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Bylaws of the Washington State
Nursery & Landscape Association ARTICLE I – NAME The name of the corporation shall be the WASHINGTON STATE NURSERY & LANDSCAPE ASSOCIATION, INC. All references to the name of the Association hereinafter shall conform to this name.
The purpose of the Washington State Nursery and Landscape
Association is to support the success of its members by serving, promoting,
representing, and educating the horticultural community of Washington State. The Association shall further its purpose by the following means: Section 1 – SERVICES: To serve our members by offering services and materials where they can be provided more advantageously in quantity or which they could not provide for themselves; and by offering educational programs and/or seminars to upgrade the professional knowledge and abilities of the members and their personnel.
Section 2 – INTERNAL RELATIONS: To bring into closer contact with nursery growers, retailers, landscape designers, landscape architects, landscape contractors, landscape maintenance contractors and those in allied trades, in order to improve our relations with one another in the interest of the consuming public and the members.
Section 3 – EXTERNAL RELATIONS: To communicate with other professional organizations serving the industry, governmental agencies and the general public to facilitate improved coordination in the interest of the consuming public.
Section 4 – LEGISLATIVE: To continue to expend efforts to protect the interests of the industry by careful attention to the legislative branches of local, state and national government. To provide seminars or training sessions in compliance with laws already implemented.
Section 5 – MEMBERSHIP & GROWTH: To continually encourage membership of all phases of the industry in order to truly be representative of the industry.
Section 6 – FINANCE & CONTROL: To maintain an income structure sufficient to accomplish the objectives of the organization.
Section 7 – ADMINISTRATIVE SUPPORT: To provide and maintain a paid executive director and staff in order to implement the ongoing work of the Association. To provide continuity for members and the public as well as the governmental bodies to which we are responsible.
Section 8 – ASSOCIATION IMAGE: To continue to maintain and promote the image of the Association and hold its members in high esteem, both within our own ranks, and in the eyes of the public. ARTICLE III - CLASSES OF MEMBERSHIP Section 1– REGULAR MEMBERSHIP: Any individual, business, whether nursery, either growing or retailing; landscape contracting or maintenance or; landscape architectural in the State of Washington may become a regular member of the Association, Membership shall also include participation in one of the following industry segment caucuses: wholesale grower, nursery retailer, landscape, or supplier industry segment caucus. Each regular membership has one voting right at the caucus level, as well as the state level. Owners and/or designated management personnel are eligible to serve as state officers and directors. Only one member of a business may hold office on a state level at any one time.
Section 2 - BRANCH MEMBERSHIP: Any business having more than one outlet in the state shall be entitled to hold one company membership for the business with one vote at state level. Each additional outlet shall be required to come in as a branch or regular member. If branch membership is chosen for an outlet, the designated representative of that outlet shall serve as the voting member at the chapter level only.
Section 3 –ASSOCIATE MEMBERSHIP: Businesses engaged in allied trades, such as dealers in nursery supplies, implements, etc. may become associate members of the Washington State Nursery & Landscape Association and of the supplier caucus. Owners and/or designated management personnel are eligible to serve as state officers. They also have the option of becoming regular members. Representatives of associate member companies may serve on the Board of Directors.
Section 4 – OUT-OF-STATE MEMBERSHIP: Any individual business, owning or operating a nursery business, landscape design, landscape architectural business, or allied trade outside the state of Washington shall be eligible for out-of-state membership. Out-of-state member businesses may organize as a chapter or caucus.
