WESTERN RESERVE HERB SOCIETY

INTRODUCTION

The WESTERN RESERVE HERB SOCIETY was founded

May 22, 1942, and incorporated August 28, 1968, as a

nonprofit educational corporation by the State of Ohio The

Articles of Incorporation are renewed in the month of March

in the years ending in one (1) and six (6).

BYLAWS

ARTICLE 1

NAME

The name of this corporation shall be the WESTERN

RESERVE HERB SOCIETY.

ARTICLE 11

PURPOSE

The purposes of the Western Reserve Herb Society are to

further the knowledge and use of herbs and to contribute the

results of the experiences and research of its members to the

records of horticulture and science and to disseminate this

information through various channels.

ARTICLE 111

MEMBERSHIP

There shall be four (4) classifications of members: Active

Associate, Honorary, and Prospective.

Section 1 Active Membership

a)Any person interested in the growing and/or use of

herbs, and who is committed to sharing that interest

with the community shall be eligible for membership.

b) Active Membership shall be limited to one hundred

twenty-five (125) members.

c) Active Members shall have the right to vote at any

meeting of members at which they are present. Each

Active Member present at a meeting shall have one

(1)vote. Except as otherwise provided herein, all

matters submitted to a meeting of members shall be

determined by a majority vote of the Active Members

present, provided there is a quorum. A quorum is

forty percent (40%) of the total number of Active Members.

d) Each Active Member shall attend not fewer than

six (6) meeting each year. Three (3) shall be Unit

meetings and three (3) shall be the member’s choice

from among the following: Culinary, Herb Garden,

Horticulture, or any scheduled group meeting for

education, or to further the work of the organization.

Section 2 Associate Membership

a) Associate Members shall be former Active Members

for at least five (5) years who cannot fulfill the duties

expected of them but wish to continue affiliation with

the Unit. They shall be entitled to all privileges of

membership in the Unit except voting, holding office,

serving on standing committees in any officialcapacity,and sponsoring members.

b) An Associate Member wishing to become an Active

Member shall submit a written request to the

Membership Chair. A written request shall be

granted, provided space is available.

Section 3 Honorary Membership

a) The Membership Chair shall be chair of the ad hoc

Honorary Membership Subcommittee and the

Archivist/Historian shall serve on this subcommittee.

b)The Honorary Membership Subcommittee shall be

activated whenever there is a vacancy in the Honorary

Membership category.

c) Honorary Membership shall be bestowed for life

upon those who have given extraordinary service to the Western Reserve Herb Society and/or the Herb Society of America. An Honorary Member may be, but need not be, a member of the Western Reserve Herb Society.

d) There shall be no more than five (5) Honorary

Members at any given time.

e) Whenever there is a vacancy in the Honorary

Membership category, any member in any category

of membership may propose a candidate for

Honorary Membership. A proposal must be

submitted in writing to the Membership Chair and

must be accompanied by a written page about the

candidate, including the candidate’s contributions to

The Western Reserve Herb Society and/or the Herb

Society of America, and any other information

germane to the candidates qualifications for

Honorary Membership.

f) A candidate recommended by the Honorary

Membership Subcommittee shall be submitted to the

Board for approval. If there is Board Approval, the

candidate’s name shall be submitted at a Unit

meeting for a vote. A majority vote of Active

Members present is necessary for approval, provided

there is a quorum of forty percent (40%) of the total

number of Active Members,.

g) The Membership Chair shall arrange for an article on

the newly-elected Honorary Member, which shall be

printed in Herb Scents.

h) A vacancy in this category need not be filled until a

candidate is proposed whom the Membership

Committee estimates to be worthy of approval by the

Board and the Active Membership.

i)Honorary Membership includes rights to the floor,

no payment of dues, and receipt of publications

available to other members.

j) Honorary Members shall not have the right to vote.

