Mailorder Gardening Association Membership Information

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BYLAWS
(REV.) JULY1998

1. NAME OF ASSOCIATION
The name of this association shall be Mailorder Gardening Association.

2. PURPOSES OF THE 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 services 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, 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 pas 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 office or director in the Association, who has not been a member in good standing for two (2) years or more preceding the ate 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 int he 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.

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 nor 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. 31st. 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.

18. OPERATING STANDARDS OF PRACTICE - CODE OF ETHICS

1. Members should make their offers clear and honest. They should avoid misrepresentation of product, service, or solicitation and should not use false, misleading statements. All offers should be consistent with the Trade Practice Rules for the Nursery Industry, promulgated by the Federal Trade Commission. Members should operated in accordance with the Fair Practice Code of the Council of Better Business Bureaus, the Direct Marketing Association's Guidelines for Ethical Business Practices and adhere to the Postal Laws and Regulations.
2. All inquiries, complaints, correspondence should be answered as soon as possible. When delivery during the "normal" "shipping season" is delayed for any reason, members should promptly inform the customer, explaining the cause and offering appropriate alternatives.
3. The terms and conditions of guarantee should be clearly and specifically set forth. Guarantees of performance should be limited to the reasonable performances capabilities of the items offered.
4. Members should not use exaggerated, fictitious price comparisons, nonexistent discounts, or savings, nor employ list prices known to be false or not current.
5. Photographs and art work should be faithful reproductions of the items offered (or as nearly as possible given the normal variances of paper, ink and printing processes).
6. Members should adhere to the Association's List of Ethics Guidelines.
7. Members should adhere to any other code of Ethics accepted by the Board of Directors.

19. EXEMPTION OF MEMBERS It is understood that the private property of each and all members of the Association is exempt from any claim for debts of the Association. It is also understood that the private property of any and all members shall be exempt from any claims, which might be filed against the Association as a result of any action to which the Association may be made a party.

20. AMENDMENTS These Bylaws may be amended by a majority vote of the members present at any Annual Meeting, providing that such amendments shall be presented immediately after said meeting is called to order and voted on late in the meeting so as to give time for proper consideration by the members.