SCMS ByLaws

Bylaws of the Snohomish County Mycological Society
Revised September 2016
Adopted September 2016

ARTICLE I—Name

As stated in Article I of the articles of incorporation, the name of the corporation shall be the Snohomish County Mycological Society, hereinafter referenced as the Society or the SCMS.

ARTICLE II—Object

As stated in Article III of the articles of incorporation, the Society is organized exclusively for educational and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). It has as its purpose and objects the fostering and expanding of the understanding and appreciation of mycology (mushrooms and related fungi).

ARTICLE III—Members

Section 1. Classes of Membership. The society shall have four classes of membership.
A. Individual. Single membership. One newsletter shall be mailed to the address.
B. Household. All individuals residing at the same address. One newsletter shall be mailed to the address.
C.Senior Household. All individuals residing at the same address where one person is 60years of age or older. One newsletter shall be mailed to the address.
D.Life. Honorary membership that is motioned and voted on by the board of trustees. One newsletter shall be mailed to the address.
Section 2. Eligibility for Membership. Memberships shall be open to all interested persons who pay the annual dues. Election to life membership shall be by a majority vote of the board of trustees in recognition of services performed on behalf of the Society.
Section 3. Dues. The board of trustees may determine from time to time the annual dues payable to the Society by members of each class. The term of paid membership shall be from September 1 to August 31. Membership expires on August 31 no matter when dues are paid. Note: Memberships not renewed by prescribed payment shall be dropped from the Society rolls and terminated after the October meeting. A new password will be sent November 1. Life membership shall be for life at no charge. Membership in the Society shall not be assignable or transferable.
Section 4. Rights of Membership. Members present and in good standing at the time of a vote shall be entitled to one vote on each matter submitted to a vote of the members. Only members over age of 18 may cast a vote.
Section 5. Delinquency and Forfeiture. Memberships not renewed by prescribed payment shall be dropped from the Society rolls and terminated day after February meeting. In the event of the termination of any membership for any reason, including death or resignation, no portion of the property or assets of the Society shall pass to persons holding such membership or to the estate of the deceased person holding a membership, nor shall the holder of such membership have any claim or right, title, or interest in or to any of the property or assets of the Society. No board of trustee nor any member of the Society shall be held liable whatsoever for the termination of any membership in this organization.

ARTICLE IV—Officers

Section 1. Officers. A board of nine trustees shall manage the business and property of the Society as stated in Sections 2 through 4 of this article, and as stated in the board of trustees position descriptions document. The top four positions shall constitute the officers of the Society and shall be president, vice president, secretary, and treasurer. The remaining five board of trustees shall be four additional elected trustees and the previous year’s president as stated in Article VI of the bylaws. Eligibility, term of office, duties, nominations, elections, and vacancies for officers shall be as stated in Article VI of the bylaws.
Section 2. Duties of the President. The president shall be the principal executive officer of the Society and shall, in general, supervise and control all the business and affairs of the Society. The president shall preside at all meetings of the members and of the board of trustees. The president may sign, with the secretary or any other proper officer of the Society authorized by the board, any deeds, mortgages, bonds, contracts, or other instruments which the board has authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the board or by these bylaws or by statute to some other officer or agent of the Society. In general, the president shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of trustees from time to time.
Section 3. Duties of the Vice President. In the absence of the president or in case of the president’s incapacity to act, the vice president shall perform the duties of the president, and when so acting shall have all the powers of and be subject to all the restrictions of the president. The vice president shall perform such other duties as from time to time that may be assigned by the president or by the board of trustees.
Section 4. Duties of the Treasurer. The treasurer shall have charge and custody of and be responsible for all funds and securities of the Society; receive and issue receipts for moneys due and payableto the Society from any source whatsoever, and deposit all such moneys in the name of the Society in such banks, trust companies, or other depositories as shall be selected by the board of trustees. In general, the treasurer shall perform all the duties incident to the office of treasurer, and such other duties as from time to time that may be assigned to him or her by the president or by the board of trustees. In the absence or disability of the treasurer, or refusal or neglect to act, the board of trustees shall appoint any person eligible to hold office to assume the duties and authorities for any period the board sees fit, but not in excess of the unexpired term of office.
Section 5. Duties of the Secretary. The secretary shall keep the minutes of the meetings of the members and of the board of trustees in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records; keep a register of the address of each member which shall be furnished to the secretary by such member; and in general, perform all duties incident to the office of secretary and such other duties as from time to time that may be assigned to him or her by the president or by the board. In the case of absence or disability of the secretary, or refusal or neglect to act, the board shall appoint any person eligible to hold office to assume the duties and authorities for any period that the board sees fit, not in excess of the unexpired term.

