CONSTITUTION AND BY-LAWS 

of 

OLYMPIC PENINSULA MYCOLOGICAL SOCIETY 

CONSTITUTION 

ARTICLE I: NAME 

This organization shall be known as the OLYMPIC PENINSULA MYCOLOGICAL SOCIETY 

ARTICLE II: PURPOSE 

Section 1. This organization is formed exclusively for scientific and educational purposes to initiate, promote, assist and encourage the understanding and appreciation of mycology within the meaning of Section 50 1 (c) (3) of the Internal Revenue Code. 

Section 2. This Society is not organized, nor shall it be operated, for pecuniary gain or profit, and it does not contemplate the distribution of gains, profits, or dividends to the members thereof, or to any private shareholder or individual. Upon the winding up and dissolution of the Society, the assets of the Society remaining after payment of, or provision for payment of, all debts and liabilities of the Society, shall be distributed to an organization or organizations recognized as exempt under Section 501 (c) (3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States Internal Revenue law, and used exclusively to accomplish the purposes for which this Society is organized. 

BY-LAWS 

ARTICLE I: :MEMBERSHIP 

Section 1. Any person interested in the purpose of the Society is eligible for membership. 

Section 2. Classes of membership shall be active (paid-up) and honorary. 

Section 3. Annual dues of membership shall be established by the Board of Directors. 

Section 4. All classes of members shall enjoy all the rights and privileges pertaining to the I members of this Society. 

Section 5. Membership dues ·shall be payable at the time of application and yearly thereafter. 

Section 6. Should renewal of membership dues not be paid within six months after the time they are payable, a member so in default shall forthwith be dropped from the rolls. 

ARTICLE II: MEETINGS 

Section 1. Regular meetings of the Society shall be held on the second Wednesday of the month. There shall be at least six (6) meetings a year in the months April, May, June, September, October and November.

Section 2. The Annual Meeting of the Society shall be the November meeting, at which time new officers will be installed and take office. 

Section 3. Six (6) members shall constitute a quorum for the transaction of business at any duly called regular or special meeting. 

Section 4. Special meetings may be called by the President pursuant to a resolution of the Board of Directors. 

ARTICLE Ill: BOARD OF DIRECTORS 

Section 1. The control and conduct of business of the Society shall be vested in its Board of Directors. The Board shall determine the policies of the Society. The Board of Directors shall include (a) the elected officers, (b) chairs of Standing Committees, (c) the immediate past President, and (d) not more than six Directors-at-Large appointed by the President with approval of the Board. 

Section 2. Meetings of the Board shall be held as determined by the President. 

Section 3. A majority of the Board shall constitute a quorum at any meeting. 

Section 4. Special meetings of the Board may be called by the President or upon the request of the majority of the Board. 

ARTICLE IV: OFFICERS 

Section 1. The elected officers of the Society shall be a President, a Vice-President, a Secretary, and a Treasurer.  All officers shall serve one-year terms, but no individual may hold the same office for more than four consecutive terms. 

Section 2.  A vacancy in the office of President or in any other office shall be filled by the majority vote of the Board of Directors, to hold office until the next annual election, at which time the vacancy shall be filled in the regular way. 

Section 3. The President shall be President of the Society, Chair of the Board of Directors, and ex-officio member of all committees and shall perform all other duties associated with the office of President. 

Section 4. The Vice-President shall assist the President in carrying out of the President's duties, and shall preside at all meetings in the absence of the President. 

Section 5. The Secretary shall keep a record of all proceedings of the Board and the 2 Society and shall conduct such correspondence of the Society as requested by the Board.

Section 6. The Treasurer shall have custody of the Society's funds, shall disburse the funds 5 as may be ordered by the Board, report to the Board at their regular meetings, or as requested, 5 keep up-to-date records open to inspection, and keep a record of the Society's assets. 

Section 7. All checks and drafts of the Society may be signed by either the Treasurer or the President. 

ARTICLE V: NOMINATING COMMITTEE 

Section 1. The President shall annually appoint a Nominating Committee, to consist of not less than three members. The names of the members of the Nominating Committee shall be made known to the membership of the Society at the regular June meeting and suggestions for nominations for officers may be submitted to the Committee by any member of the Society. 

Section 2. The Nominating Committee shall nominate candidates for office. Its report shall be presented to the membership at the regular September meeting. Nothing herein contained shall prevent nominations of officers from the floor at the September meeting. 

ARTICLE VI: ELECTIONS 

Section 1. The election of officers shall take place at the regular October meeting of members. The officers will be installed at the annual meeting in November and take office in January. 

