NORTH AMERICAN ROCK GARDEN SOCIETY
CONSTITUTION AND BY-LAWS
(As amended: May 5, 1994; May 16, 1997; June 26, 1999; July 26, 2000; March 13, 2009;
July 12, 2010; May 5, 2013; December 21, 2014, April 27, 2017; July 15, 2020)
ARTICLE I - NAME
The name of this Society shall be the North American Rock Garden Society.
ARTICLE II - PURPOSE
The purpose of the Society shall be to encourage and promote:
The cultivation, conservation and knowledge of rock garden plants, their value, habits and
geographic distribution.
Interest in good design and construction of rock gardens, crevice gardens, and container gardens.
Image capture and display, especially of plants and plant habitats.
Meetings and exhibitions.
Plant explorations and introduction of new species and forms.
Study of history and literature on the subject.
Acquaintance between members and groups with the resultant mutual exchange of experience
and knowledge.
ARTICLE III - MEMBERSHIP
SECTION 1. There shall be five classes of membership: Individual, Patron, Household,
Honorary and Institutional.
SECTION 2. Individual Members shall be those who are interested in rock gardening and pay
the requisite dues.
SECTION 3. Patrons shall be those who are interested in furthering the purposes of the Society
and pay Patron dues.
SECTION 4. Household members shall be two members (either Individual or Patron), who are
interested in rock gardening, reside at the same address and pay Household membership dues for
such Household, but only receive one copy of the Quarterly for such Household
SECTION 5. Honorary Members shall consist of such outstanding persons in the horticultural
world as may be selected by the Board of Directors. They shall have all the other privileges of
membership except that they shall have no vote in the affairs of the Society.
SECTION 6. Institutional Members shall be herbaria, botanical gardens, or institutions of higher
learning and research that pay the requisite annual dues. They shall have all the other privileges
of membership except that they shall have no vote in the affairs of the Society.
SECTION 7. Life Members are those who paid life membership dues prior to 2017. While such
memberships are no longer available, existing Life Members retain their benefits.
SECTION 8. Only members in good standing shall be eligible to hold any position in the
Society.
SECTION 9. All Members of the Society, except as otherwise stated in these By-Laws, shall
receive the official organ of the Society, the Rock Garden Quarterly and other publications of the
Society that shall be authorized by the Board of Directors.
ARTICLE IV - DUES
SECTION 1. Dues shall be levied as established by the Board of Directors. There can be
different dues levels within each class of membership, based on geographic location or other
factors.
SECTION 2. Honorary Members shall not be required to pay annual dues.
SECTION 3. Any member who shall be delinquent in dues for more than three months shall
forfeit his/ her membership in the Society.
ARTICLE V - MEETINGS
SECTION 1. Robert's Rules of Order (newly revised) shall govern the conduct of all meetings of
the Members, Board of Directors and the Administrative Committee
SECTION 2. An Annual Meeting for the conduct of business shall be held at a time and place
specified by the Administrative Committee.
SECTION 3. Special Meetings for the conduct of business may be held at the call of the
President, or upon the written request of five members of the Board of Directors, or upon written
request to the Recording Secretary of twenty five Members of the Society, provided that such
request shall state the reason for the meeting.
SECTION 4. Written notice, by mail or delivered by digital means, of the Annual Meeting and
of the special meetings for the conduct of business shall be issued to all members at least thirty
days in advance of said meeting, or at least ten days in advance of any said meeting to be held by
digital means.
SECTION 5. Only members in good standing shall be entitled to vote at meetings of the Society.
SECTION 6. Fifty members shall constitute a quorum for the transaction of business at any
regular or special meeting of the members.
SECTION 7. Ten members of the Board of Directors shall constitute a quorum for the
transaction of business at any duly called Board of Directors' meeting. Board members who
participate in a meeting remotely via telephone or other digital means shall be considered present
for determining a quorum and for voting during the meeting.
SECTION 8. Binding decisions of the Board of Directors require votes from at least a quorum of
Board members and may be made only at the Annual Meeting, at special meetings called for a
specific purpose under the provisions of Article VIII, Section 1, or by ballot via mail or digital
means
SECTION 9. At the determination of the Board of Directors, any Annual Meeting or special
meeting referred to in Sections 2 and 3 of this Article V shall be held by digital means.
ARTICLE VI - OFFICERS
SECTION 1. The Officers shall consist of a President, a Vice-President, a Recording Secretary
and a Treasurer.
SECTION 2. The officers shall be elected by a majority vote by ballot via mail or digital means.
Terms of office shall begin on July 1 or at the Annual Meeting if the meeting occurs 60 days or
fewer before July 1.
SECTION 3. The President and Vice-President shall serve for a term of two years and may be
elected for a further term of one year, but not more than three years successively. All other
officers shall be elected to serve two years and may be reelected but may not serve more than 4
years consecutively. The incumbent and the elected Treasurer shall have a concurrent period
based on the fiscal year. Only the newly elected Treasurer shall have a vote.
