ARTICLE I: Purpose

The name of this corporation is the Klamath Basin Chapter of the Native Plant Society of Oregon (KBCNPSO). KBCNPSO shall be organized and operated exclusively for charitable, educational, and scientific purposes. Subject to the limitations stated in the Articles of Incorporation, the purposes of the corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and Section 501(c)(3) of the Internal Revenue Code (or its corresponding future provisions).

The purpose of the Klamath Basin Chapter, Native Plant Society of Oregon is the preservation, conservation, and study of the native plants and vegetation of Oregon and the education of the public to the values of native flora and its habitat. KBCNPSO may engage in fundraising and other activities to promote our purposes.

ARTICLE II: Members

Section 1: Eligibility

Membership in the Klamath Basin Chapter, Native Plant Society of Oregon shall be open to all persons, or families interested in native plants of Oregon. Membership will become active when the annual dues are paid to the Klamath Basin Chapter Treasurer or to the NPSO State Membership Chair.

Section 2: Classes of Membership

The Klamath Basin Chapter will recognize all membership classes, levels or categories defined by the Native Plant Society of Oregon.

Section 3: Membership Privileges

All members of the Chapter have full membership in the Native Plant Society of Oregon and are entitled to all the privileges of that membership at the state and local level.

Section 4: Right of Members to Vote

There shall be voting members. Voting members have the right to elect and remove Chapter Board of Directors, to amend the Chapter Bylaws and Articles of Incorporation, and to take other actions allowed by law or these Bylaws. Each membership shall be entitled to the number of votes and any other voting rights as defined in the Native Plant Society of Oregon bylaws.

Section 5: Use of the Society's Name

The Chapter, or any officer or member thereof, except with approval of the NPSO State Board of Directors, shall have no power to act for the Native Plant Society of Oregon in any official manner, financially or otherwise. The Chapter shall also hold harmless the Native Plant Society of Oregon from any liability in connection with activities or function of the chapter.

Section 6: Termination of Membership

The State or Chapter Board of Directors may terminate any NPSO membership upon finding, by resolution, that a Chapter member has acted contrary to the purposes of NPSO, violated NPSO policies as established by the State or Chapter Boards, or used the name of or identification with NPSO (or any of its chapters) without authority and contrary to NPSO policies as established by the State or Chapter Boards. Anyone who believes that any NPSO membership should be terminated shall transmit to the State and Chapter Board of Directors a written request including a statement of the facts and circumstances supporting the request.

ARTICLE III: Member Meetings

Section 1: Meetings

Meetings of the members of the Chapter shall be held not less than four (4) times annually, the dates, time and place to be decided by the Chapter Board of Directors.

Section 2: Special Meetings

Special meetings may be called by the president, any two members of the board, or three (3) regular members by submitting a written request to the secretary. All Chapter members shall be notified in writing, by email, voice, or other means, not less than seven (7) days before such a meeting.

Section 3: Quorum

The presence of 10 % of the Chapter members at any meeting shall be necessary to constitute a quorum for the transaction of business. Every act or decision of a majority of the members present and voting, at a meeting duly held, at which a quorum is present, is a valid act of the members, unless a greater number is required by law, or by the Chapter Articles of Incorporation, or by the Bylaws.

ARTICLE IV: Dues

Section 1: Fiscal Year

The Chapter’s fiscal year shall begin January 1 and end on December 31 of each year.

Section 2: Determination of Dues

Dues shall be fixed and reviewed as needed by the NPSO State Board of Directors. Dues shall be payable January 1 and if unpaid by April 1, the membership lapses.

Section 3: Disposition of Dues

The Chapter Treasurer may collect the annual dues from each member and shall remit them in full promptly to the NPSO State Membership Chair. Dues revenue will be shared between the State and the Chapter as determined by the NPSO State Board of Directors.

ARTICLE V: Chapter Governing Body

Section 1: Board of Directors, Eligibility

The Klamath Basin Chapter Board of Directors shall be the governing body of the Klamath Basin Chapter, and only persons who are members in good standing of the Chapter and the Native Plant Society of Oregon shall be eligible for membership on this Board.

Section 2: Board of Directors: Number, Composition, and Terms of Office

There must be no less than 3 members comprising the Chapter Board of Directors. The Chapter Board of Directors shall consist of a President, Vice-President, Secretary, and Treasurer, (or Secretary-Treasurer), all of whose terms of office shall be one year. Officers of the Board of Directors may serve indefinite consecutive terms.

Section 3: Meetings

Meetings of the Chapter Board of Directors may be called by any of the officers. Notification in writing, by email, voice, or other means, of the date, time and place of meetings of the Chapter Board of Directors shall be given by the Chapter Secretary to each officer at least seven (7) days prior to the meetings.

