Chesapeake Cactus and Succulent Society By-laws

ARTICLE I: NAME AND OBJECTIVES

Section 1 – Name of Society

The name of this society is “The Chesapeake Cactus and Succulent Society” (CCSS).

Section 2 – Purpose and Objectives

This Society shall function as a non-profit educational organization devoted primarily to encouraging the cultivation and understanding of cacti and other succulent plants, and shall be built on the principles of integrity, accountability, mutual respect, and inclusivity.

The Society shall further seek to serve as a positive presence in the broader community – including within the wider gardening and horticultural community – by leveraging its educational mission to foster public engagement, support outreach, and enrich the lives of others through its initiatives.

Section 3 – Society Objectives

The explicit objectives of this Society shall be:

1. to disseminate information related to the cultivation of cactus and succulent plants;
2. to hold regularly scheduled meetings;
3. to conduct classes and workshops intended to assist and encourage new members and others interested in the cultivation of cactus and succulent plants;
4. to assemble a library, including photographic and audio materials, for the benefit of members;
5. to provide special opportunities for the exchange of information and materials between all interested individuals and organizations;
6. to affiliate with the Cactus and Succulent Society of America, Inc., and to associate and cooperate with other organizations that have compatible interests and objectives;
7. to promote practices of conservation and environmental protection of all resources and natural habitats of rare and endangered plant life;
8. to engage in outreach activities that use our expertise in cacti and succulents to educate, inspire, and bring meaningful benefit to the broader community.

 

ARTICLE II: MEMBERSHIP

Section 1 – Membership Eligibility

Membership shall be open to all individuals who share the objectives of this Society and who are not subject to restrictions as outlined in Article XI, Code of Conduct and Member Expectations.

Membership shall not be denied on the basis of race, religion, age, gender, sexual orientation, disability, or national origin.

Section 2 – Classes of Membership

There shall be the following classes of membership:

• Active Members – Open to all eligible individuals upon payment of dues. Active members may vote, hold office, and participate in all Society activities and benefits.
• Honorary Lifetime Members – May be conferred by a two-thirds vote of the Board of Directors upon individuals who have made significant contributions to the Society or to the broader field of cactus and succulent cultivation.

Section 3 – Newsletter Subscribers

Newsletter Subscribers – Individuals or organizations who wish to receive the Society’s newsletter without participating in its governance or regular activities. Newsletter Subscribers shall receive the newsletter upon signing up and are not required to pay dues. They may not vote, hold office, or enjoy member-only benefits.

 

ARTICLE III: DUES

Section 1 – Annual Dues

Annual dues for Active Members shall be set by the Board of Directors and reported to the membership.

Section 2 – Membership Term

Membership for Active Members shall extend for one full year from the date of enrollment or renewal, regardless of when in the calendar year the membership begins.

Section 3 – Delinquent Dues

Dues shall be payable on or before the membership expiration date.

• Members whose dues are not paid within 30 days of their expiration may be moved to inactive status or dropped from the membership roster at the discretion of the Board.
• Reasonable attempts shall be made to notify delinquent members prior to removal.

Section 4 – Non-Member Fees

The Board of Directors shall establish appropriate fees for classes, workshops, or other Society offerings attended by non-members.

 

ARTICLE IV: OFFICERS

Section 1 – Officers

The officers of this Society shall be:

• President
• Vice President
• Secretary
• Treasurer
• The Immediate Past President shall serve as an ex officio, non-voting advisor to the Board.

Section 2 – Term Lengths and Limits

• All elected officers shall serve for a term of two years, beginning on January 1 following their election.
• No individual may serve more than two consecutive terms in the same office.
• After serving two consecutive terms in a given office, an individual must either rotate into a different role or take a break of at least one full term before returning to that same position.
• No individual may hold more than one elected office at a time.

Exception: the term limit for an office may be suspended if all of the following conditions are met –

1. No other eligible candidates are nominated for that office;
2. A majority of the voting membership present at the election approves that the incumbent continues in office; and
3. The incumbent is willing to continue serving.

 

ARTICLE V – DUTIES OF OFFICERS

Section 1 – President

• Preside over all general and Board meetings
• Represent the Society in public and external communications
• Appoint committee chairs (subject to Board approval)
• Uphold the Society’s core values and ensure alignment with its objectives
• Facilitate leadership transitions and officer onboarding

Section 2 – Vice President

• Act on behalf of the President in their absence
• Lead special projects and outreach initiatives
• Support communications across committees and the Board

Section 3 – Secretary

• Record minutes for all Board and general meetings
• Maintain official membership and governance records
• Disseminate official communications and meeting notices

Section 4 – Treasurer

• Maintain the Society’s financial records
• Collect dues and disburse funds with proper authorization
• Provide regular financial reports to the Board and membership
• Oversee financial transactions and ensure fiscal transparency

Section 5 – Immediate Past President

• Serve in an advisory and mentoring role
• Chair the Nominating Committee
• Assist with leadership onboarding and institutional memory

 

ARTICLE VI – BOARD OF DIRECTORS

Section 1 – Composition

The Board shall consist of all elected Officers, the Immediate Past President (ex officio), up to three Directors-at-Large, and Appointed Officials (non-voting).

