Proposed Texas State Florists’ Association Bylaws Amendments

Current

From TSFA Bylaws July 22, 2012

ARTICLE III – MEETING OF MEMBERS

SECTION 4. Notice of meetings. Written or printed notice stating the place, day, and hour of any Meeting of Members shall be delivered by mail to each Member entitled to vote at such Meeting, not less than fifteen nor more than fifty days before the date of such Meeting, by or at the direction of the President or the officers or persons calling the Meeting. In case of a Special Meeting or when required by statute or by these Bylaws, the purpose, or purposes for which the Meeting is called shall be stated in the notice. If mailed, the notice of a Meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his address as it appears on the records of the corporation with postage thereon prepaid.


ARTICLE IV – BOARD OF DIRECTORS

SECTION 5. Notice. Notice of any regular or Special Meetings of the Board of Directors shall be given at least fifteen days thereto by written notice delivered by mail to each Board member at his address as shown on the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope, so addressed, with postage thereon prepaid. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board need to be specified in the notice of such meetings unless specifically required by Law or these Bylaws.

SECTION 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a majority of the Board Members are present at said meeting, a majority of the Board Members present may adjourn the meeting, from time to time, without further notice. An adjournment may be taken to a date no less than seven nor more than fifteen days thereafter: and the Members present at any such adjourned meeting shall constitute a quorum, regardless of the number of Members present. The President may poll. Or cause to be polled, the Members of the Board of Directors by mail. Or by telephone, on matters requiring immediate action or on routine matters which may arise between regular meetings of the Board of Directors. The business presented shall be determine according to a majority of the votes received by main within two weeks after such submission to the Board. Any and all action taken in pursuance of a majority mail vote or telephone vote in each case shall be blinding upon the corporation in the same manner as would action taken a duty called meeting.


ARTICLE VI – COMMITTEES

SECTION 2. Each standing committee will be composed of three or more members, one of whom will be designated as Chairman. The size of standing committees may be increased upon request or recommendations of the respective Committee Chairman or by the President. Any member in good standing shall be eligible for appointment to Standing Committees of the Corporation. No Committee shall have authority to spend any funds or to commit the Association to the spending of any funds which have not been authorized by the Board of Directors. Members of Standing Committee will serve term of one year unless otherwise specified in these Bylaws. The following will be considered Standing Committees: Achievement Award Committee, Advertising and Public Relations Committee, Bylaws Committee, Convention Committee, Education Committee, Election Committee, Finance Committee, Legislative Committee, Membership Committee, Nominating Committee.


ARTICLE VI – COMMITTEE

SECTION 3. Any Committee member who is absent for two consecutive meetings will automatically be dropped from the committee with the exception of the insurance Board of Trustees. Replacements will be made in the same manner as original appointments. The Board of Directors many, at any time and for any cause, remove or suspend from office any Committee Chairman or Committee Member.


ARTICLE VI – COMMITTEE

SECTION 6. Nominating Committee. The President shall appoint a Nominating Committee of five persons, one who shall be a Past President of the Association and Chairman of the Committee and one who shall be a Wholesale Grower Member. This committee shall meet during the first sixty days of the Association’s fiscal year. The Nominating Committee shall nominate candidates for each position vacant and notify the member if it’s choices not less than ninety (90) days before the annual meeting. Thirty (30) days from the date of the announcement shall be allowed for nominations from the membership. Any member nominated by petition of fifteen (15) members of the voting membership shall be placed on the ballot. The ballot shall indicate those nominees recommended by the Nominating Committee and those recommended by petition. At least ninety days before the date of the Annual Meeting, they shall notify the President, in writing, of the names of the candidates and the President shall include the names of the nominees selected by the Nominating Committee and by petition in the call for the Annual Meeting. These names shall appear on the printed ballot.

Proposed Amendments

Changes are bold and red, and deletions are struck through.

ARTICLE III – MEETING OF MEMBERS

SECTION 4. Notice of meetings. Written or printed notice stating the place, day, and hour of any Meeting of Members shall be delivered by mail electronically to each Member entitled to vote at such Meeting, not less than fifteen nor more than fifty days before the date of such Meeting, by or at the direction of the President or the officers or persons calling the Meeting. In case of a Special Meeting or when required by statute or by these Bylaws, the purpose, or purposes for which the Meeting is called shall be stated in the notice. If mailed, the notice of a Meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his address as it appears on the records of the corporation with postage thereon prepaid.


ARTICLE IV – BOARD OF DIRECTORS

SECTION 5. Notice. Notice of any regular or Special Meetings of the Board of Directors shall be given at least fifteen days as soon as possible thereto by written notice delivered by mail electronically to each Board member at his address as shown on the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope, so addressed, with postage thereon prepaid. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board need to be specified in the notice of such meetings unless specifically required by Law or these Bylaws.

SECTION 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a majority of the Board Members are present at said meeting, a majority of the Board Members present may adjourn the meeting, from time to time, without further notice. An adjournment may be taken to a date no less than seven nor more than fifteen days thereafter: and the Members present at any such adjourned meeting shall constitute a quorum, regardless of the number of Members present. The President may poll. Or cause to be polled, the Members of the Board of Directors by mail, electronically, or by telephone, on matters requiring immediate action or on routine matters which may arise between regular meetings of the Board of Directors. The business presented shall be determine according to a majority of the votes received by mail within two weeks after such submission to the Board. Any and all action taken in pursuance of a majority mail vote or telephone vote in each case shall be blinding upon the corporation in the same manner as would action taken a duty called meeting.


ARTICLE VI – COMMITTEES

SECTION 2. Each standing committee will be composed of three or more members, one of whom will be designated as Chairman. The size of standing committees may be increased upon request or recommendations of the respective Committee Chairman or by the President. Any member in good standing shall be eligible for appointment to Standing Committees of the Corporation. No Committee shall have authority to spend any funds or to commit the Association to the spending of any funds which have not been authorized by the Board of Directors. Members of Standing Committee will serve term of one year unless otherwise specified in these Bylaws. The following will be considered Standing Committees: Achievement Award Committee, Advertising and Public Relations Committee, Bylaws Committee, Convention Event Committee, Education Committee, Election Committee, Finance Committee, Legislative Committee, Membership Committee, Nominating Committee.


ARTICLE VI – COMMITTEE

SECTION 3. Any Committee member who is absent for two consecutive meetings will automatically may be dropped from the committee. with the exception of the insurance Board of Trustees. Replacements will be made in the same manner as original appointments. The Board of Directors many, at any time and for any cause, remove or suspend from office any Committee Chairman or Committee Member.


ARTICLE VI – COMMITTEE

SECTION 6. Nominating Committee. The President shall appoint a Nominating Committee of five persons, one who shall be a Past President of the Association and Chairman of the Committee. and one who shall be a Wholesale Grower Member. This committee shall meet during the first sixty days of the Association’s fiscal year. The Nominating Committee shall nominate candidates for each position vacant and notify the member if it’s choices not less than ninety (90) days before the annual meeting. Thirty (30) days from the date of the announcement shall be allowed for nominations from the membership. Any member nominated by petition of fifteen (15) members of the voting membership shall be placed on the ballot. The ballot shall indicate those nominees recommended by the Nominating Committee and those recommended by petition. At least ninety days before the date of the Annual Meeting, they shall notify the President, in writing, of the names of the candidates and the President shall include the names of the nominees selected by the Nominating Committee and by petition in the call for the Annual Meeting. These names shall appear on the printed ballot.

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