Nursery & Landscape Association Executives of North America

Mission Statement
To be the leading resource for green industry association professionals

NLAE Bylaws

Article I. Name.
The name of this organization shall be the Nursery & Landscape Association Executives of North America, hereafter “Association.” This corporation is exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code or its successor.

Article II. Purpose.
The purpose of this organization shall be to foster the cooperative effort of its members in problem-solving; the development and improvement of services to its members and their respective associations; the dissemination of information to its members; and, educational enlightenment relative to association management.

Article III. Membership.
Section 1. Qualifications. The chief executive or other staff executive of any state, provincial, multi-state or national nursery or landscape trade association is eligible for membership, subject to the procedures established by the Board of Directors.

Section 2. Removal. A member may be removed from membership by the Board of Directors for cause by a two-thirds vote. For any cause other than nonpayment of dues, removal shall occur only if the member is given: at least fifteen (15) days prior written notice of, and reasons for, the removal and is given an opportunity to be heard orally or in writing by the Board of Directors not less than five (5) days before the effective date of the removal.

Section 3. Resignation. Any member may resign at any time by notifying the Executive Director, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other fees or charges heretofore accrued and unpaid.

Article IV. Voting Rights.
Each member is entitled to one vote, except in such cases whereby two or more members are employed by the same organization. In such cases, only the most senior member of the delegation present from that organization at a member meeting shall be eligible to vote.

Article V. Board of Directors.
Section 1. Composition. The Board of Directors shall consist of seven voting members. Four of these members shall be the officers pursuant to Article VI. The Executive Director shall serve as a non-voting, ex officio member.

Section 2. Authority and Responsibility. The governing body of this Association shall be the Board of Directors. The Board of Directors shall have supervision, control and direction of the affairs of the Association, its committees and elected representatives; shall determine its policies; shall actively pursue its mission; and, shall supervise the disbursement of funds. The Board of Directors may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted and by resolution adopted by a majority of the Directors, delegate certain of its authority to the Officers of the Association. The Board of Directors shall have the authority to employ an Executive Director to manage the day-to-day activities of the Association.

Section 3. There shall be an Executive Committee comprised of President, President-Elect, Vice President, and Immediate Past President. The Executive Committee shall be authorized to act on the Board’s behalf between scheduled meetings of the Board of Directors.

Section 4. Manner of Election and Term. Three Directors-at-large shall be elected for terms of two years each by a majority vote of the members of the Association. At the end of a two-year term, the Directors shall nominate candidates for the members to consider for election. Candidates may also be nominated by any member from the floor at the annual membership meeting. The Board of Directors shall annually determine a voting procedure. For each officeholder, the term of office begins at the close of the Association’s regular annual meeting at which time election results are announced.

Section 5. Vacancies. Any vacancy in the position of Director shall be filled by appointment by the President. A Director filling a vacancy shall serve the unexpired term of the Director’s predecessor or until such time as a regular or special election can be held.

Section 6. Resignations. A Director may resign at any time by giving written notice to the President. The resignation is effective immediately without acceptance when the notice is given to the Association unless a later effective time is specified in such notice.

Section 7. Removal. A Director may be removed from office, with or without cause, by the affirmative vote of a majority of the Directors present at a duly held meeting provided not less than five (5) days and not more than thirty (30) days notice of such meeting shall be given to each Director stating that removal of such Director is on the agenda for such meeting.

Section 8. Compensation. Directors shall not receive any compensation for their services, but may be reimbursed for expenses as determined by the Board of Directors. Such authorization may prescribe procedures for approval and payment of such expenses by designated Officers of the Association. Nothing herein shall preclude a Director from serving the Association in any other capacity and receiving compensation for such services.

Section 9. Indemnification. The Association may indemnify and make advances to each person who is or was a Director, Officer, or employee of the Association, or a member of any committee, to the fullest extent prescribed by law. Indemnification pursuant to this Section shall be for the sole and exclusive benefit of the person expressly identified therein, and no other person, corporation, or legal entity of whatever nature shall have any rights thereunder by way of voluntary or involuntary assignment, subrogation, or otherwise. The Association may provide, maintain, and purchase insurance on behalf of any person indemnified pursuant to this Section.

Article VI. Officers.
Section 1. Composition. The Officers of this Association shall be a President, President-Elect, a Vice President, the Immediate Past President; and, the Executive Director.

Section 2. Term of the President. The President shall serve a one year term, with the option to serve for a second one-year term. The President-Elect shall without further election succeed to the office of President at the end of the term of the preceding President.

Section 3. Duties of the President. The President shall preside at all meetings of the Board of Directors and all meetings of the voting members. The President shall have the authority to establish committees as needed. The President shall also perform such other duties as may be determined from time to time by the Board of Directors.

