CONSTITUTION

Article I: Name
The name of this organization shall be the BALTIMORE BONSAI CLUB (hereinafter referred to as the BBC ), a nonprofit organization.

Article II: Purpose
The purpose for which the BBC is formed and is to be operated is exclusively for charitable and educational purposes to be promoted by it as follows:

1. Developing the interest of the American public in Bonsai and related arts.
2. Serving as a regional focal point for interest in Bonsai in the Greater Baltimore area.
3. Holding periodic meetings, expeditions, symposia and workshops in furtherance of its charitable and educational purposes.
4. Furthering and the art and science of Bonsai by education and research.
5. Holding, sponsoring and promoting such functions as may be necessary for fund raising purposes but only incidental to and in furtherance of its charitable and educational purposes.
6. Investing and reinvesting the principal and income from such property, real, personal or mixed, and in such manner as it shall deem advisable; provided, however, that such property shall not be invested in such a manner as to violate section 504 (a)(3) of the internal Revenue Code of 1954 as now in force or afterwards amended.  No principal or income, however, shall be loaned directly or indirectly to any member or to anyone else, corporate or otherwise, who has at any time made a contribution to the BBC, nor to anyone except on the basis of an adequate interest charge and with adequate security.
7. Employing a bank or trust company as keeper of any funds or securities and to delegate to it such powers as the members deem appropriate.
8. No part of the net earnings of the BBC shall inure to the benefit of or be distributable to its members, trustees, officers or other private persons, except that the BBC shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.  No substantial part of the activities of the BBC shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the BBC shall not participate in or intervene in (including the publishing or distribution of any statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provisions of these articles, the BBC shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under section 501 (c)(3) of the Internal Revenue Code of 1954 as now in force or afterwards amended or (b) by a corporation, contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code of 1954 as now in force or afterwards amended.
9. The objects and powers specified in these Articles, except where expressly limited, be in no wise limited or restrained by interference from the terms of any other clauses in any other part of these Articles, but the objects and powers specified in each of the clauses of these Articles shall be regarded as separate and independent purposes of the BBC but only incidental to and in furtherance of its charitable and educational purposes.In the event of the dissolution of the BBC, all assets remaining after the payment of bills, expenses, liquidation costs and attorneys fee, shall be turned over to such organization or organizations organized for charitable, educational, religious or scientific purposes as shall at that time qualify as an exempt organization under section 501 (c)(3) of the Internal Revenue Code of 1954 as now in force or afterwards amended, as its board may determine

Article III: Address
The post office address of the principal office of the BBC is: (by default, club treasurer)

Article IV: Not for Profit
The BBC shall be without capital stock and shall not be operated for profit.  None of the net income of the BBC shall inure to the benefit of any of its members.

Article V: Board and Officers
The policies and programs of the BBC shall be vested in a board of seven (7) Directors who shall serve until their successors are duly elected and qualified; and the Directors shall be drawn from the BBC membership.  All Directors shall serve for a term of two years from date of election.  All officers shall be Directors of the BBC, duly elected by the membership. Offices shall include President, First Vice President, Educational Vice President, Secretary and Treasurer.  In addition, two at-large Directors shall be duly elected from the membership.

Article VI: Powers
The following provisions are hereby adopted for the purpose of defining, limiting and regulating the powers of the BBC and of its members and Directors:

1. At any meeting of the Directors and/or members of the BBC, the votes required to take or authorize any action shall be a majority of the votes then and there cast as such meeting plus valid proxies as provided for by the Board of Directors.
2. No Director or officer shall be disqualified from voting or acting on behalf of the BBC, in contracting with any other cooperation in which he may be a director, officer or stockholder, nor shall any Director of the BBC be disqualified from voting or acting on its behalf by reason of any personal interest.
3. This constitution may be amended by a two-thirds affirmative vote of the members at the annual meeting after at least thirty days’ notice of the nature of the proposed amendment.  Any BBC member may propose an amendment by providing the secretary with a statement of the nature thereof at least forty-five days before its annual meeting.  The secretary shall then include such statement in the notice of the meeting

Article VII: Duration
The duration of the BBC shall be perpetual.

BY-LAWS

Article I: Membership
Membership in the BBC shall be open to anyone upon application and payment of dues and shall continue from year to year as long as dues are paid.  Membership shall be divided into the following classes.

1. Founding– A member on the BBC rolls as of the date on which these by-laws shall have been adopted by a majority of such members.
2. Regular - A member who is entered on the BBC rolls subsequent to adoption of these by-laws and who pays dues as defined under Article II (A) of these by-laws.
3. Honorary – membership conferred by a unanimous vote of the Board of Directors on an individual in recognition of outstanding service in or significant contribution to the art Bonsai.  Honorary membership shall carry with it the privileges of Regular membership.

Article II: Voting
Each regular member of the BBC shall be entitled to one vote for the election of BBC Directors and upon all other business coming before any BBC meeting.

Article III: Dues 

1. The BBC board of directors shall fix the amount of dues payable in advance for one calendar year, January 1 through December 31.
2. The entire amount of dues paid by Founding and Regular members shall go into the BBC treasury.
3. Honorary members shall not pay dues.

