Click
Here to Download Membership Application
MAILORDER GARDENING
ASSOCIATION BYLAWS –
Updated August
2009
1. Name of Association —
The name of this association shall be Mailorder Gardening Association.
2. Purposes of Association — The purposes
of the Association, a nonprofit organization shall be:
(a)
To promote general interests of the Horticultural Industry
servicing home gardeners by direct marketing,
(b) To bring
about a closer understanding and a spirit of mutual cooperation
between and among its members,
(c) To enhance and improve
the industry by facilitating the cooperation, communication
and education of its members,
(d) To protect as far as practical
members of the Association against unfair and discriminatory
legislation, both State and National,
(e) To warn and protect
members of the Association against unfair business practices,
(f) As an industry Association, to promote ethical business
practices by abiding by a code of ethics.
3. Eligibility for Regular Membership — To
be eligible for Regular Membership in the Association, the
applicant must be primarily engaged in the direct marketing
of nursery stock, seeds, plants, bulbs or related products
and services to home gardeners. Subsidiaries of a parent member
may join with all rights, privileges and obligations of a regular
member, except that subsidiaries do not have voting rights.
All applications for Regular Membership should be recommended
by an active Regular Member. Any applicant for membership,
which primarily engages in any form of direct marketing or
sales to consumers, must apply for a Regular Membership and
not a Wholesale or Allied membership.
4. Eligibility for Wholesale Membership — To
be eligible for wholesale Membership in the Association, the
applicant must be actively engaged in growing or selling nursery
stock, seeds, bulbs, other plants or related gardening products
used by home gardeners, but not selling products directly to
home gardeners. All applicants for Wholesale Membership should
be recommended by an active Regular Member.
5. Eligibility for Allied Membership — To
be eligible for Allied Membership in the Association, the applicant
must be actively engaged in the manufacturing, distribution,
or sale of supplies, equipment or related services used by
Regular Members or Wholesale Members, including those
preparing advertising, printed matter or electronic media,
common carriers of the industry’s products, whose
operations is of value to the organization. All applicants
for Allied Membership should be recommended by an active Regular
Member.
6. Membership Committee — All applicants
for membership should be sent to the Executive Director. Prospective
members should list a current member as a sponsor on their
application. All applications for membership shall be referred
to and approved by a majority vote of the Board of Directors
before being admitted to full membership.
7. Annual Dues — Annual dues for membership
shall be subject to review at the discretion of the Board of
Directors, with any recommendations for change presented to
the membership at the Annual Meeting. A majority vote of Regular
Members present at this meeting will be necessary to increase
or decrease dues, add or delete membership benefits, or change
dollar volume categories, which determine membership dues and
benefits.
8. Officers and Directors of the Association — The
officers of the Association shall consist of a President, First
Vice President, Second Vice President, Secretary and a Treasurer,
all of whom shall automatically be members of the Board of
Directors. A non–voting Executive Director will be appointed
annually at the Annual Meeting by the Board of Directors. The
Board of Directors shall be a maximum of fourteen (14) persons
consisting of the five (5) officers, immediate Past President
and eight additional elected Directors, who represent a diverse
cross section of the mailorder industry and geographic sections
of the country. The five (5) officers, the immediate Past President
and the Executive Director (on a non–voting basis), shall
constitute the Executive Committee.
9. Terms and Elections of Officers and Directors — The
terms of office for the President, First Vice President, Second
Vice President, Secretary and Treasurer shall be for one (1)
year, beginning at the close of the Annual Meeting. No such
officer shall serve in an office for more than two (2) successive
terms, except the Treasurer who may serve any number of terms.
The terms of office for the eight (8) Directors shall be for
two (2) years and no directors shall serve in such of office
for more than three (3) successive elected terms. Each year
the President shall appoint a Nominating Committee consisting
of the four (4) immediate past presidents with the most recent
in point of service as chairman, and it shall be the duty of
such committee to place in nomination at the Annual Meeting,
names of qualified members for election to each of the officer
positions and the available director positions. No member shall
be eligible for election to any officer or director in the
Association, who has not been a member in good standing for
two (2) years or more preceding the date of election or appointment.
In determining nominees for directors, the Nominating Committee
shall take careful consideration to an even appointment of
representation geographically and throughout the various segments
of the direct marketing gardening industry.
No officer shall hold more than one position in the Association
at any one time, with the exception of the office of President,
Vice President, Secretary and Treasurer, who shall simultaneously
serve as members of the Board of Directors. The Executive Director
will be appointed at the Annual meeting of the Board of Directors
prior to the close of the meeting.
A majority of the board must be composed of Regular Members
engaged in the sale of live horticultural material. A combined
maximum of only four (4) wholesale and/or Allied members may
serve on the Board of Directors and not more than two (2) may
serve as officers at any one time.
