CODE OF ETHICS, CONSTITUTION & BYLAWS
CODE OF ETHICS
The purpose of the Code of Ethics is to promote professionalism within the organisation.
Every member of the MTOA shall:
- Adhere to the highest standards of integrity and honesty to inspire public trust and confidence.
- Avoid conflicts of interest that may degrade the professional status of the member.
- Endeavour to stay up-to-date in regards to the latest advances in technologies and arboricultural techniques and practices within the profession.
- Strive for professional excellence, competence and fairness, and encourage the development of associates and students.
- Be efficient, effective, and fiscally responsible.
- Avoid misrepresentation of the MTOA’s official emblem, logo, or slogan as an endorsement or credential.
- Further the interests of the MTOA with a free exchange of information and experience between professionals.
- Observe the Constitution and Bylaws of the MTOA.
- Report to the MTOA the actions of any member who violates this Code of Ethics.
ARTICLE I; Name
The corporate name of this organisation shall be the “Municipal Tree Officers Association”, hereinafter referred to as the “Association”.
ARTICLE II; Purpose and Vision
Purpose Statement. The purpose of this Association shall be to promote professional management of municipal trees and the Urban Forest particularly where it relates to the Associations operational area in the Midlands region, and in so doing raise the professional standing of all personnel involved in municipal arboriculture and urban forest management.
Vision Statement. The Association’s vision shall be to lead the UK as the voice for municipal arboriculture.
ARTICLE III; Membership
- The membership of the Association shall consist of Corporate Members, (including Senior [retired] Members, and Honorary Life Members), Honorary Members, and Associate Members.
- The procedure and standards for membership, reclassification, termination of membership, and reinstatement shall be established by the Executive Board in accordance with the Bylaws.
ARTICLE IV – Dues and Voting Privileges
- The membership dues and the voting privileges shall be established by the Executive Board in accordance with the Bylaws.
ARTICLE V – Officers and Executive Board
- Officers. The officers of the Association shall be the Chairman, Vice-Chairman, Immediate Past Chairman, Treasurer, Secretary, Executive Director, Web Master (ex-officio) and Editor (ex-officio). The Chair, Vice-Chair and Immediate Past-Chair shall be chosen from the membership for two-year terms and shall not serve for more than one full consecutive term. The Executive Director, Editor and Webmaster shall be appointed by the Executive Board. The officers are empowered to perform those duties designated by the Bylaws. Only in the event of insufficient applicants forthcoming for elective roles may Officers serve consecutive terms and this will require ratification by the membership at the next AGM.
- Executive Board. The Executive Board is authorised and shall consist of the Officers as designated in Article V., 1, plus five (5) at-large members duly elected by the Association. At-large members shall serve a three-year term and shall not serve for more than two consecutive terms. The Executive Board is hereby empowered to carry out all duties designated in the Bylaws. The Chair, Vice-Chair, Immediate Past-Chair, and the five (5) at-large members shall have full vote on all matters coming before the Executive Board.
ARTICLE VI – Committees
- The Association shall have standing committees as specified in the Bylaws and temporary committees as deemed necessary by the Executive Board. Temporary committees may be appointed by the Chair as specified in the Bylaws.
ARTICLE VII- Meetings
- There shall be an Annual Meeting of the Association at such time and place as may be designated by the Executive Board.
- Special meetings may be called at any time by the Chair with the consent of three other members of the Executive Board, or by petition of 20 percent of the members.
- The conduct of all meetings shall be in accordance with Robert’s Rules of Order.
ARTICLE VIII – Publications
- The Association shall publish a periodical known as “An Axe to Grind”. The essential minutes of the Business Sessions of the Association shall be recorded and made available to all members. Other publications may be printed at the discretion of the Executive Board.
- The full proceedings of each formal annual meeting may be printed. This shall be a duty of the Editor assisted by an editorial committee composed of at least three members, to be appointed by the Chair. In lieu thereof, the Executive Director shall work with the Editor to publish papers from the meeting as articles in An Axe to Grind.
- The Executive Board shall establish the objectives and policies of the publications consistent with the Bylaws.
