MCBA Bylaws
Contents
1 CONSTITUTION and BYLAWS of MEDINA COUNTY BEEKEEPERS ASSOCIATION
o 1.1 Article I - Mission and address
o 1.2 Article II – Membership: Active, Honorary, and Lifetime
o 1.3 Article III – Board of Directors Duties
o 1.4 Article IV – Guidelines of the Board of Directors
o 1.5 Article V – Board of Directors: terms of office, vacancies, compensation, indemnification, voting
o 1.6 Article VI – Meetings and Meeting Sites for Board and Membership
o 1.7 Article VII - Committees
o 1.8 Article VIII - Amendments
o 1.9 Article IX - Net earnings
o 1.10 Article X - Dissolution
o 1.11 Article XI – Non-Discrimination
o 1.12 Signatures
o 1.13 Footnotes
CONSTITUTION and BYLAWS of MEDINA COUNTY BEEKEEPERS ASSOCIATION
revised April 2016
Article I - Mission and address
Section 1. The name of the association is “The Medina County Beekeepers Association.”
Section 2. The mission of this Association shall be to promote beekeeping generally, to broaden the knowledge of beekeeping among its members and to foster the best practices and techniques in apiary management.
Section 3. The place in this state where the principal office of the Corporation is to be located is the City of Medina, Medina County.
Section 4. Said corporation is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 5. MCBA shall maintain a mailing address independent of any member for all official correspondence.
Section 6. The MCBA’s fiscal year is January 1 to December 31 each year.
Section 7. The names and addresses of the persons who are the initial directors of the corporation are as follows:
Name <to be filled in upon incorporation> Address ______________
Name _____________________________________ Address ______________
Name _____________________________________ Address ______________
Name _____________________________________ Address ______________
Name _____________________________________ Address ______________
Name _____________________________________ Address ______________
Name _____________________________________ Address ______________
Article II – Membership: Active, Honorary, and Lifetime
Section 1. The membership shall consist of beekeepers and others interested in beekeeping or allied activities.
Section 2. Active Membership: The privilege of membership in the Association shall be accorded upon payment of the membership fee.
Section 3. Honorary Membership: Any person may be elected to honorary membership by a two-thirds vote of members present at any regular meeting. Honorary members are not eligible to vote in membership votes of the MCBA.
Section 4. Lifetime Membership: Certain members may be nominated for lifetime membership in recognition of their long-term commitments and contributions to the Association. Upon nomination, the member must be elected to lifetime membership by a two-thirds vote of members present at any regular meeting. Lifetime members are exempt from the payment of the annual membership fee, but have the right to vote the same as an Active Member.
Section 5. Membership fee: The membership fee shall be payable January 1 to the Treasurer. Membership may begin any month. Fees paid during the interim carry to December 31st. No partial-year dues are accorded.
Section 6. Dues Changes: Any changes in the annual membership fee shall be proposed by the Board of Directors and subject to approval by a majority of members at any monthly member meeting during the business portion of the meeting.
Article III – Board of Directors Duties
Section 1. Officers: The officers shall be a President, a Vice-President, a Secretary, a Treasurer and three Directors-at-Large.
Section 2. President: The President shall have general supervision of the Association. He/she shall preside at all meetings of the Association and of the Board of Directors. He/she shall appoint such committees as are specified in the Constitution.
Section 3. Vice-President: The Vice-President, in the absence of the President, shall perform the functions of the office of President. The Vice-President shall also serve as Program Director, coordinating the speaker schedules, striving to make all meetings interesting and educational and arranging and conducting field meetings.
Section 4. Secretary: The Secretary shall attend and keep a full record in writing of all meetings. He/she shall conduct the correspondence under the direction of the President and shall give or cause to be given notice of all meetings.
Section 5. Treasurer: The Treasurer shall receive all monies and deposit same to the credit of the Association in such depository as may be designated by the Board of Directors. He/she shall collect membership fees, record paid fees and give receipts to paid members as requested. He/she shall disburse funds in accordance with the budget as approved or amended by the Board of Directors. The Treasurer shall report to the Finance Committee.
