Constitution and Bylaws
(October 28, 2004)

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Constitution

Article I - Name and Purpose

  1. The name of this organization shall be the Gulf Coast Pond Society, Incorporated, hereafter referred to as the Society.  The Society shall be chartered as a non-profit organization conforming to all laws pertaining to such organizations as outlined by the United States Government and the State of Mississippi.
     

  2. The purpose of the society is to promote water gardening in the Mississippi Gulf Coast region through education programs, community outreach programs, and interactions among water garden enthusiasts.
     

  3. The members of the Society feel that water gardening is an activity that enhances our quality of life, providing relaxation, a sense of accomplishment, and a greater understanding of the natural world.  We wish to share these pleasures with community at large through promoting water gardens in public places and encouraging people to bring water gardening in to their lives.


Article 2 - General Provision

  1. The membership is not liable under state and federal law for organizational debt in the event the organization's assets are insufficient to discharge liability.

Article 3 - Officers and Governing Body

  1. The Executive Committee is composed of two (2) Co-Chairpersons, Secretary, and Treasurer.
     

  2. Members of the Executive Committee shall be elected by simple majority vote of members at a regularly scheduled meeting.
     

  3. Meetings of the Executive Committee require the presence of at least two (2) Executive Committee members to be official.
     

  4. Votes of the Executive Committee that end in a tie shall be decided by a majority vote of the general membership under the rules outlined below in Article Six.

Article 4 - Funds Administration

  1. The primary methods of financing shall be through membership dues, donations, and fund raising activities.
     

  2. Operating funds shall be deposited in a checking account at Hancock Bank.
     

  3. Large donations or endowments, defined as contributions significantly larger than that needed for everyday operations, shall be invested or dispersed in a manner to be decided by the membership by majority vote.
     

  4. Funds dispersed will:

    a.  Require the signature of one (1) of two (2) Executive Officers.

    b.  Be approved by three (3) Executive Officers in the amount of $300.00 or less.

    c.  Be approved by the simple majority of membership at a regular meeting for amounts greater than $300.00.

Article Five - Activities

  1. Activities shall be decided upon the membership at a regular meeting and implemented by volunteers solicited by the Executive Committee.

Article Six - Meetings, Quorums, and Elections

Section I - Regular meetings occur on the third Monday of the months of March through October and at other times when called by the Co-Chairpersons.  Special meetings shall be restricted to the purpose for which the meeting was called.  Membership must be given at least seven (7) days notice of the special meeting.  The regularly scheduled October meeting shall include election of new Executive Committee members on the agenda.  Terms of office for Executive Committee members begin at the close of the October meeting the elections take place.

Section 2 - Quorums are only necessary for election of Executive Committee members and for Amendments as defined in Article Seven below.  At least times, ten percent (10%) of the general membership must be present in order to hold an official meeting.  For special meetings, a quorum is defined as all members present at the meeting.

Article Seven - Adoption and Amendments

Amendments to this constitution may be submitted by any member through the Executive Committee.  At the next meeting, the Committee will present the proposed amendment.  Amendments must have at least two-thirds (2/3) vote to be adopted.

Article Eight - Dissolution

In case of voluntary dissolution of the organization, funds in the treasury at the time will be used to satisfy any outstanding debt, liabilities, or obligations.  The balance of these assets will be disposed of as determined by the membership.  If the membership has not disposed of all assets within ninety (90) days of dissolution, the Executive Committee will decide on the disposition of remaining funds.  The membership will inherit any financial responsibility beyond the treasury balance.

Bylaws

Article 1 - Duties of Officer

  1. Co Chairpersons:

     a.  Preside over meetings of Membership and Executive Committee.  Co-Chairpersons shall alternate presiding over meetings of the general membership.

    b.  Appoint committee chairpersons for all committees approved by the Executive Committee.

    c.  Call all meetings of the Executive Committee.

    d.  Ex-officio members of all committees except the nominating committee.  Only one Co-Chairperson per committee is necessary.

    e.  Sign all minutes of the Committee.

    f.  May co-sign checks.
     

