South Carolina Vegetation Management Association

Please click on the link below to view the proposed changes to the SCVMA Bylaws. These changes are highlighted. After reviewing, please send any questions or comments in writing to hnash@scvma.net. All questions or comments received will be forwarded to the board of directors for review at the next scheduled SCVMA board meeting (tentatively scheduled for October 7, 2010).

2010 Proposed SCVMA Bylaws Amendments

SCVMA By-Laws
(Includes revisions approved during the January 2003 Conference)

Bylaws in MS Word Format

Article 1 - NAME

The name of this organization shall be the South Carolina Vegetation Management Association (SCVMA).

Article 2 - POWERS

The powers that this association may exercise shall be those set forth in the bylaws and constitution, and those which are conferred by law.

Article 3 - TAX EXEMPTION STATUS

The Association shall neither have nor exercise any power, now shall it engage directly or indirectly in any activity that would invalidate this status as an association which is exempt from federal income taxation, as an organization described in Section 501, C(6) of the Internal Revenue Code of 1954, or the corresponding provisions of any future United States Internal Revenue law.

Article 4 - DISSOLUTION

Upon dissolution of the Association, its directors shall, after paying or making provisions for payment of all liabilities of the Association, distribute all of the assets of the Association in such a manner, or to such organization(s) organized and operated not for profit, and for the purpose congruous with this Association.

Article 5 - DISTRIBUTION OF EARNINGS

No part of the earnings of the Association shall contribute to the benefit of or be distributable to its members, directors, officers, or other private persons. The Association shall be authorized and empowered to pay reasonable compensation for services rendered, including fees for speakers when necessary.

Article 6 - MEMBERSHIP

All memberships come under the discretion of the Board of Directors. Categories of membership are set by the Board, and can be adjusted at the Board's discretion. Memberships are based on a calendar year. Membership will consist of the following categories:

Corporate Membership. Any organization that is interested in the advancement of the Association. The corporation is entitled to one membership, one individual voting membership, one annual conference registration, and one exhibit booth at the annual conference. Corporate membership dues are $200 per year.
Individual Voting Membership. Any person that is interested in the advancement of the Association. Members in this category are eligible to vote on all Association ballots, serve on the Board of Directors, and serve on Standing Committees. Individual voting member dues are $20 per year.
Student Membership. Individuals enrolled in a university / college curriculum that could lead to a career in the area of vegetation management Student members are not eligible to vote, hold positions on the board of directors or serve on committees of the Association. Student members may serve in an advisory capacity to boards and committees of the Association. Student membership dues are $5 per year.

Article 7 - DIRECTORS AND OFFICERS

The business of the Association shall be managed, conducted and controlled by a Board of Directors, which shall be elected from the voting membership. The Board shall consist of at least thirteen (13) directors, who are all members in good standing with the Association.

To the extent possible, the following categories shall be represented on the SCVMA Board of Directors. The representation shall be inclusive, but not limited to these categories.

Electric, Gas, Communication Utilities

South Carolina Department of Transportation

Municipalities

Natural Resources

Manufacturers/Distributors

University

Contractors

At Large

Advisory

Election of Directors. At the first annual meeting of the Association, 13 active members shall be elected by the voting membership to form the Board of Directors of the Association. The top 5 vote recipients (with exception of the President and the Vice-President) will serve a two-year term. The other Board members will serve a 1-year term. Each year thereafter, members shall be elected at the annual meeting to replace those 8 Board Members whose terms have expired. Ballots will be retained by the Secretary for 1 year.

Officers. The first president will be the person who receives the highest number of votes. In case of a tie, a run-off ballot will be issued. Immediately following board elections, the Board will elect a President Elect (Vice President) from among the 13 remaining members. A secretary, treasurer, or a secretary-treasurer may or may not be elected from the Board. Non-Board members elected to this position do not have authority to vote as a Board member.

Officers will assume responsibility at the close of the annual meeting each year, and hold office for one year, or until a successor is duly elected.

Compensation: Officers and directors shall serve without compensation in performing their regular duties as officers of this Association, except as directed in the bylaws.

Board members may vote by proxy, in situations where they are unable to attend a scheduled Board meeting.

Article 8 - DUTIES OF DIRECTORS

The Board of Directors shall manage and direct the affairs of the Association. This will include:

supervise and control all actions of any committee of the Association;

fill vacancies in positions of directors and officers between annual meetings;

prescribe the duties of directors, officers, and committees of the Association not otherwise prescribed in the Bylaws and Constitution of the Association;

accept and/or reject applications for all categories of membership;

the Board of Directors shall have full power in all matters demanding action between meetings. A report is required to the membership at the next annual meeting for any such action.

the Board of Directors / Officers will meet a minimum of twice annually, with one meeting at the annual meeting. Additional meetings are at the discretion of the Directors and Officers.

