Bylaws of the Lehigh Valley Rose Society
A Chapter Member of the American Rose Society
Date Adopted: April 3, 2020

Revised November 2021

Revised July 2022

Revised February 2023

Article I - Name
Section 1. The name of the organization shall be The Lehigh Valley Rose Society (hereinafter referred to as ‘The Society.')
Section 2. The Society shall be a chapter member of the American Rose Society (ARS), a corporation organized under the laws of the state of Louisiana on July 1, 1975.

Article II - Objectives
Section 1. The objectives of The Society are to promote and encourage amateur and professional rose horticulture; to promote the rose as a symbol of beauty and friendship; to encourage our members and the general public in growing the National Floral Emblem; and, to educate both our members and the community at large as to the care of the rose.
Section 2. The Society shall operate on a non-profit basis and shall not operate in any manner resulting in financial profit or gain for its individual members.

Article III - Membership
Section 1. All persons interested in growing roses shall be eligible for membership in The Society.
Section 2. Memberships will be offered for adult individual membership, adult joint membership, senior individual membership, and senior joint membership to be listed as full members of The Society, with all rights and privileges.
Section 3. Membership dues shall be established by a simple majority of the members present and voting at any scheduled meeting.
Section 4. The fiscal year of The Society shall be from January 1st to December 31st. Dues shall be due and payable on or before January 1st of each year. Members whose dues have not been received by April 1st shall be dropped from the membership rolls.
Section 5. Dues of new members joining after October 1st shall cover the remainder of the current fiscal year plus the next fiscal year.
Section 6. Honorary Members - Honorary Memberships may be granted on the basis of distinguished services to The Society by a two/thirds vote of the Board of Directors. These may be granted for either a specified time or for life. Honorary members are exempt from dues and assessments for the duration of their honorary membership, but retain the right to vote and to run for office within The Society.
Section 7. Youth Members - Youth Memberships may be offered to persons under the age of 18 to encourage multi-generational participation in rose horticulture. Youth members receive all* benefits of membership, but do not receive the ARS magazine. (*Youth members are not eligible to vote, be elected as officers, serve on the Board of Directors, or be Chair of a Committee.)
Section 8. For The Society to maintain “Chapter Membership” status with the American Rose Society, membership in The Society includes membership in the American Rose Society for the corresponding membership status. Discounted membership in The Society is available to those that are already members of the American Rose Society.

Article IV - Officers
Section 1. The officers of The Society shall be a President, a Vice President, a Secretary, and a Treasurer. The officers shall perform the duties prescribed by these Bylaws and by the parliamentary authority adopted by The Society.
Section 2. The President shall preside at all meetings of The Society and of the Board of Directors. The president shall appoint Standing Committee Chairs with the consent of the Board of Directors and be a member ex-officio of all committees except the Nominations Committee. The President shall call meetings of the Board of Directors as indicated by these Bylaws.
Section 3. The Vice President shall preside at meetings of The Society and the Board of Directors, in the absence of the President and assume the duties of the President if the office becomes vacant.
Section 4. The Secretary shall keep records of all meetings of The Society and of the Board of Directors and record all votes. The Secretary shall maintain a correct list of members and officers of The Society as well as copies of the Bylaws and standing rules.
Section 5. The Treasurer shall receive all monies due The Society and disburse monies as directed by The Society or the Board of Directors. At the end of the fiscal year, the Treasurer shall present the financial records of The Society for audit to an Audit Committee appointed by the President.
Section 6. The officers shall be elected by ballot unless there is but one nominee per office when elections may be by voice vote. Officers elected shall serve for the term of 1 year or until their successors are elected. The term of office begins January 1st.
Section 7. No members shall serve more than 3 consecutive terms in the same office except for the Treasurer who may serve 6 consecutive terms.
Section 8. In case of a vacancy in the office of President, the Vice President shall automatically become President and the vacancy occurs in the office of Vice President. All other vacancies in office shall be filled by the Board of Directors.