In the event a Board member is unable to complete the member’s
term, the President or the Executive Director shall notify
the Nominating Committee and the Board of Directors of the
vacancy. The Nominating Committee shall then have 15 days following
the date of such notice to recommend a candidate to fill the
vacant position. The Board then has 15 days to approve the
candidate. If the Nominating Committee does not recommend a
candidate within such period, then the President has the authority
to appoint a candidate to fill the vacancy. If the remaining
term is one (1) year or more, it will count as a full two (2)
year term.
In the case of a Board Member who finds they are no longer
employed by an MGA member company, they shall be given a one-year
grace period to:
a. Find a position with another member company
b. Join the MGA themselves as a member company. If this
action results in an imbalance in the composition of the board
whereby there are more than 4 allied and wholesale members combined,
the board member in transition, may carry out their existing
term on the board (two years).
Any officer or director may be removed from office, with or
without cause, by a majority of the remaining directors or
a majority of the members of the Association entitled to vote.
The procedures for elections and the resolution of any disputes
concerning elections shall be determined by the Executive Committee.
10. Duties of Officers and Directors — The
President shall preside at all meetings of the Association.
The President shall have authority to act on the behalf of
and for the Association with the approval of the Board of Directors
on matters pertaining to all business of the Association. The
First Vice President shall act as Program Director and shall
carry on the duties of and exercise the powers of the President
during any absence or incapacity of that officer. The Second
Vice President and Secretary shall be Assistant Program directors.
The Treasurer shall work and coordinate with the Executive
Director with respect to financial and accounting matters of
the Association.
The Treasurer shall review the Association’s financial
statements prepared by the Executive Director and report on
them to the Board of Directors at the Annual Meeting. The appointed
Executive Director shall take minutes at all board of Directors
and General Membership meetings and take care of all of the
Association’s correspondence. The Executive Director
shall see that an annual bulletin is prepared and distributed
to all members of the Association. Said Bulletin shall list
the members of the Association and, as far as possible, the
dates of winter and summer meetings. The Board of Directors
will determine the specific duties of the Executive Director.
At each meeting, the Executive Director will present an annual
report to the Board of Directors and will assist with the Association’s
Public Relations Program as directed by the Board.
11. Payment of Officers — All officers
and directors shall serve without pay, except the Executive
Director, whose salary shall be set by the Board of Directors
and reviewed annually.
12. Meetings of the Association — Meetings
of the Association shall be held at such place and on such
dates as may be decided by the President and Board of Directors.
The Annual Meeting of the Association shall be at the summer
convention. The Board of Directors or the President may call
a special meeting of members at any time. Written notice of
the time, place and purposes of a meeting of members must be
given either personally or by mail to each member not less
than 10 or more than 60 days before the date of the meeting.
The Board of Directors shall meet at each meeting of the members.
Special meetings of the Board of Directors may be called by
the President and may be held by electronic means.
13. Quorum — It shall be necessary
that an aggregate of 20 Regular Members in good standing shall
be present at the Annual Meeting to constitute a quorum for
the transaction of business.
14. Voting — Each Regular and Wholesale
Member in good standing at any meeting shall have one vote,
exercisable in person or by proxy. Members may authorize a
person or persons to vote by proxy, but only with respect to
specific issues, such as the election of officers and directors.
Proxies must be received by the Executive Director prior to
the meeting at which the proxy will be used.
15. Fiscal Year Budget — Fiscal year
of the Association shall begin Nov. 1st and end on Oct. 31.
The Board will approve a budget of planned expenses and revenues
for the Association’s activities during the upcoming
year. The budget for the upcoming fiscal year shall be finalized
and approved by the Board at the winter meeting.
16. Withdrawal of Membership — Any
member may withdraw from the Association by sending written
notice to the Executive Director and remitting in full for
any financial obligations to the Association.
17. Forfeiture of Membership — A member
should be deemed to have forfeited membership in the Association
if and when the member:
(a) Ceases to be eligible for membership
as stated in section 3, 4 and 5 of the Bylaws,
(b) Fails
to pay annual dues as specified in section 7 within a three–month
period. Any such delinquent member will be notified by the
Executive Director that the member has been temporarily dropped
from the roll for nonpayment of dues; however, if they are
paid within the fiscal year, said delinquent member will be
automatically reinstated to full membership. If said member’s
dues are
not paid within the current fiscal year, the member can be
reinstated only with approval of the Board of Directors.
(c) Willfully violates the ethics of the nursery, plant
or industry business, including the item listed below in
Section 18. Determinations, if necessary, shall be made by
the Board of Directors by majority vote. Disqualified members
may request a hearing before the Board of Directors. **Any
change in the name of the firm should not be construed as
withdrawing them from membership, providing the Executive
Director is notified in writing.
