New Jersey Arborists, Chapter of the International Society of Arboriculture
ABOUT NJAISA :: BY-LAWS
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CONSTITUTION
NEW JERSEY ARBORISTS, CHAPTER ISA, INC.
The name of this organization shall be: New Jersey Arborists, Chapter ISA, Inc., hereinafter referred to as the Chapter. For the purpose of conducting business and mailing, the office of the Executive Secretary shall be maintained as the official address of the Chapter There shall be an annual meeting of the Chapter at such time and place as may be designated by the Executive Board. In accordance with "Roberts Rules of Order"
SECTION 1: Principles and Values. The following are the objectives for which this organization has been organized:
Regular membership shall be open to individuals actively engaged in commercial, municipal, and utility arboriculture; to individuals who are actively interested in the planting and preservation of shade and ornamental trees. Student memberships will be available to full-time students while enrolled and attending a recognized school. Student members shall not be an officer or trustee. Honorary memberships may be bestowed at the discretion of the Executive Board. Lifetime memberships previously granted by the Arborists Association of New Jersey will be recognized. There shall be annual chapter dues and they shall be determined by the Executive Board. Suspension and Expulsion: Any member may be suspended for non-payment of dues by order of the Executive Board, providing the member is one year or more in arrears. The Executive Board may reinstate a member so suspended, providing the member pays all arrearages. Other causes for suspension or expulsion shall be brought before an appointed Ethics Committee. These charges shall then be brought before the Executive Board. A member so charged shall have the opportunity to present his case to the Executive Board, before said Committee rules on the charges. The majority shall rule. Reinstatement of such a member shall be the same as for a new member. The presence of not less than ten percent (10%) of the eligible membership to vote together with a majority of the Executive Board shall be necessary to conduct the business of this Chapter at the Annual Meeting or a Special Meeting. The presence in person or by proxy of 10% of the aggregate number of Members as of the record date (which shall be ten days prior to any meeting of members) shall constitute a quorum at any meeting, but if less than that number is present, the majority of those present may adjourn the meeting from time to time without further notice. Special Meetings of this Chapter may be called by the President when the President deems it for the best interest of the Chapter. Seven members of the Executive Board may request the President to call a special meeting; such request must be made in writing at least thirty days before the requested schedule date. Notices of any special meeting shall be mailed to all members at their addresses as they appear in the roll book at least two weeks before the scheduled date set for such special meetings. No other business but that specified in the notice may be transacted at such special meetings without the unanimous consent of all present at such meetings. Educational meetings shall be held at least quarterly or as often as monthly if deemed necessary by the Board. These meetings will vary in location to help promote membership throughout the state. Notification will be published in “The Canopy” and be mailed, or transmitted to each chapter member at least three days prior there to. At all meetings, all votes shall be via voice, except for the election of officers, for which ballots may be provided. If the majority so requires, any question may be voted upon via ballot. All members shall have voting power, however, a member whose dues are one year in arrears shall be ineligible to vote. Any member in good standing shall be eligible to be a trustee. The Chapter shall have up to nine (9) trustees, three (3) of which shall have a term of one (1) year; three (3) of which shall have a term of two (2) years and three (3) of which shall have a term of three (3) years. Subject to the classes established by the Executive Board, the Trustees other than those on the initial Board of Trustees, shall be elected at annual meetings of the members for a term of three years and until their successors are elected and have qualified. No Trustee shall serve for more than two (2) consecutive three (3) year terms. Any vacancy occurring in the Board of Trustees, whether by death, resignation, removal, or increase in the number of Trustees or any other cause, may be filled by a majority vote of the remaining trustees. Each trustee so elected shall hold office for the remainder of the term of the office vacated and until his successor is elected and qualified. The Corporation shall indemnify each of its corporate agents, as defined in N.J.S.A. 15A:3-4a (1), and each such agent shall be entitled without further act on his or her part to indemnity from the Corporation for all expenses (including the amount of any judgment or reasonable settlement made with a view to the curtailment of costs of litigation) reasonably incurred by him or her in connection with or arising out of any action, proceeding, or claim in which he or she may be involved by reason of his or her being or having been an agent of the Corporation, whether or not he or she continues to be such agent at the time of incurring such expenses; provided, however, that such indemnity shall not apply with respect to any matter as to which such agent shall be finally adjudged in such action or proceeding to have been guilty of willful misfeasance or malfeasance in the performance of his or her duty and provided- further, however, that the indemnification herein provided shall, with respect to any settlement of any such action, proceeding, or claim, include reimbursement of any amounts paid and expenses reasonably incurred in settling any such action, proceeding, or claim, when in the judgment of the Executive Board of the Corporation, such settlement and reimbursement appear to be in the best interests of the Corporation. In this connection, the Executive Board may rely upon the opinion of counsel. The foregoing right of indemnification shall inure to the benefit of the heirs, executors, or administrators of each such agent; and shall be in addition to any of their rights to which any such agent may otherwise be entitled, under any law, by-law, agreement, or vote of members or of the Executive Board. The Executive Board, in its discretion, may grant such further indemnification to the Corporation’s agents as may be authorized by N.J.S.A. 15A: 3-4. The general management and control of the affairs, funds, and property of the Corporation shall be vested in the Executive Board. The Executive Board may appoint an Executive Committee and one or more other standing or ad hoc committees, which may exercise such authority of the Board as may be delegated to them except for the following:
