ARTICLE 1: NAME
This organization shall be known as the International Hibiscus Society (IHS). The IHS shall operate as a nonprofit organization.
ARTICLE 2: OBJECTIVES
1) To encourage and promote the development and improvement of hibiscus.
2) To exchange information, and for this purpose to maintain a web site on the Internet.
3) To produce an official publication "Hibiscus International" (hereinafter referred to as H.I.) distributed to the membership via email as well as available on the IHS website. This publication will cover subjects of interest to hibiscus enthusiasts including, but not limited to, care, culture, nomenclature, exhibition, supplies, development, use, and the history of hibiscus.
4) To foster friendly exchanges between hibiscus enthusiasts throughout the world and promote communication and cooperation between the various hibiscus entities and/or personalities. The latter may be prospectively accomplished by the formation of an independent forum, and in the case of hibiscus entities, members should preferably consist of the president, owner or moderator of each hibiscus entity (i.e., a society or mail list) or their appointed representative. In the case of nonprofit organizations, operating democratically with statutes and an elected governing body, a second delegate may also represent such society. This forum shall be sponsored by I.H.S. but shall be free to develop its own internal operaing procedures regulating its activities subject to simple majority voting of its membership. As regards IHS participation in such a forum, however, the principal representative (i.e., the President or person designated to act in his behalf) shall consult with the BOD on all issues and must have their approval concerning any binding commitments.
5) IHS shall at all times be operated exclusively for scientific, educational, recreational and/or charitable purposes related to the study and enjoyment of hibiscus, their promotion, improvement, propagation, culture, care and development.
6) IHS shall do all such things as are incidental or conducive to the attainment of the objectives of its organization.
ARTICLE 3: Membership
Section 1: Eligibility
All persons, organizations or companies interested in hibiscus shall be eligible for membership.
Section 2: Types of Membership
1) Associate Membership (IHS AM): a person accessing the IHS via the internet by subscribing to the IHS member forums. Subject to modification by the Board of Directors, such membership is free of charge.
2) IHS Annual Contributor (IHS AC): Is any person or organization which provides a donation in cash (to be defined by the Board of Directors) presently defined as $100.00 - $399.99 per year. (to be listed in H.I. for each year of contribution)
3) IHS Lifetime Benefactor (IHS Lifetime Benefactor) is any person or organization which provides a donation in cash (to be defined by the Board of Directors) presently defined as $400.00 or more (to be listed in H.I. in perpetuity).
Section 3: Expulsion/Banishment
Any Member who brings discredit upon the IHS in any way, for any reason may be disciplined to any level, including expulsion/banishment, by two-thirds (2/3rd) vote of the Board of Directors. The Member shall be so informed and advised the reason for the action. The Member will have Thirty (30) days to present a reasoned response to the Board of Directors requesting reinstatement, at which time a final decision on such member's status shall be made. If the BOD, however, decides for expulsion/banishment, such Member may nevertheless apply for reinstatement only after one year from date of expulsion/banishment has elapsed subject again to approval by the BOD.
Article 4: Dues
Section 1: Fiscal Year
1) The fiscal year of the IHS shall be from July 1st through June 30th of the following year.
2) The dues year for memberships shall be from July 1st through June 30th of the following year.
Section 2: Setting of Dues
Dues for all members shall be set by the Executive Board, due and payable within thirty days of acceptance and thereafter on or before the last day of June.
Article 5: Hibiscus International
Section 1: Official Publication of the IHS
To produce an official cyber publication "Hibiscus International" (hereinafter referred to as H.I.) which is to be distributed to the membership via email as well as available on the IHS website.
Section 2: Editor of Hibiscus International (HI)
The Editor of Hibiscus International shall:
1) Be appointed by the Board of Directors and supervise and under-take the publication of Hibiscus International.
2) Gather pertinent information regarding hibiscus, IHS activities, and member activities for publication.
3) Write, or arrange for, editorials and articles for publication.
4) Edit all materials to be used in Hibiscus International.
5) Adhere to the principles of good journalism and to the goals of the IHS.
6) Submit the cyber version of H.I., generally within a week of the deadline for a given edition. The Board of Directors' approval is automatic unless modifications are recommended within 48 hours after including any final changes suggested on the IHS BOD forum. No additional comments withstanding, after this period, the Editor will post the publication to the IHS Member forums and will work with the IHS Web Site Committee Chairperson who will be responsible for setting up the PDF downloadable file on the IHS web site and updating the related H.I. index.in a timely fashion.
