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Article IV - Meeting of Membership Article V - Board of Directors Article VI - Officers and Their Duties Article VII - The Executive Director Article XI - Financial Management Article
XII - Bylaw Changes Section 101. The name of this society shall be the "Professional Grounds Management Society," hereinafter referred to as PGMS. Although no longer referred thereto, it is the successor the "The National Association of Gardeners." Section 102. The purpose of PGMS is to unite professional grounds managers and those interested in or providing service to the grounds management industry, to promote the dissemination of educational materials and reliable information pertinent to the execution of grounds management functions, and to assist in attaining and maintaining a high standard of business ethics. Article II Membership Section 201. Eligibility - any person, firm, or organization who qualifies under one of the classes of membership set out below is eligible for membership in PGMS. Applications for membership shall be filed with the Executive Director in writing, accompanied by one year's dues applicable to the class of membership desired, and the endorsement of PGMS Executive Committee, the applicable Branch Executive Committee, or the Executive Director. Application shall be acted upon and membership privileges extended upon the fulfillment of the above. Section 202. Any membership applicant having been rejected for membership shall be eligible to reapply one year from date of the last official action on his original application. Section 203. A.) Termination of Membership - Any member, director, or officer may be expelled from PGMS and his membership forfeited for violation by the Bylaws or for performance of any acts detrimental to the best interest of PGMS upon the recommendation of the Membership Committee and by 3/4 (three/fourths) majority vote of the Board of Directors through secret ballot. B.) Any members of PGMS may resign in good standing upon satisfaction of any indebtedness of PGMS or affiliate branch of which he may be a member. Refund of prorated dues is prohibited. C.) Reinstatement of membership may be authorized by 3/4 (three/fourths) majority vote of the Board of Directors upon satisfaction that he causes for removal have been rectified. Section 204. Membership types and eligibility requirements. A.) Active memberships shall consist of members who secure their primary source of income from grounds management. Examples of, but not limited to, are:
B.) Sustaining memberships shall consist of those individuals, corporations, foundations, or institutions with an expressed interest in horticulture and the perpetuation of grounds management, but unable to fulfill those requirements of active membership. C.) Company/Sustaining memberships for commercial organizations wishing to work more closely with PGMS. D.) Emeritus memberships shall consist of those members who, upon reaching the age of 65 (sixty-five), have completed is at least 15 (fifteen) consecutive years of membership and apply in writing to the national headquarters to be granted Emeritus status. Emeritus status shall be effective upon receipt of said application and endorsement of the Membership Committee. E.) Honorary memberships shall consist of those individuals who, having displayed exemplary service to the profession and this association, are nominated for this membership distinction by the Board of Directors, reviewed by the Membership Committee, and approved by unanimous vote of Board of Directors. Honorary memberships carry all the rights and privileges of Active memberships. F.) Student memberships shall consist of those individuals currently enrolled in college, universities trade schools, or other institutions recognized by PGMS and said curriculum verified by a duly authorized instructor or agent of said initiation. G.) Life memberships consist of those individuals having attained this membership status prior to January 1, 1973. Existing Life members shall remain in accordance with termination of membership as provided for in this document. H..) Affiliate member - employee of Active member, company, or agency within a local geographic boundary. Active companies or agencies may not endorse more than 4 (four) Affiliate members. Section 205. Rights of Membership A.) Active members shall have voting rights on all issues brought before PGMS membership that require a ballot vote of the entire memberships. Active members are eligible to serve within the legislative bodies of PGMS, provided they fulfill those requirements as set out in the definition of those legislative titles. B.) Sustaining members may participate in discussions pertinent to PGMS, perform committee functions as appointed by the President, but shall not be entitled to vote. C.) Honorary members shall be entitled to all the rights and privileges of Active members. D.) Student members shall retain all the rights and privileges of a Sustaining members. E.) Emeritus members shall retain all the rights and privileges of an Active member. Section 206. Branch membership Any member at large in good standing with national office shall be eligible for membership and those accompanying rights of a branch if such branch is located in his geographical area and subject to the rules and regulations of said branch, as long as they do not conflict with the Bylaws of PGMS. Section 301. The annual dues amount for all classes of membership shall be determined by 2/3 (two/thirds) majority vote of the Board of Directors. The burden of responsibility for justification of dues shall lie with the Board of Directors, the Board of Directors, at their discretion, shall have the power to reduce or waive dues in the event of hardship cases with a 2/3 majority vote.
