bylaws
The name of this Association, which is incorporated under the membership Corporation Law of the State of New York, shall be the “New York State Nursery/Landscape Association, Inc.”
In furtherance of the purpose set forth in the Certificate of Incorporation, but not in limitation thereof, the Association shall endeavor to promote the general welfare of its members in the following manners:
(a) To create a non-profit organization to advance in the broadest sense the interests of the nurserymen of the State of New York by the fostering and improvement of said nursery/landscape business through attention to matters concerning its welfare, such as trade promotion, the maintenance of high standards of business practice. the cultivation of customer-client relations and the encouragement of research and development: (b) To bring into closer relationship the nurserymen, landscapers, garden centers and those in allied trades for the advancement and betterment of the overall end; (c) To provide a clearing house of information assembled, evaluated and distributed for the benefit of nurserymen and those in allied trades; (d) To provide better methods of propagation, growing, selling, inspection. transportation, quarantine regulation and business management; (e) To review the laws of the State of New York and neighboring States with a view toward encouraging legislation in said States and aiding legislation that has been sponsored by others for the general betterment of the nursery industry;
(f) To provide central headquarters for its members and in general to do all and anything that will add to the prestige and standing of the members of the New York State Nursery/Landscape Association, Inc. for the purpose of making their business more profitable and to advance the nursery industry in the public esteem.
MEMBERSHIP
Any person of good character who qualifies under one of the classes of membership set out below and whose application has been approved and who agrees to abide by the By-Laws and the Code of Ethics of this Association is eligible for membership as well as all present members of the regions are, at their pleasure, eligible to become members of the New York State Nursery/ Landscape Association.
Section 1 – Members
Individuals, partnerships or corporations actively engaged in the wholesale and/or retail nursery and/or allied businesses who shall have a reputation for trustworthy dealings, and who are members in good standing of at least one local regional association. as described in Article Four, may become members of the Association. Applications for membership shall be in writing, on a form supplied by the Association and be submitted with the membership fee. Members of the Association are encouraged to become members of their local regions. The term “nursery business,” as used in the By-Laws refers to the production and/or distribution of agricultural, horticultural, floricultural and/or allied materials connected with and essential to garden living. It includes such business activities as the planting and servicing of both interior and exterior landscaped areas.
Section 2 – Honorary Members
Individuals who, having done some outstanding service in the field of horticulture or in the interests of the nurserymen of the country, and deemed worthy of this honor, may be awarded honorary life membership by a majority vote of the Board of Directors. Such members shall not be eligible for membership to the Board of Directors and shall have no voting privileges. There shall be a maximum of two (2) honorary life memberships granted within any one business year of the Association.
Section 3 election to Membership All individuals, partnerships or corporations holding membership as above comprised at the time of the adoption of these By-Laws, shall constitute the membership of this Association, and thereafter any individual, partnership or corporation eligible to membership under these By-Laws on making written application therefore, may be approved to membership.
Section 4 – Termination of Membership A membership may be terminated for the following: (1) (a) Non-payment of dues and such assessments as may be regularly voted by the Board of Directors. Dues and assessments shall, for the purpose of this paragraph, be considered delinquent 90 days from the date of billing.
(b) Violation of any of the provisions of these By-Laws or any agreement. rule or practice adopted by the Associa tion or any other conduct prejudicial to the interests of the Association is grounds for suspension or termination. Such suspension or termination shall be by vote of three-fourths of the members of the Board of Directors present, after due notice and opportunity for hearing is provided. Suspended members may be reinsiated upon vote of three-fourths of the Board present, following the payment of delinquent dues at or before the annual meeting immediately following suspension. Notice of Board action must be given in writing to the entire membership.
(2) The membership of any individual, partnership or corporation shall he automatically terminated when the ownership or control of such member firm changes, unless upon notice of such change of ownership or control the Board of Directors approves the continuation of such membership upon the same or revised basis.
(3) Failure to maintain good standing in at least one local regional association.
Section 5 – Student Membership
Individuals or schools who have interest in the Association and wish to keep informed of activities may become Student Members. Such members shall not he eligible for membership on the Board of Directors or shall have no voting privileges.
DIRECTORS
Section 1
The management and control of the Association shall be vested in the Directors or alternates composed of owners or employees of member firms, who shall be elected by and shall exercise the voting privileges of the membership as hereinafter provided.
