BYLAWS

OF THE

SOCIETY FOR SIBERIAN IRISES

(Revised as of May 22, 2001)

ARTICLE I - NAME AND AFFILIATION

Section 1: Name: This organization shall be known as The Society for Siberian Irises (SSI).

Section 2: Affiliation: The SSI is a section of The American Iris Society (AIS).

ARTICLE II - PURPOSES

Section 1: Purposes: The purposes of the SSI shall be to develop the science of horticulture and activities related to the study, propagation, and culture of the Siberian irises, and hybrids involving them; to stimulate and foster interest in the conservation and protection of these plants; to cooperate with other organizations, public and private, in the scientific and horticultural education of all those interested in learning any phase of the Siberian irises, by any means consistent with these Bylaws. These shall include, but are not limited to:

(a) Encouragement and support of scientific research regarding the Siberian irises, including, but not necessarily exclusively, the management of pests and diseases related to the Siberian irises;

(b) Investigation and conservation of the Siberian irises in the wild;

(c) Collection, compilation, and publication of data concerning the history, classification, breeding and culture of the Siberian irises;

(d) Education of the public through exhibitions, public display gardens, published standards for judging, and local, area, regional and national meetings open to the public; and

(e) Furtherance of the endeavors of The AIS.

Section 2: Definition: By Siberian Irises is meant irises of series Sibiricae (classifications of Lawrence and Rodionenko) including both the 28 chromosome species of Europe and Asia and the 40 chromosome species of Asia.

Section 3: Organization and Operation. The SSI shall be organized and operated exclusively for educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

Section 4: Prohibited Activities.

(a) Notwithstanding any other provisions of these Bylaws, the SSI shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

(b) No substantial part of the activities of the SSI shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Section shall not participate or intervene in any political campaign, including publication or distribution of statements on behalf of any candidate for public office.

Section 5: Inurement of Income: No part of the net earnings of the SSI shall be distributable to its members, directors, officers, or other private persons, except that the organization is authorized to pay reasonable compensation for goods and/or services rendered in furtherance of the objectives of the SSI.

ARTICLE III - DISSOLUTION

Section 1: In the event of dissolution of the SSI, after paying or adequately providing for its debts and obligations, the Section President and Treasurer shall distribute all assets of the SSI to The AIS or to such organizations as are qualified as tax exempt under Section 501(c)(3) of the Internal Revenue Code or the corresponding provisions of a future Internal Revenue Law.

Section 2: Any such assets not so disposed of shall be disposed of by a court having jurisdiction for such purposes in the county in which the principal office of the organization is then located for such purpose or to such organization or organizations as said court shall determine, which are organized exclusively for such purpose.

ARTICLE IV - DEALINGS WITH THIRD PARTIES

The SSI shall represent in dealings with third parties that The AIS is not responsible for section obligations.

ARTICLE V - MEMBERSHIP AND DUES

Section 1: The Bylaws of The American Iris Society pertaining to membership in its Sections shall be applicable to membership in SSI.

Section 2: The classes of membership in SSI shall be as follows:

(a) Regular membership

(b) Family membership

(d) Triennial memberships of any of the above classes

(e) Life membership

(f) Corresponding membership. The Board of Directors, hereafter referred to as the Board, may appoint as corresponding members any persons, especially residents of countries other than Canada and the United States, selected for the interchange of information of value to SSI or to such persons. Corresponding members do not pay dues.

(g) Honorary membership. The Board may grant honorary membership to any person in recognition of distinguished service in the field of SSI's activities. Honorary members do not pay dues.

(h) Changes in classes and new classes of membership may be made by the Board consistent with policy of The American Iris Society.

(i) Anyone who is a member in good standing of The American Iris Society and who has paid dues for the current year required for regular, family or supporting membership in SSI shall be considered a member of that class. Such members and life members are entitled to hold office in SSI. Members of all classes are entitled to vote.

