Article I. Purpose
Meadowview Biological Research Station (Meadowview) is an organization dedicated to preserving and restoring rare wetland plants and habitats on the coastal plain of Maryland and Virginia. The particular area of specialization is an endangered habitat known as pitcher plant bogs or seepage wetlands. Bogs are acidic, nutrient poor wetlands which are characterized by a unique assemblage of plants and animals. Many bogs have been lost in Maryland and Virginia through drainage, development or neglect and most of the plants found in these sites are threatened with extinction. Our goal is to preserve and restore a part of our natural bog heritage. This timely effort will ensure that future generations are able to see and enjoy these interesting and unique habitats.
Meadowview also has a membership component comprised of botanists, horticulturists, plant hobbyists and environmental enthusiasts dedicated to all the following aspects of carnivorous plants. Botany (morphology, taxonomy, systematics, physiology, ecology and history), horticulture (cultivation, propagation, exchange of materials, hybridization and selection and naming and registration of cultivars), conservation, publication and exchange of information on all aspects of carnivorous plants, all of the above practiced within the framework of laws and regulations regarding import, export, and interstate exchanges of such plant material.
Article II. Offices
2.1 Principal Office. The board of directors shall fix the location of the Meadowview Biological Research Institute’s (Meadowview’s) principal place of business within or outside the state of Virginia, as the board of directors may designate or as the business of Meadowview may require.
2.2 Registered Office; Registered Agent. The registered office of Meadowview, required by the Virginia Nonstock Corporation Act to be maintained in the state of Virginia may be, but need not be, identical with the principal office in the state of Virginia, and the address of the registered office may be changed from time to time by the board of directors. The board of directors shall also designate and maintain a registered agent within the state of Virginia in accordance with the Virginia Nonstock Corporation Act.
Article III. Financial.
3.1 Fiscal Year. The fiscal year of the Meadowview shall end on December 31 in each year.
3.2 Operating Budget. An annual operating budget shall be prepared by the President and Treasurer and approved by the Board.
Article IV. Board of Directors.
4.1 General Powers. The business and affairs of Meadowview shall be managed by its board of directors. Without limiting this general power, the board shall have the power and authority to (i) select and remove all officers, agents, and employees, prescribe their duties and fix their compensation; (ii) change the principal executive office or the principal business office of Meadowview, cause Meadowview to qualify to do business in all jurisdictions where it is doing business, and designate locations within and without the state of Virginia for directors’ meetings; and (iii) borrow and incur indebtedness for corporate purposes, execute and deliver notes, bonds, evidences of indebtedness, mortgages, or other security for any such indebtedness.
4.2 Number; Tenure. The initial number of directors, which shall constitute the board of directors, shall be set at three, as amended from time to time. Each director shall hold office until the next annual meeting of directors and until the director’s successor has been duly elected and qualified. Directors need not be residents of the state of Virginia to serve.
4.3 Regular Meetings. A regular meeting of the board of directors shall be held without further notice than this bylaw. The board of directors may provide by resolution the time and place, either within or without the state of Virginia, for the holding of additional regular meetings without other notice than such resolution. Reasonable advance notice for all regular meetings shall be provided to all members of the board.
4.4 Special Meetings. Special meetings of the board of directors may be called by, or at the request of, the president or a quorum of the directors. The person or persons authorized to call a special meeting of the board may determine the time and place, wither within or without the state of Virginia, for the holding of any special meeting of the board of directors called by him, her, or them.
4.5 Conference Call. Any regular or special meeting of the board of directors may be by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other. Participation in such a meeting shall constitute presence in person at the meeting.
4.6 Notice. Notice of any special meeting shall be given at least 10 days in advance of such meeting by written notice delivered personally or mailed to each director at the director’s business address, by telegram, fax, or email. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, properly addressed with postage prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice is given by fax or email, such notice shall be deemed as delivered when a "receipt of notice" has been received by originating party from each director.
Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting if the director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purposes of, any regular or special meeting of the board need be specified in the notice or waiver of notice of such meeting.
4.7 Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the board of directors. If less than a majority is present at a meeting, the director or directors present may adjourn the meeting from time to time in accordance with 4.13.
4.8 Manner of Acting. The act of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.
4.9 Vacancies. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors, even through less than a quorum of the board of directors, or by a sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of the director’s predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting called for that purpose, unless otherwise provided in the articles of incorporation.