ARTICLE V—MEETINGS

Section 1. Offices. As required by the Washington Nonprofit Corporation Act, the Society shall maintain a registered office and an agent within the state. Address of the registered office may be changed as needed by the board of trustees and the Society may have other offices as the board of trustees may find necessary.
Section 2. Regular Meetings. Regular meeting of the Society shall be held monthly at such meeting place as the Society can secure with the exception of January, July, and August. No written notice of the regular monthly meeting shall be required if the next regular meeting place is announced at the regular meeting unless the time or place of the meeting is changed by the board of trustees, in which event ten days written notice of the time and place shall be mailed to each member.
Section 3. Annual Meeting. An annual meeting of the membership shall be held in December at such time and place reasonably convenient to the membership. At the December meeting the president shall conduct closing calendar year business and the board of trustees shall administer the elections of officers and trustees for the next calendar year. Notice of such annual meeting shall be in writing and mailed to each member not less than ten nor more than fifty days before such meeting.
Section 4. Special Meetings. Special meetings of the membership shall be called by the president or the board of trustees upon the president or board mailing a notice of the date, time, and place of such meeting not less than ten nor more than fifty days before the date of the meeting, together with a short statement of the subject of such special meeting. The board shall call a special meeting within thirty days of receipt of a petition which states the purpose of such meeting and contains the signatures of ten percent of the membership.
Section 5. Quorum. A quorum at any meeting of the membership shall consist of those members present, and a majority of those present may transact such business as shall come before the said meeting except that a majority of the board of trustees shall constitute a quorum for the transaction of business at any meeting of the board.
Section 6. Procedure. The president, or in his or her absence the vice president, shall preside at meetings. The secretary of the Society shall record the minutes of all meetings.

ARTICLE VI—BOARDS

Section 1. Composition. A board of nine trustees shall manage the business and property of the Society. The top four positions shall constitute the officers of the Society as stated in Article IV of the bylaws. The remaining five board of trustees shall be four additional elected trustees and the previous year’s president. Eligibility, term of office, duties, nominations and elections, and vacancies shall be as stated in Article IV of the bylaws.
Section 2. Powers. The board shall have authority over all affairs of the Society.
Section 3. Eligibility. A trustee shall be a member in good standing in the Society and at least eighteen years of age. More than one member under a family membership category may hold office at the same time.
Section 4. Term Of Office. Trusteeship shall be for a period of two years except that for the president, vice president, secretary and treasurer which shall be for a period of one year. The elected vice president shall be the president following completion of his or her term of vice presidency. The president shall be a trustee for one year following the completion of his or her term of presidency. If the president holds a separate office in the year following his or her term, an alternate trustee shall fill the board vacancy.
Section 5. Duties. Trustees shall perform the duties described in these bylaws and in the board of trustees position descriptions document.
Section 6. Nominations. In the Society’s newsletter before the September meeting there shall be notice given of the upcoming appointment of the election committee and the available positions for office. Positions for office shall be the president, vice president, treasurer, secretary, first and second trustees. Officer duties are stated more fully in the board of trustees position descriptions document. At the September meeting the board of trustees shall appoint an elections committee. The elections committee shall canvas the membership for available and eligible candidates for each vacant position.At the October meetings the election committee shall announce the candidates to the membership and open the floor for additional nominations. At the November meeting the elections committee shall open the floor for additional nominations. All nominations shall then be closed and the finalized ballot shall be announced to the membership.
Section 7. Elections. The officers shall be elected by ballot at the annual December meeting. In the Society’s newsletter before the December meeting there shall be notice given ofthe December election and a facsimile of the actual ballot. The election notice shall emphasize the importance for member attendance to vote for the candidates of choice. Ballots shall consist of nominees for each available elected position and shall allow for write-in candidates. The elections committee shall present the ballots to the membership. After the membership has voted, the election committee shall collect and count all ballots. A plurality of all ballots cast for any candidate for officer shall elect such candidate. Two nominees to the board of trustees receiving the highest number of votes shall constitute the elected trustee portion of the board.
Section 8. Conduct at Board Meetings. Members may be invited to attend board meetings to give information or expert advice. Invited members shall not be allowed to vote. Board members may make motions and speak while seated; motions do not require a second; debate is not limited; and the chair may make motions, debate, and vote without leaving the Chair.
Section 9. Quorum. A majority of the board shall constitute a quorum for the transaction of business at any meeting of the board.
Section 10. Vacancies. The alternate trustee receiving the greatest number of votes in the last election shall fill any vacancy occurring for whatever reason among the trustees. If no alternate is available, the vacancy shall be filled by election by the board of any person eligible to run for a position on the board. A trustee elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor.
Section 11. Removal. Removal of a trustee shall be by majority vote of the remaining eight trustees.