Section 3: Term of H.I. Editor
The Editor is appointed by the Board of Directors for an indeterminate term and serves at the pleasure and discretion of the Board of Directors.
Article 6: Government
Section 1: Board of Directors and Members
1) The BOD shall consist of no more than fifteen (15) elected members, two (2) automatic members and one (1) permanent member for a maximum of 18 members.
2) The elected positions of the BOD would be as follows:
a. BOD Executive (President, Vice President, Sec. /Treasurer) – 3 reps
b. Eurasia – 3 reps (1 from the EU, 1 from Russia and 1 from either portion)
c. Indian Subcontinent – 1 rep
d. Orient – 1 rep
e. Australia – 1 rep
f. N. America- 1 rep
g. S. America – 1 rep
h. Africa – 1 rep
i. Oceania – 1 rep
j. Wildcard – 2 reps representing any area of the world
k. Where any of the positions is not represented, an additional wildcard position can be created to maintain the BOD quota.
l. Automatic BOD members would be the Past President and the ICRAR (as long as the society holds the position) - 2 reps
m. The final BOD member would be a permanent seat on the BOD for the President Emeritus/Founder which would be held by Richard Johnson for life.
3) Any cyber members of the IHS who have been, or will have been, a member for twelve (12) months, are eligible for nomination to elective or appointive office.
5) The Board of Directors will communicate on the IHS's Board of Directors mail list via email or other such means as may be decided by the Board of Directors.
3) Any member of the Board of Directors who brings discredit upon the IHS in any way, for any reason, may be removed from office by a two thirds (2/3rd) majority vote of the Board of Directors. Board members may also be removed for nonperformance which is defined as repeated failure to respond to the IHS's Board of Directors mail list communications in a timely manner, to be decided upon by a two thirds majority vote of the Board of Directors.
Section 2: Officers and Duties
A. The President is authorized to:
1) Preside over all Board of Executive communications on the IHS's Board List.
2) Keep abreast of all activities within the IHS including automatic membership in all IHS Committee forums.
3) Make a quarterly report to be a part of H.I. and other reports to the membership as deemed advisable.
4) Will be the guardian of all IHS internet accounts and passwords, and he will provide such passwords to the Vice President for safe keeping. He may also provide this information to such persons as may require access, e.g., webmaster. Only the President or alternative persons appointed by a two thirds majority of the Board of Directors may use this information to affect these accounts, as per the limitations outlined in the bylaws.
B. The President is elected for a two year term of office.
A. The Vice President is authorized to:
1) Perform the duties of the President when the President is unable to do so.
2) Perform such other duties as are requested by the President.
3) The Vice-President is elected to a two year term of office.
A. The Secretary/Treasurer shall:
1). Provide a quarterly report of the proceedings of the communications of the Board of Directors forum, to be set up in a timely manner, on the IHS web site by the IHS Web Site Committee Chairperson.
2) Receive, deposit and account for all moneys of the IHS.
3) Pay out all moneys under the direction of the Board of Directors.
4) Make periodic and annual financial reports to the membership and the Board of Directors.
5) Deposit all funds in the name of the IHS in a depository and advise the Board of Directors of said depository.
6) Submit the treasury records for audit at the close of the fiscal year to the person(s) appointed by the Board of Directors.
B. The Secretary/Treasurer is elected to a two year term of office.
Section 3: Representatives and Their Duties
Representatives shall be elected for a two year term of office to coincide with the term of the executive members and shall be elected by the members. Representatives are direct ambassadors of the IHS in their areas. They assist in promotional, organizational or management areas and provide guidance as requested. They assist as a communication link between local organizations and the IHS.
Section 4: Webmaster, Mail List Moderator and Alternate Language IHS member forums:
A. Webmaster (or in the absence of, the IHS Web Site Committee Chairperson) and Mail List Moderator positions may be shared or managed separately. The person(s) so appointed by a 2/3rd majority vote of the Board of Directors, shall maintain the IHS web site and Mail List to reflect the aims of the IHS in accordance with advice and/or instruction from the Board Of Directors.