Section 2. Officers presented by the Nominating Committee shall be elected by a voice vote of the membership present, or by motion of the membership instructing the secretary to pass a unanimous ballot in favor of the recommendations presented by the Nominating Committee; provided, however, if there is more than one candidate for any office, the election to such office shall be by ballot with the winner receiving the majority vote of the ballots cast. 

ARTICLE VII: STANDING COMNlITTEES 

Section 1. The President, with approval of the Board of Directors, shall appoint chairs of Standing Committees who, in turn may select their own committee members with recommendations and suggestions from the Board. Terms of office shall be for one year or until their successors are appointed. 

Section 2. The President, with approval of the Board of Directors, may appoint Special or Task Force Committees, whose terms of office will be determined by the length of the assignment to be performed. 

Section 3. Standing Committees of the Society may be as follows, and other such Committees as become necessary to carry out the functions of the Society: 

MEMBERSHIP COMMITTEE 

The President shall appoint a Membership Chair. It shall be the duty of this Committee to conduct membership campaigns and to attempt to obtain the continuing membership of those who have become delinquent in the payment of dues. The Membership Chair shall supply a current list of members at the November meeting. 

PROGRAM COMMITTEE 

The President shall appoint a Program Chair. It shall be the duty of this Committee to make all plans and arrangements for programs of the regular meetings of the Society, and it shall also be the duty of this Committee to Publicize through newspaper, radio, television and other publicity media the purposes and program of the Society. 

CONSERVATION COMMITTEE 

The President shall appoint a Conservation Chair. It shall be the duty of this Committee to keep informed on local, state and national governmental policies and actions affecting the natural environment and the conservation of natural resources, to advise the Board of Directors, and to carry out the policies of the Society. 

FIELD TRIP COMMITTEE 

The President shall appoint a Field Trip Chair. It shall be the duty of this Committee to plan organize and arrange for the proper conduct of field trips, that may be participated in only by the members of the Society. Adult members are responsible for the conduct and safety of their member children and animals. 

HOSPITALITY COMMITTEE 

The President shall appoint a Hospitality Chair. It shall be the duty of this Committee to plan and conduct such social gatherings of the members, or to provide the social aspects of 3 regular meetings, such as refreshments as may seem desirable to the Board of Directors. 

EDUCATION COMMITTEE 

The President shall appoint an Education Chair. It shall be the duty of this Committee to further the Educational Services of various other mycological societies; to encourage the schools and colleges of the community to conduct courses in or otherwise stress natural history, mycology, ecology and conservation; to conduct lectures and/workshops in natural science for members and friends. 

ARTICLE VIII: DISCONTINUANCE 

The Society reserves the right to terminate its Chapter status, in which case all allocation of dues to this Society will cease on expiration of the six-months' period. 

ARTICLE IX: PARLIMENTARY AUTHORITY 

In matters not covered by these By-Laws, Roberts' Rules of Order shall govern. 

ARTICLE X: AMENDMENTS 

The Constitution and By-Laws may be amended by a majority vote of members in good standing at any regular meeting, or at any special meeting regularly called, provided that notice of such amendments shall have been given to the members one month prior to said meeting. 

ARTICLE XI: INDEMNIFICATION OF DIRECTORS AND OFFICERS 

Each Director or officer now or hereafter serving the Society, and each person who at the request of or on the behalf of the Society is now serving or hereafter serves as a trustee, director or officer of any other organization, whether for profit or not tor profit, and his or her respective heirs, executors and personal representative shall be indemnified by the Society against expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit or proceeding in which he or she is made a party by reason of being or having been such trustee, director or officer, except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the pertormance of duties, but such indemnification shall not be deemed exclusive of any other rights to which such person may be entitled under any By-Law, agreement, vote of the Board of Directors, or otherwise. 

ARTICLE XlI: RECALL 

Members of the Board of Directors are subject to recall or removal as provided by Sections 24.03.130 Chapter 24.03 of the Washington Nonprofit Corporation Act. 

ARTICLE XIII: GIFTS 

The Board of Directors may accept, on behalf of the OLYMPIC PENINSULA MYCOLOGICAL SOCIETY any contributions, gifts, bequests or devises for the general or special purposes of the Society. 

ARTICLE XIV: SEVERABILITY 

If a Court of competent jurisdiction shall adjudge to be invalid or unconstitutional any clause, sentence, paragraph, section or part of this Constitution and By-Laws, such judgement or decree shall not affect, impair, invalidate or nullify the remainder of this Constitution and ByLaws, but the effect thereof shall be confined to the clause, sentence, paragraph, section or part of this Constitution and By-Laws so adjudged to be invalid or unconstitutional. 

APPROVED by the Members this 14th day of November, 2001.