and leadership skills, knowledge of the gardening world, and an enthusiastic attitude.
 
Section 3. Finance Committee. This committee shall be chaired by the ACS Treasurer and shall include the President of the American Camellia Society Trust, Inc. (who may at times be the ACS Treasurer). In appointing this committee, consideration shall be given to persons with experience in business, finance, and accounting. The committee’s primary duties shall be to prepare the ACS’ annual budget (with advice and input from the Executive Director, the Horticulturist, the Board of Directors, and ACS Committees), to monitor the financial performance monthly, to establish procedures and controls for finances, to periodically review receipts and disbursements, and to establish annual audits of the books. The proposed budget shall be submitted for approval by the ACS Board of Directors at least four weeks before the Board meeting at which approval is sought. The budget, once approved by the ACS Board of Directors, shall be funded jointly by the ACS and the American Camellia Society Trust, Inc., notwithstanding any deficit that may occur from time to time.
 
Section 4. Fundraising Committee. This committee shall be responsible for all fundraising activities of the ACS. This committee shall be made up of at least three members of the Board of Directors, the Executive Director, and such other members as the committee, on its own authority, shall appoint. In appointing this committee, consideration shall be given to geographic diversity, as well as persons with experience in non-profit and philanthropic fundraising and other experience or resources that may be beneficial to the mission of this committee.
 
Section 5. Massee Lane Gardens Council. This committee shall consist of at least three members of the Board of Directors, plus the Executive Director, the Horticulturist, and other persons appointed by the President. In appointing this committee, consideration shall be given to geographic proximity to Massee Lane Gardens, as well as persons with skill and/or experience in managing public gardens, facilities maintenance, horticulture, retail and event management.

Section 6. Strategic Planning Committee. This committee shall consist of at least three members of the Board of Directors and such other persons whom the President may appoint. The duties of this committee are to consider the long term interests of the ACS in light of its purpose and mission statement, and to recommend proposals that are in the best interest of membership, to set long range goals and tasks, and to regularly monitor the progress of the ACS in accomplishing its goals and tasks.
 
Section 7. Board Development Committee. The Board of Directors shall elect a Board Development Committee, to consist of a minimum of three members of the Board of Directors, representative of all three regions. The duty of the Board Development Committee shall be to identify and qualify all candidates for the Board of Directors by evaluating nominations and suggestions from the membership, including self-nomination by any member in good standing. It shall submit a slate of officers and directors sufficient to fill all vacancies at an election by the Board at the Summer Meeting of each year. It shall also receive the reports of the various state or regional nominating committees, and submit those named persons as nominees for the vacancies on the Board or the Council of State Directors.
 
Section 8. Executive Committee. This committee shall consist of the President, Vice President, Secretary, Treasurer, and two other members of the Board of Directors whom the Board shall appoint. A quorum shall consist of four members. The Executive Committee shall have authority to act on all routine and/or emergency matters that may require action between meetings of the Board of Directors, subject to ratification by the Board of Directors at its next meeting. The Executive Committee may act with two-thirds vote of the full committee, except in regard to matters in which the Executive Committee has delegated authority to less than the full committee. In that event, actions taken by the delegated individuals must be unanimous. The Executive Committee is not authorized to take any action contrary to the Articles or Bylaws of ACS, or the American Camellia Society Trust, Inc., or contrary to the intent or desires of the Board of Directors. The committee is merely to administer affairs that may arise between Board meetings for which provisions have not otherwise been made.
 
Section 9. Committee Reports. Each of the above committees (except the Executive Committee) shall submit a report to the Board of Directors at each regular Board meeting. Written reports must be submitted to the Executive Director not less than two weeks before the Board meeting to which such report is to be made. Minutes of Executive Committee meetings occurring since the last regular Board meeting shall be provided to the Board members at each regular Board meeting.

