Bylaws of
THE PLUMERIA SOCIETY OF AMERICA, INC.
Approved by the general membership and Board of Trustees in January 2024.
ARTICLE I
NAME AND PURPOSE
1.1 Name
The name of the Corporation is THE PLUMERIA SOCIETY OF AMERICA, INC. (Hereafter referred to as the “PSA” or “Corporation”.)
1.2 Purpose
This Corporation has been organized exclusively for research, education, and registration purposes, that is, for research into the history and development of plumeria (also known by the name “frangipani”), for learning more about plumeria, their culture, and propagation, and to provide a register for identifying, naming and recording new types of plumeria. More specifically, the Corporation has been created solely as an organization described in Section 501 (c) (3) and it is exempt from taxation under Section 501 (a) of the Internal Revenue Code of 1954 or corresponding provisions hereafter in effect. The Corporation shall be operated exclusively for such purposes, no part of its net income shall inure to the benefit of any private member, trustee, or individual; it is understood that a portion of regular membership dues may be used for certain PSA group activities when approved by the Board of Trustees (hereafter referred to as the “Board”); no part of its activities shall be carrying on propaganda, or otherwise attempting to influence legislation, and it shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Specific goals of the Corporation shall be to:
(1) Promote interest in and increase knowledge of hybridization, propagation, and culture of plumerias;
(2) Share knowledge with hobbyists interested in plumerias; and
(3) Provide a register for recording, identifying, and classifying by name new types and varieties of plumerias.
ARTICLE II
ELECTION OF OFFICERS AND trustees
2.1 Elections
The general membership of this Corporation shall elect its officers and trustees. The President and Treasurer will be elected in even-numbered years, while the Vice President and Secretary will be elected in odd-numbered years. This staggered election cycle ensures the continuity of PSA programs across all incoming boards. Additionally, the Board of Trustees will follow the same election cycle as the President and Treasurer.
(1) President and Treasurer elected… 2026, 2028, 2030, 2032, 2034…
(2) Vice President and Secretary elected… 2027, 2029, 2031, 2033, 2035…
2.2 Officers
Officers of this Corporation shall be a President, Vice President, Secretary, and Treasurer, who shall also serve as trustees.
2.3 Trustees
In addition to the officers serving as trustees three additional trustees shall be elected by the general membership.
2.4 Qualifications for Office
(1) Nominees for officers must have been an active member, in good standing for the past two (2) years; and
(2) Nominees for the additional trustees must have been active members for the last year.
2.5 Term of Office
All officers and trustees whose term of office shall have expired may be elected for a second consecutive term, but may not serve more than two (2) consecutive terms in the same office.
2.6 Voting Method & Qualification
Voting shall be by written ballot sent to all members in good standing as of October 31st of the year preceding the election. Only ballots received by the PSA by December 31st of that year will be accepted. The election results shall be published in the next newsletter, announced at the January general meeting, and posted on the PSA website.
ARTICLE III
BOARD OF TRUSTEES
3.1 Number
The direction and management of the affairs of the Corporation and the control and management of and disposition of any properties and funds shall be vested in a Board, which shall consist of not less than seven (7) persons and the immediate past President who will serve as a nonvoting ex officio member. The Board shall consist of the officers (President, Vice President, Secretary, and Treasurer) and three (3) Trustees. Each officer and trustee shall serve a (2) two-year term.
3.2 Vacancies
A vacancy shall be declared upon the death or resignation of any Trustee or upon any Trustee’s inability to perform required responsibilities in the management and affairs of the Corporation. Should such a vacancy occur, the board shall appoint a successor to fill the unexpired term.
3.3 Annual Meeting
The annual board meeting will be held in January of each year, depending on the availability of the meeting location. The Secretary of the Corporation will provide a (10) ten-day notice of the meeting to each board member.
3.4 Special Meetings
Special meetings of the board may be convened at any time when called by the Secretary of the corporation, either at the direction of the President or upon the written request of any three (3) Trustees. The Secretary is responsible for providing ten (10) days notice of such meetings.
3.5 Quorum for Meetings (of the Board)
A majority of the Officers and Trustees shall constitute a quorum for the transaction of business of all meetings of the board convened according to these bylaws.
3.6 Liability
A trustee shall not be liable to the Corporation or its members for monetary damages for an act or omission in the trustee’s capacity as a trustee, except that this does not authorize the elimination of limitation of the liability of a trustee to the extent the trustee is found liable for:
(1) A breach of the trustee’s duty of loyalty to the Corporation or its members;
(2) An act or omission not in good faith that constitutes a breach of duty of the trustee or an act or omission that involves intentional misconduct or a knowing violation of the law;
(3) A transaction from which the trustee received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the trustee’s office; and
(4) An act or omission for which an applicable statute expressly provides the liability of an officer or trustee.
