SWVMA Bylaws

ARTICLE I

NAME

The name of this organization shall be “The Southwest Vegetation Management Association” hereinafter called the “ASSOCIATION”.

ARTICLE II

OFFICES

The ASSOCIATION may establish and maintain such offices or places of business, within the State of Arizona as the Advisory Board or authorized officer shall, from time to time, determine are necessary or convenient to the accomplishment of the purposes of the Association.

ARTICLE III. Mission, Vision, and Objectives

Section 1. Mission

The objectives of the Association are:

To conserve and protect Arizona’s natural resources by providing a state-level organization that emphasizes an integrated management approach to address invasive or pest plants.

Section 2. Vision

To be recognized as the credible and respected information source on vegetation management issues within the State of Arizona.

Section 3. Objectives

The objectives of the ASSOCIATION are to:

  1. Build coalitions to facilitate coordinated cooperative solutions for managing vegetation problems.
  2. Advise and act as an advisory council and a public resource to inform the development of policies, legislation, and regulations concerning vegetation management, especially with respect to state-level decision-makers.
  3. Act as a conduit for information exchange between Cooperative Weed Management Areas in Arizona and regional, national, and international coordinating bodies.
  4. Advance awareness of invasive plant issues, including compliance with applicable invasive plant regulations.
  5. Provide forums for the exchange of ideas concerning vegetation management through various mechanisms, including an annual ASSOCIATION meeting.
  6. Provide opportunities for professional vegetation management practitioners to acquire continuing education unit (CEU) credits and other training.
  7. Encourage the proper use of integrated vegetation management practices within the State of Arizona.
  8. Provide information and methodologies (such as species impact rankings, early warning and pre-screening protocols) to assist Arizona Cooperative Weed Management Areas, landowners, and state-level decision-makers in identifying vegetation management objectives and priorities.
  9. Provide a forum to identify invasive plant biology, impact, and control research needs to government, private, and academic research institutions.
  10. Identify and secure funding for vegetation management activities within Arizona (to include the Association, Cooperative Weed Management Areas (CWMA) in Arizona, and state/federal agencies.
  11. Provide an emphasis for the management of wildland, non-native invasive plants.

ARTICLE IV. Membership

Section 1. Membership Categories

The membership of the ASSOCIATION shall consist of the following categories of members:

  1. Individual members: any person interested in or involved in invasive plant management, research, education, and so on is eligible to become a member. Individual members are allowed to vote.
  2. Institutional members: any accredited institution of learning, botanical garden, research institute, corporation, business, company, association, organization, interest group, partnership, public agency, governmental body that desires to join the ASSOCIATION under its jurisdictional name. Institutional members are allowed one vote by a designated representative.
  3. Honorary members: any individual or organization that has provided extraordinary support and assistance toward accomplishing the objectives of the ASSOCIATION and are designated by unanimous vote of the Advisory Board. Honorary members are not allowed to vote and will not be assessed membership fees.

The Advisory Board may amend or revise, at is discretion, the membership categories identified above.

Section 2. Member Responsibilities

Individual and institutional members:

  1. are eligible for membership provided they pay the required membership fee as established by the Advisory Board;
  2. are not entitled to a refund of the membership fee after resigning from the ASSOCIATION;
  3. (c) maintain their membership on a calendar year basis by payment of all required membership fees;
  4. (d) can be dropped from the membership roles if required membership fees are delinquent for more than three (3) months following the beginning of the calendar year.

ARTICLE V. Advisory Board

Section 1. Powers

The business and affairs of the Association shall be under the direction of the Advisory Board, which may exercise all powers of the ASSOCIATION and do all such lawful actions as are not prohibited by statute or by the Articles of Incorporation or these Bylaws, including but not limited to:

  1. formulating the strategic direction and general operating policy of the ASSOCIATION;
  2. approving the annual budget of the ASSOCIATION;
  3. fill temporary vacancies in Advisory Board membership by appointment pending new elections;
  4. approving the establishment of committees proposed by the President or as it deems necessary;
  5. amending the Bylaws as required and permitted under these Bylaws;
  6. determining, designing, and directing such other matters as are relevant to the ASSOCIATION’s purposes and functions; and
  7. defining membership categories and establishing membership category fee schedules.

Section 2. Number and Term

The Advisory Board shall consist of the four (4) officers (Article VI) and not less than five (5) voting members elected at large. Although the composition of the Advisory Board should reflect the broad stakeholder and geographic interests of the State of Arizona, officers and members are primarily sought on the basis of their willingness to participate in the affairs of the ASSOCIATION and to provide leadership in accomplishing the mission of the ASSOCIATION. The term for each Advisory Board member shall be two (2) years, with the exception of two of the first appointed board members who will serve for one year. A board member shall serve no more than two (2) consecutive terms. Elections for the Advisory Board shall be held yearly with four (4) seats (two officer and two at-large members) open the first year and five (5) seats (two officer and three at-large members) the following.