Section 4 Prospective Membership

a) The Membership Chair shall provide any person

seeking Active Membership in the Western Reserve

Herb Society with a copy of the Guidelines for

Prospective members, an application for membership

and a notice of fees for Prospective Members. The

applicant shall submit the application form and fees

and shall be sponsored by one (1) Active Member.

b) The application and prospective fees owed with the

application shall be submitted to the Membership Chair.

c) Upon receipt of the application and fees by the

Membership Chair, the applicant shall be admitted to

Prospective membership and introduced as a

Prospective Member at the next Unit meeting.

d) Every Prospective Member shall be provided with a

copy of the bylaws of the Unit and a packet of

information about the Unit. Prospective members shall

receive Herb Scents and all other informative

communications of the Unit. Prospective members shall

be informed about the organizational and financial

aspects of the Unit.

e) A Prospective Member shall attend eight (8)

meetings. Three (3) shall be Unit meetings, three (3)

shall be Garden, and two (2) shall be Culinary or

Horticulture. A Prospective member shall have two (2)

years from the date of application to complete the

requirements.

f) Prospective Members shall have no voice or vote.

g) On completion of membership requirements, a

Prospective Member shall be accepted as an Active

Member at the next Unit meeting.

Section 5 Former Members

A former member wishing to reactivate membership shall submit a written request to the Membership Chair. A written

request for Active Membership shall be granted, provided space is available. A written request for Associate Membership shall be granted provided the member was formerly an Active Member for at least five (5) years.

ARTICLE IV

DUES AND FEES

Section 1 Fiscal Year

The fiscal year shall extend from June 1 through May 31.

Section 2 Active and Associate Membership

Annual dues are payable by June 30 for the ensuing year. Dues may be paid at the Annual Meeting or mailed to the Treasurer. Notice of dues owed with the appropriate form

Shall be printed in the April and May Herb Scents.

Section 3 Prospective Membership

Fees of Prospective Members are payable with the application at any time during the fiscal year.

Section 4 Change in Dues

The Finance Committee, by majority vote, may recommend to the Board a change in dues for any category of membership. If a majority vote of the entire Board approves the change, the recommendation shall be printed in Herb Scents and submitted to the Active Membership at the next Unit meeting. A two-thirds (2/3) vote of the Active Members present is necessary for approval, provided a quorum of forty (40) percent of the total number of Active Members is met.

ARTICLE V

OFFICERS AND DUTIES

Section 1 Officers

a)The Officers of the Unit shall be: Unit Chair, First,

Second, and Third Vice-Chairs, Corresponding

Secretary, Recording Secretary, Treasurer, and

Assistant Treasurer.

b) A term of office shall be one (1) year. No officer shall

serve more than two (2) consecutive one-year terms in

the same office.

c) The officers shall be elected at the Annual Meeting by

majority vote of the Active Members present, provided

there is a quorum of forty percent (40%) of the total

number of Active Members. The exception is the

Second Vice-Chair who shall be elected at the January

Unit meeting by a majority vote of the Active

Members present, provided a quorum, as stated above,

is met. All officers shall take office immediately upon

election.

d) If a quorum is not present at a Unit meeting when the

election of any officer or officers is scheduled, the

nominees shall assume the duties of office unofficially

until the next Unit meeting when a quorum is present,

at which meeting the election shall take place.

e) No officer shall be entitled to salary or

other compensation for services performed.

Section 2 Duties of Officers

Unit Chair shall:

a) Preside at all Unit meetings of the Western Reserve

Herb Society and the Board.

b) Conduct business of the Unit under the direction of

the Board.

c) Appoint the Garden Chair in January and appoint

annually from the current active Membership the

following chairs: Archivist/Historian, Art,

Bylaws/Parliamentarian, Cleveland Botanical Garden

Affiliate Representative, Culinary, Education,

Publications, Horticulture, Membership, Memorials,

Scholarship, and Welcome. Appoint with

Board approval, two (2) Active Members not on the

Board to the Finance Committee. As needed appoint

all other Western Reserve Herb Society representatives

to outside organizations.

d) Be an ex-officio member of all committees except the

Nominating Committee.

e) Act on the renewal of the Articles of Incorporation

of the Western Reserve Herb Society at the proper

time.

f) Act as liaison between the Unit and The Herb Society

of America.

g)Act as liaison between the Unit and the Director of

the Cleveland Botanical Garden

First Vice-Chair shall:

a)Perform the duties of the Unit Chair if the Unit Chair

is absent or unable to serve.

b) Serve as Program Chair.

