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Article I – Name
* The name of this organization shall be the St. Louis Hosta Society.


Article II – Purpose
* This society is organized exclusively as a non-profit educational society to promote knowledge of and interest in the genus hosta, to encourage the development of new and improved varieties, and to promote its cultivation and usefulness in the landscape.


Article III – Membership
* Membership is open to any person who wishes to support the purpose of the society as stated in Article II.


Article IV – Dues
* Annual dues shall be payable at the beginning of the society year in February. Effective January 1, 2001: The dues shall be $7.00 annually or $18.00/for three years for any individual or family.


Article V – Meetings
* The annual Board meeting shall be held in November. Effective January 1, 2001: Six regular meetings shall be held throughout the year. The President may call special meetings. One third of the total membership or ten members, which ever is less, shall constitute a quorum.


Article VI – Elected Officers
* The elected officers shall be a president, a vice-president, a secretary, and a treasurer.
* Each officer shall be elected for two years and may be reelected for succeeding terms.
* Elected officers shall begin their terms on January 1.
* The nominating committee shall present a slate of officers at the regular September meeting. Additional nominations may be made from the floor. Elections shall be held at the regular September meeting and by a majority of the members present and voting.
* Vacancies in elected office, other than the President, shall be filled by appointments by the President with the approval of the Board. If the office of the President becomes vacant, the Board shall appoint a member of the society to that office. The outgoing President shall be an ex-officio member of the Board for two years.


Article VII – Duties of Elected Officers
* The President shall preside at all meetings of the society and of the Board. He/She shall appoint all committee chairpersons and shall be an ex-officio member of all committees except the nominating committee.
* The Vice-President shall in the absence of the President, perform the duties of the President and serve on the program committee.
* The Secretary shall record the activities of the meetings of the society and of the Board and shall send copies of the minutes to the members of the Board. He/She shall attend to the general correspondence of the society as directed by the President.
* The Treasurer shall receive the membership dues, have charge of all society funds, and pay all accounts. He/She shall maintain a current membership list and shall be chairperson of the Membership committee. He/She shall make an annual report of all receipts and expenditures.


Article VIII – The Executive Board
* The elected officers plus the newsletter editor and the program and hospitality chairpersons shall constitute the Executive Board.
* The Executive Board shall meet at the call of the President.
* The Executive Board shall be empowered and directly instructed to fill any vacancy occurring in its body, within 30 (thirty) days. The Board shall have general supervision of the affairs of the society. Between meetings it cannot
modify any action taken by the society.


Article IX – Committees
* The standing committees shall be: Program, Hospitality, Membership, and Nominating.
* The Nominating Committee shall consist of six members, three appointed by the President, and three from general membership. All other committees shall be comprised of as many members as the President deems necessary.
* The Program committee shall have the year’s programs arranged by November 30th of the prior year.
* The President may appoint special Committees as the need arises.


Article X – Parliamentary Authority
* Robert’s Rules of Order, newly revised, shall govern this organization in all cases not covered by the by-laws or special rules of the society.


Article XI – Dissolution of the Corporation
* The St. Louis Hosta Society may be dissolved in accordance with the procedure prescribed in Missouri Nonprofit Corporation Act, Chapter 355 of the Revised Statues of Missouri, as amended (the “Act”). At any time when the dissolution of the Society is authorized, the Board of Directors then holding office shall distribute the assets of the Society remaining after the payment, satisfaction and discharge, or adequate provision therefore, of all liabilities and obligations of the Society, to another non-profit organization.


Article XII – Amendments
* These by-laws may be amended by a two-thirds vote of the membership present at regular meeting, notice of the proposed amendment having been given in writing at the previous regular meeting .


Article XIII – Adoption
*These Amended Bylaws shall become effective immediately upon their adoption by a vote of the majority of the Members of the St. Louis Hosta Society present at the Society meeting.


Effective September 16, 2007.

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