ARTICLE IV
GOVERNING BODY
4.1 Officers
The officers of this Corporation shall be President, Vice President, Secretary, and Treasurer.
The President, and in his absence the Vice President, shall call meetings of the Corporation to order and act as chairperson of such meetings. In the absence of the Secretary, the acting chairperson may appoint any person present to act as secretary for any given meeting.
4.2 Duties and Responsibilities
4.2.1 President
The President shall be the Chief Executive Officer of the Corporation and preside over all meetings. The President shall have a general charge and supervision of the administration of the affairs and business of the Corporation under the authority and direction of the Board. The President shall;
(1) Ensure that all orders and resolutions of the Board are implemented;
(2) Sign and execute all legal documents and instruments on behalf of the Corporation, as authorized by the Board, and perform any additional duties assigned by the Board from time to time;
(3) Have the authority to appoint and remove committee members, including committee chairpersons, with the Board’s approval;
(4) Have the authority to establish ad hoc special committees as necessary; and
(5) Present plans and suggestions for the Corporation’s work to the Board, manage general correspondence, and provide recommendations to the Board.
4.2.2 Vice President
The Vice President shall be responsible for carrying out the President’s duties in the event of the President’s absence. Additionally, the Vice President will perform any other duties assigned by the Board as needed. The Vice President will also manage the Corporation’s personal property and maintain its historical records.
4.2.3 Secretary
The Secretary shall have charge of the records and correspondence of the corporation under the direction of the President, and shall:
(1) Be custodial of the seal of the Corporation;
(2) Give notice of and attend all meetings;
(3) Take and keep true minutes of all meetings; and
(4) Discharge such other duties as shall be assigned by the President and the Board.
4.2.4 Treasurer
The Treasurer shall keep account of all monies, securities and property (checkbook) of the Corporation and shall:
(1) Maintain custody of all the Corporation’s funds and securities.
(2) Deposit these funds in the banking accounts or depositories designated by the Board.
(3) Keep accurate financial records for the Corporation, which shall be open to inspection at all times.
(4) Present a report on the Corporation’s accounts and financial condition at each Board meeting.
(5) Under the direction of the Board, disburse all money and other instruments drawn from the Corporation’s funds.
(6) Sign all checks jointly with the President or Vice President.
4.2.5 Immediate Past President
Following completion of a term of office, the President, as immediate Past President, shall serve as an ex officio member of the Board for the next term.
ARTICLE V
OTHER APPOINTMENTS
5.1 Other Appointments
The Board may appoint agents as deemed necessary, who will have the authority to perform duties as prescribed by the Board from time to time. All appointed agents will hold their positions at the pleasure of the Board and may be removed or discharged at any time, with or without cause. However, removal without cause shall not affect any contractual rights that the agents may have.
ARTICLE VI
STANDING COMMITTEES
6.1 Standing Committees
The standing committees of the corporation are Activity, Membership, Nominating, Publication, Publicity, Registration, Research, and Social. Committee chairpersons will be appointed by the President, with the approval of the Board, during the first general meeting of the Board following the annual general membership meeting. Each committee chairperson is responsible for reporting to designated Board members as directed by the Board.
Chairpersons will select members in good standing from the general membership to serve on their respective committees. Before each Board meeting, each chairperson must submit a report to their designated trustee. Additionally, an annual written report should be provided by each committee chairperson for inclusion in the January Newsletter.
The President serves as an ex officio member of all standing committees, and other committees, except for the Nominating Committee.
6.2 Standing Committee’s Duties and Responsibilities
6.2.1 Activity Committee
The Activities Committee shall consist of three (3) subcommittees:
(1) The Fundraising Committee is responsible for planning, organizing, and coordinating the two (2) annual plant sales, as well as any other fundraising events organized by the PSA.
(2) The Program Committee is tasked with developing programs for regular meetings, yard tours, educational tours, and seminars.
(3) The Social Committee is in charge of planning and overseeing designated social functions within the PSA. Additionally, this committee is responsible for providing food for these social events.
6.2.2 Membership Committee
The Membership Committee is responsible for all matters involving membership.
6.2.3 Nominating Committee
A nominating committee, appointed by the President, with the approval of the Board, shall:
(1) Consist of three members in good standing for the prior two (2) years;
(2) Include at least one past President;
(3) Be appointed by the July meeting prior to the election; and
(4) Present a slate of officers and trustees with their qualifications and with Board approval at the October meeting.