1)Plan herb-related programs for monthly Unit

meetingsfrom October through April.

2)Plan special programs at other Unit meetings

or other times when appropriate.

c) Perform such other duties as may be designated by

the Unit Chair or the Board.

Second Vice-Chair shall:

a)Be in charge of Ways and Means.

b)Appoint and supervise chairs and co-chairs for all

fund-raising events and projects.

Third Vice-Chair shall:

a) Select locations for monthly Unit meetings for the

entire year after consulting the Program Chair.

b) Serve as chair of the Hospitality Committee.

1)Select hosts/hostesses and food committees

for Unit meetings when appropriate.

2)Arrange for clean-up help from members

when needed.

Corresponding Secretary shall:

a) Conduct the general correspondence of the Unit,

except as otherwise specified in these by-laws.

[See ARTICLE VI: COMMITTEES, OFFICES

AND DUTIES, Section 14, Memorials Chair

shall:a).] This includes an acknowledgement

and thank you letter to every person making a

donation to the Western Reserve Herb Society.

b) Assist the Unit Chair, the officers and the standing

committee chairs with specific correspondence and communications within or outside the Unit when requested.

Recording Secretary shall:

a)Keep accurate minutes of all meetings of the Unit,

and the Board. Organize into folders or binders for

each year. In addition to the minutes, keep a separate record of motions passed by month, day and year.

b)Keep records of all members serving as officers

and members of the Finance Committee. Include the beginning and ending dates of their terms as permitted under these bylaws.

Treasurer shall:

a)Serve as chair of the Finance Committee.

b)Collect and have charge of all monies belonging

To the Unit except where otherwise specified.

c)Deposit same in a bank determined by the Board.

d)Pay all obligations incurred within the fiscal year

as follows:

1)Renewal of the Articles of Incorporation

in years when due.

2)Annual Herb Society of America dues by

July first. Include names of all paid

members.

3) Budgeted expenses, including timely dis-

bursements to officers and standing

committee chairs, when requested.

4) Non-budgeted expenses up to five hundred

dollars ($500.00) with the approval of the

Finance Committee.

5) Non-budgeted expenses according to

authorizing procedures specified in

ARTICLE VI: COMMITTEES, OFFICES,

DUTIES, Section 8, Finance Committee

shall: b), c) and d).

e) Submit a written financial statement at each

meeting of the Board the Unit, and the Annual

Meeting, and make copies available for Active

Members on a quarterly basis.

f) See that accounts are audited for each fiscal year.

Make the current uncertified audit available to

Active Members for perusal at a timely Unit

meeting. Submit annually to the IRS the form

for organizations exempt from income tax.

g) Appoint the Ways and Means Bookkeeper with

approval of the Board.

h) Receive and deposit all donations and see that

the funds are transferred to the appropriate fund

or account designated by the donor.

undesignated funds will be deposited in the

Reserve Fund until their use is determined by the

Board.

i)Keep a record of the amount of the donation, the

name and address of the donor, the intended use of the donation if specified by the donor, whether it is a memorial donation and, if so, in whose memory it is being donated. At the end of the year, generate a report to be kept with the permanent records, detailing all the donations for the year.

j)Notify the following chairs/officers about the

donation:

1) Unit Chair – all gifts

2) Scholarship Chair – gifts designated for the

Scholarship Fund

3) Garden Chair – gifts designated for the

Garden Fund

4) Corresponding Secretary – all gifts

5) Assistant Treasurer – all gifts

6) Memorials Chair – memorial gifts

7) Newsletter Editor – all gifts for publication

at least yearly

Assistant Treasurer shall:

a)Serve as co-chair of the Finance Committee.

b)Be in charge of the Garden Fund records and

Scholarship Fund records.

c)Submit a written financial statement at each

meeting of the Board, the Unit, and the Annual

Meeting, and make copies available for Active

Members on a quarterly basis.

d)Be responsible for the transfer of funds from the

Garden Fund to the Treasurer of the Unit for the maintenance of the Western Reserve Herb Society Garden at Cleveland Botanical Garden.

e)Be responsible for the transfer of scholarship

Award money from the Scholarship Funds to the

Scholarship Committee Chair. The Scholarship

Chair shall mail the checks to the appropriate

recipient(s).