The Treasurer shall maintain the books for the organization. The books are open to review by any member at a time and place convenient to the Treasurer with one other member of the Board of Directors or as set by the President. The Treasurer shall prepare the annual budget for approval by the Board of Directors at the first meeting of that group after the first of the year. The Treasurer shall submit reports of activities, and of the financial status of the Association at the annual meeting.
Section 6. Directors-at-Large: It is the responsibility of the Directors-at-Large to represent all members. The Directors-at-Large shall comprise the Finance Committee along with two active members from the general membership.
Article IV – Guidelines of the Board of Directors
Section 1. Officers: The Board of Directors shall consist of all officers: The President, Vice-President, Secretary, Treasurer and three Directors-at-Large.
Section 2. Routine Business: The Board of Directors shall meet at the call of the President, and shall have the power to transact all routine business of the Association.
Section 3. Financial Responsibilities: The Board shall authorize the expenditure of all money by and for the Association, shall have the power to make contracts in the name of the Association and shall have supervision over all special departments as may hereafter be provided for.
Section 4. Financial Restraint: No Officer or Director shall have the authority to borrow money for the MCBA without the approval of a majority of the Board of Directors.
Article V – Board of Directors: terms of office, vacancies, compensation, indemnification, voting
Section 1. Terms of Office: The President, Vice-President, Secretary and Treasurer shall serve for terms of office of two years and may not serve in that office for more than three successive terms. The Directors-at-Large serve for a term of three years and may not serve in that office for more than two successive terms.
Section 2. Nominating Committee: At the September monthly membership meeting each year the President shall appoint a Nominating Committee of three members from the membership who shall present their nominations at the October meeting for President, Vice-President, Secretary, Treasurer and one Director. No current Officers may serve on the Nominating Committee. These, together with any nominations made from the floor will be voted upon at the November membership meeting. The candidate receiving the greatest number of votes for each office shall be duly declared elected and shall assume his/her duties at the start of service at the January meeting.
Section 3. Board Vacancies: Vacancies shall be filled by appointment of the Board of Directors to complete the balance of a term.
Section 4. Eligibility for Board of Directors:
- Immediate family members of current Board members may not be nominated, or elected to the MCBA Board while their family member sits on the MCBA Board.
- Members in good standing with the MCBA may run for a Board member position (Officer or Director At Large) after membership in the MCBA for one year.
Section 5. Removal and Resignation: Any MCBA Officer or Director may be removed by a two-thirds majority vote of the members at any regular or special meeting of the members. An Officer may resign at any time upon written notice to the MCBA Board. The Board of Directors may seek the resignation of a Board member who is unable to perform their duties due to lack of attendance at Board meetings, or inability to perform their duties.
Section 6. Fees and Compensation: Directors and Officers shall not receive any salary for their services.
Contracted services: A conflict of interest arises when Board members are paid for services unrelated to their Board of Directors’ position, but in provision of services to the Club. The MCBA Board may choose to contract the services of a Board member for work such as accounting, tax preparation, meeting speaker, beekeeping education, and similar. However, this creates a conflict of interest as a Board member is “benefiting from association” on the Board. Contract services for work benefiting the MCBA must be written, signed by all parties, and based on the MCBA Board approved budget. If the MCBA Board contracts services from a current Board member,
- all Board members must acknowledge the conflict of interest, and have it recorded in the meeting minutes,
- the Board member providing the contracted services, must recuse themselves from the Board vote pertaining to the contract;
- the Board will vote on such contracted services in a closed door session without the Board member in question present in the room.
Section 7. Indemnification of Directors and Officers: When a person is sued, either alone or with others, because he/she is or was a Director or Officer of MCBA, or of another organization serving at the request of the MCBA, in any proceeding arising out of his/her alleged misfeasance or nonfeasance in the performance of his/her duties or out of any alleged wrongful act against the MCBA or by the MCBA, he/she shall be indemnified for his/her reasonable expenses, including attorney’s fees incurred in the defense of the proceeding, if either of the following condition exists:
- The Board of Directors finds that his/her conduct fairly and equitably merits such indemnity.
- No Director of the MCBA shall be held personally liable to the MCBA for breach of fiduciary duty as a Director, provided that this provision shall not eliminate or limit the liability of a Director:
- For any breach of the Director’s duty of loyalty to the MCBA or its Directors,
- For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
- Under the provisions of the laws of the State of Ohio, and any amendments thereto, or
- For any transaction from which the Director derived an improper personal benefit.