4.10 Compensation. By resolution of the board, each director may be paid a fee and/or expenses, if any, of attendance at each meeting of the board of directors. No such payment shall preclude any director from serving Meadowview in any other capacity and receiving compensation for such service.
4.11 Presumption of Assent. A director who is present at a meeting of the board at which action on any corporate matter is taken is presumed to have assented to the action taken, unless the director’s dissent shall be entered in the minutes of the meeting, or unless the director shall file his or her written dissent to the action with the person acting as the secretary of the meeting before the adjournment of the meeting, or unless the director shall forward such dissent by registered mail to the secretary of Meadowview immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
4.12 Action by Consent. Any action that may be taken at a meeting of the directors, may be taken without a meeting by a consent in writing, setting forth the action so taken, and shall be signed by all the directors.
4.13 Adjournment. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of the time and place for holding an adjourned meeting need not be given unless the meeting is adjourned for more than 24 hours, in which case notice of such time and place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of adjournment.
4.14 Standard of Care; Liability. Each director shall exercise such powers and otherwise perform such duties in good faith, in the matter which the director believes to be in the best interests of Meadowview and with such care, including reasonable inquiry using ordinary care and prudence as a person in a like position would use under similar circumstances. In performing his or her duties, each director shall be entitled to rely on information, opinions, reports, statements, including financial statements or data prepared or presented by (i) one or more officers or employees of Meadowview which the director believes to be reliable and competent; (ii) counsel, independent accountants or similar outside experts; (iii) a committee of the board on which the director has reason to believe after reasonable inquiry that reliance on the report is warranted.
4.15 Committees – General. The board by resolution adopted by a majority of the directors may designate one or more committees, each consisting of one or more committee chairperson, to serve at the pleasure of the board. Any such committee shall have the authority of the board, except with respect to (i) the approval of any action which by law, articles of incorporation or these bylaws requires the president’s approval; (ii) the filling of vacancies on the board or any committee; (iii) the fixing of compensation for board members; (iv) the amendment or repeal of bylaws or adoption of new bylaws; (v) the amendment or repeal of any board of directors’ resolution; or (vi) the creation of other committees of the board.
4.16 Corporate Advisory Committee
4.16.1 Description. The function of the Corporate Advisory Committee (CAC) is to provide general guidance to the board of directors for the development and strategic planning for the organization, corporate relations, and business liasons. The CAC shall have no voting power, however, the position of the CAC shall carry influence with the board of directors in executing programs and objectives.
4.16.2 Members. The members of the CAC shall be platinum level sponsors only.
4.16.3 Purpose. This committee shall focus on
(a) the benefits to the sponsor companies and organizations,
(b) the image of the institute as it relates to the sponsors,
(c) sponsor networking and access to members,
(d) program ideas, and
(e) sponsor related funding opportunities.
4.16.4 Costs. All costs associated with operating the Committee shall be covered via an established budget, which shall be approved by the board of directors. Membership on the CAC is a non-paid position.
4.16.5 Size. There is no maximum size for this committee, but there is a minimum size of two members. During the start-up phase, in the event of a sole sponsor, he/she shall serve (at their discretion) as a special advisor to the President and the Board.
4.16.6 Meetings. The Committee shall meet a minimum of two times per year, and shall provide to the Board a summary report of recommendations within a reasonable amount of time following each meeting. The Committee may meet in the presence or absence of the President or other officers of the organization, at the discretion of the Committee.
4.16.7 Recognition. Members of the Committee shall be given recognition in all publications provided by Meadowview as part of press releases, background, marketing materials, etc., as is appropriate. Charter sponsors shall be recognized for their contributions for the life of the organization.
4.16.8 Replacement/Removal. Any member of the Committee which is not acting within the requirements of the bylaws, operating plan, or for the best interest of the organization, may be removed by a majority vote of the remaining Committee members, only after the Chair has presented the issue to the President for review and recommendation. If such action is deemed warranted, the President shall address the issue directly with the sponsoring organization, who may choose to elect a different representative.
4.17 Government Advisory Board (GAB)
4.17.1 Description. The function of the GAB is to provide general guidance to the board of directors for the development and strategic planning for the organization, corporate relations, and business liasons. The GAB shall have no voting power, however, the position of the GAB shall carry influence with the board of directors in executing programs and objectives.
4.17.2 Members. The following organizations shall be invited to participate on the GAB: environmental, agricultural, and land use agencies at the federal, state and local levels as appropriate. Other organizations may be added at the discretion of the President.
4.17.3 Purpose. This committee shall focus on
(a) the benefits to government agencies,
(b) the image of the institute in its relationship with the government,
(c) leveraging land use management with environmental needs, and
(d) leveraging Meadowview activities with government initiatives.
4.17.4 Costs. All costs associated with operating the Committee shall be covered via an established budget which shall be approved by the board of directors. Membership on the GAB is a non-paid position.
4.17.5 Size. There is no maximum size for this committee, there is a minimum size of two members.
4.17.6 Meetings. The Committee shall meet a minimum of two times per year, and shall provide to the Board a summary report of recommendations within a reasonable amount of time following each meeting. The Committee may meet in the presence or absence of the President or other officers of the organization, at the discretion of the Committee.
4.17.7 Recognition. Members of the committee shall be given recognition in all publications provided by Meadowview as part of press releases, background, marketing materials, etc., as is appropriate and shall be approved through proper government channels.
4.17.8 Replacement/Removal. Any member of the Committee which is not acting within the requirements of the bylaws, operating plan, or for the best interest of the organization, may be removed by a majority vote of the remaining Committee members, only after the Chair has presented the issue to the President for review and recommendation. If such action is deemed warranted, the President shall address the issue directly with the sponsoring organization, who may choose to elect a different representative.
4.18 Working Committees. The working committees shall be led by a chair, shall have an operating budget, and shall have the responsibilities as defined by the committee charter. The committee charter shall be written by the President, previous to the initial meeting of the committee. Committee members shall be recruited by the President from the membership, are voluntary positions, and shall be presented with the charter and timeline for action to be taken. The guidelines for participating on such committees are the same as those detailed in 4.16. Some examples of the working committees are: Program Committee, Corporate Relations, Business Development, Public Relations, Communications, and Membership. All or some of these committees may not be formed until a point in the development of the organization that it is deemed advantageous by the President, or after recommendation of the Board.
4.19 Chairman of the Board – Description.
4.19.1 Provides leadership to the board.
4.19.2 Establishes procedures to govern the board’s work.
4.19.3 Ensures the board’s full discharge of its duties.
4.19.4 Schedules meetings of the full board and works with committee chairmen to coordinate the schedule of meetings for committees.
4.19.5 Organizes and presents the agenda for regular of special board meetings based on input from directors.
4.19.6 Ensures proper flow of information to the board, reviewing adequacy and timing of documentary materials in support of management’s proposals.
4.19.7 Ensures adequate lead time for effective study and discussion of business under consideration.
4.19.8 Helps the board fulfill the goals it sets by assigning specific tasks to members of the board.
4.19.9 Identifies guidelines for the conduct of the directors, and ensures that each director is making a significant contribution.
4.19.10 Together with the president, represents the company to external groups: members, creditors, consumer groups, local communities, and federal, state, and local governments.
4.19.11 Ensures proper committee structure, including assignments of members and committee chairmen.
4.19.12 Carries out other duties as requested by the president and board as a whole, depending on need and circumstances.
4.20 Rules of order. All Executive Committee meetings, general member meetings and other business meetings shall be conducted by Roberts Rules of Order.
Article V. Organization.
5.1.1 Description. The organization shall include a non-voting membership activity. Members shall be eligible for specific benefits and opportunities. Opportunities and benefits, which are open to non-members, shall be available to members for a reduced price.
While voting rights shall not be part of the membership rights, being responsive to the members current and future needs shall be an integral objective for the implementation of all programs and initiatives. Members’ concerns, ideas, and needs shall be monitored and solicited through surveys, personal interface and program feedback. Growth and flexibility shall be key issues.
Membership privileges. Each member shall be entitled to attendance at all general and regional meetings, a subscription to Meadowview’s newsletter (when published), the privilege of submitting publishable material to the newsletter and other organizational publications, participation in such special activities as the seed bank, plant exchanges, etc., and opportunity to take part in all other functions of Meadowview to be established for members in the future.
Members not in good standing. Members shall be deemed by the Executive Committee not to be in good standing if they fail to abide by these bylaws and statements. Members not in good standing by virtue of delinquent dues who wish to be reinstated may do so by simple payment of such dues. Members not in good standing for other reasons must reapply to the Executive Committee. The Executive Committee may elect to terminate the membership, to require a period of probation, or to reinstate membership promptly according to circumstances.
Membership list. A complete membership list shall be maintained continuously and to date in mail code and alphabetical order by Meadowview. Members may acquire a copy of the membership list issued as a directory periodically at the discretion of the Executive Committee responsive to the desires of the membership. The list shall be the property of Meadowview and may be lent, rented, or sold by the Executive Committee to other societies, commercial organizations and non-profit organizations if considered in good taste and if the use of the list by another organization may constitute some informational or other benefit to Meadowview members. Individual members may not lend, rent, give, or sell the membership list, and such an act may constitute grounds for dismissal from the organization. Members may wish not to have their names in a directory and/or mailing list, and may so inform Meadowview of their desire to be omitted.
Members shall be solicited from various business, environmentalists, and academic environments, from a variety of backgrounds. The sole criteria for membership shall be an interest and ability to further the goals of the organization.
5.1.2 Annual fee schedule – membership. An annual membership fee will be charged for all domestic members. The board may, at its discretion, waive the fee for any organization which provides for the improvement of Meadowview, but may not be in a position to pay the fee.
The following fee structure shall apply:
<50 Employees $100
51-200 Employees $200
201-500 Employees $500
The benefits to the members shall be detailed in the Annual Operating Plan.
5.2.1 Description. The organization shall be sponsor-supported. Sponsors shall be solicited through formal and informal processes. Sponsors shall be of two general categories: (1) corporate sponsors, and (2) grant sponsors. Grant sponsors may be federal, state, or local government agencies or charitable organizations. Grants shall be pursued via both solicited and unsolicited proposals, and may be in response to RFPs, BAAs, or other competitive processes. Corporate sponsors shall be solicited through marketing materials, public relations, and targeted proposals. The benefits to the sponsors shall be detailed in the Annual Operating Plan.
5.2.2 Sponsorships (corporate). The sponsor fee structure shall be as follows:
Silver $ 2,500
Gold $ 5,000
The general benefits to the sponsors shall be designated in the Annual Operating Plan. Specific benefits shall be presented in a sponsor portfolio, and may be amended as needed.
5.3 Dissolution. The Executive Committee may determine at any time that the organization be dissolved, at which time all remaining financial obligations shall be completed or rectified, and all remaining assets shall be donated to an equivalent 501(c)(3) organization with similar agricultural and environmental objectives within any restrictions set forth by the sources of funding and none shall be returned to members or officers.
Article VI. Officers.
6.1 Number. The officers of Meadowview shall include a president, one or more vice-presidents (number to be determined by the board), a secretary, and a treasurer, each of whom shall be appointed by the board. Such other officers and assistant officers and agents as may be deemed necessary may be held by the same person.
6.2 Appointment; Term of Office. The officers of Meadowview to be appointed by the board shall be appointed annually at the first meeting of the board held after each annual meeting. If the appointment of the officers shall not be held at such meeting, the officers shall be appointed as soon thereafter as may be convenient. Each officer shall hold office until a successor is appointed, or until the officer’s death, or until the officer resigns.
In the case of the initial officers, a five-year guarantee of position shall be effective. If the Board chooses to replace any initial officer, as defined in the first Annual Operating Plan, within this five-year period, a buy-out offer equivalent to the remainder of the five-year period may be substituted.
6.3 Removal. Any officer or agent may be removed by the board whenever in its judgement the best interests of Meadowview will be served by such removal, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not, in itself, create contract rights.
6.4 Vacancies. A vacancy in any office, including committee positions, because of death, resignation, removal, disqualification, or otherwise may be filed by the board for the unexpired portion of the term.
6.5 President. The president shall be the principal executive officer of Meadowview and subject to the control of the board. The president shall supervise and control all the business and affairs of Meadowview. Without limitation, the President shall preside at all meetings and over all directors, perform all duties incident to the office of president, and such other duties as may be prescribed by the board from time to time.
The position of president shall include the following functions.
Fosters a corporate culture that promotes ethical practices, encourages individual integrity, and fulfills social responsibility.
Maintains a positive and ethical work climate that is conductive to attracting, retaining, and motivating a diverse group of top-quality employees, sponsors, members and other participating organizations, at all levels.
Develops and recommends to the board a long-term strategy and vision for the company that leads to the creation of membership value.
Develops and recommends to the board annual business plans and budgets that support the company’s long-term stragtegy.
Ensures that the day-to-day business affairs of the company are appropriately managed.
Consistently strives to achieve Meadowview’s financial and operating goals and objectives.
Ensures continuous improvement in the quality and vale of the products and services provided by Meadowview.
Ensures that Meadowview achieves and maintains a satisfactory competitive position within its industry.
Formulates and oversees the implementation of major corporate policies.
Serves as the chief spokesperson for Meadowview.
6.6 Vice-President. In the absence of the president or in the event of the president’s death, or inability or refusal to act, the vice-president shall perform the duties of the president, and when so acting, shall have the powers of, and be subject to all of the restrictions upon the president. In addition, the vice-president shall perform such other duties as may be assigned to him of her from time to time by the board.
6.7 Secretary. The secretary shall (i) keep the minutes of the board of directors’ meetings in one or more books maintained for that purpose; (ii) provide for the giving of notices required by these bylaws or by law; (iii) be custodian of the corporate records and of the corporate seal; (iv) keep a register of the mailing address of each director, which shall be firnished to the secretary by each director; (v) perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or the board.
6.8 Treasurer. The treasurer shall (i) have charge and custody of, and be responsible for, all funds and securities of Meadowview; (ii) receive, and give receipts for moneys due and payable to Meadowview from any source, and deposit all such moneys in the name of Meadowview in such depositories as may be designated by the board from time to time; and (iii) perform all other duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the president or the board.
6.9 Salaries. The salaries of officers shall be fixed from time to time by the board. No officer shall be prevented from receiving a salary by reason of the fact that the officer is also a director of Meadowview.
6.10 Operating Plan. An annual operating plan shall be prepared by the President of Meadowview and submitted to the Board for approval. The performance of the President shall be evaluated by meeting the objectives of the plan. Modifications may be made to the plan, as needed by the President, and shall be submitted to the Board for approval.
Article VII. Contracts, Loans, Checks, and Deposits.
7.1 Contracts. The board may authorize any officer, employee, or agent to enter into any contract, or execute and deliver any instrument, in the name of and on behalf of Meadowview, and such authority may be general or confined to specific instances.
7.2 Loans. No loans shall be contracted on behalf of Meadowview, and no evidences of indebtedness shall be issued in its name, unless authorized by a resolution of the board. Such authority may be general or confined to specific instances.
7.3 Checks, Drafts. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of Meadowview, shall be signed by such officer, officers, agent or agents of Meadowview and in such manner as shall from time to time be determined by board resolution.
7.4 Deposits. All funds of Meadowview, not otherwise employee funds, shall be deposited from time to time to the credit of Meadowview in such banks, or other depositories as the board selects from time to time.
Article VIII. Indemnification; Interested Parties; Insurance; Severability.
8.1 Indemnification. Meadowview shall indemnify to the fullest extent permitted by the Virginia Nonstock Corporation Act any director, office, employee, agent, or any other person who has been made, or is threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit, or proceeding by or in the right of Meadowview) by reason of the fact that the person is or was a director, officer, employee, or agent of Meadowview, or a fiduciary within the meaning of any federal, state or local law or regulation. The right to and the amount of indemnification shall be determined in accordance with the provisions of the Virginia Nonstock Corporation Act in affect at the time of determination.
8.2 Interested Parties. A director of Meadowview shall not be disqualified by the director’s office from contracting with Meadowview as vendor, purchaser, or otherwise; nor shall any contract or arrangement entered into by or on behalf of Meadowview in which any director is in any way interested be avoided on that account, provided that such contract or arrangement shall have been approved or ratified by a majority of the board without counting in such majority the interested director, although such director may be counted toward a quorum, and the interest shall have been disclosed or known to the approving or ratifying directors.
Meadowview shall procure through reasonable means its products and services, through a bid process whenever practical.
8.3 Insurance. Meadowview may upon a determination by the board purchase and maintain insurance on behalf of any agent of Meadowview, including its directors, officers and employees, against any liability which might be asserted against or incurred by the agent in such capacity, or which might arise out of the agent’s status as such, whether or not Meadowview would have the power to indemnify the agent under section 8.1.
8.4 Severability provisions. If any portion, section, or clause of these bylaws or the application thereof to any person or circumstance shall for any reason by declared unconstitutional or held invalid, the remainder of these bylaws or the application of such portion, section or clause to other persons or circumstances shall not be affected thereby.
Article IX. Amendments.
9.1 Amendments. These bylaws may be altered, amended, or repealed,
and new bylaws may be adopted by a majority vote of the board at any regular
or special meeting.
Approved by the Board of Directors of Meadowview.
Date Phil Sheridan
Date Dr. Robert Griesbach
Date Roger Horman