By-laws

By-Laws Of Massachusetts Flower Growers’ Association, Inc.

ARTICLE I
Name and Fiscal Year

Section 1. Name. The name of the corporation shall be Massachusetts Flower Growers’ Association.

Section 2. Fiscal Year. The fiscal year shall commence on July 1 of each year.

ARTICLE II
Membership

Section 1. Membership. Membership shall be open to all persons within the Commonwealth of Massachusetts who own or lease 1,000 square feet or more of ground space devoted to the wholesale and retail commercial production of flower products. Applicants shall be admitted to membership by a majority vote of the board of directors, upon written application and upon satisfaction of such requirements as may be established from time to time in advance by the board of directors. Each member shall receive a membership package. Membership is not transferable. Designated representatives of member organizations shall be entitled to attend meetings of members of the association and vote on matters of the association at such meetings, hold elective office and participate in all activities as determined by the board of directors.

Section 2. Dues. The board of directors shall set the amount and date of payments of annual dues, fees and assessments, if any, subject to the approval of the membership at the annual meeting or a special meeting called for the purpose.

Section 3. Duration of Membership. Membership in the association shall be renewed annually upon payment of annual dues and compliance with such other requirements as may be determined by the directors. The board of directors shall confirm the membership of the members and the names and addresses of their representatives at the annual meeting or a special meeting called for such purpose.

Section 4. Removal and Resignation. Any member may be removed or suspended by two-thirds vote of the board of directors present at a regularly scheduled board meeting. The member is entitled to be notified of the proposed removal and shall be given at least seven (7) days notice of the proposed removal and the reasons. The notice of the proposed removal is given in the notice of the board meeting. The member shall be given the opportunity to be heard at the board meeting if a formal written request is provided prior to the board meeting. Any member may resign at any time by giving notice of resignation in writing to the clerk.

Section 5. Representatives of Members. Each member organization shall designate annually in writing one person who shall serve as representative of the member organization. Each member organization may also designate a second person who shall serve as its alternate representative. The representative, or in his absence, the alternate representative, shall have full power and authority to act for the member organization for all purposes in connection with the association.

ARTICLE III
Meetings of the Members

Section 1. Meetings. There shall be at least two meetings of the members each year, one of which shall be the annual meeting to be held on the third Tuesday in February each year or as otherwise determined by the board of directors at an hour to be determined by the board, and shall be called by the president, treasurer or secretary/clerk or any director. The annual meeting shall be held at such place within or without Massachusetts as is named in the call. In the event the annual meeting is not held on such date, a special meeting in lieu of the annual meeting may be held with all the force and effect of an annual meeting.

Section 2. Special Meetings. Special meetings of the members may be called by the president or by any director, and shall be called by the president, or in the case of the death, absence, incapacity or refusal of the president, by any other officer, upon written application of three or more members entitled to vote thereat; special meetings of the members shall be held at such place within the United States as is named in the call.

Section 3. Notice. All meetings of the members shall be called by giving seven (7) days written notice to each member stating the place, day and hour for the meeting. Notice of any meeting shall state that it is such, but need not specify the purpose of the meeting. The notice of meetings shall be deemed given when mailed postage prepaid or personally delivered to the member at his post office address on file with the secretary/clerk. Whenever notice of a meeting is required to be given a member under applicable law or these by-laws, a written waiver thereof, executed before or after the meeting on behalf of such member and filed with the records of the meeting, shall be deemed equivalent to such notice. Notwithstanding the foregoing, notice of any change of the date fixed in the by-laws for the annual meeting shall be given to all members at least twenty days before the new date fixed for such meeting. No change in the date fixed in the by-laws for the annual meeting shall be made within 60 days before the date stated in the by-laws.

Section 4. Quorum. A majority or if less, ten (10) members shall constitute a quorum, but a smaller number may adjourn from time to time without further notice until a quorum is present.

Section 5. Voting. Each member shall be entitled to one vote. A majority of a quorum of the members may decide any question brought before the meeting except where a larger vote may be required by law or these by-laws. The representative, or, in his or her absence, the alternate representative, shall exercise the vote of each member organization. In the absence of both the representative and the alternate representative, a designee shall exercise the vote of each member, provided that such designee bear a writing authorizing him to so act for such member, in a form satisfactory to the secretary/clerk or assistant clerk.