Section 3: All persons who became members of SSI during the calendar year 1960 shall be designated as charter members.

Section 4: The amount of dues and the fiscal year of membership shall be fixed by the Board from time to time as the needs of SSI may require.

Section 5: Applications for membership shall be forwarded to the Treasurer and on receipt of dues the Treasurer will place the name of the applicant on the roll of members. If the Treasurer has any question regarding the eligibility of any candidate he may refer the application to the Board for decision. A member may be dropped from the roll by the Board if such action is deemed by them to be in the best interest of SSI.

ARTICLE VI - BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE

Section 1: SSI shall be managed by a Board of Directors all members of which shall be regular, family, supporting or life members of SSI. The Board shall consist of the President, First and Second Vice Presidents, Secretary, Treasurer, and five additional members, who shall be elected by the membership as hereinafter provided. Elections shall be held annually. All terms, including that of the President, shall be for three years beginning on January 1 and continuing until successors take office. The President and First Vice President shall serve only one term and other elected officers and directors, except the Secretary and Treasurer, not more than three terms following adoption of these Bylaws without interruption of service for at least two years.

Section 2: The Editor, the representative to the Bulletin of The American Iris Society, and the immediate past President shall be members of the Board ex-officio if they are not elected members thereof. The Editor shall have voting privileges.

Section 3: The Executive Committee shall consist of the President, First and Second Vice Presidents, Secretary and Treasurer.

Section 4: A simple majority of the Board or Executive Committee members present in person or by proxy at meetings of those bodies shall constitute a quorum of the Board or of the Executive Committee for all purposes. The Board and the Executive Committee may make such other rules and regulations covering their meetings as they may deem necessary.

Section 5: Special or regular meetings of the Board or of the Executive Committee shall be called by the President whenever he deems them necessary or whenever he is called upon to do so by a majority of the Board or the Committee.

Section 6: Subject to the direction and control of the Board, between meetings of the Board the Executive Committee shall have general direction of the management and operation of the Society, and exercise all the powers and perform all the duties of the Board provided by law or under these Bylaws except for the following which are reserved to the Board:

(a) Removing members from the rolls other than for resignation, nonpayment of dues or lapse of membership in The American Iris Society.

(b) Other disciplinary action.

(d) Filling vacancies in elective offices.

Section 7: In the intervals between meetings of the Board of Directors and of the Executive Committee, the President may refer and submit by mail, telephone or appropriate electronic means to all the members of the Board or Committee definite questions relating to affairs of SSI which, in the opinion of the President, require action by the Board or Committee. The result of such referendum, which shall require a majority vote of the Board or Committee, shall constitute valid action by the Board or Committee.

ARTICLE VII - OFFICERS

Section 1: The officers of the Society shall be President, First and Second Vice Presidents, Secretary and Treasurer.

Section 2: The officers shall perform the duties which are usually performed by such officers and such duties as may be assigned to them by the Board. The Secretary shall maintain a current list of members of all classes. The Treasurer shall submit an annual report of the financial position of SSI for publication in the fall issue of the Society's publication and at such other times as the President and Board may require.

Section 3: Except as otherwise prescribed by these Bylaws, the President shall appoint all committees and designate their chairmen. He shall be a member ex-officio of all committees.

Section 4: The First Vice President shall automatically become President upon expiration of the latter's term. This provision shall apply to a First Vice President who has been elected to a regular term or has been appointed to fill a vacancy in the post of the First Vice President or has assumed the duties of the President because of a vacancy in that office. It shall apply to a Second Vice President who has been appointed to the office of First Vice President to fill a vacancy in that office; but otherwise the Second Vice President does not normally succeed directly to the office of First Vice President.

Section 5: The Board may appoint such other officers as may be deemed expedient. Such officers shall perform the duties assigned by the Board and hold office during the pleasure of the Board subject to the provisions of Article VI. At the discretion of the Board, such officers may be ex-officio members of the Board and Executive Committee.

ARTICLE VIII - COMMITTEES

Section 1: There shall be standing committees concerned with the following activities: display gardens, elections, nominations, pollen and seed supply, publications, registrations and awards, research, robins and slides. Additional standing or special committees may be established by authorization of the Board or Executive Committee and existing ones may be discontinued in like manner if found to be unnecessary.

Section 2: The Display Garden Committee shall be responsible for the display garden program of SSI. It shall recommend to the Board any gardens to be added to or deleted from the list of those recognized by SSI.

Section 3: The Elections Committee shall consist of the most recent past President as Chairman, and past Secretary who are members of SSI and are willing and able to serve. This committee shall conduct any elections which are required as noted in Article X, Sections 2 and 3 of these Bylaws. In the event of a vacancy on this committee, a replacement shall be made by the Board.

Section 4: The Finance Committee: The Executive Committee shall serve as the Finance Committee (see Article XI, Section 4.)

Section 5: The Nominating Committee shall consist of the First Vice President as Chairman, the last past President who is a member of SSI and willing and able to act, the two other members of SSI appointed by the Board. These latter members shall not be members of the Board and shall live in parts of the United States and Canada not represented by other members of the committee. If a past President cannot act, the Board shall appoint three members. This committee shall prepare a slate of nominees for the various elective positions as prescribed in Article XI, Section 1. In the selection of nominees, the committee shall aim to obtain a broad geographic representation, the presence on the Board of members not less than half of whom have served previously, and at least one new member who has not previously served on the Board.

Section 6: The Pollen and Seed Supply Committee shall provide information as required by members of SSI and others regarding pollen and seeds of Siberian irises and hybrids and shall maintain a supply of seeds for distribution. A fee for pollen and seeds may be charged as authorized by the Board.

Section 7: Publications Committee. The President, upon taking office, shall designate an Editor who shall be chairman of the Publications Committee and who may appoint to it such members as he shall wish. The President shall also designate a representative of SSI to the Bulletin of The American Iris Society who shall also be a member of the Publications Committee. The Publications Committee shall advise and assist the Editor of The Siberian Iris and other official publications of SSI and, subject to the Board, be responsible for the publication policy and program of SSI. In consultation with the Chairman of the Publications Committee, the President shall appoint a subcommittee to be responsible for the Check List of Siberian Irises published by SSI from time to time.

Section 8: The Registrations and Awards Committee shall keep a record of all registrations and introductions of and awards to Siberian irises and hybrids involving them and provide copies to the Secretary for the permanent files and to the Editor of The Siberian Iris and the Chairman of the Check List subcommittee. The committee shall study the existing registration and awards system of The American Iris Society and submit recommendations from time to time for such changes in or extension of this system as they believe will stimulate the improvement and distribution of Siberian irises.

Section 9: The Research Committee shall be concerned with scientific aspects of Siberian irises. It shall conduct research and encourage and aid members engaged in scientific investigations of breeding, culture, classification and other studies related to Siberian irises.

Section 10: The Robin Committee shall encourage the circulation of Robin letters and shall extract from them such material as may be worthy of publication and shall send such extracts to SSI's Editor and to the appropriate editor of the Bulletin of The American Iris Society.

Section 11: The Slide Committee shall maintain, keep up to date, and distribute sets of slides and related material for use at meetings of SSI and of other organizations and groups.

ARTICLE IX - MEETINGS

Section 1: An annual meeting of SSI shall be held at the time and place of the national convention of The American Iris Society or at such other time and place as the Board may designate. Special meetings may be called at the discretion of the Board. The President shall call a special meeting upon the request in writing of one-tenth of the membership addressed to the Secretary, but not more than one such meeting shall be called in one calendar year. Notice of annual and special meetings shall be mailed either by letter or by means of a regular publication of SSI to the last known address of each member in the records of the Secretary at least fifteen days prior to the date of the meeting. Those members present shall constitute a quorum of all purposes of such meetings.

Section 2: At any such annual or special meeting final action shall be taken only on business included in the written notice of the meeting. Other items of business shall be presented for discussion and referral for consideration and action by the Board.

Section 3: The business of the Society may be conducted at any annual or special meeting provided that the business to be acted upon shall be stated in the notice of the meeting. Any business requiring action by the members may also be conducted by mail, either by letter or a regular publication of SSI at the discretion of the Board. The procedure for the conduct of such business shall be determined by the Board except for procedures prescribed by these Bylaws. In any such mail poll a simple majority of all returned ballots in favor of the action moved shall have the same effect as though the question had been voted on at a meeting.

ARTICLE X - NOMINATION, ELECTIONS AND VACANCIES

Section 1: If there has been no election of officers and Board members at an annual or a special meeting of SSI, the report of the Nominating Committee containing the list of proposed candidates shall be mailed to the members not later than November 15 of each election year either by letter or by means of a regular publication of SSI. If no additional nominations are made under the procedure hereinafter set forth within four weeks of date when the report was mailed, the slate proposed by the Nominating Committee shall be considered elected.

Section 2: After the report of the Nominating Committee has been mailed, additional nominations may be made by eight members of SSI acting in concert. Such nominations shall be in writing signed by nominating members and filed with the Chairman of the Elections Committee not later than four weeks after the date when the report of the Nominating Committee was mailed, together with a letter of consent to such nomination signed by the person nominated. If such additional nominations are made, the Elections Committee shall prepare a ballot including all nominations and designating those which were made by the Nominating Committee. The ballot shall be mailed to all voting members not later than January 15 with instructions for voting by mail. Ballots shall be returned to the chairman of the Elections Committee not later than February 1.

Section 3: The Elections Committee shall tabulate the returns and inform the Secretary of the results of the election. The membership shall be informed of the results either by letter or in the next issue of a regular publication of SSI.

Section 4: In the event that the procedure described in Sections 2 and 3 above leaves the results of the election uncertain after January 1, the current officers and other members of the Board shall remain in office until replaced by their successors.

Section 5: In case of a vacancy in any elective office on the Board, the Board shall have the power to fill such vacancy for the unexpired term.

ARTICLE XI - FINANCES

Section 1: The Treasurer with the approval of the Executive Committee shall decide the official depository for funds of SSI and shall sign all checks.

Section 2: Revenue from sources other than dues may be raised as recommended by the Board and used for meeting expenses of SSI.

Section 3: Debts for non-budgeted items shall not be incurred by any officer or committee of SSI unless authorized by the Board.

Section 4: Each January the Executive Committee shall prepare a budget of estimated income and expenses for submittal to the Board. It shall submit such other recommendations regarding finances as may be required by the Board, the President or the Treasurer.

Section 5: The Treasurer shall be authorized to pay bills incurred in accordance with the budget. Bills for non-budgeted items amounting to more than $25.00 shall be approved by the Executive Committee.

ARTICLE XII - AMENDMENTS OF BYLAWS

Section 1: These Bylaws may be amended at any annual or special meeting of the membership by a simple majority vote of the members of SSI present in person or by proxy, provided such amendments shall have been submitted to the membership at least thirty days before the meeting.

Section 2: These Bylaws may also be amended by means of a mail poll of members provided such amendment(s) shall have been mailed at least 30 days before the date set for receipt of returned ballots. In any mail poll a simple majority vote of all returned ballots in favor of such amendments shall have the same effect as though the question had been voted on at a meeting.

Section 3: Any proposals for amendments presented for vote by the membership shall either have been made by the Board or have been mailed or delivered to the Secretary in writing signed by one-tenth of the membership with a request that they be presented for a vote of the membership. If any such proposals are made the Board shall take such action as is required to have them properly presented for a vote at an annual or special meeting or by means of a mail poll, as it may decide.

Section 4: Any amendment to these Bylaws shall be in conformity with rules of The American Iris Society with regard to the Sections.