Constitution and Bylaws


Revised March 2009

Constitution

Article I
Name and Objectives

Section 1.
A. The name of the organization shall be Rhode Island Christmas Tree Growers' Association, Incorporated ("RICTGA" or the "Association")

Section 2.
The objectives of this Association shall be:
A. To compile and disseminate information on the production and marketing of quality Christmas Trees.
B. To encourage research into the problems connected with the production of quality Christmas trees.
C. To provide a medium for the building of acquaintances and the exchange of experience among those interested in Christmas tree growing, handling and related fields.
D. To develop consumer good will by growing and selling quality Christmas trees.

Article II
Membership

Section 1.
A. Members shall be persons who are engaged in or interested in some phase of growing, marketing or promoting quality natural Christmas trees and their by-products.
B. Each dues paying member in good standing shall be entitled to vote and to hold office.

Section 2.
A. Each application for membership shall be accompanied by one year's dues and shall be subject to approval of the Board of Directors.

Section 3.
A. The annual dues for each of the categories of membership will be determined by a vote of the Board of Directors.  The fiscal year of the Association shall be the calendar year.  Dues are payable Jan.1 and are delinquent March 1.  Ex-members delinquent in dues may be reinstated, on approval of the Board of Directors, by payment of one year's dues. 
B. There shall be three additional non-voting categories of membership as follows:
     Affiliate member - Affiliate members are those members who are spouses or   otherwise related to a Member, but who do not have a farm or other Christmas Tree related enterprise that differs from the primary member.
     Honorary member - Honorary members are voted by the Board of Directors and shall only have those benefits of membership as determined by the Board at their discretion.
     Sponsoring member – a Sponsoring member is an enterprise engaged in the selling of products related to the objectives of the Association, or else engaged in the promoting of, or other services related to, the objectives of the Association.

Article III
Board of Directors

Section 1.
A. The direction and management of the Association shall be vested in a majority vote of the Board of Directors (The "Board") determined by total membership as outlined below.  The Board shall consist of the President, the Vice President, the Secretary, the Treasurer, the Director to the National Christmas Tree Association (when applicable,) the immediate past President and at least 1 director from each of the three districts.  The number of Regional Directors from each district shall not exceed 3.  The exact number shall be determined by a vote of the Board.  Lastly there shall be one Director at Large.
The districts are: Northern Rhode Island (Providence County), Southern Rhode Island (Kent and Washington counties) and Eastern Rhode Island (Bristol and Newport Counties). District Representatives and the Director at Large shall serve a one year term.  The Board of Directors shall be elected at the annual meeting.  The Officers of the Association and the National Director shall serve on the Board of Directors for the term of their office.

Article IV
Officers

Section 1.
A. The Officers of the Association shall be the President, Vice President, Secretary, and Treasurer.  These officers shall be elected at the annual meeting for a term of one year or until their successors are duly chosen.

Article V
Meetings

Section 1
A. The annual meeting shall be held in the spring of the year at a location selected by the Officers of the Association.
B. An optional summer or fall meeting may be held at a time and location selected by the Officers of the Association.

Article VI
Insignia – Trade Mark

Section 1.
A. An appropriate insignia or trademark shall be designed and adopted.  The insignia may be used by members, subject to the rules and regulations established by the Association.

Article VII
Amendments

Section 1.
A. Any articles or sections of the Constitution may be amended, repealed, or challenged by a two -thirds vote of the active members present at any annual meeting, provided that notice of such proposed amendment, repeal, or change have been mailed to all active members ten days prior to the date of such annual meeting.

Article VIII
Incorporation

Section 1.
A. The Rhode Island Christmas Tree Grower's Association, Incorporated shall be a nonprofit organization and shall be so incorporated under the laws of the State of Rhode Island.


