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ARTICLE I - NAME

This Corporation shall be known as the Austin Rose Society, Inc.

ARTICLE II - OBJECTIVES

The objectives of this Corporation are to encourage interest in and cultivation of the rose, to be affiliated with the American Rose Society, the Austin Area Garden Council, Inc. and the south Central District of the American Rose Society, and to spread the love of the rose whenever and wherever possible.

ARTICLE III - MEMBERSHIPS

Section 1. All persons interested in the rose shall be eligible to apply for membership. Applications must be accompanied by one year's dues.

Section 2. Membership dues shall be set by the Board of Directors and approved by the membership.

Section 3. Each member shall be entitled to one vote on all matters brought before the Corporation.

ARTICLE IV - GOVERNMENT

The officers of the Corporation shall be: President, First vice President, Second Vice President, Third vice President, Recording Secretary, Treasurer, Journal Editor, and the Advisory Board.

ARTICLE V - DUTIES

The duties of the officers shall be as follows:

- The president shall be the Executive Officer of the corporation and shall preside over all the meetings of the Corporation and Executive Committee. The President shall be the ex-officio member of all standing committees. All notices of meetings and of business transacted shall be as directed by the President.

- The First Vice President, in the absence of the President, shall preside at all meetings of the Corporation and Executive Committee. The first vice President shall be the Program Chairperson.

- The Second Vice President shall be the Chairperson of the Ways and Means Committee, and shall be in charge of general fundraising for the Corporation.

- The Third vice President shall be Chairperson of the Membership Committee and shall promote membership in the Corporation and the American Rose Society to interested person at all activities sponsored by the Corporation.

- The Recording Secretary shall keep the minutes of all meetings of the Corporation and the Executive Committee.

- The Treasurer shall receive and account for all funds of the Corporation, pay all bills by check and keep funds deposited in a bank approved by the Executive Committee. The Treasurer shall keep records of the membership and the dues paid. The accounts or books shall be open at all times for inspection by the President, Executive Committee, and authorized auditors. An annual report will be prepared as requested by the Executive committee.

- The Journal Editor shall publish an informative newsletter on a monthly basis and mail to the membership. The Journal Editor shall also publish rose show schedules.

ARCITLE VI - BOARDS

Section 1. The Board of Directors shall consist of the Executive Committee and he Advisory Board, and each member shall have one vote.

Section 2. The Executive Committee shall consist of the Officers and the Corporation.

Section 3. The Advisory Board shall consist of the three preceeding pas Presidents who remain active in the Corporation, the Horticulture Committee Chairperson and the Corporation's Representative to the Austin Area Garden Council, Inc.

ARTICLE VII - DUIES OF BOARDS

Section 1. The Board of Directors shall plan the affairs of the Corporation and shall be empowered to transact any business not involving change of objectives of the Corporation.

Section 2. The Advisory Board shall assist the Board of Directors in coordinating the affairs of the Corporation.

ARTICLE VIII - MEETINGS

Section 1. Monthly meetings shall be held on the third Tuesday of the month at the Austin Area Garden Center, unless changed by the Executive Committee and published in advance in the Journal.

Section 2. The Board of Directors shall meet prior to regular meetings unless otherwise provided; time and place to be determined by the President.

ARTICLE IX - ELECTINS AND VOTING

Section 1. A Nominating Committee Chairperson shall be named by the President not later than the February meeting. The chairperson shall select a committee of at least tow other active members and shall present a slate of officers at the March meeting.

Section 2. The officers will be elected at the May meeting and will be installed at the June meeting. Notice of meetings shall be published in the Journal. The members present shall constitute a quorum.

Section 3. At the discretion of the presiding officer, a vote of ayes or nays, or a show of hands will be sufficient, a majority vote of the membership present being required.

Section 4. In the event an elected officer cannot fulfill the obligations of the elected office, the President and Advisory Board will appoint a person to complete the remaining term.

ARTICLE X - COMMITTEES

Section 1. There shall be two types of committees: (1) standing; and (2) special.

Section 2. There shall be the following standing committees of which the Chairpersons shall be appointed by the President. Each must consist of two or more members selected by the respective committee chairman.

A. The Hospitality Chairperson/Committee shall be in charge of organizing refreshments at meetings and other functions.

B. The Rose Show Chairperson/Committee shall have chare of staging the rose shows.

C. The Awards Chairperson/Committee shall nominate candidates for the Austin Rose Society, Inc. service medal and any other awards recommended by the Board of Directors.

D. The Records Chairperson/Committee shall maintain a record of the Corporation's activities.

E. The Publicity Chairperson/committee shall publicize activities of the Corporation, regular meetings, shows and special events, to the extent possible through local newspapers, radio and television.

F. The Horticulture Chairperson/Committee shall coordinate the maintenance activities for the Mabel Davis rose Garden.

Section 3. There shall be the following special committees: Corresponding Secretary, Historian, Nominating, Consulting Rosarian and such other special committees as the President may select.

ARTICLE XI - FISCAL

Section 1. The fiscal year of the Corporation shall be from September 1 to August 31.

Section 2. The Treasurer shall receive and account for all monies of the Corporation and shall disburse its funds promptly on the approval or discretion of the President or the Executive Committee. No appropriation shall be made in excess of the funds actually on hand and no member or group or members shall incur any indebtedness in the name of the Corporation.

Section 3. The President and Treasurer and any other Corporation member the President may appoint shall prepare an annual budget and present it to the Board of Directors by September 1.

Section 4. The President and the Executive Committee shall approve all non-budgeted expenditures in excess of $100.00

Section 5. The President may appoint a Special Auditing Committee who will meet with the Treasurer and audit the books and records upon election of a new Treasurer or at the direction of the Executive Committee.

ARTICLE XII - AMENDMENTS

These Bylaws may be amended or altered or repealed by the membership of the Corporation at any meeting by an affirmative vote of two-thirds of the members present, provided a written notice is published in the Journal prior to the meeting at which such proposed amendment is to be acted upon.

ARTICLE XII - ASSETS

In the event that the Austin Rose Society, Inc. disbands, after paying outstanding debts, all assets will be distributed to the Austin Area Garden council, Inc., a 501(c)(3) corporation, for specific use in the Mabel Davis Rose Garden.