1.  The American Bonsai Society, Inc. is a nonprofit corporation organized under the New York      Membership Corporations Law. Hereafter referred to as "ABS". Its purpose is to educate, promote      knowledge of and interest in bonsai, to serve as a North American focal point for bonsai enthusiasts. In      fulfilling these functions, the ABS will publish a bonsai journal and hold conventions for its members.

1.  Membership in the Society shall be open to anyone upon application and payment of dues and shall      continue as long as dues are paid. The Directors shall fix the amount of dues and may establish different      classes of membership with different dues and different privileges.

1.  An Annual Meeting of members shall be held at the time and place of the Annual convention, if any;      otherwise at such time (approximately one year after the preceding Annual Meeting) and place as      designated by the Directors.

2.  The business of the Annual Meeting shall include the report of the Judge of Election with respect to the      election of Directors, the annual reports by the President and the Treasurer, and other such business      matters as brought up by meeting attendees or members of the Board of Directors.

3.  All members shall be entitled to vote for the election of Directors and upon all other business coming      before any general meeting of members A member's right to vote must be exercised in person unless an      advance provision of voting by proxy with respect to a particular matter has been made.

4.  At all general meetings of members, for purposes of conducting the Society's business, a quorum shall      consist of the members present.

5.  Notice of the time and place of all general meetings shall be published at least 14 days prior to such      meetings. The publication will occur in the ABS Journal and on the ABS website. The notice shall      include the purpose of the meeting and any special matter to be discussed and acted upon at the general      meeting.

6.  Special meetings of members may be held at any time upon the call of the President or a majority of the      Directors. Such meetings may be conducted via telephone, or electronically. At least ten days notice of      all special meetings must be given. The business of a special meeting shall be confined to the matters      stated in the notice of the meeting.

1.  The President shall be elected by a majority vote of the Board of Directors at the Annual Board of      Directors Meeting. The President shall serve for a term of two (2) years, but shall serve no more than      two (2) consecutive terms.

2.  The President shall be a member of the Board of Directors when elected. However, he/she need not be      a member of the Board of Directors if he is re-elected after his first term.

3.  If the President resigns, an interim President shall be elected by a 2/3 vote at a special meeting called by      the resigning President, or in his absence any member of the Board of Directors. At the next general      meeting of the Society, a new President shall be elected to replace the Interim President. A President      may also be removed from office by a 2/3 vote of the members of the Board of Directors during a      special meeting of the Society.

4.  The President shall preside over all general membership meetings and all special meetings of the Board      of Directors.

5.  The President shall appoint all other officers of ABS. Their appointment shall be ratified by majority vote      of the Board of Directors; they shall serve at the discretion of the President and the Board of Directors.

     1) If a vacancy exists or occurs among the officers or Directors, the President may, at his discretion,           appoint a person to fill the vacancy to complete the term of the person vacating the office.

     2) The President and the Executive Secretary or Treasurer shall have the authority to sign checks on the          ABS accounts. Only one (1) signature shall be required on checks of $100 or less.

6.  If an officer or Director fails to perform his duties he may be discharged by a 2/3 vote of the Board of      Directors after a recommendation is made to the Board of Directors by the President. His successor      shall be selected by a majority vote of the Board of Directors to serve out the term of the discharged      officer or directors.

7.  The other ABS officers shall be:

     1) A Vice President, who shall assist the President in functions of the ABS and preside in the absence of          the President. He shall be kept informed of all ABS activities by the President.

     2) A Secretary who shall record the minutes of the ABS General Membership Meetings and all regular          and special meetings of the Board of Directors.

     3) A Treasurer, who shall manage the receipt and deposit of funds, the establishment of accounts and all          remittances and payments in the name of ABS.

         a) A financial statement shall be made to the Board of Directors by the treasurer at annual meetings.              Copies shall be distributed to all members of the Board of Directors present and sent to those not              in attendance.

         b) There shall be an annual audit of the treasurer's books by two members of the Board of Directors              and a report shall be made available to the other Directors at the Annual Board of Directors              Meeting.

     4) An Executive Secretary shall be appointed by the President with the consent of a majority of the           Board of Directors. This position shall be a paid position. The compensation shall be determined by           the President with the consent of a majority of the Board of Directors.

     5) The ABS Journal Editor shall be appointed by the President with the advice and consent of the           majority of the Board of Directors. This position shall be a paid position. The compensation           shall be determined by the President with the consent of a majority of the Board of Directors.

8.  The officers shall be responsible for executing and carrying out the programs established by the Board      of Directors within the financial limits established by the Board of Directors.

