Member Bylaws

Bylaws of the National Capital Orchid Society

Updated October 18, 2021

ARTICLE I: Name, Purpose, and Objectives

 Section 1.01 Names and Purpose

1. The name of this Society shall be: National Capital Orchid Society, hereafter referred to in this document as “NCOS”. The NCOS is incorporated in the District of Columbia.
2. This document shall be reviewed for currency every 4 years or sooner if the Society’s business practices
3. The purpose of the NCOS shall be to: bring together persons interested in orchids; provide information on the cultivation, propagation, conservation, and other aspects of knowledge about the orchid plant family; to promote interest in orchids through lectures, exhibits, shows, auctions, and publications; encourage among the membership interchange of experience, plant material, and

Section 1.02 Non-Profit Organizations

1. The Society shall be operated for educational purposes related to the study of
2. The Society shall not carry on any propaganda or otherwise attempt to influence
3. The Society shall not participate in or intervene in any political campaign on behalf of any candidate for public office, or publish or distribute statements in connection with such political
4. The Society shall at no time conduct or participate in any activity whatsoever which a non-profit organization is not permitted to carry out under the provision of Section 501(c) (3)of the Internal Revenue Code then in
5. The NCOS shall appoint a Resident Agent who is an NCOS member residing in the District of The Resident Agent is to receive at his or her home address, the official mailings from the District of Columbia with regard to tax filings and legal notices. The mailings shall be forwarded to the Treasurer.

Section 1.03 Affiliations

1. American Orchid Society,
   1. This Society shall be affiliated with the American Orchid Society, Inc. (hereafter referred to in this document as “AOS”) and shall cooperate in the promotion of the study and growing of orchids. The President, with the approval of the Board, shall appoint a member of the society to act as representative to the
   2. The National Capital Orchid Society, while holding an appointment from the AOS as the sponsoring society of the National Capital Judging Center, will be responsible for providing the financial and administrative support needs of the judging

Section 1.04. The NCOS non-discrimination policy:

1. a) In the course of its operations, NCOS is open to all, regardless of race, color, national origin, sex, religion, age, disability, political beliefs, sexual orientation, or marital or family Members or officers who violate this policy are subject to removal by board action and stricken from the membership rolls.

ARTICLE II: Membership and Dues

Section 2.01 Types of Membership

Any person interested in orchids shall be eligible for Membership shall be granted to any eligible person filling out an application for membership together with the payment of :

1. Individual Member– A single member in good standing is defined as one whose financial obligations to NCOS are paid in a timely manner. All members in good standing have voting rights on matters presented at a member
2. Household Member- 2 or more persons from the same residence in good standing have voting rights on matters presented at a member
3. Life Member- Recommendations for an individual Life Membership must be submitted by a member in good This must be in writing and submitted to the Secretary for board action in an executive session. The letter must contain the name, address, and a brief history of the member’s contributions and participation in the work of the Society. The President will announce the nominee’s Life Membership status appointment with voting rights at the next member meeting and in its precursor newsletter. The surviving spouse of a Life Member will not be required to meet yearly dues obligations.
4. Corresponding Member – Orchid enthusiasts living more than 200 miles outside the Washington Metropolitan area and members’ who are chronically ill may be nominated to Corresponding Membership in the NCOS. Corresponding Members will receive those benefits of membership in the Society that can be transmitted without cost to the Society, including monthly newsletters sent as email attachments, but will not have voting rights and will not pay dues. Nominations for Corresponding Membership may be submitted to the Secretary at any time by any member of the Society in good standing. The President shall announce the appointment of the Corresponding Member at the next regular meeting of the Society.
5. Honorary Member– A status akin to the Corresponding member but bestowed upon a nonmember for exceptional service to the Society’s

Section 2.02 Dues

1. The annual dues of the Society shall be on a calendar year basis. The renewal period soliciting dues for the current year membership will begin in October and conclude on December Dues shall be construed as delinquent if not paid on or before January
2. Delinquent members will be removed from the membership directory on February
3. They may be reinstated any time during the renewal year upon payment of the full amount of the current year’s dues. Dues shall not be required of Honorary, Life, or Corresponding members.
4. The Board shall review the dues annually with respect to their sufficiency to defray the cost of running the These changes will take effect at the next dues renewal cycle. Any changes in dues recommended by the Board shall be furnished by digital notification to all members of the Society for their consideration, at least 14 days prior to the next scheduled members meeting.

Section 2.03 Membership Roster

1. a) The Society shall furnish to each of its members, a digital Directory current as of the close of business of the preceding year, showing the name, address, telephone number(s) and email address of every member of the An unpublished list of those members who request that their data not be published will be maintained in the historic files.

