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ARTICLE I - NAME AND ORGANIZATION
Section 1. The name of
this organization shall be the “Deep South District” (DSD) of
the American Rose Society (ARS).
Section 2. The DSD shall
be a division of the ARS, a corporation organized under the laws
of the State of Louisiana on July 1, 1975. In case of conflict
between these Bylaws and the ARS Bylaws, the ARS Bylaws govern.
Funds and assets of the District are the property of the ARS.
ARS has been qualified as an
organization exempt from federal income tax under the
United States Internal Revenue Code of 1986 (IRC), Section 501
(c) (3), (Revised October 2004.) and is operated exclusively
for educational and charitable purposes. As a division of
ARS, the DSD is qualified as an organization exempt from
federal income tax and nothing in these Bylaws shall be
construed in a manner that is inconsistent with the above-cited
Internal Revenue Code.
Section 3. In the event
of dissolution assets and funds of the (DSD) shall be
transferred to the ARS as directed by the Board of Directors of
the ARS, provided, however, that all such assets and funds shall
remain the property of the ARS, or a division, or an
incorporated charitable affiliate thereof.
Section 4. The
operations of the DSD shall be governed pursuant to the
provisions contained in these Bylaws.
ARTICLE II - OBJECTIVES
Section 1. The primary
objective of the DSD is as stated in the Articles of
Incorporation of the ARS; the encouragement of agriculture and
horticulture and the increase of general interest in the
cultivation and improvement of standards of excellence of the
rose for all people.
Section 2. The secondary
objective of the DSD shall be sponsorship of an annual district
membership meeting, sponsorship of an Annual District Rose Show,
encouragement of membership in the ARS, and formation of new
rose societies affiliated with the ARS and the DSD.
ARTICLE III - MEMBERSHIP
Section 1. The membership shall consist of all members of
the ARS residing within the geographical
boundaries (the States of Alabama, Florida and Georgia) of the
DSD as prescribed by the
Board of Directors of the ARS.
Section 2. Only DSD
members who are also members of ARS in good standing shall have
voting privileges in DSD elections or Council Meetings and only
such members shall serve as DSD Officers or on DSD Committees.
ARTICLE IV
– OFFICERS
Section 1. The elected
officers of the DSD shall be:
The District Director elected
triennially under balloting administered by the ARS National
Headquarters in accordance with ARS Bylaws, Article XVI. The
term of office of the District Director shall be those terms
established by the ARS Bylaws. The District Director is an
elected official of the ARS and is subject to the Bylaws of that
organization. A nominee for District Director must be an ARS
member residing in the District and must have served in the past
as District Director, Vice-Director, Treasurer, Secretary, DSD
Member of the National Nominating Committee, President of a
local ARS affiliated society, Chair of a DSD Committee or Chair
of a National, District or local Society Rose Show.
The Vice-Director, DSD Member of the ARS National Nominating
Committee, Treasurer
and Secretary elected triennially by the District Council
according to the DSD Bylaws. Terms
of these officers shall run concurrent with the term of the
District Director. The Vice-Director, Secretary and Treasurer
shall be eligible to succeed themselves for only one additional
three-year term. The term of the DSD Member of the National
Nominating Committee shall be those terms established by the ARS
Bylaws. Candidates for these offices shall be nominated by a DSD
Nominating Committee appointed by the District Director. These
officers shall be elected at the District Council Meeting that
immediately follows the ARS Triennial Election of the District
Director. All DSD officers shall assume their duties of office
at the conclusion of this DSD Council Meeting.
ARTICLE V - MANAGEMENT
Section 1. The Chief
Executive Officer of the district shall be the District
Director. The District Director shall perform duties specified
in the ARS Bylaws and shall attend at least one ARS National
Convention per year.
Section 2. The
management of the affairs of the DSD shall be directed by a
Board of Directors of the district, which shall consist of the
District Director, Vice-Director, Secretary, Treasurer, and the
District Member of the National Nominating Committee. The
District Director shall be Chair of the Board. The Board of
Directors shall have the authority to supervise and direct the
affairs of the District and shall have the authority to
formulate fiscal year (January 1st through December
31st) budgets for the necessary expenditures of the District. It
may adopt rules and procedures for the conduct of business as it
deems advisable but not in conflict with these Bylaws or the ARS
Bylaws.