Section 3. Responsibilities of At-Large Advisory Board Members

Each at-large Advisory Board member is expected to attend 75 percent of all Advisory Board meetings (generally four [4] to six [6] meetings a year are held). Additionally, each at-large member is expected to participate in at least one standing committee of the ASSOCIATION or lead a project that furthers the accomplishment of one of the ASSOCIATION’s objectives.

Section 4. Quorum

A simple majority of the membership of the Advisory Board shall constitute a quorum and shall have the power to transact business.

Section 5. Elections

Elections of the Advisory Board shall be by secret ballot during the ASSOCIATION’s annual meeting. Ballots shall be provided to all members in good standing. Notice to the membership requesting nominations for the Advisory Board election shall occur on or before September 1 of the year prior to the elected term. The Nominating Committee shall formulate the nomination process for every election and establish the slate of candidates.

Section 6. Resignation, Removal, and Temporary Replacement of Advisory Board Members

Any board member may resign at any time. Such resignation shall be made in writing, submitted to the Secretary (or to the President if the Secretary resigns) and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Secretary (President). The acceptance of a resignation shall not be necessary to make it effective.

Any board member may be removed, with or without cause, by a vote of a majority of the remaining members of the Advisory Board at any meeting of the Advisory Board, provided that notice of the meeting indicates the matter shall be considered and the board member shall have the opportunity to be heard. Tie votes are an insufficient basis to remove a board member.

The Advisory Board may fill vacancies on the Advisory Board in accordance with Section 1 of this article.

Section 7. Compensation

Members of the Advisory Board shall not receive compensation for their services, but shall receive reimbursement for expenses incurred if authorized by the Advisory Board.

Section 8. Regular Meetings

Regular meetings of the Advisory Board shall be held within the State of Arizona no less than four (4) times per year at such place and on such date as the Advisory Board shall establish. Notice of any regular meeting shall be given at least fifteen (15) days in advance to each Advisory Board member.

Section 9. Special Meetings

Special meetings of the Advisory Board may be called by the President of the ASSOCIATION or at the written request of three (3) board members. The President or board members calling the special meeting may fix the place for holding the special meeting. Notice of any special meeting shall be given at least fifteen (15) days in advance to each Advisory Board member.

Section 10. Telephone Meetings

Members of the Advisory Board may participate in any regular, executive, or special meeting of the Advisory Board by telephone or any other means of communication by which all persons participating in the meeting can hear one another and be heard. Participation in the meeting pursuant to this section shall constitute presence in person at such meeting. Notice of any meeting to be held with one or more members participating by telephone must be given to each Advisory Board member not less than five (5) days prior to the date of such meeting.

Section 11. Action Without a Meeting

Any action required, which may be taken at a meeting of the Advisory Board of the ASSOCIATION, may be taken without a meeting if the consent in writing, setting forth the action so taken, is signed by all Advisory Board members. This consent shall have the same force and effect as a unanimous vote of the Advisory Board.

ARTICLE VI. Officers

Section 1. Positions and Advisory Board Authority

Officers of the ASSOCIATION shall consist of a President, Vice-President, Secretary, and Treasurer. The Advisory Board shall have the authority to remove, with or without cause, any officer of the ASSOCIATION in order to serve the best interests of the ASSOCIATION.

Section 2. Duties of the President

The President of the ASSOCIATION shall perform such duties as are authorized and assigned by the Advisory Board and these Bylaws. The President is specifically responsible for:

  1. securing and assigning the remaining positions (2) of the Nominating Committee (chaired by the Past-President);
  2. proposing, for approval by the Advisory Board, the establishment of new standing committees or special project working groups;
  3. establishing at his/her discretion temporary committees that are necessary to facilitate the efficient operation of the ASSOCIATION; and
  4. appointing the committee chairs for standing committees other than the Annual Conference and Nominating Committees and special project work groups.

Section 3. Duties of the Vice-President

The Vice-President, in addition to such other duties as these Bylaws and the Advisory Board, from time to time, may assign, shall generally assist the President. The Vice-President is specifically responsible for:

  1. serving in the President’s absence or upon the President’s resignation or disability and
  2. chairing the Annual Conference Committee and ensuring the accomplishment of all logistical and session arrangements associated with planning and conducting the annual ASSOCIATION meeting (see Article VII, Section 2).

