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Constitution and By-laws
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(Last amended February 6, 2014)

Article I

Name, Office, Seal, and Purpose

Section 1. The name of this Corporation shall be: "The Massachusetts Nursery & Landscape Association, Inc."

Section 2. The principal office shall be located in the Commonwealth of Massachusetts.

Section 3. The Seal of the Corporation shall be circular in form and have inscribed thereon, the name of the Corporation, the year of its incorporation, and the word: "Massachusetts".

Section 4. The objective of the Association is to increase the success of our members and to promote environmental awareness and the highest standards of the Massachusetts nursery and landscaping industry.


Article II


Section 1. The Officers of this Corporation shall be a President, Vice President, Secretary and Treasurer. The President, Vice President and Treasurer, upon election, shall become Directors of the Corporation.

Section 2. The Officers shall be elected at the Annual Meeting to hold office for one year, or until they or their successor or successors are elected. On the day of the Annual Meeting, the President shall appoint a Chairman of the Nominating Committee. This Nominating Committee will serve until the close of the next Annual Meeting. It shall be the duty of the Nominating Committee to prepare a slate of Officers for consideration at the next Annual Meeting.


Article Ill

Duties of Officers

Section 1. The President of the Corporation shall preside at all Directors' and members' meetings and act as a member of the Board of Directors. They may, and upon the demand of six Active members, shall perform all acts and duties usually pertaining to this office.

Section 2. The Vice President of the Corporation shall, in the absence of the President, perform the duties of the President and shall be a member of the Board of Directors. The Vice President shall perform all acts and duties usually pertaining to this office.

Section 3. The Secretary shall perform all duties delegated to them by the Board of Directors; shall keep the minutes of all meetings of the Association and the Board of Directors; shall be custodian of all record, reports, correspondence, etc., of the Association. They shall in all other matters perform the duties usually incumbent on all secretaries. They shall receive for their services all necessary expenses and such compensation per annum as the Board of Directors may fix. The Secretary shall have custody certificates of membership, which certificates shall also be open to inspection by any member in good standing at all times.

Section 4. The Treasurer shall have charge of all monies and securities of the Corporation, keep regular books of account, and deposit all monies in such depositories as shall be selected by the Directors. Checks shall be signed by the Treasurer or the President. The Treasurer shall collect the annual dues and all other monies due the Association. They shall make reports of receipts and disbursements as the Board of Directors direct, and, in all matters pertaining to this office, be under the direction of the Directors. He shall make an annual report of the financial reports required by law. They shall be a member of the Board of Directors and shall perform all the duties usually pertaining to this office.

Section 5. The Board of Directors shall appoint an Executive Director and determine their duties. The Executive Director may be assigned any duties of the Officers that the Directors may fix. They shall be required to be bonded as the Directors may determine.


Article IV


Section 1. The business and property of the Corporation shall be managed and controlled by a Board of eleven Directors, four of whom shall be Officers of the Corporation, while the seven Directors shall be elected by the membership at the Annual meeting, four for a two-year term. The Directors so elected shall serve until their successors shall be elected. No Board Member who has served three (3) full two year terms shall be subject to reelection to the Board other than as an Officer or as the Immediate Past President.

Section 2. In the case of any vacancy on the Board of Directors through death, resignation, disqualification or other cause, the remaining Directors, by a majority vote thereof, may elect a successor to hold office for the unexpired portion of the term and until the election of his successor.

Section 3. Regular and special meetings of the Directors shall be held at such time and place as the Board or President may determine. If reasonable verbal notice is given, no written notice to the Directors of such meetings shall be required, unless required by law, and it shall be the duty of each Director to attend same without written notice. The Directors shall have general supervision of the Officers of the Corporation and shall receive and pass on applications for membership.

Section 4. A quorum of the Board of Directors will be seven Directors. A majority vote of the Directors present is necessary for approval of any business.


Article V

Meetings of Members

Section 1. The Annual Meeting of members shall be held during January or February of each year at a time and place to be set by the Board of Directors.

Section 2. The Secretary shall, at least ten days prior to each Annual Meeting, give each member, both the Active and Associate, of the Corporation, written notice of the meeting by mailing to each member at its last known address notice of the time and place of such meeting. Special Meetings of the members may be called by the President on ten days notice, to include the purposes of the meeting, mailed to each member at its last known address.

Section 3. At all meetings of the members, regular or special, twelve members shall constitute a quorum. A majority of a quorum may decide any question coming before the meeting, except amendments to this Constitution and By-laws.

Section 4. At all members' meetings, each Active and Associate member shall be entitled to one vote. In the event that the member is a firm or corporation, said firm or corporation shall be entitled to one vote.

Section 5. Whenever the Board of Directors deems it inexpedient to call a Special Meeting, the Directors may submit certain matters requiring a vote of the membership to the membership in a meeting by U.S. Mail and/or electronic Email. The matter shall be submitted to the membership in writing for vote and decision. Members shall cast their vote within fifteen days after such submission. If, within that time, a member does not return his vote, he shall be deemed to have cast his vote in approval. An affirmative vote of the majority of voting members in good standing at the time shall be sufficient for passage of the question, unless otherwise required by the By-laws.


Article VI


Section 1. Active membership in the Corporation shall be limited to persons, firms, or corporations whose principal business is the production, sale, servicing, or handling of nursery stock in Massachusetts. Also eligible are separate divisions or subsidiaries of non-nursery companies which are identifiable as a nursery business and are individually operated as such.

Section 2. Associate membership in the Corporation will be limited to persons or firms engaged in allied horticultural industries and professions whose principle business is not the production, sale, servicing, or handling of nursery stock in Massachusetts. Qualified out-of-state nursery and landscape professionals who would otherwise be eligible may become Associate members. Associate members shall have equal voting privileges as Active members.

Section 3. Educator and Student membership in the Corporation will be limited to individuals in an accredited agricultural school or college full time. Educators shall have the same privileges as associate members; students do not have voting privileges.

Section 4. Applicants will be admitted to membership by a majority vote of the Board of Directors. The Board of Directors will determine whether the applicant shall be accepted as an Active, Associate, Educator, or Student member.

Section 5. Changes in dues for Active, Associate, Educator, and Student members in the Corporation shall be set by the Board of Directors.

Section 6. Any Active, Associate, Educator, or Student members who are in arrears in their dues for seven (7) months shall automatically forfeit their membership upon notification by the Secretary. Membership may be reinstated upon reapplication by the payment of the current dues.

Section 7. Honorary and Past Presidents membership in the Corporation is given for life to an individual who has rendered meritorious service to the green industry. This membership provides all the rights and privileges of membership, except the right to hold office or vote and is awarded on an individual basis by the Board of Directors.

Section 8. Any member may be suspended or expelled for cause upon a two-thirds vote of the Directors, provided that a statement of said charges shall have been mailed by registered or certified mail to the member charged at its last recorded address at least fifteen (15) days before final action is to be taken thereon. This statement shall include a notice of the time and place where action shall be taken, and the member shall be given an opportunity to present a defense in person to the Directors or before the entire membership at the meeting following his suspension or expulsion, according to due process of law. He may be reinstated by a majority vote of the Board or membership present.


Article VII

Amendments to By-laws

Section 1. The By-laws of the Corporation may be amended at any members' meeting by an affirmative two-thirds vote of the quorum present and provided that a written or printed copy of any By-laws change be included in the notice for the meeting at which said amendment is to be voted on.


Article VIII

Fiscal Year

Section 1. The fiscal year of the Corporation shall begin on the first day of January and terminate on the thirty-first day of December each year.


Article IX


Section 1. The President, within thirty days after the Annual Meeting, shall appoint standing committees as necessary. The duties of these committees shall be such as are commonly associated with the title of the committee. The President shall be an ex-officio member of all committees. If it is, at any time, the opinion of a majority of the members of the Board of Directors that a committee be appointed for any special purpose, such committee shall be in office until the next Annual Meeting only. All other committee members shall hold office until their successors are appointed.


Article X


Section 1. A Board of five to seven individuals who are each certified as a "Massachusetts Certified Horticulturist" will be elected at the Annual Meeting for two-year terms on a staggered basis with half elected each year: This Board will administer the "Massachusetts Certified Horticulturist" program under a set of rules and regulations approved by the MNLA Board of Directors. Certification will be available to all nursery industry members who can earn this title by achieving a successful score on the certification exam, agreeing to the Massachusetts Certified Horticulturist Code of Ethics and meeting the program requirements set forth by this Certification Board. Any program related fees will be set by this Board.