1.  The policies and programs of the Society shall be established by the Board of Directors.

2.  The Board of Directors shall consist of not less than thirteen (13) nor more than twenty five (25)      members of the Society, at least one of whom shall be a resident of the State of New York and a citizen      of the United States. Directors shall serve for three (3) year staggered terms, so that the terms of 1/3 of      the Directors shall expire each year (with suitable adjustment of terms during the adjustment period).

3.  No person shall be eligible for election to more than two (2) consecutive three (3) year terms. However,      one (1) year after leaving the Board, a director can be elected for two (2) additional three (3) year      terms.

4.  ABS Directors shall be selected from the following Regional Associations / Societies, if possible, with      the ABS goal to have at least one (1) director representing each zone.

       ABS zone 1 West Coast - CA & NV
       ABS zone 2 Northwest - ID, MT, OR, WA & British Columbia
       ABS zone 3 Gulf - FL & LA
       ABS zone 4 South Central - AR, AZ, KS, NE, NM, OK, TX & Mexico
       ABS zone 5 Central - CO, ND, SD, UT, WY, Alberta & Saskatchewan
       ABS zone 6 Midwest - IA, IL, IN, MI, MN, MO, OH, WI, Manitoba & Ontario
       ABS zone 7 Northeast - CT, DE, MA, ME, NH, NJ, NY, PA, RI, VT, Quebec & Eastern Canada
       ABS zone 8 Chesapeake - District of Columbia, MD & VA
       ABS zone 9 South - AL, GA, KY, MS, NC, SC, TN, & WV
       ABS zone 10 Offshore - AK, HI, PR

4.  The Directors shall hold at least one (1) regular meeting each year following the Annual Meeting of      members

5.  Except as otherwise provided in these by-laws the Board of Directors shall conduct all of the business      of ABS. They may be called to special meetings at the discretion of the President as ABS business      requires, including electronically or by phone. In these cases, a quorum to conduct the business of ABS      shall consist of 51% of the Board of Directors.

6.  If the President deems it appropriate and necessary, a written vote of the Board of Directors shall be      conducted by the President by mail, email or fax containing the Directors' written consent.

7.  The Directors shall approve an Executive Committee of the Board which shall be authorized to exercise      all powers of the Board between meetings of the Board. This Executive Committee shall include the      President (who shall act as Chair), the President Elect (if there is one), the immediate Past President, the      Vice President, the Treasurer, the Secretary, the ABS Journal editor, and the Budget and Finance      Chair, and other committee chairs chosen by the President and approved by the ABS Board of      Directors.

8.  At least three (3) months before each Annual Meeting the President shall appoint a Nominating      Committee of three (3) or more members, one of whom must be a director. The committee shall      develop and propose a slate of nominees to fill vacancies in the Board of Directors. Nominations may      also be made by members of the Society in writing; such nominations from the members at large must      include the signatures of three (3) ABS members and include a signed statement by the nominee that he      /she is willing to fulfill all of the Director's duties if elected. The Nominating Committee's slate and all      other nominations must be delivered to the Secretary 90 days before the Annual Meeting.

9.  In advance of each Annual Meeting the President may appoint a Judge of Election, failing which, the      Secretary shall serve in that capacity. The Judge of Election shall prepare instructions and publish them      in the ABS Journal most closely published to the next scheduled annual meeting, and also on the ABS      website. These instructions shall instruct all ABS members as to how to register their vote to vote      for/against all duly nominated candidates. Ballots shall be cast by delivery to the Judge of Election (by      mail, electronically, or otherwise) at least 14 days before the Annual Meeting. The Judge of Election      shall count all received valid ballots and shall report at the general meeting which nominees have been      elected. The Judge of Election shall establish procedures to facilitate the balloting and to preserve the      confidentiality of individual member's votes and shall set the deadline for voting.

1.  The President shall appoint such committees as he/she deems is necessary or as the Executive Board      directs.

1.  These by-laws may be amended by a 2/3 vote of the Board of Directors at the Annual Meeting, after at      least 60 days notice to the general membership of the nature of the proposed amendment. Any member      proposing an amendment may provide the Secretary with a statement of the nature thereof forty-five      days before the Annual Meeting, and the Secretary shall include such statement in the notice of the      meeting.

1.  When not in conflict with these by-laws, all questions of parliamentary procedure shall be determined in      accordance with Roberts Rules of Order, newly revised.

1.  The principal office for the transaction of ABS business shall be as determined from time to time by the       Board of Directors.

September, 1975 (original)
Revision: October 1996
Revision: October 1997
Revision: May 2005