Section 3. There shall be a District Council, which
shall consist of one delegate (and an alternate) duly appointed
or elected by each local society within the DSD. The name of the
delegate (and the alternate) shall be registered with the
District Secretary by the society president, or a member of its
board of director’s 30 days prior to the annual Convention.
Local societies shall be responsible for replacing delegates
(and alternates) who cannot serve as a delegate for any reason.
The District Council shall meet at the annual District
Convention and Rose Show. The District Council shall meet at the Mid-Winter Conference unless no Mid-Winter Conference is held due to unavailability of either a local society or a team created from multiple societies to sponsor and operate the event. In such case, the meeting will be held at the following Fall Convention. If neither a Mid-Winter Meeting nor a Fall convention can be scheduled, then a Business Meeting Package shall be prepared by the Board of Directors and sent to delegates a minimum of 30 days prior to October 1st of the year. In the period between October 1st and October 31st delegates may comment on the questions by e-Mailing all delegates their inputs. On November 1st each delegate shall then send (by e-Mail) the local societies votes on the questions to be sent to the District Director. The district Director will present the results in the next issue of the DSD Bulletin. A quorum shall consist of a majority
of the delegates of the local societies within the DSD. Each
society shall have one vote in the District Council. The
District Council shall make advisory recommendations to the
District Board of Directors. The District Director shall
preside over all meetings of the District Council.
Section 4. The Board of Directors shall meet immediately
after each annual District Council meeting and may have
additional meetings in person, by conference telephone call,
telecommunications or writing. A quorum shall consist of a
majority of the Board of Directors.
Section 5. The DSD Secretary
shall keep records of all meetings of the Board of Directors
and the District Council, including a record of all votes. The
Secretary shall notify ARS of the names and addresses of newly
elected district officials. The Secretary shall maintain records
of the names and addresses of all officers of each society
within the DSD.
Section 6. The District
Treasurer shall maintain a General Fund bank account in the name
of the American Rose Society, Deep South District. All funds
received shall be deposited directly into that account. All
checks and orders for the payment of General Fund monies shall
be signed by any two of the following: District Director,
Vice-Director and Treasurer. All expenditures other than
those for payment of the District Bulletin expenses shall be
made pursuant to a budget approved by the Board of Directors.
Fund records shall be maintained in accordance with generally
accepted accounting standards. The District Treasurer shall
provide to the Treasurer of the ARS such financial information
as may be requested. The District Treasurer shall also provide
the District Board of Directors, the District Council and the
District Audit Committee such financial information as may be
requested.
Section 7. “Robert’s Rules of Order. Revised”, shall
govern the DSD in all cases to which they are applicable and in
which they are not inconsistent with these Bylaws.
ARTICLE VI - COMMITTEES AND
CHAIRS
Section 1. All District committee Chairs and members
shall be appointed by the District Director except for the
District Awards Committee. Committee members shall serve for one
three-year term to run concurrently with the term of the
District Director. They shall be eligible to succeed themselves
for only one consecutive, additional three-year term if
reappointed.
Section 2. There shall be a standing Awards Committee
that shall consist of the duly elected District Member of the
National Nominating Committee, plus one ARS member
representative elected or appointed by each affiliated society
in the district. All members of the committee shall serve for a
term of approximately three years, corresponding with the term
of office of the District Member of the National Nominating
Committee. The Awards Committee shall carry out such functions
as are specified by the Bylaws of the ARS and DSD. The Committee
shall solicit nominations and select the recipient of the
District Silver Honor Medal by Committee vote.
Section 3. The District Director
shall appoint a District Chair of Consulting Rosarians (CRs) who
shall be responsible for administration of a Consulting
Rosarians' program for the DSD. The Chair shall be a Consulting
Rosarian. The Chair shall be responsible for screening and
proposing candidates as CRs, for establishing a CR coordinator
program in each local society, for maintaining an up to date
list of CRs in the DSD, for organizing CR seminars and for
carrying out such other tasks relating to CRs as may be directed
by the District Director. The Chair shall perform all the duties
specified in the American Rose Society “Consulting Rosarian
Manual”.
Section 4. The District
Director shall appoint a District Chair of Horticulture Judges
who shall be responsible for administration of a program for the
continuing education of Horticulture Judges within the DSD. The
Chair shall be an accredited Horticulture Judge. The Chair will
accomplish other duties outlined in the American Rose Society
“Guidelines for Judging Roses”.
Section 5. The District Director
shall appoint a District Chair of Rose Arrangements Judges who
shall be responsible for administration of a program for the
continuing education of Rose Arrangements Judges within the DSD.