Section 2
The membership of the Association shall be divided into geographical units which shall be called “Regional Divisions.” Each region shall be represented by two directors to be elected by the fourth quarter of the appropriate year for the term beginning the following January 1. Each director shall be elected to a two year term and shall be eligible for re- election to two succeeding two year terms. Terms of directors from any given region shall not coincide. No director shall assume office on the board of directors unless said director’s membership in the Association is current.
Section 3 – Duties of the Board of Directors Directors shall attend Board meetings as scheduled during the year, transact all business and by their vote, settle all controversial matters that may come before the meeting, but nothing in this description of voting power shall be construed as precluding the privileges of the floor of the meeting to any active member for discussion and voting the preferences. Other duties include: (a) With members, elect officers at the Association’s Annual Meeting; (b) Vacancies which may occur in any elective office of the Association, unless otherwise provided for, shall be filled by appointment by the Board of Directors, such appointee to serve until the next meeting of the Board of Directors when the Board shall be empowered to fill any expired term. (c) The Board of Directors shall have general supervision of the affairs of the Association and may by vote of three- fourths of the membership of the Board cause any of the duties above outlined by any of the officers, to be performed by other officers, including, but not limited to, the Executive Director, who, upon the expressed approval of a three- fourths vote of the Board of Directors, may be hired to perform any of the duties contained in this article at such annual salary as the Board of Directors may approve;
(d) The Association may by vote of the Board of Directors pay the traveling expenses of any of its Directors, officers or members engaged in Association business and may make specific provision for an expense account for the Executive Director, such expense accounts to be approved by the Board of Directors.
OFFICERS
Section 1
The officers of the Association shall be: President, Vice President, Secretary, Treasurer and Director at Large (Immediate Past President). This group makes up the Executive Committee.
Section 2
The president shall appoint a nominating committee to present the slate of Officers at the Annual Meeting.
Section 3
Officers shall be elected by ballot at the Annual Meeting and shall serve for one year or until successors are chosen and qualified.
COMPOSITION
The New York State Nursery/Landscape Association shall be composed of the following Regional Divisions:
Region I Long Island Nurserymen’s Association (Nassau, Queens, Suffolk)
Region 2 Southeast New York Nurserymen’s Association (Bronx,Dutchess, Kings, New York, Putnam, Richmond, Westchester)
Region 3 Northeastern New York Nursery & Landscape Association (Albany, Clinton, Columbia, Essex, Franklin, Fulton, Greene, Hamilton, Montgomery, Rensselaer, Saratoga, Schenectady, Schoharie, Warren, Washington)
Region 4
Central New York Nursery & Landscape Association (Broome, Chenango, Cortland, Delaware, Ilerkimer, Jefferson, Lewis, Madison, Oneida, Onondaga, Oswego, Otsego. St. Lawrence, Tioga)
Region 5
Genesee-Finger Lakes Nursery & Landscape Association (Allegany, Cayuga, Chemung, Livingston, Monroe, Ontario, Schuyler, Seneca, Steuben, Tompkins, Wayne, Yates)
Region 6
Western New York Nursery & LandscapeAssociation (Cattaraugus, Chautauqua, Erie, Genesee, Niagara, Orleans, Wyoming)
Region 7
Tn-County Nurserymen’s Association (Orange, Rockland, Sullivan, Ulster)
Section 1
By a three-fourths vote of the Board of Directors at an Annual Meeting, the present regional divisioning may be altered, changed or modified. Each of the regional divisions’ Board of Directors, or equivalent body, shall act as a Nominating Committee for the election of the two representatives of their region who shall serve as Directors of the Association. They may nominate, in addition, alternates to serve in the event that the principal nominees cannot serve, in which case the alternate shall stand elected.
MEETINGS
Section 1
The Annual Meeting and election of officers of the Association shall be held once during each calendar year Newly elected officers and directors will assume office January 1. It shall he the policy of this Association to hold regular Board meetings yearly, rotated around the Regions when possible.
Section 2
Meetings of the Regional Divisions of the Association for the purpose of electing the members to serve on the Board of Directors and alternates for such members may be held at any time during the year preceding the Annual Meeting. These names must be certified to the Secretary of the Association at least thirty days prior to the Annual Meeting.