Section 3 Vacancy in Office

A vacancy occurring in any office shall be filled until the next Annual Meeting by the Board from names submitted by the Nominating Committee. A partial term resulting from a vacancy shall not be construed as part of the term limit for any office, and shall not preclude any officer filling a vacancy from being nominated and elected to serve succeeding terms according to term limits enumerated in ARTICLE V: OFFICERS AND DUTIES, Section 1 e).

ARTICLE VI

COMMITTEES, OFFICES, DUTIES

Section 1 Committees and Offices

There shall be the following standing committees and offices:

Archivist/Historian Horticulture

Art Hospitality

Bylaws/Parliamentarian Membership

Cleveland Botanical Garden Memorials

Affiliate Representative Nominating

Culinary Program

Education Scholarship

Finance Ways and Means

Garden Welcome

Herb Scents Editor

Section 2 Archivist/Historian

Archivist/Historian shall:

a)Collect and keep each year’s important documents (or

copies thereof) for the permanent records. Use only

materials specified by archivists to be correct for

storage and safekeeping of documents.

b)Keep all records and documents pertinent to the

history of the Unit.

c)Maintain all records in orderly, accessible files.

d)Write an annual supplement to the history of the Unit.

Section 3 Art

Art Chair shall:

a)Be responsible for advertising in the Herb Society of

America publication, The Herbarist.

b)Arrange for art work and/or take charge of art

Projects and events at the request of the Unit Chair.

The Art Chair shall establish and supervise committees when appropriate. Plans for art projects and events shall be submitted to the Unit Chair for discussion and endorsement.

c)Arrange for all written copy (including The Herbarist

advertisements) to be proofed by two (2) members of

the Unit named by the Art Chair, withdue

considerationfor requisite verbal skills.

Submit completed copy to the Unit Chair for final

endorsement.

Section 4 Bylaws Committee/ Parliamentarian

a)The Bylaws Chair shall select two (2) additional

Active Members, making a committee of three (3)

including the Bylaws Chair.

b)As Parliamentarian, the Bylaws Chair shall make

every effort to ensure the correct observance of

parliamentary procedures at Unit meetings.

Bylaws Committee shall:

a)Review the bylaws annually.

b)Consider bylaw changes suggested by the Unit Chair,

the Board or any Active Member.

c)Present any recommended changes or additions

according to procedures specified in ARTICLE XIII:

AMENDMENTS.

Section 5 Cleveland Botanical Garden Affiliate

Representative

a)Promote membership in Cleveland Botanical

Garden by Western Reserve Herb Society members.

b)Participate in and represent the Unit at public

events presented by the Cleveland Botanical

Garden.

Section 6 Culinary

a) All interested members regardless of membership

category may be members of the Culinary Committee. The fourth Wednesday of each month is

designated for Culinary meetings.

b) For reasons of holiday conflict or the scheduling of

desired programs or field trips, the Culinary Chair may sometimes plan a meeting on a different Wednesday, or a different day of the week or month.

Culinary Chair shall:

a)Plan culinary programs and field trips for the

membership.

b) Arrange meeting places for the fourth Wednesday of

each month throughout the entire year for culinary

programs or field trips, or work meetings to prepare

for fund-raising or other special events.

c) Take attendance at Culinary meetings and submit the

attendance record and total meeting time of members

in attendance to the Membership Chair after each

meeting.

Section 7 Education

The overall aim of the Education Committee is to promote the purpose of the Western Reserve Herb Society and the Herb Society of America to further and disseminate the knowledge, use and delight of herbs.

Education Chair shall: