Section 2 - Active membership will be limited to firms or corporations of good reputation located in the State of Mississippi who are actively engaged in the retail, wholesale, or landscape business, subject to the approval of the membership committee. Any person connected with an active member as a partner, proprietor, or officer may represent such an active member for the pourpose of voting or holding office.

Section 3 - Associate membership will be confined to individuals, firms, or corporations of good reputation engaged in Mississippi, subject to the approval of the Membership Committee. Dues paying Associate Members will be entitled to vote but not hold office.

Section 4 - Membership will not be transferable. Persons from within or without the State who are retired members are eligible for Associate Membership.

Article 3 - Amendments to the By-Laws

Section 1 - Amendments to the By-Laws may be adopted by a majority vote of the Active Members at any annual meeting or at a special membership meeting called for that purpose.

Article 4 - Amendments to the Constitution

Section 1 - Amendments to the Constitution may be proposed by:

(a) Resolution of the Board of Directors

(b) Resolution in writing, signed by not less than 10% of the Active Members, and addressed and transmitted to the Board of Directors at least 60 days prior to the annual members meeting.  Upon receipt, the Board will submit the proposed amendment to the next annual members meeting.  At least 30 days notice of any proposed amendments will be given the Active Mambers by mail.

Section 2 - The Constitution may be amended by a vote of two-thirds of the Active Members at any annual membership meeting or at any meeting called especially for that purpose.

By-Laws

Mississippi Floriost Association Incorporated

(Revised (07-96)

Article 1 - Board of Directors

Section 1 - The property and assets of the Association will be vested in and under the control of the Board of Directors, which will consist of:

1. The President
2. The First Vice-President
3. The Second Vice-President
4. The immediate Past President, who will serve for 1 year
5. Twelve Directors.  Four of which will be elected each year by the members at the annual members meeting.  Each will serve for a period of three years.

Section 2 - All Officers and Directors will serve their terms from the day following their election.

Section 3 - Two successive absences of any Director from the regular or called Board meeting without adequate excuse, may result in his removal as a Director at the discretion fo the Board.

Section 4 - In addition to the powers of the Board of Directors inherent under the laws of the State of Mississippi, it will be the duty of this Board and it is hereby empowered to:

1. Conduct the affairs of the Association for its best interests in accordance with their sound judgement.
2. Transfer, sell, or dispose of the assets of the Association on its behalf.
3. Borrow money and pledge the credit of the Association.
4. Purchase, sell or otherwise dispose of such equipment as deemed necessary for the proper conduct of business.
5. Employ necessary agents and determine their salary.
6. Do all acts and things in accordance with the Constitution and By-Laws.
7. Discipline, suspend, or expel members for violating any part of the Constitution or By-Laws or rules and regulations.

Section 5 - A majority of members of the Board of Directors will constitute a quorum for the transaction of business.

Section 6 - The President may call a meeting of the Board of Directors at any time, and must call a meeting at the request in writing of five Directors. At least ten days notice of any meeting must be given to each Director.

Section 7 - Any vacancy existing in the Board, except the Past President, will be filled by appointment by the President, and will serve until the next annual members meeting.

Article 2 - Officers

Section 1 - The Officers of the Association will be the President, First Vice President, Second Vice President, Secretary, and Treasurer.

Section 2 - The President will be an Active Member; will have served in yearly succession as Second Vice President and First Vice President, with elevation then to President. He will serve a term of one year from the day following the day of election. The president will be eligible for only one successive term.

Section 3 - The two Vice-Presidents iwll be Active Members.  A Second Vice-President will be elected annually by the Active Members at the annual membership meeting or at a special meeting called for that purpose.  And will serve a term of one year, then automatically, be elevated to First Vice-President to serve in that capacity for one year.

Section 4 - The Secretary will be elected by the Board of Directors at a Board Meeting held in conjunction with the Annual Membership Meeting, or at a special meeting called for that purpose. The Secretary will remain in office until his successor is duly elected and qualified. 

