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ARTICLE I
NAME
The name of the society shall be
Virginia Society of Landscape Designers.
ARTICLE II
The purpose of the Society shall
be:
Section 1. To promote the
professional competence of its members in their profession of
landscape designers and in associated fields.
Section 2. To promote education
and research in every aspect touched by the above profession.
This promotion is to include formal education given on college
level by state and private colleges and universities and in
any other manner, formal and informal. Research programs are
to be encouraged by schools, colleges, and individuals.
Section 3. To endeavor through
the Society and the co-operation of its members to make Virginia
a more beautiful and satisfying state in which to live, to
help protect the natural resources of land, water, and forests
and to help bring the design of all outdoor areas including
home grounds, churches, schools, commercial and industrial areas,
parks and roadside developments to the highest state of beauty
and usefulness.
Section 4. To promote exhibitions
and contests in landscape design and development.
Section 5. To hold showings
of competitive designs by the members and others and arrange
for
suitable recognition and awards
for meritorious work.
ARTICLE III
MEMBERSHIP
Section 1. The membership
of the Society shall consist of those persons whose names are
listed at the end of the original draft of the Constitution
and By-Laws and such additional members as may hereafter be
elected to membership. No person shall be considered for membership
until proposed in writing by a member in good standing and endorsed
in writing by at least one other member in good standing. The
proposal and endorsement shall be filed with the Secretary and
will be considered by the Board of Directors at their next scheduled
meeting.
Section 2. Members may submit
endorsements of or opposition to the election of the members
to the Secretary in writing and all such expressions of the
members shall be submitted to the Board of Directors when the
proposal for membership is considered by the Board.
Section 3. Any member desiring
to appear before the Board in support or in opposition to the
election of a member may notify the Secretary and if this is
done, the Secretary shall give such member notice of the time
and place of the meeting at which the proposal will be considered.
Section 4. The affirmative
vote of three-fourths of the members of the Board of Directors
in attendance at the meeting shall be required for election
to membership. The Secretary shall promptly inform the new member
of his election or rejection.
Section 5. Membership categories
shall include (A) Certified Landscape Designer: A Certified
Landscape Designer member has met all membership qualifications
listed in Article III, Section 1-4, plus the requirements of
the Certification Program and has paid a one time certification
fee; (B) Associate: An Associate member is a member of an allied
trade/profession or a supporter of the Society, but not actively
involved in landscape design; (C) Student member: A student
member is a student of Landscape Design/Horticulture at an accredited
college or university. The student can be part-time. Only certified
members have voting privileges and/or the use of the letters
V.S.L.D. following their name.
Section 6. To maintain certification,
a Certified Landscape Designer member must complete a minimum
of ten (10) hours of continuing education, such as related workshops,
short courses, seminars, college courses, VSLD Workshops every
year.
ARTICLE IV
DISCIPLINE OF
MEMBERS
Section 1. Any member who
is two months in arrears in the payment of dues shall be notified
in
writing by the Treasurer, at his
last known address as it appears on the records of the Society,
and advised that, unless his dues are paid within one month
after the notice is sent, he may be expelled from membership.
In the event the dues are not paid within the period of one
month after notification, the Board of Directors may, by a vote
of three-fourths of members in attendance at the meeting, expel
the delinquent from membership.
Section 2. Any member charged
with conduct unbecoming a member and against whom such charge
is sustained, after due and proper hearings before the Board
of Directors, at which hearing the member shall have the right
to be present, may, by a vote of three-fourths of the members
in attendance at the meeting, be expelled from membership. The
decision of the Board of Directors shall be final and there
shall be no appeal therefrom.
Section 3. Any certified
member not maintaining the requirements of a Certified Landscape
Designer shall be made an associate member providing they have
met those requirements. Such a member may only be reinstated
as a certified member after paying a reinstatement fee set by
the Board and becoming current on all certification requirements.
ARTICLE V
OFFICERS AND
THEIR DUTIES
Section 1. The officers
of the Society shall be a President, a Vice-President, a Secretary
and a
Treasurer. One person may be elected
to the last two offices.
Section 2. The officers
shall be elected for a one-year term and shall hold office until
the adjournment of the annual meeting at which their successors
are elected.
Section 3. The President
shall be the executive officer of the Society, shall preside
over all meetings of the membership and of the Board of Directors
and be an ex-officio member of all committees. He shall perform
such other duties as usually pertain to the office of President.