By – Laws

Article I
Elections

Section 1.
A. At least thirty days prior to the annual meeting, the President shall appoint a nominating committee  At least fifteen days prior to the annual meeting the nomination committee shall submit in writing their nominations to the Secretary who shall include the list of nominations in the announcement of the annual meeting.  Elections shall be by ballot or hand vote of active members.  Ballots may be submitted to the Secretary in writing or electronically in advance of the annual meeting.
B. Unexpired terms caused by death, resignation, inactivity or other reasons of Officers or Directors shall be filled by the Board of Directors.  Officers or Directors so elected shall serve the unexpired term of their immediate predecessors.

Article II
Duties of Officers and Directors

Section 1.
A. The President shall preside at all meetings of the Association and Board of Directors and shall have general charge and supervision of the affairs of the Association, together with such other duties as may, from time to time be delegated to the President  by the Board of Directors.  The President  shall be an ex-officio member of all committees.  The President may at his or her discretion appoint a recording secretary for meetings of the Association.  The Recording Secretary may be called upon to assist the Secretary of the Association.
B. The Vice President shall assume the duties of the President in the Presidents absence or at the Presidents request.  The Secretary shall attend all meetings of the Association and Board of Director meetings.  The Secretary shall keep a record of all of the transactions of the meetings in the record book of the Association.  Written or electronic notice of the annual meetings shall be sent by the Secretary or his/her designee to all members at least ten days prior to the meeting, and shall include the report of the nominating committee.  The Secretary shall perform such other duties as required by the Board of Directors or assigned by the President. The Secretary shall be the custodian of the records of the Rhode Island Christmas Tree Grower's Association.
C. The Treasurer shall receive all monies and deposit the same to the credit and in the name of the Association in such depositories as may be designed by the Board of Directors.  The Treasurer shall pay bills when authorized by orders duly signed by the President and Secretary.  The Treasurer shall make reports to the annual meeting of the Association and to the meetings of the Board of Directors.  The books of the Treasurer shall be open to all of the Board of Directors and shall be audited at least once each year.  The Treasurer shall submit annual finance statement to the Board of Directors for their approval.
F.  The Board of Directors shall be responsible for the management, control, and administration of the finances and program of the Association, and shall report to the annual meeting of the Association.

Article III
Meetings

Section 1.
A. Special meetings of the Association may be called by the Board of Directors, by direction of the President, or upon written request of 20% of the active membership.  Notice of special meetings shall be sent out ten days prior to such meetings, and shall specify the purpose of such meetings.

Section 2.
A quorum shall consist of the members in attendance at any meeting.

Section 3.
B. The Board of Directors shall meet at least three two times per year and shall be called upon action of the Board, or by order of the President, who shall designate the time and place of such a meeting.  A meeting of the Board of Directors shall take place following the close of the fiscal year, but prior to the annual meeting of the association.  A majority of the Board of Directors present at such meeting shall constitute a quorum for any meeting of the Board of Directors.  Any Association member in good standing may attend all meetings of the Board, but shall have no vote.  Notice of all such meetings shall be sent to all members of the Association.

Article IV
Committees

Section 1.
A. The President shall appoint Committee Chairmen subject to approval of the Board of Directors.  Chairmen shall serve a term of one year, and each shall select the members of his committee.

Section 2.
A. The standing committees of the association shall be: Membership; Publicity and publications; Program; Marketing and Research; Legislative.  Committee chairpersons shall send a report to the publications chairperson for inclusion in the newsletter publication.

Article V
Incorporation

Section 1.
A. Members of the Association in good standing by virtue of these bylaws are associates of and with the original incorporators of the Association and as such associates, they, the members, shall possess all the powers of the original incorporators.

Article VI
Amendments

Section 1.
A. Any article or section of these bylaws may be amended, repealed, or changed by a two thirds vote of the active members present and voting at any annual or special meeting of the association provided that notice of such proposed amendment, repeal, or change have been mailed to all active members ten days prior to the date of such annual or special meeting of the Rhode Island Christmas Tree Growers' Association.

 

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