ARTICLE IX – Official Headquarters
- The official location of the office of the Association and the business activities carried on at the office shall be designated by the Executive Board and incorporated into the Bylaws.
ARTICLE X – Incorporation and dissolution
- The Association shall be a legally incorporated company in the UK.
- The Association shall be organised exclusively for educational and scientific purposes. In no event shall any part of any contributions, assets, net earnings, or other finances of the corporation inure to the benefit of, or be distributed to, its members, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the corporate purposes.
- No substantial part of the activities of the corporation shall be the carrying on of propaganda and the association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
- Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporate body register as a “not for profit” organisation.
- In the event of dissolution of the corporation, the Executive Board shall, after paying or making provisions for the payment of all the liabilities of any separate fund or funds, dispose of all the assets of such fund or funds exclusively for the purposes similar to those of the fund itself or to such organisation or organisations, as the Executive Board shall determine, which are organised and operated exclusively for such purposes as shall at the time;
- qualify as exempt under related tax laws, and
- contributions to which are tax deductible relative tax laws.
- The Executive Board shall dispose of all other assets of the corporation, after payment or making provision for the payment of all the liabilities of the corporation, exclusively for the purposes of the corporation, in such manner or to such organisation or organisations as the Executive Board shall determine, as shall at the time qualify as exempt under related tax laws.
ARTICLE XI – Amendments
Bylaws: There shall be adopted, as required, such Bylaws as are deemed essential to the development of good procedure in the Association. The Bylaws shall not be at variance with the Constitution, but shall be subordinate to it and shall be altered or amended to accord therewith at any Annual Meeting of the Association by a two-thirds vote of the members present and voting, providing such amendments have been approved by the Executive Board and a personal notice has been sent to all members by the Executive Director at least thirty (30) days in advance of the Annual Meeting. Voting by authorized proxy will be permitted.
The bylaws may be amended by a two-thirds vote of the members voting on a mail ballot, provided such amendments have been approved by the Executive Board.
Section 1. Name/History
The Midland Tree Officers Association was founded in 1994 by a group of dedicated municipal arborists who felt a great need for an exclusive Association devoted entirely to education and research subjects related to their particular profession.
In 2012 the Association changed it’s name to The Municipal Tree Officers Association.
Officers were elected at an organisational meeting of the Association in 1995 A logo and slogan “Municipal Trees Matter” were adopted in 2007.
Section II. Objectives
The objectives of this Association shall be:
- To promote and improve the practice of professional and sustainable municipal arboriculture.
- To stimulate greater interest in the planting and preservation of amenity trees and other landscape plants.
- To promote public attention to, and to develop a greater public appreciation and perception of trees and other landscape plants for amenity and landscape value, and to promote cooperation in the planting and conservation of trees and in the environmental improvement of urban and rural areas alike.
- To recommend and uphold a Code of Ethics established to maintain a high level of practice by those engaged in the profession.
- To initiate and support scientific investigation of problems pertaining to Municipal arboriculture and to publish the results of such investigation.
- To sponsor an Annual Meeting, and such other meetings as may be designated by the Executive Board, devoted to the exchange and presentation of information of interest and value to professional municipal arborists and others interested in improving tree planting and maintenance practices.
- To administer a separate fund or funds organised exclusively for education and research purposes relating to the practice of municipal arboriculture, and/or to work with other allied groups with similar interests for the same purposes.
Section III. Membership
- The Association membership shall be composed of Corporate, (including senior, student, and honorary life), Associate, and Honorary members.
- Corporate Membership shall be open to any municipal authority, government body, agency or subsidiary that is actively engaged in the practice, promotion, or study of municipal arboriculture. Individual members of qualifying organisations may include: municipal Arboriculturalist, urban and community foresters, amenity horticulturists, members of tree boards, commissions, or organisations, tree wardens, consultants, municipal officials, and students, or any other designation that the Executive Board may determine is appropriate.
- Member applicants may request in writing the following professional membership sub-categories if applicable.
- Senior Membership: shall be limited to qualifying members who have been members in good standing for a minimum of 10 years and who indicate their desire to enter retired status.