ARTICLE VII—COMMITTEES

Section 1. Composition. Committees are comprised of at least one volunteer from the general membership. Committees shall be chaired by at least one person acting; a co-chair may be granted.In the event of a single-member committee, that committee member shall, by default, be the chair. There shall be no term length for committees or committee members. New volunteers shall be needed when the current chair or a committee member resigns from their duties. The chair may select a committee if the need arises. Duties of committees are as stated in this article and in the Committee Descriptions document.
Section 2. Standing Committee–Elections. The elections committee shall canvas the membership for available and eligible candidates for each vacant position.
Section 3. Standing Committee–Forays. The foray committee shall seek volunteers from the general membership to be wagon-masters for scheduled field trips and forays.
Section 4. Standing Committee–Publicity. Notifies various medias of special public events presented by the Society.
Section 5. Standing Committee–Education. Presents lectures on mushroom identification during spring and fall.
Section 6. Standing Committee–Book Seller. The book seller maintains books and other merchandise to sell to the membership and public, and attends the spring and fall public identification classes and the fall mushroom show to sell merchandise.
Section 7. Standing Committee–Hotline Chair. The hotline chair maintains the Society’s voice messaging system.
Section 8. Standing Committee–Librarian. The librarian maintains the Society’s library of books and videos, and any other items available for checkout by the membership.
Section 9. Standing Committee–Newsletter Editor. The newsletter editor compiles, assembles, and disseminates the Society’s newsletter, Mushroomer. Section 10.
Special Committee–Name Tag Maker. The name tag make prints, assembles, and distributes member identification tags.
Section 11. Special Committee–Species Database Manager. The species database manager maintains the species ID cards and database; provides a verbal database report to the general membership following the fall mushroom show; and makes hard copies of the show species available to the membership. Section 12. Special Committee–Cultivation. Plans mushroom cultivation projects for the membership and fall show.

ARTICLE VIII—Parliamentary Authority

The Society shall not be subject to formal parliamentary authority.

ARTICLE IX—Amendments to Bylaws

All proposed amendments to the bylaws shall be presented to the board of trustees at a meeting called with notice of such proposed amendment. If it is adopted by the board, it shall be submitted to the membership at a meeting called for to consider such amendment and shall be adopted by the Society if it receives a two-thirds vote of members voting at such meeting.

ARTICLE X—Dissolution

As stated in Article VIII of the articles of incorporation, upon the dissolution of the corporation the board of trustees shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as any exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the board of trustees shall determine. Any of such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

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