CONSTITUTION and BYLAWS

of

PORTAGE COUNTY BEEKEEPERS

Revised - May 2016

Article I – Mission and Address

Section 1. The name of the Association is “Portage County Beekeepers.”

Section 2. The mission of this Association shall be to broaden the knowledge of beekeeping among its membership and the public, to foster the best bee practices and techniques in apiary management.

Section 3. The place in this state where the principal office of the association is to be located is Portage County, Ohio.

Section 4. Said corporation is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 5. The mailing address for Portage County Beekeepers shall be the same as the statutory agent on record with the Ohio Secretary of State.

Section 6. The Portage County Beekeeper’s fiscal year is January 1 to December 31 each year.

Section 7. The names and addresses of the persons who are the initial Executive Board of the corporation are as follows: Geoff Westerfield-President, Valerie Lyczek-Vice-President, and Karen Dodds-Secretary/ Treasurer.

Article II – Membership and Dues

Section 1. The membership shall consist of beekeepers and any others interested in beekeeping or allied activities.

Section 2. Active Membership: The privilege of membership in the Association shall be accorded upon payment of the membership fee.

Section 3. Honorary Membership: Any person may be elected to honorary membership by a two-thirds vote of members present at any regular meeting. The Executive Board, with a majority vote, shall have sole discretion as to whether the membership can vote for a name submitted for an Honorary Membership. Honorary members are not eligible to vote.

Section 4. Membership Dues: A membership shall run from January 1 to December 31 and shall be payable to the Treasurer. Membership may begin any month. Fees paid during the interim carry to December 31st. No partial-year dues are accorded. The dues shall be $10.00 per year. Membership shall terminate after a three (3) month grace period.

Section 5. Dues Changes: Any changes in the annual membership fee for the following year’s membership shall be presented by the Executive Board to the Board of Directors. If passed by the Board of Directors, the approved change shall be presented to the membership at the next regular bi-monthly meeting for a vote. The change in the dues is subject to approval by a majority of members present at that bi-monthly meeting.

Article III – Officers, Their Duties, and Terms of Office

Section 1. Definition of an Officer: An officer shall mean any member of the Executive Board or Board of Directors.

Section 2. Executive Board: The Executive Board shall be a President, a Vice-President, Secretary, and a Treasurer.

Section 2a. President: The President shall have general supervision of the affairs of the Association, and shall preside at all regular bi-monthly business meetings and meetings of the Executive Board. The President shall appoint such chairs and committees as are specified in the bylaws. The President shall work with the rest of the Executive Board to schedule programs, workshops, and speakers.

Section 2b. Vice-President: The Vice-President shall preside over meetings in the absence of the President and shall be in charge of publicity including, but not limited to, communication to membership and newspapers, handling arrangements for speakers, and recruiting new members. The vice-president shall oversee all chairs and committees and hold an annual meeting of chairs and committees in February. The Vice-President shall work with the rest of the Executive Board to schedule programs, workshops, and speakers.

Section 2c. Secretary: Shall attend and keep a full record of all meetings, and shall conduct the correspondence under the direction of the President, and shall give, or cause to be given, notice of all meetings. The Secretary shall work with the rest of the Executive Board to schedule programs, workshops, and speakers.

Section 2d. Treasurer: Shall collect dues and record the name and address along with the email if available of every member of the association. The Treasurer shall also keep a record of all monies received and deposit the same to the credit of the Association in such depository as may be directed by the Executive Board, rendering a report of all receipts and expenditures at each regular bi- monthly meeting and newsletter, and shall submit an annual report of the financial status of the Association to the Finance Committee. The Treasurer shall work with the rest of the Executive Board to schedule programs, workshops, and speakers.

Section 3. Board of Directors: The Board of Directors shall consist of six (6) dues paying members of the association. The Board of Directors shall have charge of approving the budget; pass any and all special legislative matters found desirable and not in conflict with or provided by this instrument on to the membership. They shall see that the treasurer’s books are internally audited annually.

Section 4. Terms of Office: The President, Vice-President, Secretary, Treasurer shall serve for terms of office of two years. A Board of Director shall serve for terms of office of three years. No office shall be held in the same position for more than three successive terms.

Section 5. Salary of Officers: No Officer shall receive any salary for their services.

Section 6. Indemnification of Directors and Officers: Portage County Beekeepers shall maintain the appropriate insurance for the association including Directors and Officers insurance to hold indemnification for them for actions and events pertaining to Portage County Beekeepers.

Section 7. Quorum: A quorum of the Executive Board and/or Directors shall be not less than one-half (1/2). No voting shall take place unless quorum is met.

Article IV – Finances

Section 1. The Executive Board shall have charge of various business transactions and authorize the expenditure of monies over one hundred fifty dollars ($150.00). Expenditures of One hundred and fifty dollars ($150.00) or less may be approved verbally by the President. No more than one hundred fifty dollars ($150.00) may be spent per month by the President.

Section 2. The President and the Treasurer shall be the signatories of Portage County Beekeepers bank account(s). The Treasurer shall maintain all financial records and provide copies to the Finance Committee of account totals annually. Monies shall be deposited to accounts within fourteen (14) days of receipt. Receipts for expenditures shall be submitted to the Treasurer within sixty days of expense. Reimbursement of expenses shall be within thirty days of receipt of valid expense documentation.

Section 3. Finances shall be kept by the Treasurer in an electronic format in Microsoft Excel.

Section 4. The Finance Committee shall develop an annual budget in October for the next calendar year; they shall review the Treasurer’s books prior to the beginning of the fiscal year, and also upon any resignation/removal of a Treasurer. The Finance Committee shall meet twice a year.