- Student Membership: shall be limited to individual member applicants who are full time students wishing to pursue a career in municipal arboriculture and enrolled in courses in arboriculture, or supporting and allied fields in an accredited institution, college, or university, at F.E. or H.E. level. Student Membership shall be conferred upon the annual written recommendation of the applicant’s faculty advisor or department head.
- Honorary Membership in the Association shall be limited to individuals who are not members of the Association, who have made material contributions to the advancement of arboriculture either through research, field practice, promotion, invention, or literature. The Executive Board of the Association is empowered to award by a two-thirds vote the Honorary Membership to not more than one individual annually.
- Honorary Life membership may be conferred upon any individual member by the Executive Board upon a 2/3 vote of the Board. No more than one Honorary Life membership shall be awarded per year.
- Associate Membership shall be limited to commercial companies representing materials, services and equipment used in the field of arboriculture and acceptance of associate members is by direct permission of the Executive Board by a clear two thirds majority vote. Associate members will normally only be accepted if they have supported the Associations through the sponsorship package.
- Membership. Any person desiring membership in the Association shall complete a membership application, if and when required by the association, and forward said application, along with dues payment, to the Association. The Membership Committee will at the request of the Executive Director review student and senior membership applications to verify eligibility for the appropriate membership category. Any person not receiving student or senior membership status shall have the right to file a written appeal to the Executive Board.
- Termination of membership. Any Association member may be suspended or membership terminated for just cause. Sufficient cause for such suspension of termination shall be;
- non-payment of dues,
- violation of any of the provisions of the Constitution, Bylaws, agreements, rules or practices properly adopted by the Association, or
- any other conduct prejudicial to the interests of the Association.
- Such suspension or termination shall be by two-thirds vote of the Executive Board of the Association after due notice and opportunity of a hearing.
Section IV. Dues and Voting Privileges
- Corporate Membership dues shall be assessed upon receipt of proper and authorised membership application, as and when required by the association.
- Corporate Members shall pay annual Association dues as adopted by the Executive Board. Members shall have direct voting power on all matters coming before the Association.
- Senior members shall pay annual Association dues as adopted by the Executive Board. Senior members shall have all the privileges of Corporate members.
- Student members shall pay annual Association dues as adopted by the Executive Board. Student members shall have all of the privileges of Professional members.
- Honorary members of the Association shall hold membership for one year without payment of dues, and shall have all the privileges of Professional members.
- Honorary Life members of the Association shall hold membership for life without payment of dues, and shall have all the privileges of Professional members.
- Associate members shall pay annual Association dues as adopted by the Executive Board. Corporate members shall have the right to designate one company representative as a voting member.
- The fiscal year of the Association shall be from April 1st to March 31st. The membership year of the Association shall be from April 1st to March 31st. Members are in arrears for non-payment of dues as of May 1st. After July 1st, all members in arrears are ineligible to vote, hold office, be a candidate for office, or receive any publications of the Association until their dues are paid.
- Return of dues. No member shall be entitled to return of dues upon discontinuance of his/her membership.
- Payment of Dues. The annual dues shall be payable by April 1st of each year. New members joining prior to December 1st shall pay full dues for the current membership year; from December 1st to the end of the year, dues shall be credited towards the next full membership year.
Section V. Officers and Executive Board
- Nomination of Officers and Executive Board. There shall be a minimum of one general meeting per year at which time election of officers and Executive Board members shall be by ballot. A notice of the general election will be sent to all voting members 30 days prior to the annual meeting. For a member to be nominated for an office, he/she must have been a professional member in good standing for the last three (3) years and have attended one (1) of the past two (2), Association Annual meetings. Nominees for Vice Chair shall in addition, have a minimum of three (3) years experience in the employ of a governmental unit while providing arboricultural/urban forestry services and a minimum of one (1) year of experience as a member of the Executive Board. Nominations will be received from the general membership by the Nominating Committee no later than 60 days prior to the meeting. As an ex-officio member of the nominating committee the Executive Board will contact every person who is nominated for office to ascertain if it is their desire to run for said office. Any nominee may refuse a nomination at his/her discretion.