The Chair shall be an accredited Arrangement Judge. The Chair
will accomplish other duties outlined in the American Rose
Society “Guidelines for Judging Rose Arrangements”.
Section 6. The District Director shall appoint a District
Nominating Committee which shall be responsible for nominating
at least one candidate for each elective district office, other
than that of District Director. Nominations for elected offices
may also be made by delegates from the floor at the District
Council Meeting. The Nominating Committee shall also assist the
District Director in selecting candidates for appointment to
district committees. The terms of appointment of all committee
members shall coincide with the term of the District Director.
Section 7. The District
Director may appoint such additional chairs or committees as may
be necessary or appropriate to carry out the objectives of the
district.
ARTICLE VII – VACANCIES
In the event of death,
incapacitation or resignation of an elected officer or an
appointed committee member of the DSD, vacancies shall be filled
as follows:
Section 1. District
Director
The Vice-Director shall
immediately fill the office of the District Director for the
remainder of the uncompleted term of the District Director as an
Interim District Director. The successor is eligible to serve
two full terms after serving out the unexpired term of his or
her predecessor, if elected in the next ARS triennial election.
(Reference: ARS Bylaws, ARTICLE XVII, VACANCIES, Section 4) In
the event of the death, incapacitation or resignation of the
Interim District Director, the DSD Member of the National
Nominating Committee shall be the Interim Director and complete
the remainder of the term of the District Director.
Section 2. District Vice-Director, DSD Member of
the National Nominating Committee,
Treasurer and Secretary
The Board of Directors shall
appoint a replacement to complete the remainder of the term of
the vacated office and may ask the Nominating Committee for
nominees. If it is necessary to appoint the District
Vice-Director, the Treasurer or the Secretary, the successor is
eligible to serve two full terms after serving out the unexpired
term of his or her predecessor. If it is necessary to appoint a
DSD Member of the National Nominating Committee, the successor
is eligible to serve two full terms after serving out the
unexpired term of his or her predecessor. (Reference: ARS
Bylaws, ARTICLE XVII, VACANCIES, Section 4)
Section 3. Committee
Members and other Appointees.
The District Director shall
appoint a replacement to complete the remainder of the term of
the vacated office.
ARTICLE
VIII – FUNDS
Section 1. The District
Director shall ask each ARS local society in the DSD to make an
annual voluntary contribution to the General Fund to help meet
expenses of the DSD. The Board of Directors shall determine the
amount to be requested from the local societies.
Section 2. Each host
society(s) of a DSD function, such as a DSD District Convention
and Rose Show and the DSD Mid-winter Meeting, shall remit 35
percent of the net profit and accounting records of the function
to the DSD Treasurer within 30 days following the function. In
case of a loss, the host society(s) shall be fully responsible.
Section 3. All DSD
Committees that manage any DSD educational, recreational or fund
raising function, where fees are charged or any monetary
collections made, shall remit the net profit and accounting
records of the activity to the DSD Treasurer within 30 days
after the last day of the function.
ARTICLE IX – MEETINGS
Section 1. There
shall be at least one (1) annual District Convention and Rose
Show assuming a host society commits to the event, if no society is available the meetings will proceed as described in Article V Section 3.
The annual District
Convention and Rose Show shall be held at the time of year set
by the host society with the approval of the District Director.
Notice shall be published in the DSD Bulletin at least 45 days
before the date of the District Convention and Rose Show.
Section 2. The District
Council shall meet in open session during the annual District
Convention or as described in Article V Section 3.
ARTICLE X- AMENDMENTS TO BYLAWS
Section 1. These Bylaws may be amended by a two-thirds
vote of the District Council delegates present and voting at an
annual meeting of the District Council, provided that notice of
the proposed amendment is duly given. Notice of a proposed
amendment shall be given not less than thirty days nor more than
one hundred and eighty days prior to the meeting by publication
in the DSD Bulletin or distributed to each member society in the
DSD.
Section 2. These Bylaws, and any future amendments,
shall not become effective until approved by the Board of
Directors of the American Rose Society.
APPROVED BY DISTRICT COUNCIL
November 4, 2006, Jacksonville, FL
District Bylaw Committee:
Forrest D. Hale, Sr, Chair,
Karen Prevatt, Jim Harrell,
Oline Reynolds,
District Director
APPROVED BY ARS BOARD OF
DIRECTORS January 12, 2007
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