  2. Secretary:

    a.  Assumes the duties of Co-Chairpersons if neither is available.

    b.  Records the minutes of all meetings of the general Membership and Executive Committee.

    c.  Maintains the membership roster.

    d.  Prepares any required ballots or notices.

    e.  Maintains a copy of the constitution and by-laws.

    f.  Forwards minutes of all meetings to the Co-Chairpersons and maintains all minutes for membership scrutiny.

    g.  Maintains a correspondence file.

    h.  May co-sign checks.

    i.  Monitors attendance of Executive Committee.

    j.  Reads the minutes of the previous monthly meeting at every monthly general membership meeting.
     

  3. Treasurer:

    a.  Maintains records of expenditures and receipts.

    b.  Prepares a report of expenditures, receipts, and balance of funds for presentation at every monthly meeting of the general membership.

    c.  Prepares an annual report on the balance of funds to be presented at the membership meeting where annual election of officers is held.

    d.  Ensures that all checks are properly approved before dispersal.

    e.  Accounts for all assets.

    f.  Manages the settlement of all liabilities.

    g.  May co-sign checks.

Article 2 - Election and Voting

  1. Officers are elected for two-year terms, except for the initial election of Co-Chairpersons.  Initially one Co-Chairperson shall be elected for a one-year term.
     

  2. A vacancy in any Office shall be filled by election by the general membership at the general membership meeting following the occurrence of the vacancy for the remainder of the term of Office.
     

  3. All active members are eligible to vote for Executive Committee Offices.  Nominations can be made to a nominating committee.  Any active member can submit nominations to the floor at the general membership meeting when elections are to be held.
     

  4. Any active members is eligible to hold any Executive Committee Office.
     

  5. No member may hold any one of the three Executive Committee (Co-Chairperson, Secretary, for more than two consecutive terms).
     

  6. Any members who has held any one of the three Executive Committee offices for two consecutive terms may be elected in either of the other Offices for two more consecutive terms.

Article 3 - Membership and Dues

  1. An active member of the Society is defined as a person whose dues are paid in full for the current Society year.
     

  2. The Society's year runs from the third Monday of March of the current calendar year to the third Monday of March of the following calendar year.
     

  3. Dues collected for the current year are only valid until the last day of the Society year.  An exception is made for new members who join during the pond tour.  Their membership will extend to March of the following year.  For example, a member joins in July 2004, Membership will extend until March 2006.
     

  4. Members who wish to pre-pay dues for the following society year must notify the treasurer at the time of payment.
     

  5. Dues are set as follows:

    a.  Individual Adult - $10.00 per year
    b.  Couples and Families - $15.00 per year.
    c.  Children and Students - $5.00 per year.
    d.  Business Sponsorship - $20.00 per year.
     

  6. Any changes in dues or membership items as listed in 1 through 5 above require a vote of the general membership as outlined in Article Six, Section 2 and Article Seven of the Society Constitution.

Article 4 - Activities

  1. Pond Tour - The Society's Annual Tour of Ponds will take place in July on a date selected and approved by vote by the general membership.
     

  2. A Newsletter will be published quarterly for members only (February, May, August, November).
     

  3. All other activities must be approved by a majority of the general membership and support the society's purpose as outlined in Article One of the society's constitution.
     

Article 5 - Committees

  1. The Executive Committee consists of all elected officers.
     

  2. All other Committees will be established by the Executive Committee.  The Executive Committee will appoint committee chairperson(s) from the general membership who will then appoint or solicit volunteers for the committee.

Article 6 - Expenditures

  1. The Society may not incur debts in excess of funds currently available in the Society accounts.
     

  2. No member may incur debts on behalf of the Society without prior approval of a majority of the general membership.
     

  3. No member can accept monetary compensation for tasks done in the society's interest beyond reimbursement for expenditures made on the Society's behalf without the consent of a majority of the Executive Committee.