- Election of Officers and Executive Board. Each voting member of the Association shall be notified by the Executive Director at least 30 days in advance of any meeting at which there will be a general membership vote taken. Such notice shall include the date, time, place of meeting, and a ballot. Members unable to attend shall cast their vote by mail or authorised email. Votes cast by mail or authorised email shall be submitted as directed by the Executive Board. Members voting at a meeting shall bring the original ballot provided for submission at the meeting. No duplicate or replacement ballots shall be accepted/offered. Members joining after ballot distribution but prior to the election shall be given ballots if present at the meeting/election. No member shall vote more than once in any election.
- The Vice-Chair shall be elected by ballot at the Annual Meeting by a majority of the members voting, shall hold office for two years and shall not serve more than one full consecutive term. The Vice-Chair shall then ascend to the office of Chair for a two-year term. No Chair shall serve more than one full consecutive term. At-large members of the Executive Board shall be elected for a three-year term and shall not serve for more than two consecutive terms.
- Term of Office. All voting officers and at-large members of the Executive Board, newly elected, shall take office at the close of the current Annual Meeting, and shall hold office until their term expires and they are replaced in office. In the event an officer or Board member is unable to complete his/her term, the Executive Board shall appoint by a majority vote, an acting officer or Board member to serve until the next annual election, except that if the Chairmanship is vacated, the Vice-Chair shall serve the remainder of the vacated term.
- Duties and Powers of Officers and Executive Board.
Chair. The Chair shall act as presiding officer at all meetings of the Association and the Executive Board. The Chair shall convene the Executive Board whenever, in his or her opinion, the affairs of the Association demand or upon written request of any three members of the Executive Board. The Chair shall appoint all standing committee chairs at the time he/she takes office and may appoint temporary committees to act during his or her term of office or at the Annual Meeting. The Chair shall serve as Immediate Past-Chair upon completion of his/her term in office.
Vice-Chair. The Vice-Chair shall assist the Chair and, in the event of absence or disability of the Chair, shall perform the duties of the Chair. Upon the recommendation of the Chair, the Vice-Chair shall serve as Chair of the Membership Committee. He/She shall act as coordinator of Association Committee activities. The Vice-Chair shall succeed the Chair in office.
Executive Board. The Executive Board shall be responsible for and have the general supervision of the officers in the discharge of their duties.
It shall be empowered to act for the Association at and between Annual Meetings.
Designation of time and place of the Annual Meeting,
supervision of the Association’s financial affairs,
setting annual dues for the Association,
employment of an Executive Director, Webmaster and Editor, filling of vacancies which may occur in any elective or appointed office of the Association, unless otherwise provided for, shall be the duties of the Executive Board.
It shall approve all just bills, but in no case shall the Executive Board obligate the Association financially beyond the available funds in the treasury without specific empowerment by vote of the members of the Association.
It shall require an annual audit in accordance with the advice of companies House of the books of the Association prior to the Annual Meeting.
It shall handle such other Association affairs as may be brought to its attention by the appointed committees or by individual members of the Association.
It may administer a separate tax exempt fund or funds organised exclusively for educational and research purposes relating to the practice of municipal arboriculture.
The Executive Board authorizes the mailing of ballots on urgent matters of policy between scheduled Board Meetings.
Interim action of the Executive Board shall be reported to the members at their next Annual Meeting.
Voting. The Chair, Vice-Chair, Immediate Past Chair, and each elected member of the Executive Board shall have a full vote each on all matters coming before the Executive Board. A majority of the whole Executive Board shall constitute a quorum. The act of the majority of the Executive Board members present at a meeting at which a quorum is present shall be the act of the Executive Board. Should it be necessary for the Board to vote via telephone or other electronic means of communication, the Chair shall contact every Board member, and shall provide the same pre-vote information to each Executive Board member. A quorum shall be thus created, and a deadline for a response/vote shall be set. The act of the majority of Executive Board voting by the deadline shall be the act of the Executive Board. A tie vote of the Board shall be considered a failure of the motion.