Section 2 – Responsibilities

The Board of Directors shall be responsible for:

• Guiding the strategic direction of the Society
• Ensuring adherence to the Society’s principles of integrity, accountability, mutual respect, inclusivity, and community engagement
• Approving and overseeing initiatives, events, or expenditures that meet the criteria outlined in Article X, Program Authority, Communications, and Fiscal Stewardship )
• Filling mid-term vacancies and approving Appointed Officials

Section 3 – Transparency and Access

Any Active Member in good standing may attend Board meetings as a non-participating observer. Members may request to be placed on the agenda to address the Board.

Section 4 – Quorum and Voting

A simple majority of voting Board members shall constitute a quorum. The President shall have the same voting rights as other voting Board members. In the event of a tie vote, the motion shall be considered defeated.

Section 5 – Meetings

The Board shall meet at least twice per year, either in person or virtually, with additional meetings convened at the discretion of the President or upon request by two or more Board members. Meeting minutes shall be made available to the membership in a timely manner.

Section 6 – Culture of Collaboration

The Board of Directors shall serve as a supportive and principled leadership body, working in partnership with the President and Officers to uphold the values and advance the mission of the Society. Its role is not to control or obstruct, but to guide, steward, and strengthen the work of the Society in service to its members and the broader community.

 

ARTICLE VII – NOMINATIONS AND ELECTIONS

Section 1 – Nominating Committee

A Nominating Committee of at least three Active Members shall be appointed by the Board at least 60 days prior to elections.

No more than one current Officer may serve on the Committee. The Committee shall present a slate of one or more candidates for each elected office no later than the October meeting.

Section 2 – Nominations

Nominations may be submitted by any Active Member prior to the October meeting or made from the floor during that meeting. All nominees must have given their consent to serve if elected.

Section 3 – Elections

Officers shall be elected by a majority vote of Active Members present at the November meeting. Voting may be conducted by voice vote, show of hands, or written ballot as determined by the Board. New officers shall take office on January 1 of the following year.

Section 4 – Eligibility

Any Active Member in good standing is eligible to run for office. No member may be elected to more than one office simultaneously.

Section 5 – Principles of Fairness

All nominations and elections shall be conducted in a transparent and inclusive manner consistent with the Society’s principles of integrity, mutual respect, and accountability.

 

ARTICLE VIII – Meetings

Section 1 – Purpose of Meetings

The CCSS meetings are convened to further the Society’s educational and community-building mission. Meetings are intended to serve the benefit of the general membership, provide learning and social opportunities, and foster an inclusive, respectful environment. Meetings shall not be used as forums for airing personal grievances or conducting disciplinary matters, which shall be handled through appropriate internal processes.

Section 2 – Regular Meetings

Regular meetings of the Society shall be held monthly or as otherwise determined by the Board of Directors. Each meeting shall generally consist of:

• A business segment to communicate updates and handle matters requiring membership awareness or input;
• A program segment such as a presentation, demonstration, or educational talk;
• A social segment providing opportunities for member interaction and informal engagement.

The specific format may vary based on venue, speaker availability, and other considerations.

Section 3 – Special Meetings

Special meetings of the membership may be called by the President, by a majority vote of the Board of Directors, or upon written request signed by at least ten (10) members in good standing. All members shall be notified in advance of any special meeting via email and/or other regularly used communication channels. The purpose of such a meeting shall be clearly stated in the notice.

Section 4 – Meeting Notice and Agenda

All meetings of the Society shall be announced to the membership at least one week in advance, along with a brief agenda. Efforts shall be made to include business items, guest speakers, and other highlights in meeting announcements.

Section 5 – Decorum

Meetings shall be conducted in a respectful and welcoming manner consistent with the values of CCSS. All members are expected to uphold the Society’s standards of conduct, contribute constructively, and respect the roles of officers and presenters. Disruptive behavior may result in removal from the meeting at the discretion of the presiding officer.

 

ARTICLE IX – COMMITTEES

Section 1 – Establishment and Oversight

The Board of Directors shall have the authority to establish Standing and Ad Hoc Committees to support the mission and operations of the Society. All committees shall operate under the oversight of the Board and must align with the values of integrity, accountability, mutual respect, inclusivity, and service to the broader community.

Section 2 – Appointment and Composition

The President, with the approval of the Board, shall appoint all committee chairs and may recommend committee members. Committee membership shall be open to any member in good standing who wishes to contribute, with emphasis on encouraging participation from newer members and those representing diverse backgrounds and interests.