ARTICLE VII - COMMITTEES
SECTION 1. All committees, except the Nominating Committee, Audit Committee and By-Laws
Committee, are tacitly Ad Hoc, serving at the pleasure of the President. Committee members
should have staggered terms and may not serve more than three years, with the exception of the
By-Laws Committee. Committee members then are ineligible for reelection or reappointment to
the Committee for one year. The Board of Directors may ask for annual performance reviews.
SECTION 2 – NOMINATING
Composition - There shall be a Nominating Committee of at least five members of whom one
shall be appointed by the President from among the Board of Directors (elected) to serve as
Chair (the Administrative Director-at-Large excepted). The Chair shall serve for a term of no
more than three years but need not be a member of the Board of Directors during the second or
third year. At least four members of the Nominating Committee will be chosen by the
Chairperson from among the Members of the Society who are not members of the Board of
Directors (elected). These members may serve for a term of no more than three years.
Quorum –Four members of the Nominating Committee shall constitute a quorum. With the
written consent of all the members, the Chairperson may conduct “meetings” in person, or by
phone, mail or digital means; phone votes must be confirmed in writing.
Responsibilities - The Committee shall be responsible for soliciting and receiving nominations
for Directors and Officers. The Committee shall present to the membership a slate of nominees,
as needed, for Directors and Officers. At least one candidate will be included in the slate for each
position to be filled. Additional nominations may be made by the membership. Members may
volunteer for nomination. In all cases, no nomination may be made without the prior consent of
the proposed nominee Brief biographies of the nominees, prepared by the nominees, will be
solicited by the Chair and published in the Quarterly and on the NARGS website at least 30 days
before the election.
SECTION 3 - AUDIT
Composition - There shall be an Audit Committee, appointed by the President, that operates
independently of the Officers and adopts its own rules and procedures including, but not limited
to, size of committee, terms of office, and provisions for continuity. They shall make
recommendations to the President for new members, considering their qualifications.
Responsibilities - The Audit Committee shall audit annually all financial records of the Society
and provide an opinion letter for inclusion in the annual financial report. At its discretion it may
also prepare a management letter for the Administrative Committee.
SECTION 4 - BY-LAWS
Composition - There shall be a By-Laws Committee, appointed by the President, consisting of a
Chair and two other members. There shall be no limit on the terms of these three members. The
By-Laws Committee may conduct “meetings” in person, or by phone, mail or other digital means
as necessary, and is responsible for the preparation and presentation of amendments to these By-
Laws in accordance with the provisions of Article XI.
ARTICLE VIII - BOARD OF DIRECTORS, ADMINISTRATIVE COMMITTEE
SECTION 1. The general policies of the Society, except for those matters requiring a vote of the
Membership by the constitution, shall be established by the Board of Directors consisting of the
Officers, the immediate past President and the nine elected Directors. It shall meet at such times
as may be deemed advisable by the Administrative Committee or at the request of any three
members of the Board. The Board shall have the power to veto any appropriation of monies
voted by the Members of the Society. It shall fill any vacancy that may occur between elections
among the Board of Directors of the Society. It shall have the power to change the date of the
Annual Meeting. It shall request reports from the President, the Recording Secretary, the
Treasurer, the various Committee Chairs, the Executive Secretary and the Managers of
departments. It shall review and approve the annual financial budget. It shall also review and act
on all contracts for appropriation of the Society's funds in amounts of $5,000 or more. It shall
perform all duties usual to its office for the welfare of the Society.
SECTION 2. The Directors shall be elected for a period of three years by ballot via mail or
digital means. Three Directors shall be elected each year. They may be reelected for a second
three-year term but are ineligible for reelection to the Board for the year following their second
term. Terms of office shall begin on July 1 or at the Annual Meeting if the meeting occurs 60
days or fewer before July 1.
SECTION 3. The affairs of the Society shall be administered by an Administrative Committee,
consisting of the President, Vice-President, Recording Secretary, Treasurer and also one Director
who is selected annually from the Elected Directors by the Officers aforementioned. With the
approval of the Board of Directors for contracts of $5,000 or more, it shall annually appoint, or
contract for independent contractor services required for the delivery of Society programs and
services. It shall implement the policies of the Society and advise the officers in the performance
of their duties. It shall not commit or expend society funds in excess of an amount approved
annually by the Board of Directors. It shall refer matters of general policy to the Board of
Directors.
ARTICLE IX - DUTIES OF OFFICERS
SECTION 1. The duties of the President shall be: to preside at the Annual Meeting of the
Society, at any special administrative meetings of the Society and at the meetings of the Board of
Directors and of the Administrative Committee; to call Special Meetings as provided in Article
V, Section 3; to appoint all committees except as specified for the Nominating Committee; to be
ex officio member of all committees except the Nominating Committee and the Audit
Committee and to perform all duties usual to the office.
SECTION 2. In the absence of the President, the Vice-President shall perform the duties of the
President.
