THE NATIONAL CAPITAL DAYLILY CLUB, INC.
CONSTITUTION AND BYLAWS
Article I Name
The name of this organization is the National Capital Daylily Club, Inc. (hereafter the “Club”). The Articles of
Incorporation and any amendments thereto of this organization shall be kept in the possession of the
Treasurer. Copies of these documents shall be maintained by the Recording Secretary and the President.
Article II Purpose
Said club is organized exclusively for educational and scientific purposes, and especially to promote,
encourage and foster the development and improvement of the genus Hemerocallis and public interest
therein. These purposes are expressly limited so the club qualifies as an exempt organization under Section
501(c) of the U. S. Internal Revenue Code of 1954 or the corresponding provision
of any future U.S. Internal Revenue Law.
Article III MEMBERSHIP
Membership in the Club shall be open to any person or organization that is interested in the objectives of
the Club, adheres to the Constitution and Bylaws and promptly pays the appropriate dues. The Club shall
not make any provisions to prohibit or limit its membership that would be in contravention of Federal or
State law. Electronic communications (e.g. e-mail) with members shall have the same standing and validity
as comparable traditional communications (e.g. Postal Service mail). Any references in this document to
mail, writing or written notice shall be considered to include e-mail.
There are two categories of membership, 1) Regular, consisting of members who are members of the
American Hemerocallis Society, Inc. and 2) Associate, consisting of all other members.
Any member may vote at any business meeting of the Club and may participate in all activities of the Club.
The types of membership, which apply to both membership categories, are as follows:
INDIVIDUAL An individual member, who is entitled to a single vote and will receive all Club mailings.
FAMILY Members of a family living at the same residence, who will receive a single copy of all Club mailings.
Not more than two members of the family may vote at business meetings.
ORGANIZATION An organized group, which is entitled to a single vote and will receive a single copy of all
Club mailings. SENIOR A member who is 65 or older by January 1 of the current calendar year. A senior
member has all the privileges of
YOUTH A member who was younger than 19 on January 1 of the current calendar year. A youth member
has all the privileges of individual membership.
LIFE A lifetime membership. A life member has all the privileges of individual membership.
HONORARY A membership bestowed by the Club, at the decision of the Board of Directors. An honorary
member receives all the privileges received by a paid member of the same type.
Article IV BUSINESS MEETINGS
A business meeting of the members of the Club shall be held before November 1 of each year at a
reasonable time and place determined by the Board of Directors (hereafter the "Board"), when the
members shall elect: The President and Vice President to serve two-year terms; and three to five Directors
to serve three-year terms on the Board. Their terms of office shall commence January 1 of the following
Contested elections shall be conducted by written ballot. Written ballots do not need to be preprinted with
the names of candidates. Candidates for Director shall be elected by a plurality of members voting. I.e., only
one ballot shall be taken and the candidates that receive the most votes shall be elected as Directors.
Except however, in the event of a tie, additional written ballots shall be taken for those candidates not
clearly elected. Members may not vote for any candidate more than once on each ballot.
The President and Vice President shall be elected by a majority of members voting. If no candidate receives
a majority on the first round, a runoff shall be conducted between the top two candidates for the office.
The members may, at any business meeting, transact such other business as may properly be brought
before such meeting. Notices of any business meeting shall be published in the Newsletter, or mailed to the
membership at least three weeks before such meeting. Those members in attendance at a business
meeting of the membership shall constitute a quorum.
The Board of Directors shall meet at least once a year to transact business.
All questions of procedure shall be resolved by reference to the most recent edition of Robert's Rules of
Order, Newly Revised.
Article V BOARD OF DIRECTORS
A Board of Directors, duly elected by the members, shall constitute the executive authority of the Club. A
Director must be a member of the Club and of the American Hemerocallis Society. The Board shall have
complete and comprehensive power and authority to conduct the business and affairs of the Club and shall
have full discretion and decision in any and all questions that may arise, except as limited by the
Constitution and Bylaws or vote of the entire membership in assembly. The immediate Past President may,
at his or her discretion, be a member of the Board.
In addition to the immediate Past President, the Board shall be composed of a minimum of nine Directors.
The number of Directors shall be reviewed by the Board annually and may be adjusted up or down, but not
below the prescribed minimum. Each year, members of the club shall elect from three to five Directors to
serve three-year terms. No Director may be elected for more than two consecutive three-year terms.
(Hereafter, except in reference to the election of Directors, the term "Directors" includes the immediate Past
President.) Directors shall not receive compensation for their services as Directors.