Seven members of the Board of Directors shall constitute a quorum at any meeting, thus empowering the group to transact all business.

the Directors shall cause the Association to make and file with the state and federal authorities, all reports and returns as are now hereafter required by law;

at least once a year, the Directors shall insure that an internal auditing committee examines the financial records of the Association and reports these findings to the Directors; and

other than the Treasurer, at least one Board member shall be listed on the Associations banking records and have full access to these accounts.

Article 9 - DUTIES OF OFFICERS

Officers of the Association shall be President, President-Elect, and Secretary-Treasurer.

President: the President shall preside at all membership and Board meetings; along with Board consultation, appoint all committee chairs (except Nominating Committee); is an ex-officio member of all Association committees (except Nominating Committee); shall prepare an annual report of Association activities for the annual membership (in cooperation with other officers). The President is ultimately responsible for directing and managing all business of the Association for the specific term of office. The President is required to serve on the board in an advisory capacity (non-voting) for one year after term has ended.

President-Elect (Vice President): The President-Elect shall assist the President in any and all matters of Association business. In the absence of the President, the President-Elect shall have all powers and discharge all duties of the President. The President-Elect shall serve as the annual conference program chairperson.

Secretary: The Secretary shall keep all minutes of Association meetings, conduct all official correspondence including distribution of minutes to Directors, issue notices of all meetings, be responsible for all membership records, and perform other duties that are consistent with such office.

Treasurer: The Treasurer is custodian of all Association dues and funds, and is responsible for their accounting and disposition; shall prepare an annual financial report for the annual meetings; shall prepare a financial report for all board meetings; is responsible for all reports required by law. The Treasurer is appointed by the Board of Directors, and may or may not be a member of the Board of Directors. If appointee is not a member of the Board, the appointee has no voting rights on the Board.

Terms of Office: Officers will serve for one year, or until their successor is chosen. Terms begin at the end of the annual meeting.

Article 10 - COMMITTEES OF THE ASSOCIATION

The Association recognizes the following as Standing Committees:

Annual Program Committee

Audit Committee

Membership Committee

Nominating Committee

Legislative Committee

Other Committees as needed

Annual Program Committee: this committee will be chaired by the President-Elect, who has the discretion of appointing a co-chair. This committee is responsible for the technical programs at the annual meetings, including local arrangements, technical program content, speakers, setting registration fees, and other activities associated with the annual meeting. Sub-committees could include (but are not limited to) local arrangements, finance, and technical programs.

Audit Committee: two members in good standing are required for this committee. The Treasurer is to serve in an advisory (non-voting) capacity. Their purposes are to perform an internal audit of all financial records of the Association, and to make a report to the membership at the annual business meeting.

Nominating Committee: the Immediate Past-President is chair of this committee. This individual will appoint two other members of the Association to serve on this committee. The principal responsibility of this committee is to secure commitments from members in good standing to fill impending vacancies in Officer or Board member positions.

Legislative Committee: This committee is responsible for monitoring information related to South Carolina legislative issues concerning vegetation management.

Other Committees: the Board of Directors may appoint other committees as needed for specific functions relative to the business of the Association.

Article 11 - MEETINGS

Rules of Order: Meetings of the Association and Board of Directors shall be conducted according to Robert's Rules of Order, Revised, when not inconsistent with Bylaws or Constitution.

Annual Meetings: The Association will hold an annual meeting in January for all members and prospective members. The annual meeting will include a technical program and a business meeting. Other meetings may be held as deemed necessary. Written notice must be provided to membership at least two weeks prior to any official Association meeting.

Order of Business at Annual Association Meetings: the order of business at Association meeting(s) shall be as follows:

determine that a quorum is presen6 (10% of active members, or 20 active members, whichever is greater);

reading minutes of previous meeting;

reports of Officers and Committees;

Special Business;

General Business;

Election of Directors (if necessary);

Installation of Officers (if necessary);

Adjournment.

The order of business may be modified and changed by proper motion and majority vote of membership.

Article 12 - AMENDMENTS

These bylaws and constitution may be amended by a 2/3 vote of the active membership present at any meeting, provided the notice of the proposed amendment has been given in writing to the Secretary and transmitted to active members thirty days before the meeting.

Article 13 - MISCELLANEOUS PROVISIONS

The Association is a non-profit organization and shall be financed by membership dues, fees, donations, and other means as authorized by the Board of Directors.

Expenditures: Expenditures necessary for conducting business of the Association exceeding $1,000 must be authorized by the Board of Directors.

Fiscal Year: the Fiscal Year shall be from July 1 to June 30.

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