Section 5. Once every five (5) years the Finance Committee shall have a review completed of the association’s finances. Prior to the start of the review, the Finance Committee shall make a recommendation to the membership of who will perform the review and the review cannot begin until the membership has approved of the reviewer(s) by a majority vote. Anyone performing the review shall not have been Officers of Portage County Beekeepers.

Article V – Election of Officers

Section 1. Any dues paying member may be nominated for any office. The President shall appoint a temporary nominating committee in September to solicit the membership for vacant positions.

Section 2. Immediate family members of a current Officer may not be elected while that family member sits on the Executive Board or Board of Directors. Immediate family members are: spouse, child, brother, sister, father, or mother.

Section 3. Elections for the President, Vice-President, Secretary, and Treasurer shall be done every two years. The President and Treasurer positions shall be elected in November of odd numbered years, the Vice-President and Secretary in November of even-numbered years. Two Director positions shall be voted for every year.

Section 4. Voting: Voting shall be by written ballots. Ballots shall be provided and tabulated by the nominating committee during the meeting in which voting occur. A record of election results must be maintained by the Secretary.

Section 5. Vacancies: Vacancies for the remainder of an unexpired term shall first be offered to the runner-ups of that vacant position from the previous election. If no runner-ups are available or accept, there shall be a vote at the next regular bi-monthly meeting of candidates nominated by the membership at that meeting.

Section 6. Removal and Resignation.

Section 6a. The Board of Directors may seek the resignation of any Officer who is unable to perform their duties due to lack of attendance at Board meetings or inability to perform their duties if the majority of the Board of Directors (4/6ths or more) agrees to the removal. The Board of Directors shall notify the membership within thirty (30) days of a vote for removal unless immediate action is required.

Section 6b. An Officer may resign at any time upon written notice to a member of the Executive Board or Board of Directors.

Section 6c. Any member may request resignation of an Officer in writing to the Executive Board.

Section 6d. Removal Process: Membership shall be notified within thirty (30) days of a vote to remove an Officer. Any Officer may be removed by a two-thirds majority vote of the members at any regular bi-monthly meeting.

Article VI – Meetings

Section 1. Routine Meetings: Portage County Beekeepers shall hold regular bi-monthly meetings. The time, location, and dates shall be decided upon by the Executive Board and announced to membership at least thirty days (30) in advance. The location for the meeting must be accessible to all members.

Section 2. Non-routine Meetings: Special meetings, field days, or workshops may be held at any time. The time, location, and dates shall be decided upon by the Executive Board and announced to membership. Because beekeeping is an inherently physical activity conducted in natural/agricultural settings, the location may not be accessible at all times to all members (ex. unpaved access, distance to parking, etc.).

Article VII – Chairs and Committees

Section 1. The President shall appoint the following Standing committees:

1. Social Chair

2. Field Day/Special Events Chair

3. Fundraising Chair

4. Bylaws Committee

5. Finance Committee

Section 1a. The Social Chair shall be in charge of coordination of refreshments at each of the regular bi-monthly meetings. As needed, the chair can solicit the membership for assistance and may make request of funds to facilitate the refreshments for the meetings to the Executive Board.

Section 1b. The Field Day/Special Events Chair shall be in charge of coordination of special events including, but not limited to, Field Day and picnics. As needed, the chair can solicit the membership for assistance and may make request of funds to facilitate special events to the Executive Board.

Section 1c. The Fundraising Committee shall consist of a Chair and the Guard Bee. The Chair shall be in charge of coordination of activities and events to generate additional income for Portage County Beekeepers, LLC. The Guard Bee’s responsibility shall be to facilitate raffles at meetings and workshops. As needed, the chair can solicit the membership for assistance and may make request of funds to facilitate fundraising to the Executive Board.

Section 1d. The Bylaws Committee shall be created as needed, but with a mandatory review every five years to review and/or update the Bylaws. The Bylaws Committee shall be comprised of at least five (5) members including at least one active member that is not an Officer, one Board of Director, and one Executive Board member.

Section 1e. The Finance Committee shall consist of at least 3 Directors and the Executive Board and shall perform the duties outlined in Article IV.

Section 2. Additional committees may be appointed by the President as required.

Article VIII – Amendments

Section 1. This Constitution, Articles of Incorporation, and/or Bylaws may be changed at any regular business portion of a regular bi-monthly meeting by two-thirds of eligible members present. Members shall be notified of the proposed changes at the regular bi-monthly meeting prior to the regular bi-monthly meeting when they are voted upon.

Article IX – Net earnings

Section 1. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, Directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these bylaws . No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on either of the following:

Section 1a. By a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or

Section 1b. By a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 2. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.

Article X – Dissolution

Section 1. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code (preferably to Ohio State Beekeepers Association or another county beekeeping association), or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article XI – Non-Discrimination

The Portage County Beekeepers does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to, election of officers, selection of committee members, and invited speakers.

Article XII – Amendments

As amendments to the bylaws are enacted the previous wording along with the Article/Section in which the change was made shall be listed in Article XII along with date the change was passed.

Amended November 15, 2018

Article III, Section 2c. Secretary/Treasurer: The Secretary/Treasurer shall attend and keep a full record of all meetings, and shall conduct the correspondence under the direction of the President, and shall give, or cause to be given, notice of all meetings. The Secretary/Treasurer shall collect dues recording the name and address along with an email if available of every member of the association. The Secretary/Treasurer shall also keep a record of all monies received and deposit the same to the credit of the Association in such depository as may be directed by the Executive Board, rendering a report of all receipts and expenditures at each regular bi-monthly meeting and shall submit an annual report of the financial status of the Association to the Finance Committee. The Secretary/Treasurer shall work with the rest of the Executive Board to schedule programs, workshops, and speakers.

Article V, Section 3. Elections for the President, Vice-President, and Secretary/Treasurer shall be done every two years. Two Director positions shall be voted for every year.