Section 4. Duties of the Secretary

The Secretary shall have such powers and shall perform such duties as the Advisory Board and these Bylaws may delegate to that office. Prior to relinquishing office or upon the election of a successor, the Secretary shall deliver to his or her successor, or the President or Vice-President, all book papers, records and other property belonging to the ASSOCIATION in his or her possession. The Secretary is specifically responsible for:

  1. keeping a record of and publishing minutes of meetings of the Advisory Board;
  2. maintaining files of and handling ASSOCIATION correspondence, in conjunction with the President, other than finance;
  3. submitting updated information for the ASSOCIATION web page;
  4. handling ASSOCIATION publications, except sales, and press releases;
  5. preparing and mailing out, with the assistance of the Treasurer, the ASSOCIATION newsletter;
  6. maintaining archival records of Continuing Education Unit (CEU) submission copies in accordance with appropriate regulatory record requirements; and
  7. maintaining records of all changes to the Bylaws and Articles of Incorporation and current versions of both.

Section 5. Duties of the Treasurer

The Treasurer shall have such powers and shall perform such duties as the Advisory Board and these Bylaws may delegate to that office. Prior to relinquishing office or upon the election of a successor, the Treasurer shall deliver to his or her successor, or the President or Vice-President, all book papers, records and other property belonging to the ASSOCIATION in his or her possession. The Treasurer shall be responsible for accomplishing directly or for the oversight, when applicable, of the employee/contractor charged with the day to day financial activities of the ASSOCIATION. The day to day financial activities of the ASSOCIATION include:

  1. collecting and safely keeping all dues, registration fees, and other funds paid to the ASSOCIATION;
  2. making payment on all debts and authorized expenses out of ASSOCIATION funds;
  3. opening such bank accounts as are required and obtaining Advisory Board approval for the accounts;
  4. keeping accurate financial records of ASSOCIATION expenses and revenues, including an adequate set of books, and issuing periodic financial statements and/or reports;
  5. coordinating with a tax advisor, when such an advisor is contracted;
  6. maintaining membership records/mailing lists and assisting the Secretary with ASSOCIATION membership mailings; and
  7. serving as the ASSOCIATION contact for publication sales.

Oversight shall mean periodic review and analysis of the financial information, but shall not be interpreted to mean actual day to day supervision of these employees/contractors.

Section 6. Duties of the Past-President

The Past-President shall serve on the Advisory Board as a non-voting member to advise the President and Advisory Board. The Past-President also shall chair the Nominating Committee.

Section 7. Officer Appointments

Officers shall be elected at the annual ASSOCIATION meeting from the membership.

Section 8. Spending Authorities

The President must approve ASSOCIATION expenses exceeding $1000, but his/her expenditure authority is limited to expenses less than or equal to $2500. The President’s approval may be verbally communicated. Advisory Board approval is needed to make payment on any expense exceeding $2500.

Section 9. Advisory Board Members and Employees

The Advisory Board, from time to time, may designate one or more of its members to assist any one or more of the officers in the conduct of their duties. In addition, it may secure an Executive Director to be responsible for central office functions, day to day operation of the ASSOCIATION, supervision of all other staff, and such other activities as may be described in the Executive Directors’ position description developed by the Advisory Board. The Executive Director and other staff may be hired on a full or part-time basis in accordance with terms and conditions, including salary or other compensation, that is fair and reasonable to conduct the affairs of the ASSOCIATION consistent with Advisory Board direction. No employee of the ASSOCIATION may serve, while employed by the ASSOCIATION, as a member of the Advisory Board of the ASSOCIATION.

Section 10. Bonding

The Treasurer, or any other person entrusted with the handling of funds or property of the ASSOCIATION, shall furnish at the discretion of the Advisory Board, but at the expense of the ASSOCIATION, a fidelity bond approved by the Advisory Board, in such sum as the Advisory Board shall prescribe.

ARTICLE VII. Committees

Section 1. Executive Committee

The Executive Committee shall consist of all officers. The Executive Committee may exercise the authority of the Advisory Board and may meet between Advisory Board meetings to conduct business for the ASSOCIATION. A majority of affirmative votes is required for action by this committee. The Advisory Board shall determine guidelines for Executive Committee actions. The President shall report such actions made by the Executive Committee to the full Advisory Board at its subsequent meeting for ratification.

Section 2. Standing Committees of the Association

Standing committees of the ASSOCIATION are the Annual Conference, Conservation, Education, and Nominating Committees, with responsibilities as determined by the Advisory Board. The President may propose (Article VI, Section 2) and the Advisory Board may approve or on its own establish new committees or special project work groups (Article V, Section 1) to carry out the work of the ASSOCIATION. The Vice-President may form subcommittees under the Annual Conference Committee to assist with partitioning the work load associated with planning and conducting the ASSOCIATION’s annual meeting.

ARTICLE VIII. Meetings of the ASSOCIATION

Section 1. Annual Membership Meeting

Each year an annual general membership meeting shall be held at a place within the State of Arizona as established by the Advisory Board. Notice of this meeting may be placed on the ASSOCIATION web page and in its newsletter.