On a biennial basis, as soon as practicable after each annual election of Directors, but before the last day
of the calendar year, the Board shall meet and elect the Treasurer, Recording Secretary and
Corresponding Secretary and transact such business as may be properly brought before the meeting. The
place and time for such meeting shall be fixed by the President of the Club or by request of at least five
Directors. The President or the Directors present at any meeting may set the time and place for additional
meetings. Notice of the meeting shall be mailed three weeks prior to said meeting.
An emergency meeting of the Board may be called by the President or at least five Directors to consider
specific matters. All Directors and officers shall be promptly notified of the subject of the meeting and of the
time and place of the meeting. The meeting shall not consider matters other than those originally specified.
If a matter must be addressed by the Board before an emergency meeting can be convened, a poll (e.g., by
telephone, postcard, e-mail, or personal contact) of the Board may be taken. An attempt shall be made to
contact every member. More than half the Board must assent to an action for it to pass. The Directors and
officers shall be promptly notified in writing of the results of such a poll, including who was contacted and
how each voted.
Those Directors in attendance at a Board meeting shall constitute a quorum.
Club members are encouraged to attend Board meetings. All Club members present at a Board meeting
may express opinions on the business of the meeting and offer motions, but the acts of a majority of
Directors present and voting at the meeting shall constitute the action of the Board.
The Chair of a Board meeting may vote, but only to break ties.
An officer or a Director may be removed for any reasonable cause, as determined by the Board. Charges of
reasonable cause for removal may be brought by the Board or filed in a written statement signed by five
members of the Club and sent to the Board or to any officer. The accused officer or Director shall be
notified of the charges in writing and shall have the privilege of being present at any meeting of the Board
at which the charges will be considered. The date for the meeting shall be at least three weeks after the
postmark date of the notice. The officer or Director charged may be removed by a two-thirds vote of the
Board members present and voting. The vote of the Board shall be final.
If the office of any Director other than the Past President or officer other than the President becomes
vacant prior to the end of the term of the office, the Board shall promptly choose a successor by a majority
vote. The successor shall hold office for the remainder of the term. Notwithstanding the above, the Board
may, at its discretion, leave the position of a Director vacant. However, any vacancy that would leave the
number of members of the Board below the prescribed minimum must be filled no later than the start of the
next calendar year.
Officers and Directors are fiduciaries of the Club and are expected to act as ambassadors for the Club.
Their duties are to be performed in good faith, in a manner which they believe to be in the best interests of
the Club. It is intended that any nominee for
Director be able and willing to serve the Club actively in any position designated by the Board or the
President. Nonattendance of a Director or officer at any two consecutive Board meetings shall be reason
enough for the Board, at its discretion, to remove said Director or officer and choose a replacement, under
the above procedures.
All questions of procedure shall be resolved by reference to the most recent edition of Robert's Rules of
Order, Newly Revised. The Board shall appoint a parliamentarian.
Article VI OFFICERS
The officers of the Club shall consist of at least a President, a Vice President, A Treasurer, a Recording
Secretary, and a Corresponding Secretary. An officer must be a member of the Club and of the American
Hemerocallis Society. The President and Vice President of this Club shall be elected every two years for a
term of two years, commencing January 1 of the following calendar year. They may serve no more than two
consecutive terms and shall not be prohibited from serving in their respective offices again. The officers
serve at the direction of the Board and may be removed pursuant to procedures under Article V BOARD OF
DIRECTORS. Officers shall not receive compensation for their services as officers.
PRESIDENT. The President shall be the chief executive officer of the Club and shall preside at all meetings
of the Club and the Board. Except however, the President shall not preside over any proceedings related to
his or her potential removal from office. The President shall have general and active management of the
property and affairs of the Club, present a budget prepared by the budget committee each year for
approval by the Board, and shall see that all orders and resolutions of the Board are carried into effect. The
President shall be an ex officio and voting member of every committee, standing or ad hoc, except the
Nominating Committee. The President may not chair any committee.
The President shall have authority to sign contracts consistent with the approved budget or as approved by
the Board. Such authority may be delegated in writing for specific matters. When the Treasurer is not
available, the President may sign checks, notes, drafts or orders for the payment of money. The President
shall be bonded.
The President may not concurrently serve as a Director. A Director that becomes President vacates the
position of Director upon taking office
Upon completion of a member’s service as President, the member becomes the immediate Past President
and shall retain that standing as long as the succeeding President holds office. The immediate Past
President is not an officer of the club.
