Bylaws
ROCKY MOUNTAIN CHAPTER, INC. CONSTITUTION AND BYLAWS
June 3, 2004
REVISED – June 30, 2010
Article 1. Name – the name of this organization shall be the “International Society of Arboriculture – Rocky Mountain Chapter, Inc.”, hereinafter referred to as the CHAPTER. The CHAPTER is a recognized chapter of the International Society of Arboriculture”, hereinafter referred to as ISA.
Article II. Mission – Through outreach and education foster an appreciation for trees in the Rocky Mountain Region and support the practice, technology and research of arboriculture.
Objectives – The objectives of the CHAPTER will be to support and provide education in the art and science of arboriculture, to improve the practice of tree preservation, to stimulate a greater appreciation of shade trees for useful and aesthetic purposes, to encourage and stimulate active participation with organizations and/or individuals having arboricultural interests, and to provide up-to-date information.
Article III. Membership and Voting Privileges – Regular, Chapter Only and Student memberships shall be open to all individuals qualified for full membership under the Bylaws of the ISA. Types of memberships in the CHAPTER shall be:
A. Regular Member: Membership in both the CHAPTER and ISA is required. Regular Membership shall have direct voting power on all matters coming before the CHAPTER and matters coming before the ISA.
B. Chapter Only Member: Membership in the CHAPTER is required. Members shall have direct voting power on all matters coming before the CHAPTER. No voting power will be allowed on ISA matters. Chapter Only Members cannot be members of the CHAPTER Board of Directors.
C. Student Member: Limited to full-time students enrolled in courses in arboriculture, or supporting allied fields, in an accredited institution, college, or university. Student Members shall have no voting privileges and cannot hold a position on the CHAPTER Board of Directors.
D. Sustaining Member Status: Sustaining Membership Status shall be conferred upon members, individuals and organizations who desire to promote the aims, purposes and welfare of the CHAPTER and make a substantial contribution to the CHAPTER. Minimum contribution criteria for qualifying for Sustaining Membership Status shall be determined by the Board of Directors annually. Sustaining Members, who do not otherwise have voting privileges, shall have no voting privileges.
E. Honorary Lifetime Member: Limited to individuals who have made material contributions to the advancement of arboriculture either through research, field practice, promotion, invention or literature. The CHAPTER Board of Directors is empowered to award Honorary Lifetime Membership to not more than one individual annually. Honorary Lifetime Members shall have full member status and voting privileges.
Article IV. CHAPTER Dues, Annual Meeting, and Fiscal Year
A. Dues for each category of membership shall be determined each year by the Board of Directors, and shall become effective upon a majority vote by the membership at the Annual Meeting.
B. There shall be an Annual Meeting of the CHAPTER at such time and place as may be designated by the Board of Directors. Other meetings, workshops, classes and exhibits may be arranged by the Board of Directors to provide continuing education or for other purposes.
C. The calendar year shall be the fiscal year of the CHAPTER.
Article V. Board of Directors, and Executive Director
A. CHAPTER Officers – CHAPTER Officers shall be the President, Immediate Past-President, President-Elect, Vice-President, Secretary/Treasurer, and Editor.
B. Executive Committee – The Executive Committee shall consist of the President, Immediate Past-President, President-Elect, and Vice-President.
C. Board of Directors – The Board of Directors shall consist of CHAPTER officers, CHAPTER representative to the ISA Council of Representatives, and four state and four at-large members.
D. The CHAPTER shall elect one representative to the ISA Council of Representatives in accordance with the ISA Constitution and Bylaws.
E. Executive Director – If the CHAPTER deems it necessary to contract the services of an Executive Director, this person shall be an ex-officio member of the Board of Directors.
Article VI. Terms of Office
A. The person accepting the term of office for Vice President shall serve the first year as Vice-President: the second year as President-Elect, the third year as President and the fourth year as Past-President.
B. The term of office for the CHAPTER representative to the ISA Council of Representatives shall be 3 years.
C. All other CHAPTER Officers and Board members shall be elected for a two-year term.
D. Four of the eight directors shall be elected as State Directors. Each State Director shall be elected by the members of their respective state within the chapter. The four at-large directors will be elected by the chapter as a whole. Four of the eight directors shall be up for election each year.
E. All Chapter Officers and Board members must reside within the CHAPTER boundaries.
F. All Chapter Officers and Board members shall be elected by a mail vote.
G. Chapter Officers and other Board members shall take office on the first day of the new year following the annual meeting.