ARTICLE III: Board, Officers, and Committees

Section 3.01 Description of the Board

1. It will be the duty of the Board to administer the affairs of the Society in accordance with the provisions of the Bylaws as maybe adopted by the Society’s Officers (hereafter referred to as the Board) shall consist of those nominated and elected Officers of the It will be the duty of the Board to administer the affairs of the Society in accordance with the provisions of the Bylaws as adopted by the Society’s membership. An elected officer who misses three of the regularly scheduled Board meetings within a calendar year without the President’s prior approval shall be deemed to have vacated that office. The immediate past president will serve as a member of the Board in an ex officio capacity.
2. Chairpersons of the Standing Committees will be nominated by the President and their appointments made with approval of a majority of the These appointments will be announced at the next membership meeting, and a notice published in the current issue of the newsletter.

Section 3.02 Officers

1. The Officers of the Society shall be a President, a Vice President, a Director at Large, a Secretary and a Treasurer. The election of officers shall be held at the annual business meeting in The Officers shall be elected for 2-year terms. The Treasurer may serve two consecutive terms and then must vacate that office.
2. The President shall have general supervision over the conduct and affairs of the Society. The President shall preside at scheduled membership meetings of the Society and of the Board. The President shall ensure that the organization’s activities comply with the Bylaws. The President shall nominate, for board approval, the appointment of Chairperson(s) of all committees and the Society’s representative to the AOS.
3. Vice President. In the temporary absence of the President, the Vice President shall assume all duties of the This person will occupy the office of the President if that position is vacated. If unwilling to serve, an ad hoc committee consisting of the remaining board members and the appointed Committee Chairs will elect a replacement. The membership will receive digital notification and validate the election at the next membership meeting.
4. Director at The Director at Large will assist the President in managing the affairs of the Society.
5. The Secretary shall handle all correspondence of the Society, pertaining to maintaining records, minutes of all meetings, and a report to the American Orchid Society, Inc. with the names and addresses of newly elected Officers following their election to these positions.
6. The Treasurer shall be responsible for the financial records of the Society. The Treasurer is responsible for the collection and deposit of all monies received and will issue and sign all checks in payment of disbursements approved in the current year budget approved by the Board. The Treasurer shall maintain financial records and will regularly furnish reports on the financial condition of the Society to the Board. The Treasurer will prepare a budget and present it for approval at the first Board Meeting of the calendar year. This approved budget will be presented, as a matter of information only, to the membership at its January meeting.
7. Holding Multiple In times of unexpected vacancies officers may temporarily hold a second office while this vacancy is filled.

Section 3.03 Election of Officers

1. The Nominating Committee shall propose and accept nominations from members willing to serve for election to the various elected positions of The President will review the Committee’s nominations and place them before the membership at the November meeting. The actual vote to elect will be taken at the December meeting.
2. Election of officers shall be a voice ballot or by a show of hands if the presiding officer cannot determine whether a majority is received by voice vote. No vote of a member shall be made by
3. In the event the office of President becomes vacant, the Vice President will assume these duties and fulfill the remaining term of the vacated This period of service will be excluded from the requirement that limits the term of the elected President for a 2-year period.
4. In the event that an elected office becomes vacant, the President shall appoint a member to fill the vacancy, with the approval of the This appointment will be reported to, and validated by, member vote at the next regularly scheduled membership meeting.

Section 3.04 Committees

1. Standing Committees. The chairs of standing committees are nominated by the President, approved by a majority vote of the board, and serve at the pleasure of the Elected Officers, and standing committee chairpersons are expected to develop team members who will form a pool of candidates for leadership roles within the Society.
2. Executive The President shall nominate for Board approval a standing committee of elected officers, who can act on important decisions that need to be made in between scheduled Board meetings. A summary of these actions will be reported to the full Board at its next scheduled meeting.
3. Program The Program Committee shall arrange suitable and interesting programs for the regular meetings of the Society.
4. Annual Orchid Show The Annual Orchid Show Committee shall arrange and hold an annual show. The Chair of the committee may, if adverse conditions prevail, and with the approval of the Board, cancel the show in any year. The orchid show may be held jointly with another society.
5. Exhibition Table The Exhibition Table Committee shall provide tables for members to exhibit their plants at each regular meeting and prepare rules and regulations for the exhibition and judging of such plants.
6. Information Technology The Information Technology Committee shall keep

abreast of business IT developments and introduce them into the society’s operations, and maintain the Society web presence as well as feeds into social media.