B. As deemed desirable, by a majority vote of the Board Of Directors, alternate language IHS Member Forums may be created. In such cases, the owner and/or moderators of such forums will be subject to the following:
1. The owner of the new IHS Alternate Language forum will provide a statement (which will become part of the IHS BOD Archives) that they understand and promise to abide by the principals that:
a) they are the legal owner on behalf of the IHS Board Of Directors (which is the moral and ethical owner) only because Yahoo Groups does not have an option for group ownership
b) they will not change the ownership, or moderators without consensus of the International Society Board Of Directors.
c) that the new forum is the official alternate language (specify) speaking branch of the International Hibiscus Society and that all participants of that forum are automatically full members of the IHS including all privileges extended to the English speaking branch of the International Hibiscus Society.
d) That the introductory message on the home page of that forum will correspond to BOD approved wording.
e) The principal moderator and/or owner of the new alternate language forum shall form a committee of at least 2 members (co moderators) to oversee day to day operations.
f) The moderator/owner shall be required to submit a report to the IHS Board of Directors if and when any changes to the new alternate language forums are anticipated. Any such requested changes may only be initiated upon a majority vote of the BOD.
Section 5: Editor of Hibiscus International
The Editor's duties are indicated in Article 5, Section 2 hereof.
Section 6: Vacancies
1) Should the President, during his tenure of office, resign or be unable to continue in office then his place shall be taken by the Vice-President.
2) Should both the President and Vice-President resign or be unable to continue in office then the Immediate Past President shall take over the duties of President. The designation "Immediate Past President" is herein defined as the last or previous president who has completed a full term. Likewise, should the newly elected president and vice president resign, only a president or vice-president having served a normal or full term should inherit that post once again.
3) Should a representative resign or be unable to perform his duties his position may be filled by the Board of Directors.
Article 7: Board Committees
As may be required, the President, with the approval of the Board of Directors, may appoint committees. These committee may be of the perpetual type, usually communicating on a seperate forum for that purpose, or they may be temporary and will cease to exist or become inactive once their assigned task has been completed.
Article 8: Nominations and Elections
Section 1: Elections
will be held during even numbered years.
Section 2: Nominating Committee
1) The President shall appoint, with the approval of the Board of Directors, a Nominating Committee Chairperson.
2) The Nominating Committee Chairperson shall form a committee consisting of at least one other member of the Society.
3) The Committee will prepare a slate (making a maximum effort to find multiple candidates) offering not less than one nominee for each elected Officer position. Permission of each nominee will be obtained. The Committee will present this slate to the Board of Directors as outline in Section 3 hereunder.
Section 3: Selection of Candidates for Board of Directors
1) Members with at least one year's membership interested in being a candidate for Executive office may be nominated by:
A. Notifying the Committee by private emails of such desire a minimum of thirty (30) days prior to the last day of June in an election year.
B. Nominations of members with at least one year's membership may be made to the Committee by private email. The Committee will then contact the nominee to obtain an acceptance from that individual for the post to which he/she was nominated.
Section 4: Electoral Process
1) The Nomination Committee shall:
A. Advise the Board of Directors via the IHS's Board of Directors forum of the tentative slate prepared by the Committee by June 15th with the final slate presented by June 30th.
B. Announce the final slate of nominees and declare the nominations closed via the IHS's List by June 30th.
2) The President shall prepare an official ballot via the chosen web host service prior to July 15th.
3) Each nominee shall present a brief resume and to Web Master prior to July 15th for publication on the IHS's web site and Mail List.
Section 5: Voting
1) All members of the IHS are entitled to vote in the election of Board of Directors.
2) The election will be conducted by voting on the Poll Option site no later then July 15th of the election.
3) Any questions concerning the validity of the voting procedure will fall under the authority of the outgoing Board Of Directors which is duly authorized to resolve such problems. The Elections Committee, will announce the results and introduce the new officers to the membership via the IHS Member Forum.
4) In the case of an exact tie between two or more nominees for any elective position, the membership will vote as per the above procedure for one of the nominees involved in the tie. The individual receiving the most votes will be announced as the new officer or director elect. This procedure may be repeated as often as necessary to gain a simple majority vote.
5) Results of the election shall be published in the next Hibiscus International immediately following introduction of new officers. Results shall include all votes cast.
Section 6: Incoming Officers
1) The nominee receiving the most votes for each elective position shall be elected.
2) Newly elected officers shall assume their duties immediately after installation by the outgoing President no later then July 31 of the election year.
3) The incoming President shall appoint a qualified member to fill any vacancy that may occur for any elective position of the IHS, with approval of the new Board of Directors.