Section 6. Action by Consent. Any action required or permitted to be taken at any meeting of the members may be taken without a meeting, if all the members consent to the action in writing (email responses permitted) and the written consents are filed with the records of the meetings of members. Such consents shall be treated for all purposes as a vote at a meeting.

Section 7. Proxies. A member of the corporation may be present and a vote by written proxy provided the action voted on may be properly taken by the members and is generally described in the notice of the meeting. A proxy purported to be executed by or on behalf of a member shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

ARTICLE IV
Associate and Honorary Members

Section 1.a Definition. Associate membership shall consist of persons, associations or organizations in the floricultural industry and other interested persons, associations or organizations who do not otherwise qualify for membership, who meet such criteria as the board of directors deems appropriate; provided, that such criteria for association are set forth in writing and further the purposes of the association. The board may define one or more classes of associate members.

1.b Definition. Honorary membership may be extended to individuals as determined by the board of directors. The board may define one or more classes of honorary members.

Section 2. Duration of Status as Associate or Honorary Members. Membership as an associate member shall be renewed annually upon payment of annual dues and in compliance with such other requirements as may be determined by the board of directors. Honorary memberships shall be reviewed by the board of directors as deemed appropriate.

Section 3. Rights of Associate and Honorary Members. Associate members shall have such rights and responsibilities as determined from time to time by the board of directors. Associate members are not eligible to vote. Honorary members shall have the right to attend association events but will not have the right to vote.

ARTICLE V
Board of Directors

Section 1. Powers. The general management of the affairs of the association shall be vested in a board of not less than ten (10) directors.

Section 2. Election, Term of Office and Vacancies. The first board of directors shall be those persons listed in the articles of organization and the term of office of each such director shall be as designed by the incorporator. Four fifths of the directors shall at all times be representatives or alternative representatives of members. A director shall hold office until the third annual meeting of his or her election and until his or her successor is duly elected and qualified except as otherwise specified in the vote electing the director to office. No director shall succeed himself until one calendar year shall have elapsed since his last term except in the case of a director who has been appointed by the board to fill a vacancy. The board of directors may elect new directors to fill any vacancies at any meeting.

Section 3. Resignation. Any director may resign at any time by giving written notice of such resignation to the board of directors. Any director shall cease to serve as director and to hold any office if the member organization of which he or she is the representative shall withdraw his or her representation or shall cease to be a member of the association. Such resignation shall be effective at the time specified therein, or if no time is specified, upon receipt by the secretary/clerk.

Section 4. Removal. A director may be removed or suspended for cause by an affirmative vote of a majority of the members at a special meeting called for that purpose, provided that such director is given at least seven (7) days notice of the proposed removal and the reasons therefor, and an opportunity to be heard at the meeting, and that notice of the proposed removal is included in the notice of meeting.

Section 5. Vacancies. Continuing directors may act despite a vacancy or vacancies in the board and shall for this purpose be deemed to constitute the full board. Vacancies in the board of directors or in any office may be filled by the directors for the unexpired term.

Section 6. Executive Committee. There may be an executive committee consisting of the president, vice president, secretary/treasurer, a past president and/or one director. The executive committee chairman is the president who will preside over its meetings. The committee may meet at such times as deemed necessary or at the request of the chairman. A majority of the committee shall constitute a quorum. During the intervals between meetings of the board, the executive committee shall possess and exercise all of the powers of the board of directors in the management and direction of the business and affairs of the association in all cases in which specific directions shall not have been given by the board except that it may not alter the bylaws, remove or appoint the president, set the annual dues, approve the annual budget or take any other action which has been specifically reserved for the board. The executive committee shall keep minutes of its proceedings, and all acts of the committee shall be reported to the board of directors at its meeting next succeeding such action and shall be subject to revision or alteration by the board, provided, however, that no rights of third parties shall be affected by any such revision or alteration.