Section 4. The Vice-President,
in the absence of the President, shall preside at all meetings
of the Society and of the Board of Directors. He shall perform
such other duties as usually pertain to that office and such
as may be assigned to him by the President or the Board of Directors.
Section 5. The Secretary
shall keep the records of membership and the minutes of the
meetings of the Society and the Board of Directors. He shall
issue notices of all meetings of the membership and of the Board
of Directors and any other notices required by this Constitution
and By-Laws. He shall perform such other duties as usually pertain
to that office and such as may be assigned to him by the President
or the Board of Directors.
Section 6. The Treasurer
shall send out statements for dues due by members, collect the
dues and other funds payable to the Society and disburse the
same on order of the Board of Directors, keeping proper records
of all receipts and disbursements. His accounts and books shall
at all times be open to the inspection of the President, the
Board of Directors and any authorized auditors. He shall make
a report at the annual meeting of the Society and at such other
times as the President or the Board of Directors may require.
He shall make a report to the Secretary of any member two months
in arrears in payment of his dues.
ARTICLE VI
BOARD OF DIRECTORS
Section 1. The Board of
Directors shall consist of the officers of the Society, the
immediate past-president, and four members elected for a two-year
term from the membership at the annual meeting. The elected
members shall hold office until the adjournment of the annual
meeting at which their successors are elected. Of the members
serving one-half (1/2) will retire annually.
Section 2. Honorary Directors
may be elected at the discretion of the Society, with the same
powers and responsibilities as other directors.
Section 3. The Board of
Directors shall determine the policies and activities of the
Society, elect and discipline members, approve the budget and
approve all bills for payment. It shall hold regular meetings
at such times and places as it may fix and special meetings
on call of the President or any three of its members. Notice
of the time and place fixed for any special meeting shall be
given to all members of the Board by the Secretary, either by
mail, or by telegram at least three days before the meeting.
ARTICLE VII
MEETINGS
Section 1. The annual meeting
of the members of the Society shall be held at such time and
place as may be fixed by the Board of Directors, or determined
by the members in a duly called meeting.
Section 2. A special meeting
shall be held at any time on the call of the President or the
Board of Directors or as determined by the members in
a duly called meeting. Written notice of the time and place
of all meetings shall be mailed to each member by
the Secretary at least two weeks before the meeting.
One-third of the members of the Society shall constitute
a quorum.
ARTICLE VIII
ELECTIONS
Section 1. The officers
and directors shall be elected at the annual meeting. There
shall be no
voting by proxy.
Section 2. The President,
at his discretion, may appoint a nominating committee
to make nominations of officers and directors provided, however,
that the Board of Directors, at its discretion, may require
the President to appoint such a committee and make provisions
as to its deliberations and report. Additional nominations may
be made from the floor at the annual meeting for any office
or the Board of Directors. A majority of the votes cast shall
be necessary to determine the choice of any officer. In the
event any ballot does not show a majority for any nominee, then
the nominee having the lowest number of votes shall be dropped
and another ballot shall be taken. This practice shall be continued
until a nominee receives a majority of the votes cast.
Section 3. If the names
of more than the number of directors to be elected are placed
in nomination, the members receiving the highest vote up to
the number to be elected shall be declared to be elected.
Section 4. In the case of
a vacancy in any office (including that of a director), the
vacancy may be filled by the Board of Directors.
ARTICLE IX
REVENUE AND FINANCE
Section 1. The amount and
time of payment of the annual dues shall be fixed by the
Directors. In addition, at their discretion, they may require
payment of an initiation fee by new members and determine
the amount thereof.
Section 2. The Board of
Directors shall determine the depository or depositories to
be used by Treasurer and the manner in which checks on the funds
on deposit shall be signed.
ARTICLE X
RULES OF ORDER
Section 1. Robert's Rules
of Order shall be the parliamentary authority for all matters
of procedure not specifically covered by these By-Laws.
ARTICLE XI
AMENDMENTS
Section 1. Any amendment
to this Constitution and By-Laws may be adopted by a two-thirds
(2/3) vote of the members present
at any meeting of the membership provided written notice of
the proposed amendment shall have been given to the members
at least ten days before the meeting.
ARTICLE XII
DISSOLUTION
Section 1. In the event
of the dissolution of the Virginia Society of Landscape Designers,
the total assets shall be distributed to another 501(C)(3) organization,
in accordance with the Internal Revenue code. No assets can
be distributed to an individual member.
Rev: February 19, 1999
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