Executive Director. The Executive Director reports to the Chair, and is employed by the Association under terms approved by the Executive Board. He/she is responsible for the overall management of the organization and shall see that policies, procedures, directives and other orders of the Executive Board are carried out. He/She shall maintain the financial records and serve as Secretary/Treasurer. He/She shall receive and disburse funds as ordered by the Executive Board. He/She may be bonded at the Association’s expense for an amount deemed suitable by the Executive Board. He/She shall be responsible for development, organization and implementation of programmes and support of committee activities that will further the objectives of the Association. He/She shall employ the appropriate staff necessary to carry out the administrative activities of the organization subject to the approval of the Executive Board. He/She shall attend the Association’s meetings and other allied Green Industry meetings and activities, where feasible, and participate in presentation of any programmes that may conceivably further the objectives of the Association. He/She shall provide support for the organisation of the Annual Meeting, and other meetings as deemed advisable by the Executive Board. He/She shall be responsible for carrying out other duties or programmes that may be directed by the Executive Board and shall present an annual report to the membership and such other reports as the Executive Board shall direct. The Executive Director shall receive such remuneration for services and travel expenses as the Executive Board may approve. Annual performance goals for the Executive Director shall be established by the Chair as approved by the Executive Board. The Chair, assisted by appropriate Committees, shall perform an annual evaluation of the Executive Director and present the results to the Executive Board.
Section VI. Committees
The Association may have the following standing committees and such other temporary committees deemed advisable by the Executive Board and appointed by the Chair. All committee chairpersons are to submit an annual report to the Executive Board thirty (30) days prior to the Annual Meeting. Such reports shall be prepared for duplication and distribution to the Executive Board and to the Association members on request.
- Accreditation Committee. The Accreditation Committee shall consist of three or more regular members appointed by the Chair. The Chair shall appoint one of these members to serve as Chairperson. At least two of the committee members shall be employed in the position of Municipal Arborist or its equivalent. At least two of the committee members shall be employed by Accredited Arboricultural Departments.
- Duties of Accreditation Committee. The Committee shall carefully review all applications for Arboricultural Department Accreditation by the Municipal Tree Officers Association. The Committee shall make a recommendation to the Executive Board for final approval and selection of accredited departments. The Committee will review all of the accreditation requirements to insure this program remains up to date and of value in maintaining the highest standards for municipal forestry departments. The Committee shall meet not less than once a year.
- Arbor Day and National Tree Week Committee. The Arbor Day and National Tree Week Committee shall consist of three or more members appointed by the Chair. The Chair shall appoint one of those members as Chairperson.
- Duties of the Arbor Day Committee. The Committee shall produce outlines or programmes for Arbor Day and National Tree Week and any Beautification projects which can be used as a guide for schools and other groups throughout the Region. They shall gather information on all materials which might assist programmes for Arbor Day, Tree Week and related groups. Projects worthy of financial support of the Association in keeping with the funds available shall be recommended to the Executive Board.
- Awards and Scholarship Committee. The Awards and Scholarship Committee shall consist of three or more members appointed by the Chair. The Chair shall appoint one of these members as Chairperson. The Executive Director shall serve as an ex-officio member of the Committee.
- Duties of the Awards and Scholarship Committee. The Committee will consider all nominations for the Award of Merit, the Award of Achievement, and other citations and honours, made by any member of the Association in good standing. After consideration, the Awards and Scholarship Committee will recommend candidates for the above categories to the Executive Board at least thirty (30) days prior to the Annual Meeting of the Association. Granting of awards and scholarships, citations, and honours shall be by two-thirds vote of the Awards and Scholarship Committee members voting and by two-thirds of the members of the Executive Board voting. Each award need not be presented annually.
- Award of Merit. The Award of Merit, the highest honour the Association can bestow, is to recognize outstanding meritorious services in advancing the principals, ideals, and practices of arboriculture and to one who has contributed materially to the promotion of the Association. The Award shall be granted only to members of the Association who have made material contributions to the advancement of arboriculture either through internal organization, general research, invention, promotion, or field practice. The Award of Merit shall be limited to not more than one individual annually.
- Award of Achievement. The Award of Achievement may be granted to an individual or firm who has, through specific projects or programs, contributed to the advancement of the use and/or maintenance of amenity trees and other landscape plants. The person or firm being considered for this award is recognised for outstanding accomplishments during recent years. The Award shall be limited to not more than one individual or firm annually.