Section 5 - The Treasurer will be elected by the Board of Directors at a Board meeting held in conjunction with the Annual Membership Meeting, or at a special meeting called for that purpose. The Treasurer will remain in office until his successor is duly elected and qualified. 

Section 6 - In the event any of these Officers are elected at a special meeting called for that purpose, such Officers will serve until the next annual membership meeting.

Article 3 - Duties of Officers

Section 1 - The President will be the Chief Executive Officer and will preside at all meetings of the members and Board of Directors. He will be charged with the duties of carrying into effect all orders and resolutions, and will have such powers and duties as are incumbent to the office of President. The President will be an ex-officio member of all committees and will appoint, with the concurrence of the Board, such committees necessary for the proper conduct of affairs of the Association. 

Section 2 - The two Vice Presidents will be charged with carrying into effect all orders and resolutions as directed by the President. In the event of a vacancy in the office of President, the First Vice President will serve the unexpired term and a full term as President. The office of First Vice President vacancy will be filled by the Second Vice President who will serve the unexpired term and one full year as First Vice President. The office of Second Vice President will remain unfilled until the next annual members meeting. In the absence of the President, the First Vice President will perform the duties of the President. 

Section 3 - The Secretary will keep all records of the meetings of the Association and of the Board of Directors; Will serve as chairman of the Membership Committee. 

Section 4 - The Treasurer will be the Chief Financial Officer of the Association; Will deposit the funds of the Association in such banks as determined by the Board; will distribute funds and perform other duties as may be described by the Board. The Treasurer will present a bond to the Association in such ammounts as the Board may determine necessary to cover all funds of the Association. The bond will be paid for by the Association.

Article 4 - Committees

Section 1 - The President, as soon after taking office as possible, will appoint, with the approval of the Board, the following committees:

1. Finance Committee - Will be composed of the Treasurer and three Active Members of the Association.  Will serve for one year.  Will have supervision of the finances of the Association.  Will advise the Board on all financial matters, and will submit a financial statement at the annual meeting.
2. Membership Committee - Will be composed of the Secretary and three other Active Members of the Association. Will serve for one year. Will conduct impartial investigations of all applications for membership into the Association and make their recommendations to the Secretary and will enforce the rules of the Association.
3. Advertising and Sales Committee - Will be composed of five Active Members of the Association. Will serve for one year. Will investigate and develop, in the interest of the members, various advertising and sales methods and programs, including the improvement of public relations.
4. Scholarship Committee - Will be composed of three Active Members of the Association. Will serve for one year. Will communicate with the administration of the Scholarship Fund at Mississippi State University and keep the membership informed of the financial status of the fund and the recipients of the scholarship.

Article 5 - Membership

Section 1 - Application for Active or Associate Membership will be made to the Secretary. The Secretary will then submit the application to the Membership Committee for evaluation based on information on the application. The Membership Committee will then return the application to the Secretary with a recommendation. The Secretary will then present the application to the Board of Directors for final approval. If for any reason the applicant is disapproved by the Membership Committee, the applicant will have the priviledge of appeal to the Board, whose decision will be final.

Article 6 - Meetings

Section 1 - The Association will hold an annual members' meeting.

Section 2 - The time and place of the meeting will be determined by the Board.

Section 3 - The Board, at any regular or special meeting, upon a two-thirds vote of the Directors present, may call a special meeting of the members, and a notice stating the time, place and purpose will be sent by mail to each member. Only business specified will be transacted. The Board must call a special meeting of the members upon the written petition of 10% of the Active Members. This petition must specify the purpose of said meeting.

Section 4 - An Active or Associate Member whose obligations to the Association are paid and who is in good standing, will be entitled to one vote.

Section 5 - A qua rum will be constituted by 25 Active Members at all annual membership meetings or specially called membership meetings.

Section 6 - Robert's Rules of Order, when not in conflict with our Constitution or By-Laws, will be recognized as authority governing the meetings of the Members, Board or Committees.

Section 7 - Only Active or Associate Members and invited guests of the Board will be allowed to attend the annual membership meeting of the Association.

Section 8 - Educational programs will be sponsored and promoted by the Association for the purpose of upgrading and improving the retail floral industry.