ARTICLE VIII

COUNCIL OF STATE DIRECTORS

 Section 1. Composition. The Corporation shall also have a Council of State Directors which, under the direction of the Regional Vice President, shall have general supervision over the ACS’ affairs in their respective states/territories; shall actively seek to effectuate all of the ACS’ missions and purposes in their state/territory; shall be responsible for developing and serving the clubs and ACS membership in their state/territory; and shall perform such other duties as may be required by the Board of Directors. One State Director may be elected from each of the following states, portions of states, or areas: Alabama, Arkansas-Louisiana (combined), Northern California, Southern California, Peninsular Florida, Northwest Florida, Northern Georgia, Central Georgia, Southern Georgia, Maryland-District of Columbia, Massachusetts, Mississippi, North Carolina, Northeastern states (combined), Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, and Washington. The Board of Directors may authorize additional State Directors from any other states, portions of states, or areas, having the same duties and responsibilities for their respective state or area. Members of the Council of State Directors may also serve simultaneously as members of the Board of Directors.
 
Section 2. Term of Office. Members of the Council of State Directors shall serve a term of three years and may be successively re-elected.
 
Section 3. Election Procedure. It shall be the responsibility of the Regional Vice President for the region from which a State Director is to be elected to arrange for the appointment of a Nominating Committee from that particular state or area in his/her territory. The Nominating Committee in each state or area shall be composed of at least two members whom the Regional Vice President shall appoint. All members in good standing of ACS are eligible to be nominated as a State Director by any member, including self-nominations. Prior to each term, an announcement of the election shall be made by ACS in the Journal and/or website, accompanied by a request that all members submit to the Board Development Committee as soon as possible any applications or nominations they may have as to members to be nominated for election as State Director. The Board Development Committee shall forward the names of all nominees or applicants found to be qualified to the appropriate Nominating Committee. The Nominating Committee shall select one member for the position of State Director, having first obtained the consent of the person to be named. The report of the Nominating Committee shall be made to the Board Development Committee for inclusion with its slate of nominees for Officers and Directors. The Board of Directors shall then consider all of the reported nominees for State Directors and unless the Board otherwise directs or determines by two-thirds vote of the entire Board, shall confirm the slate of State Directors upon a majority vote, taken separately from its action on any other submitted slates of Officers or Directors, at the Summer meeting of each year.
 
Section 4. Meetings of Council of State Directors. Meetings of the Council of State Directors shall be held at or about the time and place of the Winter and Summer Meetings of the Board of Directors. The Council of State Directors may have such other special meetings as may be called by the ACS President or as may otherwise be deemed necessary. The ACS Vice-President shall preside at all meetings of the Council of State Directors or may appoint a chairman pro tem to preside as necessary. A majority of the members of the Council of State Directors shall constitute a quorum for the transaction of business at any meeting.

ARTICLE IX

ELECTION OF TRUSTEES

Section 1. The ACS took action in 1966 to create a subsidiary corporation now known as the American Camellia Society Trust, Inc. (originally named the American Camellia Society Endowment Fund) for the purpose of receiving and maintaining the American Camellia Society’s assets, including its headquarters, gardens, scholarship funds, and all other property and assets. Its affairs are managed by a Board of Trustees elected by the Board of Directors of the American Camellia Society at whose pleasure they serve. The purpose of the establishment and operation of the American Camellia Society Trust, Inc. is not to exclude ACS from control of its assets, but rather to insure that a supporting organization is properly qualified for federal tax purposes and to afford longer terms of office in order to promote greater continuity and experience among its Board of Trustees.
 
Section 2. The ACS Board of Directors at its Summer Board Meeting shall elect, from a slate of nominees submitted by the Board Development Committee, persons to fill any vacancies on the Board of Trustees of the American Camellia Society Trust, Inc., up to the maximum number stated in the Articles and/or Bylaws of the American Camellia Society Trust, Inc. The newly elected trustees shall take office on July 1 of the year elected or, if later, when elected. The ACS Board of Directors also may fix or vary the terms of office of such Trustees. The ACS Board of Directors may likewise reduce the number of such Trustees from time to time, provided the number is not reduced below the minimum stated in the Articles and Bylaws of the American Camellia Society Trust, Inc. Action on Trustees shall be by majority vote of the ACS Board of Directors.