Section 3 – Standing Committees

The following Standing Committees may be maintained on an ongoing basis:

• Membership Committee: Fosters inclusivity, welcomes new members, and promotes member engagement and retention.
• Program and Education Committee: Develops speaker programs, workshops, and other educational offerings aligned with CCSS’s mission and values.
• Show and Sale Committee: Oversees exhibitions, sales, and other public events in a manner that reflects the Society’s commitment to professionalism, accessibility, and community engagement.
• Outreach and Community Partnerships Committee: Cultivates relationships with senior centers, schools, botanical institutions, and other groups to bring the Society’s expertise to the broader community.
• Governance and Conduct Committee: Periodically reviews bylaws, provides input on matters of member conduct, and ensures alignment with the Code of Conduct.

Additional Standing Committees may be created or dissolved by majority vote of the Board as needed.

Section 4 – Ad Hoc Committees

Ad Hoc Committees may be formed by the Board to address specific short-term projects, initiatives, or events. These committees shall automatically dissolve upon completion of their mandate.

Section 5 – Nominating Committee

See Article VII, Nominations and Elections, for the structure and responsibilities of the Nominating Committee.

Section 6 – Committee Responsibilities

All committees shall:

• Convene as necessary to fulfill their purpose;
• Maintain open communication with the Board and, where appropriate, the membership;
• Reflect the Society’s core values in their activities and interactions;
• Submit brief reports to the Board upon request or at regular intervals.

Section 7 – Removal and Vacancies

The Board retains the authority to remove a committee chair or dissolve any committee if it is determined to be inactive or acting in a manner inconsistent with the mission or values of the Society. Vacancies shall be filled following the original appointment process.

 

ARTICLE X – PROGRAM AUTHORITY, COMMUNICATIONS, AND FISCAL STEWARDSHIP

Section 1 – Guiding Principles

The Society shall engage in activities, programs, and partnerships that reflect its educational mission and core values of integrity, accountability, mutual respect, inclusivity, and service to the broader community. All actions taken by Officers, Committees, or Members must align with these principles.

Section 2 – Governance Levels of Authorization

To ensure responsible use of the Society’s resources and reputation, all actions taken by Officers, committees, or members shall adhere to the following levels of authorization:

• Routine activities that are clearly aligned with the Society’s existing programs and values — such as promoting meetings on social media, creating flyers, responding to public inquiries, or reserving facilities — may be initiated by the President or relevant Officers without prior Board approval.
• New programs or initiatives that are low-risk and do not exceed $75 in anticipated cost may be authorized by the President, provided they align with the Society’s mission and goals. The Board shall be informed of such actions at the next scheduled Board meeting.
• Programs, initiatives, or expenditures that exceed $75, or that may affect the Society’s external reputation, require approval by a majority vote of the Board of Directors.
• Actions with major financial implications, lasting institutional impact, or potential reputational sensitivity — such as co-sponsorships, major campaigns, or public policy statements — shall be approved by the Board and, at the Board’s discretion, brought before the general membership for confirmation.

The Board shall periodically review and adjust the cost threshold for Presidential authorization to reflect the Society’s budget, growth, and evolving needs.

Section 3 – Communications Authority

The President and elected Officers are empowered to:

• Issue public-facing communications, including social media posts, website updates, newsletters, and outreach materials;
• Respond to public inquiries or media requests;
• Promote the Society’s activities and mission through appropriate channels.

These actions may be undertaken without prior Board approval, provided that:

• When appropriate time sensitive information shall be communicated to relevant parties through proper communication channels (i.e., meeting speaker availability, change of venue, etc.);
• Communications are consistent with the Society’s mission, tone, and core values;
• Information is accurate and respectful;
• Content is not defamatory, inflammatory, or partisan.

The Board may review and advise on communication practices, and may, by majority vote, request the revision or removal of content found to be inconsistent with the Society’s standards.

Section 4 – Financial Stewardship and Reporting

• The Treasurer shall maintain clear records of all expenditures and revenues.
• Any expenditures above a threshold set by the Board must receive prior Board approval.
• All financial activities shall be included in regular Treasurer reports and made available to the membership upon request.

Section 5 – Strategic Initiatives and Community Impact

Major strategic efforts — such as forming partnerships with academic institutions, launching campaigns to promote specialized careers in horticulture, or hosting regional events — shall be brought before the Board for discussion and guidance, even if no immediate expenditure is involved. The Board shall ensure such efforts align with the Society’s long-term mission and values.

Section 6 – Delegation and Empowerment

The President and Board may delegate authority to Committees, Officers, or volunteers to carry out initiatives consistent with these guidelines. Such delegation shall be accompanied by appropriate oversight and support.

