Santa Clara Valley Chapter
California Native Plant Society
Updated & Approved by Board
August 8, 2019
Approved at Annual Meeting
November 9, 2019
ARTICLE I ORGANIZATION
Section 1 Name
The name of the organization shall be the Santa Clara Valley Chapter of the California Native Plant Society (CNPS).
Section 2 Fiscal Year
The Chapter operates on a calendar year – January 1 through December 31.
ARTICLE II PURPOSE
Section 1 Purpose
This document, Chapter Guidelines, applies to the Santa Clara Valley Chapter of the California Native Plant Society, referred to below as the Chapter, and is for the purpose of regulating the Chapter’s affairs. The Chapter is a unit of the California Native Plant Society, 2702 K Street, Suite 1, Sacramento, California, and is an integrated part of the Society’s federated governance structure.
These guidelines and all Chapter activities are to be compatible with the Society’s articles of incorporation and bylaws.
ARTICLE III MEMBERS
Section 1 Chapter Membership
Any Person, Family or Group interested in California native plants is eligible for membership in the Chapter. Membership in the California Native Plant Society is a requirement for membership in the Chapter.
Section 2 Right of Chapter Members to Vote
Each adult in a Family membership shall be entitled to one vote on any question requiring a vote of the Chapter membership.
Any Group having a single membership shall have one vote. The official voting delegate of this group shall be so designated in writing.
Section 3 Termination of Membership
Nonpayment of dues shall terminate membership.
Membership may not be transferred.
Section 4 Meetings of Members
The members of the Chapter shall hold general meetings at such times and places as they deem suitable, necessary, or convenient to accomplish the purposes of the Chapter. There shall be at least four general meetings annually. The last general meeting held in the fall shall be designated the Annual Business Meeting. Written notification, via the Chapter newsletter, email, postal mail or other appropriate means, shall be sent to each member entitled to vote at that meeting.
Special meetings may also be held for a specific purpose.
All Chapter members shall be notified of any general or special meeting at least one month in advance of the meeting date, via the Chapter newsletter, email, postal mail or other appropriate means.
Members are welcome to attend Board meetings. They are not part of the Board quorum and may not vote at a Board meeting.
ARTICLE IV DUES
Section 1 Chapter Dues
The Chapter may, upon approval by the Chapter membership, assess Chapter dues in the manner and amount to be determined by a vote of the members.
ARTICLE V BOARD OF DIRECTORS
Section 1 Members
The Board of Directors (Board) shall consist of the Executive Committee and at least ten (10) appointed directors (including the Recording Secretary), with the total number of Board directors preferably being an odd number.
Before the Fall elections, the Nominating Committee shall contact all Committee Chairs, and Individual Contributors to determine if they want to continue in their current position or serve in another position for the following year. Those continuing in a position and desiring to serve on the Board shall be appointed to the Board by the incoming Executive Committee before the Budget Meeting. The Nominating Committee may propose additional candidates from the Chapter membership for the Board. These additional candidates shall be subject to Board approval. At the first Board meeting of the new year the new Executive Committee shall formally ratify its Board appointments for the year.
During the year, if there are vacancies, the Board may appoint additional directors.
All Board directors must be Chapter members.
Elected officers and directors can be removed from the Board by the Chapter membership at a special meeting.
Appointed directors can be removed from the Board by a 2/3rd majority vote at a Board meeting.
Section 2 Duties
The Board shall have the general power to administer the affairs of the Chapter between Annual Business Meetings and shall report its actions to the Chapter.
The Recording Secretary shall keep and publish minutes of all business meetings of the Board and the Annual Business Meeting, and shall perform such other duties as are prescribed by the Board or the President.
Board directors are expected to regularly attend the monthly Board meetings. If a director is unable to attend, the director shall contact the Executive Committee in advance, advising of his/her absence. Multiple unexcused absences may result in removal from the Board.