Section 5 – AFFILIATE MEMBERSHIP: This membership covers a broad scope of individuals as compared to businesses. The various kinds of affiliate members include:
a) Educators: Persons who are currently teaching vocational horticulture or related fields in the State of Washington may become affiliate members. b) Researchers: Persons who are currently involved in research related to our field may become affiliate members. c) Extension Service: Persons who are currently working for Washington State University, in the capacity of Extension Agent or Extension Specialist may become affiliate members. d) Employees of member businesses in the regular category are eligible for membership in the affiliate category. e) Employees of governmental agencies, school maintenance crews, non-profit arboretums, and non-profit botanical gardens whose businesses would not normally become members of WSNLA, are eligible for affiliate membership. f) Any other individual who seeks membership in WSNLA and does not fit in another category can join as an affiliate member. Section 6 – HONORARY MEMBERSHIP: a) Honorary Life Members: Individual members, who, having performed some outstanding service in the field of horticulture, or in the interests of nurserymen or our Association, are deemed worthy of this honor and may be awarded honorary life membership in the Association. They may continue their credits and retain certification after retirement. b) Honorary Members: Persons in official positions, such as research, extension, federal and state employees, etc., who are working in the nursery industry or related fields, may be voted honorary, nonvoting members by the board for the duration of their official connection with the industry, or at the discretion of the board. They may qualify for Certified Professional Horticulturist (CPH) certification at the discretion of the Certification Board.
Section 7 – STUDENTS:
Persons who are attending
Section 8 – NEW MEMBERS: When an application form, properly executed and accompanied by an appropriate fee payment, is received by the executive director, the business or individual shall be listed as a member of this Association and shall be affiliated with a caucus and active chapter with the privileges of his class of membership subject to the final approval of the state board of directors. The board may delegate acceptance of applications to the executive director.
Section 9 – VOTING RIGHTS: Each regular member except a branch member is entitled to one vote at the state level. When membership is held by a partnership or corporation, one individual shall exercise the right to vote for the business.
Section 10 – TERMINATION OF MEMBERSHIP: The board of directors of WSNLA may suspend or expel any member of the Association for non-payment of dues, for violation of any rules or practices properly adopted by this Association or for conduct which tends to harm or bring disrespect to the nursery industry. A hearing will be granted by the board if requested by the business or member in question. ARTICLE IV – EXECUTIVE OFFICERS Section 1 – EXECUTIVE OFFICERS: a) The executive officers of the state Association shall be president, first vice president, second vice president and treasurer. They shall be elected for one-year terms, with the exception of the treasurer, who shall be elected for two-year terms. b) The executive director shall be appointed for an indefinite period by the board of directors. Compensation shall be set annually by the executive officers and approved by the board of directors. c) The five named above, (in a and b) plus the immediate past-president shall form the executive committee of the Association. d) The elected officers shall serve as members of the board
of directors with full right to vote, with the president exercising
Section 2 – OFFICER QUALIFICATIONS: a) The president, first vice president, second vice president and treasurer shall each be a member of a regular or associate member business of the Association. b) No member shall hold no more than one office at any time. c) No one member business shall have more than one person in that business holding a state office at the same time.
Section 3 – ELECTION PROCEDURE: a) The nominating committee shall be in charge of the nominations process. The nominating committee shall contact members to develop a slate of qualified candidates for open positions on the board of directors per the bylaws, to begin the process of nominee selection for state offices. b) The nominating committee shall inform the president of their choices for those offices by September 1. c) The nominating committee shall inform the WSNLA executive director of their selections by September 1. d) The executive director shall cause the slate of officers to be printed in the B&B along with any information or pictures available on the candidates. The executive director shall announce the slate of officers to be printed in the B&B and/or emailed along with any information or pictures available on the candidates by December 31. e) Any caucus in good standing, by majority vote may add to this slate of nominees previous to October 1st by notifying the executive director in writing. f) The executive director shall be responsible to see that a
ballot is prepared with the complete slate of nominees for each office plus
ample blank lines for write-in votes. Prior
to December 1st, the ballots shall be
mailed and/or sent digitally
to each voting member of record at that time. No markings are to be made on
this ballot to indicate the voter’s identity. g) Each voting member shall mark a ballot with a selection for each office, then mail, or email to WSNLA by December 1st. h) The ballots shall be opened, results tallied, and kept
confidential by the executive committee and the executive director. Emailed votes shall be printed and retained
with mailed ballots.