Article IV: Meetings

1. An annual meeting of the BBC members shall be held within one year after the proceeding annual meeting but not later then the April meeting of that year, at such time and place as may be designated by the Board of Directors.  The business of the annual meeting shall include the election of Directors and submission of annual reports by the President, the Treasurer and Chairmen of any standing committees subsequently provided for.
2. Special meetings of the BBC members may be held at any time upon the call of the President or a majority of the Board of Directors or by a majority of the membership.  The business of a special meeting shall be confined to the matter stated in the notice of the meeting.
3. At least thirty days’ notice of the time and place of the annual meeting shall be given to all BBC members.  At least fourteen days’ notice shall be given for special meetings.  Notices shall include the purpose of all special meetings and any special matter to be transacted at the annual meeting.
4. At all meetings of BBC members, a quorum shall consist of one-third of the membership or nine members, whichever is smaller, and if a quorum is present, the act of a majority of the members voting at the meeting shall be the official act of the BBC.  A member’s right to vote must be exercised in person unless the Board of Directors shall have made advance provision for voting by proxy in respect to any particular matter.

Article V: Directors

1. Vacancies on the Board of Directors may be filled by action of a majority of the remaining directors.  Such appointments shall remain in effect until the next election of officers.
2. Any BBC member may place the name of any other BBC member in nomination for Director at the annual meeting for election of Directors.
3. The Board of Directors shall hold at least one regular meeting each year, which shall be an organizational meeting immediately following the annual meeting of BBC members.  Special meetings of the Board of Directors may be called by the Chairman or upon request of three Directors.  At least ten days’ notice of all board meetings must be given to the Directors.
4. The Directors may appoint an Executive Committee of the Board of Directors which shall be authorized to exercise all powers of the Board between meetings of the Board.  The President shall be ex-officio a member of the Executive Committee, if formed.

Article VI: Officers

1. The officers of the BBC shall be drawn from the BBC memberships, and shall consist of a President (who must be a Director), a First Vice President, an Educational Vice President, a Secretary, and a Treasurer, and such other officers as may be designated by the Board of Directors at their organizational meeting.
2. The officers shall be responsible for executing the policies and carrying out the programs established by the Board of Directors, within the financial limitations determined by the directors.
3. Duties of the officers shall be as follows:
1. The President shall oversea or monitor all BBC activities and shall appoint such individual members, or establish such committees of members, as deemed necessary to accomplish BBC goals and objectives, such appointments to run until completion of the task assigned or at the discretion of the President.  The President shall also be responsible to the Board of Directors for all actions.
2. The First Vice President shall have such duties pertain to the office of Vice President and also such powers and duties as from time to time shall be conferred by the Board.  In the absence of the President and First Vice President, the Board may appoint a President Pro Tem.  The First Vice President shall be chairperson of all show committees.
3. The Educational Vice President shall execute programs established by the Board of Directors which are educational in nature, that is, programs implemented for the express purpose of increasing members’ knowledge, experience or familiarity in any phase of Bonsai art.  The duties shall include, but not be limited to, the following:
1. Developing new programs and improvements to or evaluations of existing programs and presenting the results to the board of directors for consideration.
2. Preparing, causing to be prepared or procuring such educational aids as books, pamphlets, equipment, supplies and expert guest lecturers/speakers/demonstrators, within approved budgetary limits, as may be necessary to achieve assigned responsibilities.  Temporary committees may be appointed as needed, with the approval of the President, to assist in general or specific aspects of educational programs.
3. Developing methods and procedures to provide member services such as: Lending library; telephone help clinic; speakers bureau; Bonsai bibliography; and such other personal and program aids as may be directed or developed within budgetary limits.
4. Developing and implementing the BBC schedule of monthly activities and events, including: topics for discussion, workshop periods, visiting speakers, demonstrations, exhibitions and field trips.
5. The Educational Vice President shall be chairman of the Standing Educational Committee and shall appoint such members to that committee as deemed appropriate.
4. The Secretary shall keep a record of each BBC meeting; answer all correspondence; maintain rosters and rolls of members; send out notices, arrange for publication, as necessary, of educational materials; and perform such other duties as the Board of Directors and the President shall assign.  Assistants may be assigned, with the approval of the President, to help monitor and accomplish secretarial duties.
5. The Treasurer shall collect all dues; maintain the BBC financial records; arrange for an annual audit of BBC books; pay all just and due bills; prepare, in close coordination with the Directors and officers, an annual budget for consideration by the membership at the annual membership meeting; maintain custody and accountability for all BBC-owned property, equipment, supplies and other assets; develop and arrange, with approval of the Board of Directors, for fund-raising activities and events, including but not limited to, raffles of donated trees, sales of BBC brochures/pamphlets/trees/tools/etc.; and perform such other duties as the Board of Directors and the President may assign.
4. Any officer may succeed himself only twice during any tenure of office.

Article VII: Committees
Any standing committees subsequently provided for by the Board of Directors, shall be appointed by the Board of Directors at its annual organizational meeting, to serve until the next annual meeting and the duties of each chairman and assistants shall be subsequently provided for by the Board of Directors.

Article VIII: Parliamentary Authority
The rules contained in the most recent edition of Robert’s Rules of Order, Newly Revised shall govern the BBC in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any special rules of order the members of the BBC may adopt.

Article IX: Amendment of By-Laws
These By-Laws may be amended by a majority of the members voting at the annual meeting, or any special meeting, after at least fourteen days’ notice of the nature of the proposed amendment.  Any BBC member may propose an amendment by providing the Secretary with a statement of the nature thereof at least forty-five days before the annual meeting, or at least thirty days before a special meeting.  The Secretary shall then include such statement in the notice of meeting.