Board directors are expected to provide reports as related to their position or assignments. These reports should be sent to the full Board in advance of a Board meeting. All Board directors are expected to read advance materials before meetings.
In the event of a dispute within the Chapter, the Board shall handle such disputes pursuant to the Chapter’s established policy for resolving conflicts.
Section 3 Quorum
A quorum of the Board shall consist of 50% of its directors. A person who holds multiple Board positions, such as an officer who holds two elected positions, for example, a President who is also the Chapter Council Delegate, is counted once toward the quorum and has only a single vote in Board decisions.
Section 4 Executive Committee
Five members of the board, consisting of the President, Vice President, Past President, Chapter Council Delegate and Treasurer shall function as the Executive Committee. If any of the positions are open or if more than one position is held by the same person, the Board will appoint as many directors as needed from the current board to maintain a five member Committee., conducting business necessary to facilitate the activities of the Chapter. The Executive Committee receives its authority from the Board and its actions are subject to review by the Board.
The Executive Committee may make decisions between Board meetings when there is a timely issue that requires immediate action. In such instances the Executive Committee shall notify the Board, in a timely manner, by email or other appropriate means of their action and request approval at the next Board meeting.
Section 5 Term
The Term for all Board positions shall be from January 1 to December 31 following the election.
Section 6 CNPS Fellows
Chapter members who are CNPS fellows shall be eligible to vote at any Board meeting. Their presence or absence is not included in the quorum calculations.
ARTICLE VI ELECTIONS
Section 1 Officers
The elected officers of the Chapter shall be President, Vice President, Past President, Treasurer and Chapter Council Delegate.
Section 2 Election of Officers
Nomination of officers shall be by a Nominating Committee appointed by the Board. The Nominating Committee shall solicit input from the Chapter membership regarding potential candidates for the elected positions. Chapter members shall be notified by Chapter newsletter, email, postal mail or other appropriate means of the slate of officers to be nominated. Nominations may also be made from the floor provided written consent has been obtained from the nominee. The election shall be held at the Annual Business Meeting. Officers shall serve for a term of one year and can be re-elected.
Section 3 Duties of the President
The President shall preside at all meetings of the members and of the Board, shall have general supervision of the affairs of the Chapter, the Board, and the Executive Committee, shall serve as an ex officio member of all committees, and shall perform all such other duties as are incident to the office.
Section 4 Duties of the Vice President
The Vice President shall exercise the functions of the President during the absence or disability of the President, shall serve as an ex officio member of all committees, and shall have such powers and discharge such duties as are prescribed by the Board or the President.
Section 5 Duties of the Treasurer
The Treasurer shall keep and maintain adequate and correct accounts of the financial transactions of the Chapter, including its assets, liabilities, receipts, and disbursements. The Treasurer shall deposit all moneys and other valuables in the name of and to the credit of the Chapter with such depositories as may be designated by the Board.
The Treasurer shall disburse the funds of the Chapter as may be ordered by the Board, shall render to the Board whenever it requests, an account of all of the transactions as Treasurer and of the financial condition of the Chapter, and shall have such other powers and perform such other duties as may be prescribed by the Board or the President.
Section 6 Duties of the Chapter Council Delegate
The Chapter Council Delegate shall regularly attend Chapter Council meetings, represent the Chapter at such meetings, and report back to the Board. The Chapter Council Delegate shall advise the Board on State policy, programs, etc. as needed or requested.
Section 7 Vacancies
A vacancy in any office may be filled by a majority vote at a meeting of the Board. An officer thus elected to fill any vacancy shall hold office for the unexpired predecessor's term.
Section 8 Records
Each officer shall upon the expiration of the term of office and the election and qualification of a successor deliver to the successor the records of the office.
Section 9 Duties of the Past President
The Past President shall participate on the Executive Committee and discharge such duties as are prescribed by the Board or the President.