Section 401. The membership meeting shall occur annually at a conference for the purpose of electing Officers and Directors and the transaction of those business affairs before the membership. Location of the annual conference shall rotate annually as designated by the Board of Directors and shall include educational programs for the benefit of the membership. Section 402. Written or printed notice stating the place, day and hour of the annual meeting shall be delivered either personally or by mail to each voting members of PGMS not less than 30 (thirty) days prior to the date of such annual meeting. Section 403. A special meeting of PGMS may be called by the Board of Directors or by petition of 100 (one hundred) members of PGMS. The only business that may be transacted at this meeting is that for which the meeting has been called. Section 404. Sustaining members and Student members shall receive notice of the annual meeting and are encouraged to participate; however, they shall have no voting authority. Section 405. A minimum of 50 (fifty) Active, Emeritus, or Honorary members present at the annual conference shall constitute a quorum thereby enabling PGMS to execute those necessary elections and transactions. A quorum for the transaction of any business at any Regular or Special Meeting of the Society shall be deemed those present and voting provided proper notice shall have been given. Section 406. The business affairs of the Professional Grounds Management Society are run according to Robert's Rules of Order, newly revised. As such, these rules of conduct govern all the formal business of the Society, including the Annual Business Meeting, Board of Directors Meetings, and all other regular or called business meetings. Section 501. The members of the Board of Directors shall be the President, President-Elect, Vice President, Treasurer and the Immediate Past President of the Society, as well as the six Regional and three At-Large Directors as elected by the members of the Society. Section 502. Non-voting members of the Board shall be the Executive Director of this Society as well as the presidents of the various local branches of the Society who shall be invited to attend any and all meetings of the Board of Directors. Section 503. The Board of Directors shall be the policy making body for this Society, and it shall direct the President to initiate such steps as may be necessary for the good and welfare of the Association. Its members shall be directly responsible for the activities of the committees and actions of Society. The Board shall act in an advisory capacity to the President in the appointment of committee chairmen, and it shall approve or disapprove all committee appointments. These shall be at least two (2) meetings of the Board of Directors each year. Additional meetings of the Board of Directors may be held, if called by the President and endorsed by 2/3 (two/thirds) vote of the Board of Directors. A majority of the voting members of the Board shall constitute a quorum for the transaction of business at these meetings. Section 504 The Directors shall serve overlapping three (3) year terms of office. Two (2) regional directors shall be elected each year by mail ballot within their respective two regions. Section 507 The Directors shall attend all Board meetings. Any director who is absent from 2 (two) consecutive Board meetings without valid reason shall be removed from office. Section 506 There shall be an Executive Committee of the Board. It shall consist of the elected officers of the Society, the Immediate Past President and the Executive Director (non-voting). The President shall serve as chairman Section 507 The Executive Committee of the Association shall have the authority to act in the interest of the Society in the interim between regular and special meetings of the Board of Directors provided that such actions are within the scope of authority given it by the policies of the Board and with the understanding that any action are subject to the approval of the Board at its next meeting. Section
508 – Regional Directors – There shall be six geographic
regions into which all members shall be assigned and from which
one director shall be elected for a three-year term. The Regions
of this Society shall be the North East, South East, North Central,
South Central, North West and South West Regions. States and territories
of the United States as well as the Providences of Canada shall
be assigned to the various regions as policy by the Society Board
of Directors. Section
601. The officers of PGMS shall consist of a President, President-Elect,
Vice President and Treasurer. The term of office shall be one year
or until successors are elected. B. Officers may be reelected. However, they may not serve more than two (2) consecutive terms, for exception of the Treasurer. C. Officers shall be nominated from members who have served as Directors on the National Board of Directors. Section 602. The President A. The President shall preside at all meeting of PGMS and its Board of Directors and shall exercise a general power of authority in the execution of the affairs of PGMS. B. The President shall make all committee chairmen appointments. C. The President or his designated agent shall execute all contract documents or agreements for PGMS. D. The President shall nominate to the Board of Directors candidates to fulfill vacated Director positions. E. The President shall appoint election tellers. F. The President shall nominate candidates to the Board for the position of Executive Director. Section 603. President-Elect A. The President-elect shall understudy the President and preside over all affairs of PGMS in the absence or disability of the President B. The President-Elect shall chair the Education Committee in order to facilitate the transfer of organizational knowledge to the Vice President as it relates to the organization and planning of the annual conference Section 604. The Vice President A. The Vice President shall understudy the President-Elect and act as coordinator of the annual conference. A. The Vice President shall chair the conference Committee and work in conjunction with the President-Elect as it relates to the planning and organization of the annual conference educational sessions. Section 605. The Treasurer The Treasurer shall supervise the accounting procedures of the headquarters office and shall report to the Board and the Membership-At-Large at the annual conference a summary of the financial affairs of PGMS and a projected annual budget for the next fiscal year.
