By-Laws
THE HERB SOCIETY OF AMERICA: PIONEER UNIT
ARTICLE I: NAME
The name of the organization shall be The Herb Society of America, Pioneer Unit, hereinafter referred to as the Unit.
ARTICLE II: PURPOSE
The Unit was founded in 1992 for the charitable and educational purposes of furthering the knowledge and use of herbs and contributing the results to the records of horticulture and science. The motto of the Unit is taken from the herbalist Mr. John Parkinson: “For Use and For Delight.”
No part of the net earnings of the Unit shall inure to the benefit of any member or other individual. No substantial part of the Unit’s activities shall be carrying on of propaganda, or otherwise attempting to influence legislation. The Unit shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office.
ARTICLE III: MEMBERSHIP
Any person showing special interest in growing, using, or studying herbs may apply for membership in the Unit, regardless of race, creed, or gender.
There shall be three classifications of membership:
1. ACTIVE
An active member shall support the endeavors of the Unit during the fiscal year. He or she must:
a. Be willing to hold office or serve on committees.
b. Attend a minimum of three meetings per year.
c. Participate in the preparation of one major Unit event.
d. Participate on-site in one major Unit event.
e. Perform 20 volunteer hours (see page 32 of the current Yearbook).
f. The board may alter or suspend membership requirements as needed, due to extraordinary circumstances.
2. AFFILIATE
A member in good standing and active in another Herb Society of America Unit or an At-Large member of The Herb Society of America who is unable to meet full requirements of Active membership with the Pioneer Unit may apply to the Members of the Board for an Affiliate membership. An affiliate member is encouraged to participate in Unit endeavors as able but may not hold office or vote.
3. HONORARY
Any member who, in the opinion of the Members of the Board, has rendered special service to the Unit or contributes substantially to the advancement of knowledge and use of herbs shall be eligible for Honorary Membership. Such special honor shall be conferred at the discretion of the Members of the Board and shall not exceed five members at any one time. An honorary member is exempt from membership fees and may not vote. The Unit shall pay The Herb Society of America dues for honorary members.
Applications, Election, and Maintenance of Membership
1. Application for membership in the Unit
a. Prospective members can submit an application
after attending three monthly meetings as a guest and
attending Unit-sponsored garden workdays for a
minimum of two hours participation at each of the
Unit’s gardens. These meetings must fall within a
period of twelve consecutive months.
b. Former members can submit an application for renewal without performing the new member requirements.
2. An application for membership shall be on the regular form furnished by the Unit. When completed, the application and current dues shall be sent to the 2nd Vice Chair Membership.
3. Application approval by the Membership Committee shall be submitted to the Members of the Board for action. Approval of a majority of the Members of the Board shall be required for election of members. Membership is conferred to applicant upon Board approval.
4. If membership requirements cannot be met by a current member, a written explanation must be submitted to the Membership Committee by April 1 of each year. The Membership Committee will recommend an extension of current membership or an alternate membership status to the Members of the Board. The Members of the Board will act on all recommendations.
ARTICLE IV: MEMBERSHIP DUES
Annual Unit fees, recommended by the Officers of the Board, shall be set by majority vote of the active members at the Unit annual meeting. The fees shall include the assessment of The Herb Society of America.
Annual dues shall be payable MAY 1 of each year and shall be delinquent JUNE 1. Membership rolls shall be purged each JULY 1.
ARTICLE V: OFFICERS AND COMMITTEE CHAIRMEN
A. Election
1. The officers of the Unit shall consist of a Chair, 1st Vice-Chair, 2nd Vice-Chair, Secretary, and Treasurer and Past Chair and shall be known as the Officers of the Board.
2. The Officers shall be elected by a majority vote of Active members present at the Unit Annual meeting.
3. The Officers shall hold offices for two years.
4. Officers shall not serve more than two consecutive terms in the same position.
5. Newly elected Officers shall assume office July 1 following their election.
B. Duties
1. The Officers shall perform the duties traditional to the offices to which they have been elected. The Chair also shall be called the Chair of the Board.
2. The elected Officers of the Board shall have the authority to manage Unit affairs requiring immediate attention arising between regular Board meetings.
C. Standing Committees:
1. The Unit Chair shall appoint the following Standing Committee Chairs: Archives, Rosemary, Education, Festival Hill Garden Coordinator, BISD Sensory Garden Coordinator, Hospitality, Membership, Newsletter-Listserve, Publicity, Web Site, Plant Sale, Special Events, Thyme Well Spent, or any other Committee Chairs, as needed. Additional Standing Chairs or Special Committees may be added to the Board.
2. The Standing Committee Chairs are subject to the approval of the Officers of the Board.
ARTICLE VI: MEMBERS OF THE BOARD
A. The Members of the Board shall consist of the Officers of the Board and the Committee Chairs. The retiring Unit Chairman shall automatically be entitled to serve as a Member of the Board for the first two fiscal years after his or her retirement.
B. The Members of the Board shall have full power and authority to manage the affairs of the Unit in the usual course of business.
C. A majority of the Members of the Board shall constitute a quorum for the transaction of any business.
ARTICLE VII: MEETINGS
A. Regular Unit Meetings shall be held at least three times a year at the discretion of the Officers of the Board, with monthly meetings held as prescribed by the Members of the Board.
B. Under extraordinary circumstances, as deemed necessary by the Board, meetings may be conducted by electronic or other virtual means, where dialogue can take place.
C. Twenty percent of the Active members shall constitute a quorum at any Unit Meeting.
D. The Annual Meeting, which may be one of the regular meetings, shall be held between April 1 and July 1 of each year.
E. Special Unit meetings may be held at the call of the Chair or at the written request of five Active members sent to the Secretary.
F. Meetings of the Members of the Board shall be held at least once per quarter at the call of the Chair. Other meetings of the Members of the Board shall be held upon written notice by any five Members of the Board. Ten days’ written notice shall be required for such called meetings of the Members of the Board.
ARTICLE VIII: RULES OF ORDER
The Unit Chair shall preside at all meetings of the Unit and the Board. Meetings shall be conducted in accordance with Robert’s Rules of Order.
ARTICLE IX: INDEMNIFICATION OF OFFICERS/DIRECTORS
The Unit shall defend, indemnify and hold harmless, every authorized agent, Director, Officer, his or her heirs, executors or administrators against liability and against reasonable expenses incurred in connection with any action, suit or proceeding to which such individual(s) shall be made a party by reason of being or having been a Director, Officer or agent of the Unit, but excluding any finally adjudicated willful misconduct. The foregoing right shall be exclusive of any other rights to which such individual may be entitled.
ARTICLE X: AMENDMENTS
Amendments to these Bylaws may be made at any Unit Meeting, provided that the general character of the proposed amendments has been duly set forth in the call to said meeting, two weeks in advance of said meeting, and twenty percent of the Active members are in attendance and two-thirds vote to adopt same.
ARTICLE XI: Dissolution
If the Unit shall be dissolved, the Board of Directors shall distribute the assets in excess of the outstanding debts to one or more organizations which are exempt under Section 501(c)(3) of the Internal Revenue code of 1954.
Updated 12-27-2020