Article V - Meetings
Section 1. The regular meetings of The Society shall be held every month except December and January, at a time and location determined by the Board of Directors.
Section 2. The regular meetings in November shall be known as the annual meeting and shall be for the purpose of electing officers.
Section 3. Special meetings may be called by the President or by any two members of the Board of Directors or by a written request from any 5 members of The Society. The purpose of the special meeting shall be stated in the announcement. Except in cases of emergency, at least seven days’ notice must be given.
Section 4. At least 5 members of The Society in good standing shall constitute a quorum.

Article VI - Board of Directors
Section 1. The current officers and one Member at Large elected by The Society shall constitute the Board of Directors. Should a vacancy occur in the office of the Immediate Past President for any reason, an additional Member-at-Large shall be elected. All other vacancies shall be filled as recommended by the Board.
Section 2. A quorum of the Board of Directors shall be three.
Section 3. The Board of Directors shall have the power to transact business in a manner beneficial to the efficient administration of the purposes of The Society. These powers include, but are not limited to: preparation and adoption of the budget, adopting rules and regulations for the governance of The Society and general supervisory duties over committees. The Board of Directors shall be subject to the orders of The Society and none of its acts shall conflict with actions taken by The Society.
Section 4. The Board of Directors shall meet upon the call of the President or upon the request of five members of the Board of Directors.

Article VII - Committees
Section 1. The Standing Committees of The Society shall be Programs, Membership, and Hospitality.
Section 2. Other committees include, but are not limited to: Publicity, Rose Show Chair, or any other functional or operational position or activity. The scope and authority of these committees will be specified in the Standing Rules or in the creation of these Committees by the Board of Directors. The President is a member ex-officio of all committees except the Nominations Committee. The Treasurer may not be a member of the Audit Committee. Otherwise, all Board members are both eligible and encouraged to serve as committee chairs or members.
Section 3. A Nominating Committee of three members of The Society shall be announced at a meeting two months before the election of officers. A Chair for this committee shall be appointed by the President; the other two members shall be chosen by the Nominations Chair from among the general membership of The Society. The Committee shall prepare a slate of candidates for office for the ensuing calendar year. This slate shall be presented to the Membership at the meeting preceding the election of officers. Members of the Nominating Committee are eligible for election to office. Nominations may also be made at the meeting in which elections are held by members of The Society.

Article VIII - Parliamentary Authority
Section 1. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern The Society in all cases to which they are applicable and in which they are consistent with these Bylaws or any Standing Rules adopted by The Society.

Article IX - Dissolution
Section 1. In the event of the dissolution of The Society, all debts shall be paid.
Section 2. Any remaining monies in the treasury shall be disbursed to the American Rose Society or any other eligible and appropriate 501(c)(3) organizations.
Section 3. The Board of Directors shall determine the appropriate recipient as a Standing Rule. This rule shall be reviewed every five years.

Article X - Amendment of Bylaws
These Bylaws may be amended or repealed by the affirmative vote of two/thirds of those present and voting at a regular membership meeting or a special meeting provided that the amendments have been submitted at the previous regular meeting.

Standing Rules:
Order of Business, the order in which agenda items are considered may be adopted as separate documents. Adopting them as separate documents permits suspension or change without amending the Bylaws. The order of business may be suspended in order to accommodate speakers to start the main program before the consideration of the business of The Society.

Order of Business might include:

a. Call to Order
b. President’s Welcome
c. Introduction of Guests or New Members
d. Program**
e. Roll Call
f. Minutes
g. Financial Report
h. Correspondence Not Requiring Action
i. Officers’ Reports
j. Board of Director Reports
k. Standing Committee Reports
l. Special Committee Reports
m. Special Orders
n. Unfinished Business and General Orders
o. New Business
p. Announcements
q. Adjournment

**Generally, the order of business should permit a guest speaker or presenter to precede the consideration of routine business matters such as a roll call, reading of the minutes, or committee reports. As a matter of courtesy and respect for the speaker, these items might by delayed until later in the meeting. No more than ten to fifteen minutes of welcome to guests or new members should delay the start of the program.