Article VI – Meetings and Meeting Sites for Board and Membership
Section 1. Annual Meeting: The annual meeting of the Association shall be held at the first meeting in January.
Section 2. Non-routine Meetings: Special or field meetings may be held at any time upon deliberation at open meeting, or upon the call of the President or Board of Directors. Non-routine business may be proposed by the Board or by any member of the Association in good standing at any scheduled meeting of the Association and shall be approved upon majority vote of the members in attendance.
Section 3. Quorum: A quorum of the Board of Directors shall be not less than four members. A quorum of any membership meeting of the Association shall consist of not less than 25% of the members in good standing. If a quorum is not met the vote shall be called at the next monthly meeting, or may be called at a special meeting especially if the issue is time sensitive.
Section 4. Venue: The Board of Directors of the MCBA will determine the meeting site for the monthly meetings, and all field days, and special events. The meeting site must allow the MCBA to adhere to its nondiscrimination policy. The bee yard, and field days may not be accessible to all members due to the soil types, distance from parking, limited parking, and/or being held on private land.[1]
Article VII - Committees
Section 1. The President shall appoint the following Standing committees:
- Social
- Fair Committee
- Bee Yard Committee
- Communications
- Finance Committee
- By Laws Committee
The Social committee shall provide and conduct special events and entertainment for regular and special meetings, and secure and serve refreshments for regular meetings.
The Fair Committee shall coordinate the Association’s participation in the Medina County Fair. It has specific responsibility for setting prices, organizing decorations and cleanup, scheduling staffing and teardown.
The Bee Yard Committee shall manage the club’s hives and report regularly on their status.
The Communications Committee shall publish regular notices of meetings and other beekeeping information to members and to the public at large through channels such as the newsletter and website. The Communications Committee shall be chaired by the Editor.
The Finance Committee shall assist the Treasurer in developing the annual budget in November/December for the next calendar year; they shall review the Treasurer’s books prior to the annual meeting, and also upon the Treasurer's retirement from that office. The Finance Committee will meet quarterly providing oversight and assistance to the Treasurer in managing the MCBA budget.
The By Laws Committee shall be created as needed, but with a mandatory review every five years to review and/or update the By Laws. The By Laws Committee shall be comprised of active members of the MCBA.
Section 2. Additional committees may be appointed by the President as required.
Article VIII - Amendments
Section 1. This Constitution, Articles of Incorporation, and/or Bylaws may be changed at any regular business portion of a monthly member meeting by two-thirds of eligible members present, provided such changes are submitted to all members in writing not later than the regular monthly member meeting prior to the date when they are voted upon.
Article IX - Net earnings
Section 1. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Five, Section 8 hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.[2] Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on:
- by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or
- by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.
Article X - Dissolution
Section 1. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction 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 said Court shall determine, which are organized and operated exclusively for such purposes.
Article XI – Non-Discrimination
Section 1. The Medina County Beekeepers Association does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to, hiring and firing of staff, selection of volunteers and vendors, and provision of services. We are committed to providing an inclusive and welcoming environment for all members, staff, volunteers, subcontractors, vendors, and service population.[1]
Signatures
<Signature block to be completed upon incorporation>
In witness whereof, we have hereunto subscribed our names this ____ day of ____, 20__
IN WITNESS WHEREOF, the undersigned, being the Incorporators of Medina County Beekeepers Association and the initial directors named in these Articles of Incorporation on _____________________, 20___.
INCORPORATORS
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Footnotes
[1] Field Days and Bee Yards: Beekeeping is an inherently physical activity conducted in natural and/or agricultural settings. The ability to participate in field days and bee yard events will be in accordance with industry practice.
[2] Please note: Any nonprofit can advocate and educate based upon its mission. As a membership organization, advocacy and education relative to local or state legislation or regulation which affects the membership (beekeepers and beekeeping) may be practiced by the nonprofit. No more than 20% of the budget of a $500K revenue nonprofit may be expended for advocacy and education to legislators and regulators in order to maintain nonprofit status. See IRS guideline at https://www.irs.gov/Charities-&-Non-Profits/Measuring-Lobbying-Activity:-Expenditure-Test