SECTION 3. The duties of the Recording Secretary shall be: to keep a record of the proceedings
of the Society, of the Board of Directors, and of the Administrative Committee; to see prepared
and sign all legal and official documents except financial and those assigned to the Executive
Secretary; to render reports to the Board of Directors and at the Annual Meeting; to perform all
other duties usual to the office.
SECTION 4. The duties of the Treasurer shall be: to be responsible for the Society's accounts; to
see that all authorized financial obligations are met in an appropriate fashion; to keep records of
receipts and expenses; to render accounting to the Board of Directors as required; to render a
report at the Annual Meeting; to arrange for the annual financial audit; to perform all other duties
usual to the office.
ARTICLE X - CHAPTER ORGANIZATION
SECTION 1. To further the purposes of the Society, chapters may be organized and affiliated
with the Society. These chapters shall be identified by geographic titles.
SECTION 2. The approval of the Administrative Committee is required for the formation, name
and boundaries of a new chapter.
SECTION 3. Chapter Officers shall consist of a Chairperson and Secretary and such other
officers as the Chapter shall determine. These Chapter Officers shall all be members of the
Society. Any Chapter representative to a meeting shall also be a member of the Society.
SECTION 4. Each active chapter and the name of its chairperson shall be listed in the Society
Directorate appearing in the Rock Garden Quarterly. A chapter failing to hold at least one
general meeting of the Chapter members in one year shall be considered inactive.
SECTION 5. Each chapter shall send to the Society's executive secretary the names of the
officers of the chapter upon their election. Each chapter shall send to the Society's executive
secretary in April an account of its activities during the past year for the purposes of a report to
the Annual Meeting of the Society.
SECTION 6. Procedural rules for the conduct of the activities of a chapter not herein mentioned
shall be determined by each chapter.
ARTICLE XI - AMENDMENTS
SECTION 1 - Any proposal for amending these by-laws shall be made to the Administrative
Committee, which shall then refer it to the By-Laws Committee with suggestions or comments.
The By-Laws Committee shall evaluate the proposed amendment and report back to the
Administrative Committee within 90 days of receiving the proposal. If there is agreement on the
proposed amendment, the Administrative Committee shall bring the proposal to a vote, by one of
the mechanisms provided in Article XI, SECTION 2. In the event that the two committees fail to
agree on a proposed amendment, either committee may bring the amendment to the Board of
Directors or to the membership for a vote, under the provisions of Article XI, Section 2.
SECTION 2 - These by-laws may be amended either
by a two thirds majority vote of the Board of Directors at an Annual Meeting, or by mail or
digital means, provided that written notice has been mailed or delivered by digital means to the
membership thirty days prior to the vote; or
by a two thirds majority vote of the membership at the Annual meeting, provided that written
notice of the proposed amendment(s) has (have) been mailed or delivered by digital means to the
membership thirty days prior to such meeting; or
without the above written notice by a unanimous vote of the membership at the Annual meeting;
or
by ballot via mail or digital means, or a combination of these two, to all members of the Society
in good standing, which, when returned, will be tallied by the Recording Secretary and ratified
by the Administrative Committee. A two thirds majority of those voting within forty-five days of
notice of the proposed change(s) shall be needed to enact them.
ARTICLE XII - CONDUCT
SECTION 1. The Society shall not operate in any manner resulting in financial profit or gain to
its individual members, except those contracted to provide administrative and technical services.
SECTION 2. No member shall hold more than one national office at a time.
SECTION 3. No member shall serve as an Officer or Director and have an ongoing contractual
relationship with the Society at the same time.
SECTION 4. Any Officer or elected Director may be removed for cause by a two-thirds vote of
the members at an Annual or a Special Meeting of the Society, duly called. Voting shall be by
written ballot, counted by tellers named at such meeting by the Chair of the Nominating
Committee or member thereof then present.
SECTION 5. No Officer, elected Director or Manager shall be liable for anything done or
omitted by him/her, so long as he/she shall have acted honestly and in good faith. The NARGS
shall indemnify every Officer, elected Director and Manager against all liability imposed on the
Officer, elected Director or Manager as a result of his/her conduct as Officer, elected Director or
Manager, so long as the Officer, elected Director or Manager acted honestly and in good faith.
NARGS may carry insurance for this purpose.
ARTICLE XIII - ORGANIZATIONAL PROCEDURE
Where the By-Laws differ from Robert's Rules of Order, the By-laws shall prevail.
ARTICLE XIV - DISSOLUTION
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making
provision for the payment of all the liabilities of the corporation, dispose of all of the assets of
the corporation exclusively for the purposes of the corporation in such manner, or to such
organization or organizations organized and operated exclusively for the charitable, educational,
or scientific purposes as shall at the time qualify as an exempt organization or organizations
under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision
of any future United States Internal Revenue Law), as the Board of Directors shall determine.
Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the
county in which the principal office of the corporation is then located, exclusively for such
purposes or to such organization or organizations, as such court shall determine, which are
organized and operated for such purposes.
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