Seven of the members of the Executive Board shall constitute a quorum. Each trustee shall have one vote and such voting may not be done by proxy. Promptly, after every annual meeting of the members, the Executive Board shall hold an organization meeting and shall elect officers, trustees and liaisons and appoint such assistants and committees as may be appropriate for the proper management and operation of the Chapter. Notwithstanding any other provision of these By-Laws, any trustee or officer may be removed from office for good cause or without cause at any meeting of the Executive Board by majority vote of all members thereof; provided, however that notice of a removal vote is sent by registered or certified mail to such trustee or officer not less than 20 days prior to the meeting, and that trustee or officer is given full opportunity to be heard before any vote is taken. Regular meetings of the Executive Board, unless otherwise determined, shall be held at such time and place as the Executive Board may determine. Special meetings of the Executive Board may be called by the President or upon the written request of at least seven members of the Executive Board. The President or Secretary shall give written notice- of special meetings to the members of the Executive Board, which notice shall state the day, hour, and place of meeting, and shall be mailed or transmitted out not less than one week before any meeting. The notice of a special meeting shall include an agenda of the matters to be considered. Notice of any meeting may be waived by the delivery of a written waiver signed by those trustees waiving notice. All officers shall be members of the International Society of Arboriculture. Each officer shall have one vote and such voting may not be done by proxy. The officers of the organization shall be elected for the term of one year, except Chapter Representative. An officer may succeed himself in office. The President may serve no more than two (2) consecutive one-year terms. The President shall preside at all meetings. The President shall appoint all temporary committees. The President shall see that all books, reports, and certificates as required by law are properly kept or filed. The President shall have such powers as may be reasonably construed as belonging to the Chief Executive of any organization. The President shall convene the Executive Board whenever, in the President’s opinion the affairs of the Chapter demand or on the request of seven members of the Executive Board. The President-Elect and Vice President shall assist the President. In the absence of the President, the President-Elect and Vice President shall perform the duties of the President in their respective order. The Secretary shall keep the minutes-of all meetings of the Executive Board and the meetings of the members, and shall perform such other duties as usually pertain to that office and as may be determined by the Executive Board. In absence or the inability of the Secretary to act, a temporary Secretary may be appointed by the Executive Board. The Treasurer shall perform such duties and submit such reports, statements, and accountings as the Executive Board may prescribe. The treasurer shall arrange for the deposit of all funds and for the safekeeping of all securities of the Corporation in the name of the Corporation in such banks or other financial institutions as the Executive Board may designate. The Treasurer shall execute all checks and other writings for the withdrawal of funds; the Executive Board may require the signatures of such officers or agents on all or some checks as the Executive Board may direct. Chapter Representative- ISA Board of Directors- The Chapter shall conduct an election or make an appointment of an ISA member residing within its boundaries to serve a three-year term on the International Board of Directors. All Chapter Representatives shall serve for a three-year term unless they are completing an unexpired term. Chapter Representatives begin their term office at the close of the ISA annual conference following their selection, or upon their selection by the Chapter if this occurs between the annual conference and the end of the calendar year. The Chapter Representative may serve no more than two (2) consecutive three-year terms. SECTION 7: Executive Secretary. The Executive Board may employ an Executive Secretary and enter into a contractual agreement covering terms of employment. The Executive Secretary shall handle all routing of business of the Chapter subject to the approval of the Executive Board. The Executive Secretary shall issue notices of Chapter and Executive Board meetings. The Executive Secretary shall notify members of their election to or termination of membership and shall be official custodian of the records and seal of the Chapter. The Executive Secretary shall submit to the Executive Board at their meetings, an outline of Chapter activities to date, preceding said meeting. It shall be the duty of the Executive Secretary to file any certificates required by any statute, federal or state. A complete outline of the duties and goals of the Executive Secretary is included as an appendix to the By-Laws. Any member in good standing can serve on a committee. The Historian shall record via word and picture, a yearly