VICE PRESIDENT. The Vice President shall, in the absence or disability of the President, be vested with all
the powers of the President. The Vice President shall be willing to be nominated for and serve as President.
The Vice President becomes President if the office of the President becomes vacant. The Vice President
shall preside over any proceedings related to potential removal of the President from office. The Vice
President shall be bonded.
TREASURER. The Treasurer shall have custody of the Club funds, shall keep full and accurate accounts of
receipts and disbursements in a double-entry system of books belonging to the Club and shall deposit all
monies in a financial institution approved by the Board and insured by the Federal Deposit Insurance
Corporation or a similar successor organization sanctioned by the Federal Government.
The Treasurer shall disburse only those funds consistent with the approved budget or as approved by the
Board. An accounting of all Club transactions must be submitted to the Board as it may require it.
All checks, notes, drafts, or orders for payment of money shall be signed by the Treasurer or, if the
Treasurer is unavailable, by the President. The Treasurer shall be bonded.
The financial records of the Club shall be inspected once a year by a nonmember of the Club, who shall be
approved by the Board and compensated for services. He or she shall send a copy of the results of the
inspection by July 1 to the President, who shall send copies to Directors and officers. The Board may order
an additional external or internal inspection, review or audit at any time.
The Treasurer shall retain copies of all legal documents as pertain to Club business. The Treasurer shall
submit all Federal, State and local tax returns as required by law.
RECORDING SECRETARY. The Recording Secretary shall keep accurate minutes of the proceedings of all
meetings of the Club and the Board. The Recording Secretary shall maintain a list of resolutions and
standing policies adopted by the Board and shall provide a copy to any member upon request.
CORRESPONDING SECRETARY. The Corresponding Secretary shall act as a secretary to the President
and the Board and perform all duties pertaining to the office of a corresponding secretary.
Article VII DUES
Dues shall be fixed by the Board. Dues are payable January 1 of each year. To be in good standing, a
member must have paid his or her dues by March 1 of each year. A lapsed membership shall be reinstated
in good standing upon payment of dues. However, if a member does not pay by March 1, his or her name
will not appear on the published membership list. Dues paid by new members joining after August 1 shall be
applied as full payment of annual membership dues through the subsequent calendar year.
Article VIII COMMITTEES
The chair of each committee shall be appointed by the President, shall serve for one year and may be
reappointed. The committee chair shall, with the President's approval, select members of the committee.
Subject to the directions and approval of the Board of Directors, the principal functions of the Club shall be
performed by committees, to whom shall be delegated all necessary authority to enable them to meet their
duties within the approved budget. The Board of Directors shall have the authority to create and abolish all
standing and special committees and to delegate to such committees such powers and functions as it may
Ad hoc committees may be established as needed for events or purposes such as the Region III meeting,
Bylaws, etc. Additional standing and ad hoc committees may be established by the Board as required.
Article IX NOMINATING COMMITTEE
The President shall appoint a current member of the Board as the chair of the Nominating Committee. The
Committee shall consist of at least three additional members of the Club who are representative of Club
membership. No member of the Nominating Committee shall be reported out of the Committee as a
nominee. The Committee shall provide a slate of nominees for Directors and, as applicable, officers of the
Club to the President no later than July 15 of each year. Additional nominees, with the prior consent of the
nominee, may be made from the floor at the time of elections.
Article XI RESIDENT AGENT OF THE CORPORATION
The Resident Agent shall have the duties of acting as the agent of the Club for purposes of incorporation in
the State of Maryland. The Resident Agent will normally be the Treasurer of the Club when the Treasurer is
a resident of Maryland. If the Treasurer is not a resident of Maryland, then the position shall be filled by an
officer or a Director, chosen by the Board, who resides in Maryland. The Principal Office of this Corporation
shall be the address of the Resident Agent.
Article X DISSOLUTION
In the event of dissolution of the Corporation, after paying or adequately providing for its debts and
obligations, its Board shall submit a plan for approval by a simple majority of voting members at a business
meeting, or meeting of members called for this purpose, to distribute assets of the Corporation to like
organizations or those which qualify as tax exempt under Section 501(c) of the Internal Revenue Code or
the corresponding provisions of a future Internal Revenue law.
Article XI SAVINGS CLAUSE
If any provision of these Bylaws is unenforceable or illegal, the remaining provisions remain in full force and
Article XII AMENDMENTS
This Constitution and Bylaws may be amended at any time by a majority vote of the members of the Club
present, provided that the text of the proposed amendment and written notice of the meeting is sent to the
membership at least three weeks before the meeting.