Results shall be announced to the board of directors, then to the
members at the Annual Meeting. Section 4 – DUTIES OF THE PRESIDENT: The president shall preside at all meetings of the Association and of the board of directors. As executive head of the Association they shall enforce its bylaws, rules and regulations, and execute the will of the Association and the board of directors. They shall work with the executive director to see that basic policies and programs that will further the goals and objectives of the Association are planned, formulated and presented to the board of directors; with the executive director, act as spokesman for the Association to the press, the public, legislative bodies, and related organizations. They shall preside over and set the agenda for all meetings. They shall appoint all committees not otherwise provided for, subject to the approval of the board of directors.
Section 5 – DUTIES OF THE VICE-PRESIDENTS: They shall assist the president by taking the responsibility of ex officio members of the committees assigned to them. They shall work closely with the president in executive committee to determine policy, subject to the approval of the board of directors. a) First Vice President: The first vice-president shall, during the absence of the president, exercise all
the powers and discharge all the duties of the president until the president
shall resume those duties. The first vice
president shall serve as the chair of the nominating committee. They shall
provide leadership roles on organization initiatives as directed by the
president.
Section 6 – DUTIES OF THE TREASURER: a) The treasurer shall work with the finance committee and staff to see that the resources of the Association are being managed properly. a) The treasurer shall keep a close watch on expenditures
with due reference to the budget, and call attention to the finance committee and
executive director any matter which b) The treasurer shall serve as finance committee liaison to the executive committee and the Board of Directors. c) The treasurer shall serve as chairman of the finance committee.
Section 8 – DUTIES OF THE EXECUTIVE DIRECTOR: a) The board of directors shall hire an executive director to conduct the business of the Association, subject to the will and directives of the board of directors and within the limits of the approved budget. b) The executive director shall serve as the corporate secretary with no right to vote. c) The executive director shall serve as the executive
secretary for the WSNLA Scholarship and Research Charitable Fund. Section 9 – SUCCESSION OF OFFICERS: a) Upon completion of each annual term, officers proceed through the positions in the following order: Vice President 2, Vice President 1, President, Past President, unless formal notification of departure of position is given. b) If for any reason the office of the president shall become vacant, first vice president shall succeed to that office. If for any reason the office of the first vice president becomes vacant, the second vice-president shall succeed to that office. C) If the offices of vice-presidents or treasurer become vacant, the board of directors shall fill these positions by appointment from the active membership at the next board meeting, as an interim officer until the next general election. ARTICLE V – EXECUTIVE COMMITTEE Section 1 – COMMITTEE MEMBERS: The executive committee shall consist of the president, first vice-president, second vice president, treasurer and immediate past-president. The executive director shall act as advisor to the executive committee and shall attend all meetings.
Section 2 – MEETINGS:
The executive committee shall meet at the call of the president
whenever they feel
Section 3 – DUTIES: a) The executive committee shall develop new ideas, programs, goals and objectives to suggest to the board of directors. They shall support and work with the president in studying any Association problems as they arise and make recommendations for action subject to a vote by the board of directors. The executive committee shall act on behalf of the Board of Directors when time is of the essence and convening a special Board meeting is not feasible. The Board may discuss and affirm any Executive Committee decisions at its next regular meeting. b) The executive committee shall be charged with the responsibility of performance reviews, hiring and firing of the executive director, subject to the will of the board of directors. c) They are responsible for presenting nominees for the office of trustee of the WSNLA Scholarship and Research Charitable Fund. These nominees must then be duly elected by the board of directors. ARTICLE VI – BOARD OF DIRECTORS, POWERS & DUTIES Section 1 – MANAGEMENT: The board of directors shall constitute the governing body of the Association and shall have the general power to determine the policy of the Association and to carry out such policy. The board shall consist of the duly elected or appointed directors from each caucus, the Association immediate past-president, the Association president, the first vice-president, second vice president, and the treasurer. The executive director shall act as an advisor to the board and shall attend all board meetings. The board may expend the funds of the Association and, in general, do everything which it may deem necessary in order that the purposes, objectives, and business affairs of the Association may be properly managed and conducted.
Section 2 – DIRECTORS’ BOARD MEETINGS: The board of directors shall hold a regular board meeting just preceding the annual meeting of the members of the Association. This will be presided over by the outgoing president. A minimum of three other board meetings during the year shall be scheduled by the president. Section 3 – QUORUM: A quorum must be established by the roll call with two-thirds of the board members present in order to vote on any official Association matters.
Section 5 – DUES: The
board of directors shall have the power to fix entrance fees, dues and
assessments of members and to decrease or increase them from time to time as
may be necessary. a) The executive committee (Article IV, section 1) c) Member at Large, two seats available. (Article VI, section 9)
NEW - Section 7 - DUTIES OF THE DIRECTORS a) The Directors are responsible for identifying and bringing before the Board
of Directors issues and concerns of the industry segment represented and those
of the membership at large. Section 8 - SELECTION OF INDUSTRY SEGMENT CAUCUS DIRECTORS a) Each active industry segment caucus shall be entitled to a director on the board of directors of the Association. b) Caucuses will select one board member for each caucus. Industry segment nominees or volunteers will be voted upon by these means: email, mail, voice, or authorized telephone messaging. The board may delegate conduct of the election to the executive director. Section 9 – MEMBER AT LARGE
Section 10 – ALTERNATE DIRECTORS: If for any reasonable cause the director of any industry segment caucus is unable to attend a board meeting, then the director shall send an alternate, who shall have full rights and voting powers in the meeting for which they have been appointed. The director shall notify the executive director of the substitution.
MOVED FROM ARTICLE VIII, section
5 a) Each director and officer of the corporation who was, is or is threatened to be made a named defendant or respondent in a proceeding shall be indemnified to the fullest extent permitted by the laws under which this corporation is formed. Nothing contained in the previous sentence shall limit the corporation’s ability to reimburse expenses incurred by a director in connection with an appearance as a party or as a witness at a legal proceeding when such indemnification is expressly author by the board of directors. b) Each person who serves at the request of the corporation as a trustee of an employee benefit plan, or membership program, shall be indemnified when such indemnification is expressly authorized by the board of directors. Further, any employee or other agent of the corporation may be indemnified to the same extent as directors and officers when such indemnification is expressly authorized by the board of directors. c) The corporation may obtain insurance on behalf of any
person who is or was a director, officer, employee or agent, against any
liability arising out of that person’s status as such, whether or not the
corporation would have the power to indemnify that person against such
liability.
ARTICLE VII – ANNUAL MEETINGS Section 1 – ANNUAL MEETING: There shall be no less than one regular
meeting each year. The date and place
for the meeting shall be set by the board of directors. The executive director shall notify each member
in writing, either by print or digital communications, at
least fourteen days prior to the meeting.
Section 3 – QUORUM:
A quorum at all general meetings of the state Association shall be
twenty-five members. Section 1 – REPRESENTATION: To give adequate representation to all members of the Association, the board of directors shall have the right to establish such chapters and caucuses as may, in their opinion, be necessary. Chapters and caucuses must agree to uphold the WSNLA code of ethics and work cooperatively toward stated WSNLA goals. No chapter or caucus has the power to act on behalf of, or exercise the authority of, the Board of Directors unless specifically granted in writing by the Board of Directors.
Section 2 – CHARTERS: When a chapter or caucus is organized, it shall submit its own policy document to the board of directors of this Association. If it is approved by the board of directors, a certificate of charter shall be issued to the chapter or caucus. The chapter and caucus policy documents must conform to the state bylaws in principle. The rules and regulations shall include, without limitation, financial reporting and control of funds protocols.
Section 3 – TERMINATION OF CHARTER: The board of directors may revoke the charter of any chapter or caucus for violation of any rule or practice properly adopted by this Association or for conduct which tends to bring any harm or disrespect upon the nursery industry. A hearing shall be provided by the board of directors. Section 4 – APPEALS: Chapter and caucus members may appeal to the WSNLA board of directors for a decision on any controversial matter. ARTICLE IX – PUBLICATIONS Section 1 – OFFICIAL PUBLICATION: There shall be an official publication of the Association, which shall be published on a regular schedule throughout the year. All expenses for the publication shall be underwritten by the Association.
Section 2 — FEES: Advertising and subscriptions may be sold for the official publication and other Association publications. The acceptance of fees from advertisers shall in no manner constitute an endorsement of any product or service by the president, the board of directors, the general membership, and/or the editorial staff of the Association.
Section 3 – LOGO: The Association shall have an official logo. This logo shall be registered with the Secretary of the State of Washington. This logo, and any other logos used previously or subsequently by the Association, shall be used or displayed only by the Association, its chapters and regular, associate or out-of-state members, and only in ways consistent with the objectives contained in ARTICLE II, and the terms of the current WSNLA Policy Book.
ARTICLE X – COMMITTEES AND BOARDS Section 1 – STANDING COMMITTEE: The standing committees of WSNLA shall be: finance, nominating and certifications. The other board shall be Scholarship and Research Charitable Fund.
Section 2 – APPOINTED: a) The finance committee chair shall
be the current treasurer unless another is appointed by the president and
approved by the board of directors.
Section 3 – CHAIN OF COMMAND: The committees
and board
Section 4 – TERMS: Committee appointments are for one year, unless otherwise stated. The members of the Certified Professional Horticulturist committee shall have three-year terms, staggered so that only one member of each of these boards retires in any given year. Members of the WSNLA Scholarship and Research Charitable Fund Board of Trustees shall serve their terms per their bylaws. ARTICLE XI – PROPERTY & FUNDS All property and funds of the corporation shall be in the name of the corporation. No member shall have any rights in and to any property or funds of the corporation, and upon death, withdrawal, or expulsion from the corporation, shall not be entitled to receive any interest in any assets for the corporation. The property belonging to and in the name of the corporation shall be used and administered in accordance with the desires, purposes and intentions of the corporation. The personal property of WSNLA shall be kept insured against fire and theft. All elected officers, staff personnel, and volunteers are to be covered by a blanket bond at all times. ARTICLE XII – AMENDMENTS Section 1 – REGULAR AMENDMENTS: These bylaws may be amended by two-thirds vote of the members present at any regular or special meeting, provided notice of such proposed changes shall be made in writing, either by print or digital communications, the executive director to each member in good standing or published in the official publication not less than ten days prior to such meeting.
Section 2 – EMERGENCY MAIL BALLOTS: If the board of directors, by a two-thirds majority, shall find that an emergency exists whereby a vote of the members would seem desirable prior to the annual meeting, the directors may order a mail, telephone, or email ballot to be submitted to each and every voting member of the Association pertaining to such emergency matter which needs such vote of the members. Such emergency may include an amendment to the bylaws, but shall not be restricted to this, and may cover any necessary item of business which, by two-thirds majority opinion of the board of directors, is of an emergency nature.
Section 3 – PROCEDURE FOR MAIL, TELEPHONE, AND EMAIL BALLOTS: The executive director, when conducting voting, shall see that the proposed resolution, measure, proposition or amendment is mailed, or emailed to all the voting members, together with an enclosed ballot. The ballots should be marked by the members and returned to the WSNLA office within 30 days, and counted by a committee appointed by the president. Telephone ballots shall be marked by a staff member with time and date of call noted and name of caller recorded. Emailed votes shall be printed and retained with mailed ballots. The result of the balloting shall be announced in a subsequent issue of the official publication.
Section 4 – LEGAL NUMBER OF NECESSARY VOTES AND PERCENT OF “YES” TO RATIFY: A simple majority vote on ballots returned for most issues will be considered sufficient to ratify. A two-thirds “yes” vote on ballots returned will be required for bylaw changes in order to ratify. In both cases, a minimum number of ballots returned necessary to ratify shall be equal to a quorum at an annual meeting.
Section 5 – ROBERT’S RULE OF ORDER: When any rules or regulations are not provided for in the bylaws, Robert’s Rules of Order will prevail.
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