Section 4. Terms of the President-Elect and the Vice President. The President-Elect and Vice President shall be elected by the members and serve for one year or until their successors are elected.

Section 5. Duties of the President-Elect and Vice President. The President-Elect and Vice President shall perform such duties as may be determined from time to time by the Board of Directors. The President-Elect, or the Vice President, may be called upon to perform the duties of the President in the President's absence or inability to act, but only for the duration of such absence or inability.

Section 6. Term of the Immediate Past President. The Immediate Past President shall serve as a voting member of the Board of Directors for a length of time concurrent with the term of the succeeding President. In the event the Immediate Past President cannot serve, the President shall appoint one of the preceding Past Presidents in the order of succession.

Section 7. Vacancies. If the office of President becomes vacant, the President-Elect automatically assumes the position of President, though fulfilling this partial term shall not count against the ability to be elected for two terms. Should the office of President-Elect or Vice President becomes vacant, the Board of Directors shall act by an affirmative vote of the majority to fill such office for the length of any unexpired term.

Section 8. Executive Director. The Board of Directors shall employ an Executive Director. The Executive Director shall serve as an Officer in an ex-officio capacity and shall have no vote. The Executive Director shall also serve as the Secretary of the Association. The Executive Director shall carry out all policies determined by the Board of Directors and shall be responsible for the active administration of all Association affairs.

Article VII. Meetings.
Section 1. Board of Directors. The Board of Directors shall meet at the call of the President. Four members of the Board of Directors shall constitute a quorum.

Section 2. Members. At least one annual meeting of the members shall be held each year at a time and location approved by the Board of Directors. Twenty-five percent (25%) of the voting members present at any properly called meeting shall constitute a quorum for the transaction of business. Special meetings of the Association may be called by the Board of Directors at any time.

Section 3. Cancellation. During any emergency so determined by the Board of Directors, the Board of Directors may cancel any activities of the Association provided for by these Bylaws .

Section 4. Action by Written Ballot. Any action that may be taken at a regular or special meeting of the Board of Directors or the members may be taken without a meeting if the Association delivers a written ballot to every member entitled to vote on the matter. Such written ballot shall set forth each proposed action and shall provide an opportunity to vote for or against such action. Approval by written ballot is valid only if the number of votes cast by such ballots equals or exceeds the quorum required to be present at a meeting authorizing the action and the number of affirmative votes equals or exceeds the number of votes that would be required to approve the matter at a meeting. Written ballots must indicate the number of responses necessary to meet the quorum requirements and the percentage of approval necessary to approve each matter other than election of Directors, as well as specify the time by which a written ballot must be received by the Association to be valid.

Section 5. Board of Directors’ Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may, by unanimous consent of the Directors, be taken by written action signed or consented to by authenticated electronic communication,. The written action shall become effective when signed or when consented to by authenticated electronic communication unless a different effective date is provided in the written action. When written action is taken by less than all of the Directors, all Directors shall be notified immediately of its text and effective date, except that failure to provide such notice does not invalidate the written action. As used in these Bylaws, the term "authenticated electronic communication" means any form of communication, not directly involving the physical transmission of paper, that: (a) creates a record that can be retained, retrieved and reviewed by the recipient of the communication; (b) can be directly reproduced in paper form by the recipient through an automated process; (c) is delivered to the Association’s principal place of business or to an Officer or agent of the Association authorized by the Board of Directors to receive the communication; and, (d) sets forth information from which it can be reasonably concluded that the communication was sent by the purported sender.

Section 6. Electronic Meetings. Meetings of the Board of Directors or committees may be conducted by means of remote communication through which all of the Directors or committee members have an opportunity to participate in such meeting if notice is hereby given of the meeting pursuant to these Bylaws, and if the number of Directors or committee members participating in the meeting constitutes a quorum. Participation in a meeting by remote communication constitutes presence at the meeting. As used in these Bylaws, the term "remote communication" means communication via electronic communication, conference telephone, video conference, the Internet, or such other means by which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis.

Article VIII. Dues.
Section 1. Establishment. Annual dues shall be set by a majority vote of the Board of Directors.

Section 2. Dues and Fiscal Periods. The dues and fiscal year of the Association shall commence on January 1st and terminate on December 31st.

Article IX. Amendments.
These Bylaws may be amended or repealed by a two-thirds vote of the members present at any business meeting of the members.

Article XI. Operating Rules.
The meetings and proceedings of the Association shall be governed by Roberts Rules of Order (Revised) except as may be otherwise provided by these Bylaws.

Approved March 2006 – Charleston, SC