6.2.4 Publication Committee
The Publication Committee is responsible for:
(1) Setting up and maintaining the PSA website;
(2) Writing, editing, publishing and distribution of all printed and electronic information to the membership with the approval of the Board; and
(3) Publishing the Newsletter prior to each general meeting. All members of the board are expected to provide information for publication of the Newsletter.
6.2.5 Publicity Committee
The Publicity Committee is responsible for:
(1) Promoting activities of the Corporation; and
(2) Providing information concerning the PSA to the media and membership.
6.2.6 Registration Committee
The PSA is under the authority granted by the International Society for Horticultural Science, the International Registration Authority for Plumeria. This chairperson shall be the designated Registrar for the PSA and, as Registrar, shall be responsible for maintaining a list of all registered names, associated names, and descriptions.
This Registrar shall accept all new cultivars for registration with proper documentation.
6.2.7 Research Committee
The Research Committee shall:
(1) Provide care bulletins for the membership;
(2) Conduct external research programs sponsored by the PSA or coordinate with other plumeria research activities;
(3) Coordinate all internal research projects; and
(4) Provide periodic results of various research activities to the board.
6.3 Collateral Information
All collateral information and/or materials compiled and/or developed by standing or other committees with the approval of the originator will become the property of the PSA. Use of such materials and/or information outside the PSA, must have written Board approval prior to its release and/or use.
ARTICLE VII
MEMBERSHIP, MEETINGS AND DUES
7.1 Membership
Membership in the PSA shall consist of:
7.1.1 Regular Membership
Regular Membership shall be a person, couple, or business that may hold one regular membership with payment of annual dues and shall be entitled to only one (1) vote each and receive all publications and benefits of the PSA.
7.1.2 Associate Membership
Associate Membership shall be a person, couple, or business who, with payment of annual dues, will receive all publications of the PSA but will have no voting rights.
7.2 International Membership
International Membership shall be available to persons, couples, or businesses outside of the U.S.A. as regular or associate members, depending upon their selection of regular or associate membership and payment of associate dues.
7.3 Honorary Memberships
Honorary Memberships shall be a membership in the Corporation awarded by the Board for exceptional service to the PSA or meritorious work in plumerias.
7.4 Chapter Membership
Chapter Memberships shall be available to bona fide groups who want to become associated with the PSA under rules established by the Board.
7.5 Renewal
Membership renewal will take place annually in December of each year.
7.6 Meetings
There should be at least five (5) general membership meetings each year.
7.7 Quorum
A quorum for regular membership meetings of the Corporation requires the presence of at least 30 eligible members who are in good standing. However, for the election of officers, trustees, and amendments to the Corporation’s bylaws, the quorum will be determined by the Board.
7.8 Annual Dues
Annual dues for General Membership, International Membership and Chapter Membership shall be determined by the Board.
7.9 Voting Body
The Voting Body of the Corporation consists of all general members in good standing with the PSA. A member is considered to be in good standing if their dues are paid and they have not been suspended or denied membership by the Board.
ARTICLE VIII
AMENDMENTS
These bylaws may be amended by the affirmative vote of a majority of the general membership of the Corporation at any meeting of the members, provided that notice of the proposed amendment shall have been mailed to each member at least sixty (60) days prior to such meeting.
ARTICLE IX
PARLIAMENTARY PROCEDURE
9.1 Parliamentary Procedure
The parliamentary procedure of the Corporation shall be based on the bylaws outlined herein, Robert’s Rules of Order, Newly Revised, and the Policies and Procedures Manual (PPM) of the Plumeria Society of America, Inc. A copy of the bylaws and the PPM shall be provided to each Board member and committee chairperson when they take office.
9.2 Policies and Procedure Manual
The Policies and Procedures Manual will be set forth and voted on by the Board. This manual will interpret the governing documents and define, regulate, and inform how the PSA operates. It will also outline all guidelines, procedures, and rules for each committee.
ARTICLE X
DISSOLUTION
In the event of the dissolution of the PSA, all assets remaining after the satisfaction of any debts and claims against the PSA shall be distributed, transferred, and delivered as soon as practical only for tax-exempt purposes to one or more organizations that are tax-exempt under 501 (c) (3), Internal Revenue Code of 1954 [26 U.S.C 501 (c) (3)], or its successor stature, or which are described in 170 (c) (1) or (2), Internal Revenue Code of 1954 [26 U.S.C. 170 (c)(1) or (2)], or its successor statue. No part of the PSA’s assets will inure to the benefit of any individual.
ARTICLE XI
CHAPTERS 11.1
Chapters of the PSA may be established with the approval of the Corporation’s Board. Their bylaws must comply with the regulations of the PSA.
These bylaws take precedence over any previous bylaws governing the PSA.