H. If a vacancy in a Chapter office or Board of Directors position occurs, the Nominating Committee shall submit a recommendation for a replacement to the board within 30 days of vacancy. A majority vote of the Board of Directors shall be required to approve the replacement candidate. The replacement shall complete the unexpired term.
Article VII. Duties and Powers of the CHAPTER Board of Directors, Executive Committee, and Executive Director.
A. Officers-
- The President shall preside at the meetings of the CHAPTER, the Executive Committee, and of the Board of Directors. The President shall appoint all committees that are found to be necessary for the conduct of CHAPTER business.
- The President-Elect shall assist the President and, in the event of the President’s absence or disability, shall perform the duties of the President. The President-Elect shall succeed to the Presidency when the President’s term expires.
- The Vice President shall assist the President, and in the event of absence or disability of the President and the President-Elect shall perform duties of the President.
- The Secretary/Treasurer shall be responsible for the management of all routine CHAPTER business; the maintenance of meeting records, minutes, and CHAPTER financial records; and the receipt and disbursal of CHAPTER funds as approved by the Board of Directors. Routine administrative duties may be performed by an Executive Director, under the supervision of the Secretary/Treasurer, as contracted for by the CHAPTER.
- The Editor shall be responsibly for all publications produced by the CHAPTER.
B. Executive Committee – The Executive Committee shall operate under the following guidelines.
- A quorum of at least three Executive Committee members shall be required to convene a meeting.
- All decisions shall be made by simple majority vote.
- The Executive Committee may meet by teleconference.
- The Executive committee is hereby given the authority to make decisions and transact business for the CHAPTER, which meets one or more of the following criteria:
a) The action in question has been specifically authorized by the Board of Directors.
b) The action in question is of a routine nature, which clearly follows policy for which a precedent has been set by the Board of Directors, or for which the Board of Directors has specifically set a policy by resolution.
c) The action in question is in immediate need of resolution, precluding action by the full Board of Directors. In situations where it is in the best interests of the CHAPTER to make a decision in an expeditious manner, and the full Board of Directors cannot meet in time to consider the question, the Executive Committee is hereby authorized to decide the matter.
C. Board of Directors – The Board of Directors shall have general supervision over CHAPTER affairs and be empowered to act for the CHAPTER at and between its annual meetings. The Board of Directors shall meet at least quarterly. A quorum of at least eight (8) members of the board shall be necessary to conduct business.
D. ISA Council of Representative – The CHAPTER representative to the ISA Council of Representatives shall represent the CHAPTER in all matters coming before the ISA Council of Representatives in accordance with the ISA Constitution and Bylaws.
E. Executive Director – An Executive Director may be contracted to assist the Board of Directors. The Board of Directors shall review and approve a contract between the Executive Director and the CHAPTER, specifying the services to be provided, fees, and responsibilities of the Executive Director.
F. All Directors shall be both a member of the chapter and ISA International
G. No director shall be liable to the corporation or its members for monetary damages for breach of fiduciary and/or pecuniary duty as a director except as to any liability to the corporation or its members for: breach of the director’s duty of loyalty to the corporation or its members; acts of omissions not in good faith or which involve intentional misconduct or knowing violation of law; acts specified in C.R.S. ss 7-24-111; or any transaction form which the director derived an improper personal benefit. .
Article VIII. Standing Committees – The CHAPTER is authorized to establish and maintain the following standing committees and such other ad-hoc committees as may, from time-to-time, be deemed necessary by the Board or the President. All committee chairs shall be appointed by the President, with the approval of the Board of Directors. Committee duties shall be specified in the CHAPTER Operations and Procedures Manual.
- Awards and Recognition
- Certification
- Education
- Financial
- Tree Climbing Championship
- Membership
- Nominating
- Plant Appraisal
- Public Relations & Marketing
- Safety and Risk Management
Article IX. Amendments – These bylaws may be amended by mail ballot with a two-thirds affirmative vote of the members voting, providing that such amendments shall have the prior approval of two-thirds of the members of the Board of Directors. These bylaws may also be amended at any legally-called business meeting of the CHAPTER by a two-thirds vote of the members present, providing that such amendments shall have the prior approval of two-thirds of the members of the Board of Directors, and that notice has been sent to all members by the Secretary at least one month prior to said meeting.
