Article III. Members

Section 1.  The membership of this Council shall consist of the following members:

1. Student members: Any full or part time student enrolled at an accredited university, college, junior  college or high school, who has an interest in the problems of exotic pest plants.
2. Individual members: Any person interested in or involved in exotic pest plant management, research, or management support programs. Individual members are allowed  to vote.
3. Contributing members: Individual members involved who are able to provide additional financial  support to the Council. Contributing members are allowed to vote.
4. Institutional members: Any accredited institution of learning, botanical garden, research institute, corporation, company, association, organization, interest group, partnership, public agency or government body, that joins the Council under their institutional name.  Institutional members are allowed one vote per institution.
5. Lifetime sustaining members: Any individual or institutional members who pay a lifetime sustaining membership fee to the Council.  Lifetime sustaining members are allowed to vote.
6. Honorary members: Individuals and organizations who have provided extraordinary support and assistance towards accomplishing the goals of the Council. Honorary members must be designated by a unanimous vote of the Board of Directors. Honorary members are not allowed to vote.

Section 2.  Any person or institution shall be eligible for membership provided that such prospective member pays the required membership fee, and provides all requested background information necessary to ascertain consistency with the membership categories listed above in Article III, Section 1.

Section 3. Any member desiring to resign from the Council shall not be entitled to a refund of their membership fee.

Section 4.  Members are in good standing provided all required membership fees are paid. Members who are delinquent in fees for more than three months shall be dropped from membership rolls.

Section 5.  A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

Section 6.  Membership fees shall be based on a time frame of one calendar year.

Article IV. Officers

Section 1. The officers of the Council shall be President, Vice President, Secretary, and Treasurer. These officers shall perform the duties prescribed by these Bylaws and by the parliamentary authority adopted by the Council.

Section 2.  A Nominating Committee appointed by the President shall nominate candidates for all positions.  Nominations from the standing membership shall be accepted.  Elections shall be held by vote at the annual meeting, with results announced at the annual meeting.  The candidate for each position receiving the largest vote shall be elected.

Section 3.  All officers shall serve two-year terms of office, which shall begin at the close of the annual meeting following the election.

Article V. Board of Directors

Section 1.  The Board of Directors shall consist of the four (4) officers, the immediate past president, and ten (7) voting members elected at large for a total of twelve(12) Board Members.

Section 2.  The members at large shall be nominated by the Board and ratified by the voting membership at the annual meeting.

Section 3.  Members at large shall serve for two year terms.

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any Director, and (2) whenever the number of authorized Directors is increased. Any Director may resign by giving written notice to the President, the Secretary, or the Board of Directors.

A Director may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.

Vacancies on the Board may be filled by the Board of Directors.  Vacancies so filled must be ratified by the voting membership at the annual meeting.  If the number of Directors then in office is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the Directors then in office or by a sole remaining Director.  A person elected to fill a vacancy on the Board shall hold office until the next election of the Board of Directors or until his orher death, resignation or removal from office.

Section 4.  The Board of Directors is empowered to conduct business of the Council between business meetings. Actions and decisions of the Board of Directors as recorded in the minutes shall be made available to the Council at each business meeting.

Section 5.  A simple majority of the current board members or their proxies constitute a quorum of the Board of Directors.

Section 6.  The Board of Directors shall meet at least two times per year. Between meetings the Board can make decisions by mail or by electronic means.

Section 7.  Special meetings or conferences of the Board may be called by the President and shall be called upon written request of three standing members of the Board. Two weeks prior notice shall be required before all special meetings or conferences.

Section 8.  The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

Section 9.  The Directors of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

Section 10.  Directors who fail to attend 3 consecutive board meetings will be automatically removed from the board.

Article VI. Meeting of the Council

Section 1.  Business meetings shall be scheduled and held at least once annually by the President.

Section 2.  Written notice of business meetings shall be sent to standing members at least 60 days prior to such meetings.

Section 3.  Meeting agenda and format shall be coordinated by the President.

Section 4.  A two-thirds vote of voting members who are present shall be required to allow the introduction of a motion that falls outside the Council's objective as outlined in Article II.

Article VII. Committees

Section 1.  The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of three (3) Board members and may delegate to such committee the powers and authority of the Board in the management of the business and affairs of the corporation, to the extent permitted, and except as may otherwise be provided, by provisions of law.

By a majority vote of its members, the Board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below two (2) the number of members of the Executive Committee, and fill vacancies on the Executive Committee from the members of the Board.  The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.

Section 2.  The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the Board.  The President shall be an ex officio member of all committees.

Article VIII.  Parliamentary Authority

The rules contained in Robert's Rules of Order Newly Revised shall govern the Council in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules or order the Council may adopt.

Article IX. Amendment of Bylaws

The voting members may, at any business meeting of the Council, amend the corporation's Bylaws by a two thirds vote of those present.

Article X. Finances

Section 1.  The collection and accounting of funds shall be the responsibility of the Treasurer.

Section 2.  The Treasurer shall maintain all records of funds collected and dispersed by the Council. Such records shall be available for review by any individual upon adequate notice. Reasonable fees may be charged to reimburse expenses incurred for making copies of documents.A financial report shall be given at the annual business meeting.

Section 3.  The signature of the Treasurer and one other officer shall be required for the disbursement of funds of the Council.

Section 4.  The Board of Directors shall establish a membership fee schedule for each of the membership categories in accordance with the provisions of Article V. The Board may, at its discretion, amend or revise the membership fee schedule from time to time. Membership fees are due annually.