Section 701. The Executive Director shall preside over the daily affairs of PGMS. A. The Executive Director shall prepare an agenda and keep an accurate record of all meetings of PGMS and/or its Board. The Board meeting agenda shall include a full report of the activities of each standing and appointed committee of PGMS, as provided by the chairpersons. B. The Executive Director shall be the guardian of papers, reports, and seals of PGMS. C. The Executive Director shall collect all fees and dues. The Executive Director shall verify the accuracy of all invoices presented to PGMS, report to the Membership at the annual conference the activities of his position, coordinate all branch activities, serve as the communications base for employment opportunities, coordinate the official publications of PGMS, represent PGMS membership to other related associations and societies, distribute to the chairman of the nominating committee all nominees for officers and directors of PGMS. D. The Executive Director shall be bonded. E. The Executive Director shall perform any other functions or duties as directed by the Board. Section 801. Election of Regional Board of Directors shall be by mail ballot within their region prior to the annual conference. Elections of Officers and Directors-at-Large shall occur at the annual conference. The installation of new Officers and Directors shall occur at the annual conference at which they are elected Section 802. Elections shall be conducted by ballot of the eligible membership in attendance at the annual conference or by absentee ballot available on request from National PGMS office 60 (sixty) days prior to the annual conference and received by the Executive Director seven (7) days prior to the business meeting. Candidates for election shall be published in the official publication, prior to the annual conference. Section 803. Three (3) election tellers appointed by the President shall supervise and attest to the validity of all election results. In cases of a tie, the President may authorize an additional ballot, under the supervision of the election tellers. Election of Officers and At-Large Board of Directors shall be governed by majority vote of those members in attendance. Section 901. PGMS shall retain standing and special committees, the chairman of which shall be appointed by the President. Section 902. The nominating committee shall consist of three (3) immediate past presidents with immediate past president chairing the committee. The Nominating committee shall submit to the Secretary not later than ninety (90) days before the annual meeting of the Society, a slate of candidates for office. The Nominating Committee report shall be circulated to the membership not less than sixty (60) days before the annual meeting. Additional nominations may be made provided that they are made in writing, endorsed by at least ten (10) voting Members in good standing, with the written consent of the nominee and received by the Secretary of the Society not less than thirty (30) days in advance of the annual meeting. The Secretary shall be responsible for seeing that all those members with the privilege of voting are notified of any additional nominations, in writing, immediately. There shall be no nominations from the floor unless an unopposed and announced candidate should withdraw his or her name from consideration. In the event that there is more than one (1) nominee for the same office, the election shall be by secret ballot. When there are more than two (2) candidates for the same office and none receives a majority of the votes of those members present and voting, the candidates receiving the lowest number of votes for that office shall be eliminated and another vote shall be taken until one (1) candidate receives a majority vote, then the President or the President's substitute shall declare the candidate to be duly elected. Section 903. The President and a majority of the Board of Directors shall appoint committees as needed for Specific functions. Section 1001. Official publication: PGMS shall publish its official periodical for distribution to its membership. Section 1002. Branches: Branches may be organized and chartered for the professional development, education and perpetuation of members within the geographic proximity as defined and subject to the policies of the Society's Board of Directors. B.
Shall be granted a written charter, for being in good standing with
the Society. This charter is to be renewable annually (January)
after meeting and maintaining the following criteria: 2) Shall maintain no fewer than eight (8) PGMS members. All members of the Branches shall be members of PGMS as described in Article II. 3) Shall meet at least two (2) times annually for the purpose of electing officers and conducting the financial affairs of the branch. 4) Shall provide an alphabetized roster of officers and members to the Executive Director annually (January) with indications of national and branch membership. 5) Shall use the "PGMS" logo and name in accordance with the parameters set forth by the national organization. Shall enforce its proper use among branch members, at all times. Any inappropriate uses are to be reported to the Executive Director for follow-up. 6) Shall not perform any actions in conflict with PGMS or its By-Laws. C. Shall be encouraged to send notices of meetings and copies of all newsletters to the PGMS headquarters and to other established branches.
Section 1101. PGMS may collect gifts, bequests, and other sources of income made for the accomplishment of its perpetuation. Section 1102. PGMS shall at no times engage in deficit spending. Annual reserve funds shall be placed in savings and may only be appropriated by a 2/3 (two/thirds) majority vote of the Board of Directors. Section 1103. PGMS shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its meetings and meetings of the Board of Directors. PGMS shall keep at the registered principal office a record giving the names and addresses of the members entitled to vote. All books and records of the society may be inspected by any member or its agent or attorney for any purpose, at any reasonable time, upon written request. Section 1104. Liquidation: Should PGMS dissolve, said liquidation and application of any treasury funds shall be given to the American Horticultural Therapy Association. Section
1201. These By-Laws may be amended at any annual meeting of the
society by a 2/3 (two/thirds) vote, providing that notice has been
sent to each member in the official publication at least 90 (ninety)
days prior to the meeting.
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PGMS
Constitution and Bylaws