 

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 1. Payment of Funds. All orders for payment of funds of the Corporation shall be signed in such manner as the Board of Directors may from time to time direct.
 
Section 2. Deeds and Contracts. All deeds and mortgages made by the corporation and all written contracts and agreements to which the corporation shall be a party shall be signed by the President, Vice President, or Immediate Past President.
 
Section 3. Borrowing Money. The President and Executive Director, upon express authorization by the Board of Directors, may borrow money from any individual, corporation, insurance, or banking institution and execute such notes or other documents as may be necessary or proper to evidence any such loan and to secure the payment thereof, and may renew any such indebtedness and security from time to time, and pledge and assign to such individual, corporation, insurance company or banking institution any property of the corporation to secure any such indebtedness, and may substitute any such indebtedness, and may do such other act or acts as may be necessary to properly secure the person or institution from whom such money is borrowed.
 
Section 4. Acceptance of Gifts. The President and Treasurer are jointly authorized to accept or refuse any deeds, securities, mortgages, bequests, or gifts of any kind or nature on behalf of the Corporation and the American Camellia Society Trust, Inc. and in furtherance of any or all of the objects of the Corporation. However, no such deed, gift, or bequest shall be refused without concurrence of a majority of the Board of Directors.
 
Section 5. Fiscal Year. The fiscal year of the corporation shall be the twelve-month period beginning July 1 and ending June 30.
 
Section 6. Fiscal Agent. The Board of Directors may, either separately or jointly with the American Camellia Society Trust, Inc., appoint a fiscal agent providing such agent is a corporation having trust powers under the laws of the State of Georgia or of any other state, and may delegate to such agent the care and management of any or all assets of the corporation; the investment and reinvestment of the funds of the corporation; the maintenance of the books and records of the corporation; and such other power and authority as the Board of Directors may direct.
 
Section 7. Permanent Endowment Fund.
All assets received by the corporation which are designated for permanent endowment and any assets which may be transferred to permanent endowment by the Board of Directors shall be placed in a restricted Permanent Endowment Fund which is created within the American Camellia Society Trust, Inc., containing provisions which prohibit the use of the corpus of that Permanent Endowment Fund, or any part thereof, for any purpose without the affirmative vote of not less than 75% of the members of the Board of Directors of the American Camellia Society and approval by a majority of the Trustees of the American Camellia Society Trust, Inc.

 

ARTICLE XI

INDEMNIFICATION

 Any person (including the heirs, executors, administrators, estate, legatees or devisees of such person) who was 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 (including any action or suit by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that (a) he is or was serving at the request of the Corporation as a director, officer, employee or agent, shall be indemnified by the Corporation if, as, and to the fullest extent authorized by the applicable law against expenses including attorney fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. The indemnification provided by this section shall not be deemed exclusive of any other rights to which any person indemnified may be entitled. The Board of Directors may authorize the purchase of insurance to provide full or partial indemnification.

ARTICLE XII

INTERPRETATION CLAUSE

All of the provisions of these Bylaws are subject to, regulated and controlled by the Articles of Incorporation and the powers of the Board of Directors subject to any restrictions provided in the Articles of Incorporation or in the laws of the State of Georgia.

ARTICLE XIII

AMENDMENTS
Section 1. These Bylaws may be amended by majority vote of the Board of Directors provided notice of the proposed amendment is given at a preceding meeting of the Board of Directors or is provided to all Directors not less than 30 days prior to the meeting at which the proposed amendment is to be considered.

Section 2. A proposal to amend the Bylaws may be submitted in writing to the Board of Directors by any twenty-five members of the American Camellia Society, provided such proposed amendment is delivered to the Secretary not less than 45 days before the meeting at which the proposed amendment is to be considered.