ARTICLE VII COMMITTEES AND OTHER POSITIONS
Section 1 Committees and other Positions
The Board shall establish standing or temporary committees as well as other positions as needed to accomplish the goals of the Chapter for tasks such as conservation, field trips, membership, plant sales, garden tour, programs, outreach, and publicity. Some positions are not associated with a committee, but fulfill essential work for the Chapter as Individual Contributors. These positions may include responsibilities such as Newsletter Editor, Hospitality, Nursery Manager or Outreach Coordinator.
Chapter members interested in being a Committee Chair or Individual Contributor may contact the President or Leadership Development Committee Chair.
All positions obtain direction from the Board and report activities to the Board. These reports should be sent to the full Board in advance of a Board meeting.
Chairs and Individual Contributors are eligible, but not required, to serve on the Board. A Chair or Individual Contributor who is not a member of the Board may vote on any Board motion that directly relates to their committee or area of responsibility.
Meetings of committees are open to all Chapter members unless sensitive information is being discussed.
Section 2 Committee Chairs and Individual Contributors
The Board shall appoint the Chairs of each committee and the Individual Contributors. Committee Chairs shall facilitate the activities of the committee. Individual Contributors shall perform the duties corresponding to their specialty area.
Section 3 Closed Committees
Closed committees are standing committees which deal with restricted information such as leadership recruitment, volunteer recognition and preparation of the officer slate. Additional responsibilities as requested by the Board, such as fund raising and grant administration may also be assigned to these committees. Members of closed committees are appointed by the Board. Closed committee meetings are not open to the general membership. There are currently two closed committees: Leadership Development Committee and Nominating Committee.
Section 4 Duties of Current Closed Committees
The Nominating Committee manages the Chapter elections. It recruits and prepares the candidate slate for the annual election, and is responsible for publication of the slate in advance of the election.
Leadership Development Committee
The Leadership Development Committee is responsible for volunteer recognition, leadership recruitment and facilitation of job descriptions for Committees and other Chapter positions. It may take on the responsibilities of the Nominating committee if approved by the Board.
Section 5 Procedures
Each committee may establish its own procedures, provided that they are consistent with the bylaws of the parent society and with the Guidelines, policies and practices of this Chapter.
All members are expected to participate civilly in committee activities and to communicate respectfully in all committee discussions. If a conflict arises that cannot be quickly or easily resolved within a committee, the Committee Chair shall notify the Board or Executive Committee, in a timely manner, of the conflict.
Section 6 Terms
All positions (Chairs and Individual Contributors) shall be renewed on an annual basis at the beginning of the fiscal year. The Board may disband a standing or temporary committee by 2/3rd majority vote at a Board meeting. Chairpersons and/or members may be removed from a committee by 2/3rd majority vote at a Board meeting.
ARTICLE VIII LIMITATION OF AUTHORITY
Section 1 Limitation of Authority
No Officer, Committee Chairperson, or member shall have the power to act for or bind the Chapter in any manner without the express authorization of the Executive Board. Any legal obligation, such as a contract, shall be reviewed by appropriate state CNPS staff.
ARTICLE IX GUIDELINES
Section 1 Effects of Guidelines
These new guidelines replace the Chapter’s previous bylaws and all amendments.
Section 2 Amendments
New guidelines may be adopted or these guidelines may be amended or repealed by the affirmative vote of two-thirds (2/3) of the members present at a regular meeting or a special meeting called for such a purpose. A copy of the proposed changes shall be included in the notice of the meeting.
Board of Directors: The Chapter’s Board of Directors (Board) as defined in Article V.
Executive Committee: The primary committee responsible for Chapter governance as defined in Section 4 of Article V.
Standing Committee: A committee that carries out regular, on-going functions.
Temporary Committee: A committee that carries out a short-term function. An expiration date for the committee is set at the time it is established.
Chapter member: a CNPS member associated with or assigned to this Chapter in accordance with CNPS bylaws.