Section 7: Board of Directors
Decisions All decisions of the Board of Directors shall be made by a simple majority vote of the Board members and in the case of a tied vote the President shall have a second or casting vote.
Article 9: Meetings
Section 1: Communication Channels
1) The Board of Directors shall communicate via the IHS's Board of Directors Mail List.
2) Any member of the IHS may bring an issue to the Board by means of private email to any officer on the Board of Directors or use of IHS's Mail List.
3) Any issue arising will be discussed as outlined above and the results posted on the IHS Mail List by the Secretary/ Treasurer.
Article 10: IHS Funds
Section 1: Incurring Liability and/or Obligation
Except as noted below, no member of the IHS may incur any liability or obligation in the name of or on behalf of the IHS without prior approval of a simple majority of the Board of Directors.
Article 11: Quorums Section
1: Majority A simple majority of the Board of Directors shall constitute a quorum, specifically as concerns voting via the Board of Directors Mail List polling system.
Article 12: Activities
Section 1: Inurnment and Political Involvement Policies
1) No part of the net income of the IHS may, under any circumstance, inure to the benefit of any officer, director, member, private share holder or other individual.
2) No substantial part of the activities of the IHS shall consist of carrying on propaganda or otherwise attempting to influence legislation.
3) The IHS shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.
4) The IHS shall at no time conduct or participate in any activity not in keeping with the general principals of a non profit organization.
Section 2: Disposition of Funds Upon Dissolution
Upon dissolution of the IHS, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the IHS distribute the assets of the IHS exclusively for the educational, charitable, and/or scientific purposes of the IHS directly or to an organization or organizations with legal nonprofit status.
Article 13: IHS Statutes Amendment
Section 1: Amendment of By-Laws or Statutes
The By-laws of IHS may be amended by a 2/3rd vote of members voting, a minimum of thirty (30) days previous notice having been given. Publication of proposed amendments in the next issue of Hibiscus International will normally suffice for such notice.
Article 14: IHS Web Site Features
The various programs and features of the IHS's web site shall be governed by the IHS's Board of Directors through the IHS Website Committee. Any member can recommend a modification, which may be subsequently authorized as of a simple majority vote of the Board of Directors via the Board of Directors Mail List polling feature. The poll will remain open for a minimum of Five (5) calendar days, but may be terminated and become effective as of the acquisition of a simple majority vote.
ARTICLE 15: Personal Liability
Section 1: Free and Harmless Clause
Neither the Board of Directors, nor any member or officer, shall have the power to bind the members or the individual officers of the IHS, personally. All persons or corporations extending credit to, contracting with, or having any claims against the IHS, shall look only to the funds and property of the IHS for payment of any debt, damage, judgment, or decree, or any money that may otherwise become due or payable to them from the IHS, so that neither the members nor the directors, nor the officers, past, present or future, shall be personally liable thereof.
Section 2: Indemnity
Except as otherwise provided by law, and only to the extent covered and actually paid by insurance policies, if maintained by the IHS, each member, director, and officer of the IHS shall be entitled, without prejudice to any other rights which he/she may have, to be reimbursed by the IHS for, and indemnified by the IHS against, all legal costs and other expenses reasonably incurred by him/her in connection with or arising out of any claim, action, suit or proceeding of whatever nature in which he/she may be involved as a party or otherwise or with which he/she may be threatened by reason of his/her having been a member or having served as a officer of the IHS or by reason of any action alleged to have been taken or omitted by him/her as such member or officer, whether or not he/she continues to be such member or officer at the time of incurring such costs or expenses, including amounts paid or incurred in con-nection with reasonable settlements (other than amounts paid to the IHS itself). No such reimbursement or indemnity shall be paid or made for any expense incurred or settlement made by such member or officer in connection with any matter as to which he or she shall be finally adjudged in any such action, suit or proceeding to have been derelict in the performance of his/her duty as such member or officer. In no event shall anything herein contained be construed so as to obligate the IHS to indemnify any such member or officer against any costs or expenses incurred or settlement made in connection with any matter arising out of or resulting from his/her own negligence or willful misconduct. The IHS, its members, officers, and employees shall not be liable to anyone for making any determination as to the existence or absence of liability of the IHS hereunder or for making or refusing to make any payment hereunder on the basis of such determination or for taking or omitting to take any other action hereunder in reliance upon advice of counsel.