Section 2. Business Meeting

A portion of the annual general membership meeting shall be dedicated to a business meeting of the ASSOCIATION. Notice of the business meeting generally may be made, via web page and newsletter, in conjunction with the annual membership meeting announcement; however, whenever a business meeting will include amendment, replacement, or alteration of the ASSOCIATION’s Bylaws then ample written notice of the business meeting and proposed changes to the Bylaws shall be provided to all voting members (see Article XII). A financial report shall be given to the membership at the business meeting.

ARTICLE IX. Parliamentary Authority

Meetings of the ASSOCIATION, its Advisory Board, and its Executive Committee and the conduct of all of their affairs shall be governed by the laws of Arizona and the United States of America, the Articles of Incorporation not inconsistent with the foregoing, these Bylaws, and the rules contained in “Robert’s Rules of Order, Newly Revised” (as published by Scott, Foresman and Company) to the extent they are applicable and are not inconsistent with any of the foregoing authorities or any special rules of order adopted from time to time by the ASSOCIATION.

ARTICLE X. Finances

Section 1. Fiscal Year

The fiscal year of the ASSOCIATION shall be the calendar year.

Section 2. Revenue

The Advisory Board may solicit contributions, grants, or donations to augment membership fees in order to pay for the activities and functions of the ASSOCIATION.

ARTICLE XI. Indemnification, Exceptions, and Insurance

Section 1. Indemnification

Each Advisory Board member now or hereafter serving the ASSOCIATION, each person who at the request of or on behalf of the ASSOCIATION is now serving or hereafter serves as an Advisory Board member or officer, when the latter are not members of the Advisory Board, of any other Association, and the respective heirs, executors, and administrators of each of them shall be indemnified by the ASSOCIATION to the fullest extent provided by law against all judgements, penalties, fines, settlements, and liabilities, including reasonable expenses actually incurred by or imposed upon such person in connection with or resulting from any action, suit, or proceedings, civil or criminal, actual or threatened, in which they are or may be made a part by reason of being or having been such Advisory Board member or officer or by reason of action alleged to have been taken or omitted by them as such Advisory Board member or officer, whether or not they are an Advisory Board member or officer at the time of incurring such judgement, penalties, fines, settlements, liabilities, and reasonable expenses actually incurred in connection with such proceedings, provided no indemnification shall be made by the ASSOCIATION unless authorized in the specific case after a determination that indemnification is permissible. Such determination shall be made in accordance with the statutory law of the State of Arizona applicable to such determinations.

Termination of any proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not of itself be determinative that the person did not meet the requisite standard of conduct set forth.

The foregoing right of indemnification shall not be exclusive of other rights to which such Advisory Board member or officer may be entitled as a matter of law.

Section 2. Exceptions

Not withstanding Section 1 above, no Advisory Board member shall be indemnified from any acts or omissions of such Advisory Board member finally adjudged to be intentional misconduct, a knowing violation of law, or from or on account of any transaction with respect to which it was finally adjudged that such Advisory Board member personally received a benefit in money, property, or services to which the Advisory Board member was not legally entitled.

Section 3. Insurance

The ASSOCIATION may purchase and maintain insurance in such amounts as the Advisory Board determines to be appropriate on behalf of any Advisory Board member, employee, or agent to insure against any liability asserted against such person by reason of the fact that such person is or was an Advisory Board member, employee, or agent of the ASSOCIATION or serves or served any other enterprise at the request of the ASSOCIATION. The ASSOCIATION also is authorized to purchase and maintain insurance on its own behalf against any liability it may have.

ARTICLE XII. Amendments

Section 1. Articles of Incorporation

The Articles of Incorporation of the ASSOCIATION may be amended or restated in whole or in part by vote of a majority of the Advisory Board members in office at any meeting of the Advisory Board duly called. Any proposed change to the Articles of Incorporation must be sent to each member of the Advisory Board with notice of the meeting of the Advisory Board at which the change would be considered.

Section 2. Bylaws

These Bylaws may be amended, replaced, or altered, in whole or in part, by the Advisory Board or by a ByLaw Committee established by the Advisory Board and new Bylaws shall be adopted by a majority of the voting members (see Article IV, Section 1) at the annual meeting. Any changes to these ByLaws will be presented by a representative of the Advisory Board or ByLaw Committee, as appropriate, during the business meeting portion of the annual meeting for ratification by the voting membership. A copy of all proposed changes shall be mailed to all voting members at least thirty (30) days prior to the meeting when final action will be taken on the proposed changes.

ARTICLE XIII. Dissolution

The ASSOCIATION shall use its funds only to accomplish the mission and objectives specified in these Bylaws, and no part of said funds shall be distributed to the members of the ASSOCIATION. On dissolution of the ASSOCIATION, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Advisory Board.

These By-Laws were adopted by the general membership at the Southwest Vegetation Management Association General Membership Meeting on November 7, 2002.