1. Auction Committee. The Auction Committee shall arrange and conduct the Annual Auction and other fundraising
2. Paph Forum Committee. The Paph Forum Committee shall arrange and conduct an annual Paphiopedilum Forum devoted to the propagation, culture, and exhibition of slipper
3. Finance The Finance Committee will consist of at least three non-elected members who will oversee the society’s financial affairs and ensure that the recurring business reports are submitted as required. This committee will serve as the internal audit team and will conduct audits biennially and at the departure of the Treasurer. The Finance Committee will develop guidelines for the annual operating budget of the Society.
4. Communications The Communications Committee is responsible for all communications with the Society’s membership. The internal responsibilities include the administration of the membership acquisition and retention program(s), publication of the digital membership roster, and publication of the membership newsletter.
5. Picnic Committee. The Picnic Committee will organize and arrange the Annual Picnic and its associated activities and will report to the Board at its next scheduled meeting on the outcome of that year’s
6. Special Committees. The President may appoint such committees as may be required for a specific period of time necessary to meet goals, special events, and objectives of the
7. The Nominating The Nominating Committee shall be appointed biennially, preferably 6 months in advance of the scheduled election, by the President. This Committee shall present their recommendations to the President and Board prior to the November meeting of their nominations for the Offices of President, Vice President, Director at Large, Secretary, and Treasurer of the Society. The President shall announce the slate of candidates at the regular November meeting that precedes the annual business meeting in December at which officers are elected. If the November meeting is canceled these notices will be provided digitally to the membership.
8. The Huntington Award Advisory The Huntington Award Advisory Committee shall be perpetually manned by the most recent three immediate past presidents remaining in the greater Washington metropolitan area. If this quorum falls below three, the President will appoint an additional committee member to serve until the end of the current president’s term.
9. The Huntington Service Recognition Award, created to memorialize the lifelong dedication and service of Merritt Huntington to the National Capital Orchid Society, will be conferred on a member of the NCOS for outstanding service. Recommendations, with a written justification, shall be sought annually. It shall be the responsibility of the Committee to review recommendations received from the Society members for the Huntington Award. This award may not be given if the nominations are determined to be inadequate. The Committee shall report to the Board, at its November meeting, on their recommendations and provide a narrative description for the recognition certificate of the candidate’s accomplishments.

ARTICLE IV: Meetings and Quorum

1. For the transaction of business, a simple majority of regular members in good standing at the meeting shall constitute a quorum at any regular business meeting of the
2. At a meeting of the Board, a quorum shall consist of a majority of the elected Board for the transaction of business. If this majority lacks an internal quorum of three elected members, Committee reports will be provisionally accepted until the minutes are reviewed and approved at subsequent full quorum board meetings.

Section 4.01 Meetings

1. a) The Society shall operate on a calendar year basis, January 1 to December A Society meeting shall be scheduled for every month except during the months of July and August. Changes to this schedule, including cancellations due to weather or other factors, may be approved by the board and, where possible, published in advance in the monthly Newsletter. In the event that the biannual business meeting held in December is canceled, the election agenda item will be moved to the next scheduled membership meeting. The members of the incumbent board will continue to serve in office until the election is held. Any special meeting of the Society may be called by the Board at any time. At least 14 days’ notice of all society meetings shall be given to the members.

Section 4.02 Board Meetings

1. The board shall meet every other month beginning with the month of January except for the month of All board meetings shall be open to the members of the Society to attend except when certain matters before the Board need to be handled in a closed session. At least 14 days’ notice of all board meetings shall be given to the members.
2. Board meetings will be conducted in-person, virtually, or as a hybrid of these two In the event that the Board must make decisions via email exchange, only unanimous votes are acceptable for decisions that impact Society business. All elected board members and committee chairs will be addressees. Minutes will be kept and coordinated with the elected board members in attendance for content and accuracy. These will be formally approved at the next board meeting.

Section 4.03 Conduct of Business

1. a) The presiding officer will conduct an orderly meeting that permits all points of view to be heard prior to In the event of an impasse not resolved by reference to the Bylaws, the meeting shall continue using Roberts Rules of Order. The agenda of a business meeting of the Society may be changed at the discretion of the presiding officer.

ARTICLE V: Finance and Budget

Section 5.01

1. a) Should the Society be dissolved at any time, its assets and all income accrued thereon, after payment of liabilities and liquidation of its physical property, shall be distributed to the successor Society who will hold the appointment from the AOS as the sponsoring society of the National Capital Judging

Section 5.02 Trust Funds

1. a) Funds provided to the Society for special or general-purpose use [maintained in the Society’s financial records] shall be invested inappropriate interest-paying investments and administered by the

Section 5.03

1. a) Any proposed changes in dues assessment must be furnished to the general membership by digital notification at least 14 days prior to the next scheduled members

ARTICLE VI: Amendments and Repeal 

Section 6.01 Amendments

1. a) Any proposed amendment to these Bylaws shall be signed by three (3) or more members and submitted to the Secretary at least 21 days before a scheduled meeting of the Society. The secretary shall furnish a copy of the proposed amendment to all members of the Society 14 days prior to a meeting at which it shall be introduced for discussion and vote.

Section 6.02 Repeal

1. a) These Bylaws may be amended or repealed by an affirmative vote of two-thirds of the members present at any meeting that is duly pursuant to a notice specifying the nature of the changes to be considered.

Bylaws approved at NCOS Members Meeting, October 18, 2021