 

ARTICLE XI – CODE OF CONDUCT AND MEMBER EXPECTATIONS

Section 1 – Commitment to Integrity and Accountability

The governance and operations of CCSS shall be grounded in principles of integrity, accountability, mutual respect, and transparency. These values apply to all officers, committee members, volunteers, and general members.

Section 2 – Member Conduct

All members are expected to behave in a manner that reflects positively on the Society. This includes demonstrating respect, courtesy, and civility toward fellow members, guests, vendors, partners, and the public at all CCSS events and in any club-related communication or representation.

Prohibited behaviors include, but are not limited to:

• Physical aggression, verbal abuse, sexual harassment, or intimidation; this includes behavior occurring at meeting venues, surrounding areas (such as parking lots), and during any Society-sponsored activity, whether in person or virtual
• Disruptive conduct that impairs the ability of others to enjoy or participate in Society events
• Use of the membership roster for non-club purposes
• The knowing purchase or trade of habitat-collected plants; members are expected to exercise reasonable diligence to ensure they are not purchasing or trading habitat-collected plants.

Individuals with a previous record of hostile, abusive, or otherwise inappropriate behavior within the broader gardening, horticultural, or nonprofit communities shall be denied membership or participation in CCSS activities.

Any member who feels uncomfortable or unsafe due to another member’s conduct is encouraged to confidentially report the matter to any Officer. The Board shall address such concerns with sensitivity, fairness, and discretion.

Section 3 – Officer and Volunteer Conduct

A CCSS officer or volunteer is a position of trust and responsibility. The Society is deeply grateful to all who serve in these roles, and expects them to:

• Uphold the highest standards of ethical conduct;
• Represent the Society professionally and responsibly;
• Avoid conflicts of interest or behavior that may bring disrepute to the Society.

Section 4 – Disciplinary Process and Due Process

Disciplinary matters that cannot be resolved informally will be considered by the Board in an executive session. The member or officer in question will be given an opportunity to respond prior to any disciplinary action. Possible actions include:

• Verbal or written warning
• Temporary suspension from meetings or events
• Removal from office or revocation of membership

Removal from membership or office requires a two-thirds vote of the Board. In all cases, the affected individual shall not be present for, nor count toward quorum in, any vote regarding their conduct.

Concerns regarding officer or volunteer misconduct must be submitted in writing to the President (or to the Vice President if the President is the subject of the concern). The Board may conduct a confidential review and determine appropriate disciplinary action. The individual in question shall recuse themselves from all discussions and votes related to the matter.

 

ARTICLE XII – RULES

Section 1 – Parliamentary Authority

In all matters not specifically addressed by these bylaws, Robert’s Rules of Order, Newly Revised shall serve as the standard for procedural conduct at meetings of the Society and its Board of Directors.

 

ARTICLE XIII – AMENDMENTS

Section 1 – Proposing Amendments

Amendments to these bylaws may be proposed by any CCSS member in good standing. Proposals must be submitted in writing to the Board.

Section 2 – Review Committee

Upon receiving a proposed amendment, the Board shall appoint a temporary Bylaws Review Committee to consider the proposal. This committee will make a recommendation to the Board regarding adoption, modification, or rejection of the proposal.

Section 3 – Board Consideration

If approved by a majority of the Board, the proposed amendment shall be presented to the general membership for a vote. If the Board declines a proposal, the member may resubmit with signatures from 10% of Active Members to force membership consideration.

Section 4 – Membership Approval

To be adopted, the amendment must receive a two-thirds (⅔) vote of the members present and eligible to vote at the next regular meeting, provided it has been shared with the membership at least one week in advance.

Section 5 – Periodic Review

In the interest of good governance, the Board shall appoint a Bylaws Review Committee at least once every five years to examine the full bylaws. The Bylaws Review Committee shall report recommendations to the Board within 90 days following the review.

 

ARTICLE XIV – REQUIREMENTS FOR IRS 501(c)(3) STATUS

Section 1 – Purpose and Status

CCSS is organized exclusively for charitable, educational, and scientific purposes under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 2 – Net Earnings

No part of the net earnings of CCSS shall inure to the benefit of, or be distributable to, its members, officers, or other private persons, except that the organization shall be authorized to pay reasonable compensation for services rendered and to make payments in furtherance of its purposes.

Section 3 – Lobbying and Political Activity

No part of the activities of CCSS shall be devoted to lobbying or political campaign intervention. The organization shall not participate in or publish statements supporting or opposing political candidates.

Section 4 – Compliance Requirements

Notwithstanding any other provisions of these articles, CCSS shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3), or by an organization to which donations are deductible under Section 170(c)(2) of the Internal Revenue Code.

Section 5 – Dissolution and Asset Distribution

Upon dissolution of the Society, any remaining assets shall be distributed to one or more qualifying 501(c)(3) organizations with similar educational or horticultural purposes, or to a government entity for public use.