history of Chapter activities and Chapter member activities, and will present an annual report at the Chapter Meeting. The duties and powers of all standing committees are as follows: The Annual Meeting Committee will be responsible for securing a facility and developing the program for the Annual Meeting. An agenda, approved by the Executive Board, will be printed and distributed to the membership. The Arbor Day Committee will encourage municipalities, organizations and individuals to develop Arbor Day programs and related projects. The Committee will also encourage them to participate in the Chapter’s Gold Leaf Award Program. The Committee will screen the submitted written programs or rough drafts by the participants. Approximately one month before the last Friday in April (Arbor Day) the winning participants will be notified by the Chairman and, if possible, arrangements will be made to have the Chapter President make the presentation of the plaque on Arbor Day or shortly thereafter. The Committee Chairman or a designated member of the Committee will also arrange to have the presentation ceremonies adequately covered by the various branches of the news media. The Awards Committee will be responsible for securing all awards for the NJSTCC, the Past President’s plaque, and the Gold Leaf Award. The committee chair will work with the Arbor Day Committee chair to identify a worthy Gold Leaf Award Recipient. The Budget Committee will prepare an annual budget for review by the Executive Board. The Committee will co-manage the Harry Birdsall Scholarship Fund. The chair of the committee will make a verbal and written report at the Annual Meeting. The chair of this committee will be the Certification Liaison to the International Society of Arboriculture. The Certification Liaison will be elected for a three year term and can succeed him/her self for one additional three year term. The Certification Committee will be responsible for conducting ISA prep courses for the certification examination and for holding and proctoring the certification examination twice yearly. The Committee will develop educational programs that will enhance the knowledge of the membership and will prove beneficial in meeting the requirements of the various agencies of government. The Committee will also assist the Chapter’s Annual Meeting in setting the agenda for the Annual Meeting and Dinner, or for any other similar activity in which the Chapter has been invited to participate. The Harry Birdsall Scholarship Fund will be co-managed by the Education Committee and the Budget Committee. The Legislative Committee will keep abreast of pending national, state or municipal legislation affecting commercial or municipal arboriculture in New Jersey. It will also advise the membership of any action to be taken concerning any adverse legislation or changes in agency regulations. It will also provide the Editor of the Chapter’s Newsletter with a written copy of their recommendation. The Membership Committee will develop programs or procedures for increasing the Chapter membership. The chair of this committee will be the NJSTCC Liaison to the International Society of Arboriculture. The NJSTCC Liaison will be elected for a three year term and can succeed him/her self for one additional three year term. The NJSTCC Committee will be responsible for all preparations associated with the conducting of the New Jersey Tree Climbing Championships. The Committee will arrange for sponsors, judges, and location. The Nominating Committee will consist of the three immediate past Presidents (surviving/active) and will be appointed by the President. The Nominating Committee shall propose members in good standing as candidates for election as trustees, liaisons and officers to fill such vacancies as may exist. The Nominating Committee shall file its report with the secretary at least 35 days prior to the Annual Meeting. The chair of the committee will be the TREE Fund Liaison to the International Society of Arboriculture. The TREE Fund Liaison will be elected for a three year term and can succeed him/her self for one additional three year term. The TREE Fund Committee will be responsible for Tour de Trees, and the Golf Outing, which fund the Chapter’s TREE Fund goal. SECTION 9: Constitution/By-Law Changes. Constitution/By-Law changes may be made by mail ballot or by written ballot at the Annual Meeting. Constitution/By-Laws changes at annual meeting: Proposed changes will be sent to members thirty days in advance. Any changes will require approval of two-thirds of the Executive Board and approval of two-thirds of the voting members present at the Annual Meeting. The proposed amendments must be available in written form at the commencement of the Annual meeting. Constitution/By-Law changes by mail ballot: Proposed changes and a separate ballot will be sent to the membership. Changes would require approval of two-thirds of the Executive Board and approval of two-thirds of the voting members replying to the ballot. All members in good standing presently designated as “Approved Arborist” will be exempt from the fee for the ISA prep course for three (3) years following the adoption of the By-Laws. Approved Arborists will retain their designation. This designation will be discontinued no later than the aforementioned three (3) year period following the adoption of the By-Laws. Upon the dissolution or other termination of the Association, no part of the property of the Association or any of the proceeds shall be distributed to or inure to the benefit of any of the members, Trustees, Liaisons, or Officers of the Association, but all such property and proceeds, subject to the discharge of valid obligations of the Association, shall be distributed exclusively to Federal, State or local government bodies or to other charitable or educational organizations interested or involved with the planting or preservation of trees as determined by the Executive Board, which would then qualify under the provisions of Section 501(c) (5) of the Internal Revenue Code and the Regulations as they now exist or as they may hereafter be amended. |
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