Section 4: Quorum and Decisions

The presence of at least two Chapter officers at a meeting of the Chapter Board of Directors shall be necessary to constitute a quorum for the transaction of business. Every act or decision by a majority of the officers present at a meeting duly held, at which a quorum is present, is a valid act of the Chapter Board of Directors except where the law or these Bylaws require a greater level of agreement for approval.

ARTICLE VI: Officers Duties

Section 1: Officers

The elected officers of the Chapter Board of Directors shall be a President, Vice-President, Secretary and a Treasurer (or Secretary-Treasurer).

Section 2: President

The Chapter President shall preside at the meetings of the Chapter membership and of the Chapter Board of Directors, act as spokesperson for the Chapter, serve on the NPSO State Board of Directors as a voting member, and attend quarterly NPSO State Board of Directors meetings.
The President shall also perform the following additional functions: 1) report on NPSO State Board activities and decisions to the Chapter, 2) provide a quarterly report to the NPSO State Board Secretary, 3) raise Chapter issues as needed to the NPSO State Board, 4) work with the Chapter Board to coordinate field trips, programs, publicity, and other activities, and delegate tasks as needed, 5) be accessible and responsive to communications from Chapter members and the general public by phone, post and e-mail, 6) work with the Chapter Board to ensure all positions are filled, 7) encourage members to participate in Chapter leadership, 8) provide the Chapter’s treasurer name and contact information to the NPSO State Board Treasurer, 9) inform the State Board Secretary when a new Chapter President is elected.

Section 3: Vice-President

The Chapter Vice-President shall preside in the absence of the President and shall perform additional functions as required, such as the following: 1) be accessible and responsive to communications from Chapter members and the general public by phone, post and email, and 2) encourage members to participate in Chapter leadership. He/She shall become President immediately if the office of President becomes vacant until the vacancy can be filled as described by Article VII, Section 2.

Section 4: Treasurer

The Chapter Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the transactions of the Chapter, including accounts of its assets, liabilities, receipts, and disbursements. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Society with such depositories as may be designated by the Chapter officers. He/She shall disburse the funds of the Chapter as may be ordered by the officers, shall render to the President and other officers, whenever they request it, an account of all his/her transactions as Treasurer and of the financial condition of the Chapter. He/She shall have such other powers and perform such other duties as may be prescribed by the Chapter officers or the Bylaws, such as the following: 1) be accessible and responsive to communications from Chapter members and the general public by phone, post and e-mail, and 2) encourage members to participate in Chapter leadership.

Section 5: Secretary

The Chapter Secretary shall keep the minutes of all meetings of the officers, the Chapter meetings of members, with the time and place of holding, and shall have such other duties as may be prescribed by the Chapter officers. Other duties shall include the following: 1) be accessible and responsive to communications from Chapter members and the general public by phone, post and email, and 2) encourage members to participate in Chapter leadership. The Secretary shall conduct/ prepare such directives and other documents as are needed and authorized by the officers.

Section 6: Delivery of Records

Each officer, appointed or elected, upon the expiration of his/her term or the termination of his/her duties for any other reason, shall deliver to his/her successor the records of the office.

ARTICLE VII: Elections

Section 1: Nomination of Officers

Nomination of officers to the Chapter Board of Directors shall be conducted every year at the October meeting by nominations from the floor.

Section 2: Election of Officers

Annual elections shall include all Chapter members who attend the October meeting. All officers shall be elected by majority vote. Elected officers shall assume the duties of said office as of January 1st the following year and continue to be in the office one year or until their successor is elected. Any office vacated may be filled by election at any meeting by majority vote. The newly elected officer shall immediately assume the duties of said office for the balance of the term. Nomination and election of officers due to vacancies shall be conducted as per NPSO State Bylaws.

Section 3: Election Results

All election results shall be promptly reported to Chapter members and the NPSO State Secretary.

ARTICLE VIII: Chapter Organization

Section 1: Structure and Policy

A group of ten (10) or more members is required to maintain Chapter status. In addition to the Chapter’s Bylaws, all Chapter members shall also follow the Bylaws of the NPSO, except where allowed otherwise, as may be recorded in these Bylaws, and as approved by the NPSO State Board of Directors.

Section 2: Chapter Reports

Publications, reports of meetings, Chapter news, and items for publication should be sent to the State Editor of the Bulletin of the Native Plant Society of Oregon. Such information must be received by the monthly publication deadline established by the State Editor.

ARTICLE IX: Amendment Procedure

Section 1: Proposal

Amendments to these Bylaws may be presented at any meeting, but shall not be voted on until the next meeting. Members shall be notified in writing at least seven (7) days before a meeting is held to vote on amendments to these bylaws.

Section 2: Adoption

Amendments so proposed at such duly held meetings shall require approval by a majority vote of those voting. Voting shall be by written ballot. Adoption of amendments is official upon approval by the NPSO State Board of Directors.