Section 3
Not less than fifty percent (50%) of the total number of the members of the Board of Directors elected shall constitute a quorum to transact business at any regularly scheduled meeting of the Board of Directors. In the event that a regionally-appointed Director or replacement falls to attend a meeting, the proxy for that meeting shall revert to the Executive Committee.
Section 4 The President of the Association or five members of the Board of Directors may call a special meeting of the Board at any time.
Section 5 The Secretary of the Association shall notify all members of the Board of Directors of the time, place and purpose of all regular meetings and special meetings of the Board.
REVENUE
The Board of Directors, by a three-fourths vote, shall from time to time in their discretion levy such dues and assessments as they shall feel free are appropriate for any given calendar year. Such imposition of dues and assessments by the Board of Directors shall be binding on all of the members of the Association, provided that notice of same is mailed to each and every member. The fiscal year shall be the calendar year.
DUTIES OF OFFICERS
Section 1 The President
The President shall preside at all meetings of the Association and as ex-officio member of the Board of Directors, be Chairman of the Board. He shall convene the Board of Directors whenever, in his opinion, the affairs of the Association demand, or on the written request of any five members of such Board. He shall represent the Association’s interest with respect to the general welfare of all green industries.
Section 2 – The Vice President/President Elect
The main duties are to be available if the President is unable to preside at any time; to be a liaison between the President and NYSN/LA members; to assist Committee Members; and to be knowledgeable of activities, problems and future plans, so that the following year as President, the Vice President/President Elect will be able to assume duties of the President with little difficulty. The Vice President/President Elect will also assume the duty of maintaining any changes in By-Laws & Procedures along with the Executive Director. The Vice President/President Elect, or if unavailable, an alternate approved by the Board of Directors, shall be elected President by the Board of Directors.
Section 3-The Secretary
The Secretary shall perform all duties delegated to him by the Board of Directors; shall keep minutes of all meetings of the Association and of the Board of Directors; shall be custodian of all records, reports, correspondence, etc., of the Association.
Section 4 – The Treasurer
The Treasurer shall receive and keep an account of all monies belonging to the Association, paying out same upon the signed order of the Executive Director, countersigned by the President or Treasurer or duly authorized member of the Executive Committee. He shall make an annual report of receipts and disbursements which shall he regularly audited by an accountant, unless this provision be expressly waived by the Board of Directors, and shall be under bond for such amount as the Board of Directors may require – at this time, NYSNA does not mandate bonding. The Treasurer is to be available to review monthly expenditures; counsel with the Executive Director on payments of monthly bills; prepare and submit a tentative budget for Association operations before the January meeting for approval at the January meeting.
Section 5 – Director-at-Large
(Immediate Past President)-Shall serve as advisor to the Board.
The President may appoint from time to time committees, with the approval of the Board of Directors, as the business of the Association may require.
APPROPRIATIONS
No resolution carrying an appropriation shall be acted upon by the Board of Directors until it has been submitted to the Executive Committee, if any, for report and recommendations to the Board of Directors.
AMENDMENTS
The By-Laws may be amended at any annual meeting by a three fourths vote of the members of the Board of Directors, a majority of the membership of the Association concurring by hand vote, provided, however, that such amendment shall have been announced from the floor and posted in the meeting hall on the day before final consideration. A special meeting for this purpose may be called by a three-fourths vote of the members of the Board of Directors.
AMENDED January 1990, 199], 1994, November 1994 1996
Objective
Abelia x grandiflora – Glossy Abelia
FLOWERS: White-flushed pink, funnel-shaped, 3/4″ long and wide, throat 5-lobed, slightly fragrant, 2 to 5 together, 3/4,’ long sepals develop a purplish tinge and persist for months; June and July through frost; flowers on new growth of season; usually profuse, prolific flowering plant.
DISEASES AND INSECTS: None serious but leaf spots, mildew and root rots have been reported.
‘Prostrata’ – Low-growing, more compact form. ‘Sherwood’ – More dense and compact in habit, leaves smaller and more refined than those of species, 3 to 3 1/2′ high and 4 to 4 1/2′ wide; ‘Nana’ may be synonymous; plants on the Georgia campus are quite lovely, do not become as ragged asA. x grand/flora. ‘Variegata’ – A variegated form has been reported but to my knowledge is not in cultivation in this country.
RELATED SPECIES: