By-Laws

By-Laws


Bylaws of UPFA-
The Utah Professional Florist Association

ARTICLE I – Name, Purpose, and Restrictions
Section 1- Name. The name of this organization shall be the Utah Professional Florist Association (UPFA), governed under the laws of the State of Utah.

Section 2- Purpose. The Association shall unify, lead and promote the advancement of the floriculture industry by, but not limited to:
a)      Annual educational meetings.
b)      Annual educational trade show.
c)      Dissemination of educational information.
d)      Organizing cooperation between all segments of the trade.

Section 3- Compliance with Laws.  All policies and activities of the Association shall be consistent with applicable federal, state and local antitrust, trade regulation laws and other legal requirements, including the Utah Law under which the
Association is organized and operated, and applicable federal and state tax-exemption requirements.

ARTICLE II – Membership
Section 1- Floral Business Membership. Hereto referred to as “Active member;” Floral Business membership is extended to firms, corporations, sole proprietorships and/or organizations of good reputation; who are actively engaged in retail sales of flowers, plants, accessories, and/or products and services directly related to the floriculture industry. They must possess a floral-related retail business license, be registered with the State as a business entity, collect sales tax payable to the State, and make a verbal commitment that their business is floral-related.  Floral Business Members retain the right of one vote per membership, and the right to occupy one office.  Persons who are employed by or otherwise associated with a Floral Business member may attend meetings and events, but do not have the right to vote or hold office, excepting the one vote retained by said business member, which can be administered on behalf of the Business Member by the employee as the designated proxy voter.

Section 2- Wholesale Business Membership.  Hereto referred to as “Active member;” Wholesale Business membership is extended to firms, corporations, sole proprietorships and/or organizations of good reputation; who are actively engaged in the wholesale trade, selling flowers, plants, seeds, accessories, hard-goods, and/or products and services directly related to the floriculture industry.  They must possess a floral-related wholesale business license, be registered with the State as a business entity, and make a verbal commitment that their business is floral-related. Wholesale Business Members retain the right of one vote per membership, and the right to occupy one office.  Persons who are employed by or otherwise associated with a Wholesale Business member may attend meetings and events, but do not have the right to vote or hold office, excepting the one vote retained by said Business Member, which can be administered on behalf of the Business Member by the employee as the designated proxy voter.

Section 3- Individual Membership.  Hereto referred to as “Active member;” An Individual membership consists of individuals who do not fit under the Floral Business Member, Wholesale Business Member, or Affiliate Member categories.  Individual membership may be extended to, but is not limited to students, educators, retired members, and those seeking to further their experience in the floral profession.  Employees of Floral or Wholesale Business Members may become Individual Members, but they may not vote in proxy on behalf of their employer.  Individual members have voting privileges, and may hold office. Individual Members will be approved for membership on a case by case basis by the Board.  In order to be considered for membership, prospective Individual Members must be of good repute, must present a resume, and may be asked to list two florists they’ve worked for, and may be asked to submit three pictures or examples of their work.

Section 4- Affiliate Membership.  Affiliate Members are non-voting members of the Utah Professional Florists Association and shall consist of any individual or legal entity interested in the promotion of the Association and/or the floriculture industry.  Such members may include, but are not limited to, trade groups, professional associates, media outlets, or person/s who’s employer is an active member of the association.  Approval of membership for Affiliate Members shall be carried out on a case by case basis as directed by the Board of Directors when needed.

Section 5- Members in Good Standing.  A member in good standing is one who has paid current dues and assessments.  Each member of this Association agrees to be bound by these Bylaws and any amendments thereto, and by the lawful actions of the Board of Directors or voting members of the Association.

Section 6- Memberships by Acclamation of the Association. If it is the desire of the UPFA Board to provide honorary membership to a person who has not fulfilled the requirements for general membership in the Utah Professional Florist Association, this may be accomplished in those instances where it is noted by the Board of Directors that this person or persons has contributed substantially to the advancement of the UPFA in such a manner as to justify honorary membership within the Association. If this instance is noted, by recommendation of unanimous voting by the Board of Directors, membership may be extended to this person or persons.

Section 7- Termination.  A membership may be suspended or terminated whenever the Board, a committee or person authorized by the Board, in good faith determines that any of the following events have occurred:
a)   Resignation of members on reasonable notice to the Association
b)   Expiration of the period of membership
c)   Failure of a member to pay dues
d)   Occurrence of any event that renders a member ineligible for membership
e)   Failure to satisfy membership qualifications.

Section 8- Discipline.  A member may be suspended or terminated for cause by the Board or its designee.  Cause shall include a significant abuse of the authority conferred on a member or a failure, on serious degree, to observe the Association’s rules of conduct as prescribed in these Bylaws or otherwise determined by the Board.  The member shall be given a minimum of 15-days prior written notice of the reasons for the proposed discipline.  The notice shall also include the member’s opportunity to be heard, orally or in writing, not less than five days before the effective date of the disciplinary actions by the Board or its designee.  The Board or its designee shall then determine whether cause exists and whether appropriate disciplinary action is necessary.

Section 9- Member Liability.  No member of the Utah Professional Florist Association shall be held personally or otherwise liable for any of the debts or obligations of the Association.

Section 10- Emeritus Status.  Emeritus Status may be granted to Board members who have served on the UPFA Board of Directors. They are invited to attend meetings, but are not held to the attendance policy of the rest of the board. They have no voting power.


ARTICLE III – Dues
Section 1- Dues.  The Board shall set dues and fees, make assessments and set the terms of payment.

Section 2- Delinquency.  Any member of the Association who is delinquent in dues, fees or assessments may be suspended or terminated as provided above.

Section 3- Refunds.  Dues will be refunded in the case that a person applies for an Individual Membership with the prescribed dues, and is denied that membership.  In all other cases, no dues will be refunded.

ARTICLE IV- Finances
Section 1- Fiscal Year.   The fiscal year of the Association shall begin on the first day of January and end on the last day of December in each year.

Section 2- Administration of Monies.  All monies payable to the Utah Professional Florist Association shall be administered by the Board of Directors.

Section 3- Authorization.  Any deeds, mortgages, bonds, notes or contracts to be executed by or on behalf of the Association must first be authorized by the Board of Directors.  The Board may authorize any member of the Executive Committee to enter into, execute, and deliver any deed, mortgage, bond, note, or contract on behalf of the corporation. 

Section 4- Signatures.  All checks, drafts, or other orders for payment of money issued in the name of the Association shall be signed either by the President, Vice-President, Treasurer, or Authorized Designee.

ARTICLE V- Nominations and Elections
Section 1- Elections.  The Board of Directors shall, from among its members nominate and elect a President, Vice-Presidents, and Directors prior to the Annual Meeting in a manner prescribed in this Article.  The Treasurer, Secretary and Executive Director shall be appointed annually by the Board of Directors.

Section 2- The Nominating Committee.  The Nominating Committee shall be composed of the Executive Committee plus two general board members. The chairman of the committee is to be the incumbent president of the Association. The Board of Directors may make substitutions. It shall be the power of the Nominating Committee to select a slate of nominees for the vacancies on the Board. The candidates’ names will come before the Board of Directors of the UPFA and at which time will be selected to replace the outgoing Board members. Upon the acceptance of the new board members they will be presented at the Annual meeting for approval.

Section 3- Reporting.  A report of the Nominating Committee shall be published in a bulletin prior to the Annual Meeting

Section 4- Assumption of Office.  An elected candidate assumes office at the Annual Meeting, which will be held no later than the second Wednesday of October each election year.

Section 5- Term Limits.  President--------------------------------------2 Year Term
                                        Vice President of Membership------------2 Year Term
                                        Vice President of Special Events---------2 Year Term
                                        Vice President of Public Relations-------2 Year Term
                                        Vice President of Community Service---2 Year Term
                                        Secretary--------------------------------------2 Year Term
                                        Treasure---------------------------------------2 Year Term
                                        Past President---------------------------------1 Year Term
All other Board Members may serve 4 Years (2-2 year terms) with the exception for officers.

Section 6- Consecutive Terms.  No member having served four consecutive years on the Board as a Director shall be eligible for election as a Director until two years after she/he has retired from such service on the Board with the exception of officers.

ARTICLE VI- Duties of the Officers and Board of Directors
Section 1- The President.  The President shall be elected by Active Members prior to the Annual Meeting for a term of two years in a manner prescribed in the Bylaws, Article V, Section 3, and:
a)      Shall take office at the Annual Meeting.
b)      Shall preside at all meetings of the corporation and have general supervision of its affairs.
c)      Shall review in detail reports of all committees.
d)      Shall be considered a voting member of all committees.
e)      In an emergency, the President shall have the power to conduct business between meetings of the Board of Directors, subject to review by the Board of Directors at the first following meeting. 
f)        A vacancy in any elective office shall be filled for the unexpired term by the President with the approval of the Board of Directors. 
g)      Shall appoint, with the approval of the Board of Directors, all committees.

Section 2- The Vice-Presidents.  The Vice-Presidents shall be nominated and elected by the Board of Directors prior to the Annual Meeting for a term of no less than two years in a manner prescribed in the Bylaws.

Section 3- The Secretary.  The Secretary is appointed by the Board of Directors for a term of two years, commencing in October, and shall serve until her/his successor is appointed and: 
a)      Shall be responsible for all publications of the Utah Professional Florist Association.
b)      Shall conduct the correspondence of the corporation and have charge of its papers and reports.
c)      Shall render a detailed report of the past year’s activities of the Association at the first board meeting following completion of the fiscal year.
d)      Shall be a member of and Secretary of the Board of Directors which duties will include keeping minutes of Board Meetings.
e)      Shall keep a special file of all rulings of the Board of Directors, codified under each and every committee or office to which the rulings apply.
f)        Shall deliver to each officer and committee chairperson, immediately after a regular meeting, a complete list of all rulings of the Board of Directors as they apply to the office or committee.

Section 4- The Treasurer.  The Treasurer is appointed by the Board of Directors for a term of two years, commencing in October, and shall serve until her/his successor is appointed and:
a)      Shall keep accounts of all monies, rendering a report at each regular meeting with additional reports as directed.  The annual financial report is to appear in the Bulletin.
b)      Shall prepare an annual budget and present it to the Board for approval.
c)      She/he shall have the books audited annually, or on change of Treasurer by direction of the Vice-President.

Section 5- The Immediate Past-President.  The Immediate Past-President shall review in detail reports of all committees and shall be considered a member of all committees.

Section 6- The Board of Directors.  The Board of Directors shall be composed of the President, Vice-Presidents, Secretary, Treasurer, Immediate Past President, and seven Directors.  The Directors shall each serve for a term of 4 years.  The beginning and ending of the Directors’ terms shall be staggered. 
a)      The duty of the Board of Directors is to direct the policy and administer the business and finances of the Utah Professional Florist Association.
b)      Directors may be chairpersons of committees.
c)      Chairpersons of committees, who are not Directors, may sit with the Board of Directors and enter into all discussions, but shall have no vote.
d)      A majority of the Board of Directors shall constitute a quorum.  The majority vote of members present shall constitute official action.
e)      The Board of Directors shall specifically and in detail direct the administration of all funds of the corporation. 
f)        Rulings of the Board of Directors shall be permanently codified under each office or committee to which they apply.
g)      The Board of Directors shall meet before the scheduled meetings of the year.  Special meetings of the Board may be called by the President, or may be called upon the receipt of written request of the Board.
h)      The incoming Board of Directors shall meet after the election for the purpose of appointing the Treasurer, Secretary, and committees for the year.
i)        If any officer or member of the Board of Directors fails to attend three consecutive regular meetings of the Board of Directors with in a twelve month period without good reason, she/he shall cease to be a member of the Board and the Board of Directors shall have the power to appoint a replacement to fill any vacancies.

Section 7- The Executive Committee.  The Executive Committee shall be composed of the President,Vice-President of Membership, Special Events, Public Relations and Secretary,

a)      The Executive Committee shall place into operation such policies as shall be decided upon by the Board of Directors and communicated to the Chair.  The Committee serves at the pleasure of the Board of Directors and shall act only in intervals between meetings of the Board, and shall be subject to the control and direction of the Board.
b)      Any act by the Executive Committee within the authority delegated to it shall be effective for all purposes as the act or authorization of the Board of Directors. 
c)      A majority vote of the members of the Executive committee shall constitute official action of the committee.
d)      The Executive Committee shall have the power to remove any board member who misses three consecutive board meetings during a twelve month period.


ARTICLE VII- Authority
The rules contained in “Robert’s Rules of Order Revised” will govern this organization in all cases to which they are applicable, and in which they are not inconsistent with these Bylaws.  The Secretary shall have a copy of “Robert’s Rules of Order Revised” present at each meeting.

ARTICLE VIII- Amendment
These Bylaws may be amended by ballot prior to the Annual Meeting by a majority vote of Active Members voting in the annual election, provided such amendment has been approved by the Board of Directors and has been published in the official publication of the corporation prior to the vote.