Section 7. Nominating Committee. There may be a nominating committee, consisting of a chairman and such other members as may be determined by the board, who shall propose the appointment and reappointment of all directors and officers. It shall be the duty of the nominating committee to review and consider the qualifications and suitability of all directors and officers proposed for initial appointment, and to evaluate the performance and suitability of all directors and officers proposed for reappointment.
Section 8. Finance Committee. There may be a finance committee, consisting of a chairman and such other members as may be determined by the board, who shall take particular concern for the financial affairs of the association. The committee shall be selected annually by the board at the first board meeting following the annual membership meeting. The finance committee shall advise the president and the board on financial matters and shall have such other powers and duties as may be determined by the board.

Section 9. Other Committees. The board of directors may create other standing or temporary committees, appoint members to such committees and determine the manner of conducting committee business and the necessary quorum and vote required to take specified types of action and delegate any of its powers to such committees or agents of the association.

ARTICLE VI
Meetings of the Board of Directors

Section 1. Place. Meetings of the board of directors shall be held at such place within or without Massachusetts as may be named in the notice of such meeting.

Section 2. Annual and Regular Meetings. An annual meeting of the board of directors will be held as the first regular meeting of the board after the annual membership meeting. In the event the annual meeting of members is not held on such date, a special meeting in lieu of the annual meeting may be held with all the force and effect of an annual meeting.

Section 3. Special Meetings. Special meetings of the board of directors may be called by the president or any other officer or majority of directors at other times throughout the year.

Section 4. Notice. Seven (7) days notice by mail, facsimile, telephone or e-mail shall be given for an annual or special meeting unless shorter notice is adequate under the circumstances. A notice or waiver of notice need not specify the purpose of any special meeting. Notice of a meeting need not be given to any director, if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him.

Section 6. Quorum. A Quorum shall consist of at least five (5) voting members of the board including directors and/or Officers. A smaller number may adjourn without further notice until a quorum is present.
Section 5. Voting. At all meetings of the board of directors each director, president, vice president and immediate past president shall be entitled to one vote. If a quorum is present, a majority of the directors and officers present may take any action on behalf of the board unless a larger number is required by law; or these by-laws.

Section 7. Action By Consent; Telephone Conference Meetings. Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of directors. Such consents shall be treated for all purposes as a vote at a meeting. Members of the board of directors or any committee designated thereby may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

Section 8. Vote of Interested Directors. A director who is a member, stockholder, trustee, director, officer or employee of any firm, corporation or association with which the association contemplates contracting or transacting business shall disclose his or her relationship or interest to the other directors acting upon or in reference to such contract or transaction. No director so interested shall vote on such contract or transaction but he or she may be counted for purpose of determining a quorum. The affirmative votes of a majority of the disinterested directors shall be required before the association may enter into such contract or transaction. In case the association enters into a contract or transact business with any firm, corporation or association of which one or more of its directors is a member, stockholder, director, trustee, officer or employee, such contract or transaction shall not be invalidated or in any way affected by the fact that such director or director have or may have interests therein which are or might be adverse to the interests of the association. No director having disclosed such adverse interest shall be liable to the association or to any creditor of the association or to any other person for any loss incurred by it under or by reason of any such contract or transaction, nor shall any such director be accountable for any gains or profits realized thereon.

ARTICLE VII
Officers

Section 1. Officers. The initial officers shall be those persons named as officers in the articles of organization. The members at their annual meeting shall elect a president, a treasurer, and a clerk/secretary, who shall hold office until the date fixed by these by-laws for the next annual meeting of the members and until their respective successors are elected and duly qualified. No officer need be a director. The clerk/secretary shall be a resident of Massachusetts. Two or more offices may be held by the same person.

Section 2. Resignation or Removal. Any officer may resign by written resignation to take effect upon acceptance by the board of directors. The board of directors may remove any officer by two-thirds vote with cause. Any vacancy in any office may be filled for the unexpired term by the board of directors.

Section 3. President. The president shall be the chief executive officer of the association and as such shall have charge of the affairs of the association subject to the supervision of the board and shall preside at all meetings. The president shall also have such other powers and duties as customarily belong to the office of president or as may be designated from time to time by the board. No president shall serve more than two successive terms.

Section 4. Vice President. The vice president, if any, shall have all the powers and discharge all the duties of the president upon the absence, inability or incapacity of the president. The vice president shall also have such powers and duties as may be designated from time to time by the president or the board of directors.

Section 5. Treasurer. The treasurer shall be the chief financial officer of the association. The treasurer shall also have such powers and duties as customarily belong to this office or as may be designated from time to time by the president or the board.

Section 6. Clerk/Secretary. The clerk/secretary shall record all proceedings of the members and directors and shall maintain all records and documents of the association, including records of the names and addresses of the members, associate and honorary members, representatives and alternate representative directors of each member organization.

Section 7. Other Officers. Other officers shall have such powers as may be designated from time to time by the board of directors.

ARTICLE VIII
Execution of Papers

All deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by vote of the directors for the association shall be signed by the president or treasurer, or such other officers as the board shall determined.

ARTICLE IX
Investment of Funds

The board of directors may delegate authority to act in investment and reinvestment of funds of the association and may authorize contracts with independent investment advisors, investment counsel or managers, banks or trust companies and authorize payment of compensation for investment advisory or management services, and such delegation and the provisions of such contracts shall be valid in accordance with their terms despite any inconsistent provision of these by-laws.

ARTICLE X
Employment Contracts

The association may enter into employment contracts authorized by the board of directors, and the provisions of such contracts shall be valid in accordance with their terms despite any inconsistent provision of the by-laws relating to terms of officers.

ARTICLE XI
Indemnification of Directors and Officers

The association shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a director or officer of the association, or who at the request of the association may serve or at any time has served as a director, officer or trustee of, or in a similar capacity with, another organization, against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon such person in connection with any proceeding in which he or she may become involved by reason of his or her serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless he or she is successful on the merits, the proceeding was authorized by a majority of the full board or the proceeding seeks a declaratory judgment regarding his own conduct); provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the association. Such indemnification may, to the extent authorized by the association, include payment by the association of expense incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this Article XI, which undertaking may be accepted without regard to the financial ability of such person to make repayment.

A person entitled to indemnification hereunder whose duties include service or responsibilities as a fiduciary with respect to a related organization, including an employee benefit plan, shall be deemed to have acted in good faith in the reasonable belief that his or her action was in the best interests of the association if he or she acted in good faith in the reasonable belief that his action was in the best interests of such related organization or of the participants or beneficiaries of, or other persons with interests in, such related organization or of the participants or beneficiaries of, or other persons with interests in, such related organization to whom he has a fiduciary duty.

The payment of any indemnification shall be conclusively deemed authorized by the association under this Article XI, and each director of the association approving such payment shall be wholly protected, if:

• The payment has been approved or ratified (1) by a majority vote of a quorum of the directors consisting of persons who are not at the time parties to the proceeding, (2) by a majority vote of a committee of two or more directors who are not at that time parties to the proceeding and are selected for this purpose by the full board (in which selection directors who are parties may participate, or (3) by a majority of vote of a quorum of the members or directors, which quorum shall consist of members who are not at that time parties to the proceeding; or
• The action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the association appointed for the purpose by vote of the directors or in the manner specified in clause (1), (2) or (3) of subparagraph (I).

The indemnification provided hereunder shall inure to the benefit of the heirs; executors and administrators of a director, officer or other person entitled to indemnification hereunder.

The right of indemnification under this Article XI shall be in addition to and not exclusive of all other rights to which such director or officer or other persons may be entitled. Nothing contained in this Article XI shall affect any rights to indemnification to which the association’s employees or agents, other than directors and officers and other persons entitled to indemnification hereunder, may be entitled by contract or otherwise under law.

ARTICLE XII
Amendment

These be-laws may be altered, amended or repealed, in whole or in part, by a two-thirds vote of the members present at any meeting at which a quorum is present, provided that the notice of the meeting contains a statement of the proposed alteration, amendment or repeal Two-thirds of the directors may also make, amend or repeal these by-laws in whole or in part, provided that written notice be given each member before the next meeting of the members and provided that the members do not vote to repeal such actions at their next meeting of members by a majority vote of the members present. Any alteration, amendment or repeal of a by-law by the directors as provided for in this Article XII shall be valid and given full force and effect until the next meeting of members.