- Honorary life Membership. Honorary Life Membership shall be granted only to members of the Association who have contributed materially and substantially to the progress of arboriculture and have given unselfishly of their efforts in supporting and promoting the objectives of the Association. Honorary Life Membership may be awarded to not more than one member annually.
- Honorary Membership. Honorary Membership shall be limited to individuals who are not members of the Association to recognize those individuals who have shown continued interest and have given outstanding service in promoting arboriculture. Recipients will have given material contributions to the advancement of arboriculture either through research, field practice, promotion, invention, or literature. Honorary Membership shall be limited to not more than one individual annually.
- Other Awards, Scholarships, Citations and Honours. Other Awards, Scholarships, citations or honours may be recommended by the Awards and Scholarship Committee for student academic excellence in arboriculture or related fields or programmes, or to others who have meritoriously contributed to the advancement of the profession of arboriculture, as deemed advisable by the Awards and Scholarship Committee and approved by the Executive Board.
- Editorial Committee. The Editorial Committee shall consist of three or more members appointed by the Chair. The Chair shall appoint one of these members as chairperson. The Editor shall serve as an ex-officio member of the Executive Committee.
- Duties of the Editorial Committee. The Committee shall be responsible for setting the editorial policy for the Association publication An Axe to Grind. It shall recommend to the Executive Board an annual budget for publication, including an Editor. The Committee shall also be responsible for securing advertising for any and all publications
- Local Arrangements Committee. The Local Arrangements Committee shall consist of three or more members and shall include the Chair, Vice-Chair, and a member from the municipality where the next Annual Meeting will be held. The Executive Director may serve as an ex-officio member. The Annual Meeting host member shall serve as the Chairperson.
- Duties of the Local Arrangements Committee. The Committee shall be responsible for securing a meeting site, lodging accommodations, exhibitor displays and booths, meals, ground transportation, annual banquet, preparing the Spouses Programme, developing suitable programmes, securing speakers, and any other functions deemed necessary for holding the Annual Meeting. The Committee shall prepare an Annual Meeting budget and submit it to the Executive Board for approval not less than nine months prior to the Annual Meeting date. Upon completion of the Annual Meeting, the Committee shall prepare a financial statement of the Annual Meeting and submit it to the Executive Board.
- Membership Committee. The membership Committee shall consist of three or more members appointed by the Chair. The secretary of the Association, upon recommendation of the Chair, shall serve as Chairperson of the Committee. The Executive Director shall serve as ex-officio member of the Committee. The members of the Committee shall represent various regions and arboriculture interest groups.
- Duties of the Membership Committee. The Committee shall be responsible for the initiation, development and implementation of annual membership campaigns. The Committee shall be diligent in directing the attention of qualified non-members to the benefits and the privileges of Membership. They shall contact members whose dues are delinquent in the Association.
- National/International Affairs Committee. The National/International Affairs Committee shall consist of three or more members appointed by the Chair. The Chair shall serve as a spokesperson for the Committee. The members of the Committee shall represent various regions and arboricultural interest groups.
- Duties of the National/International Affairs Committee. The Committee should be aware of current issues and programmes pertaining to urban forestry at the local, regional, national, and international level. The Committee should also study and make recommendations to the Executive Board regarding programmes or policies that would benefit from an MTOA endorsement. The Committee may, with the Executive Board’s approval undertake any activity or programme that would advance the practice of urban forestry.
- Public Relations Committee. The Public Relations Committee shall consist of three or more members appointed by the Chair. The Chair shall appoint one of these members as Chairperson.
- Duties of the Public Relations Committee. The committee shall concern itself with the material and media by which the public shall receive a true knowledge of the objectives, programmes and achievements of the Association.
- Tree Research Committee. Tree Research Committee shall consist of three or more members appointed by the Chair. The Chair shall appoint one of these members as Chairperson. The Executive Director shall serve as an ex-officio member of the Committee.
- Duties of the Tree Research Committee. The Committee shall consider the needs for education and research in the field of arboriculture and/or allied and supporting disciplines. The Chairperson shall be the MTOA. Liaison to the Tree Fund.
- Finance Committee. The Finance Committee shall consist of five or more members and shall include the Chair, the immediate Past Chair, the Treasurer and members at large appointed by the Chair. The Treasurer shall serve as Chairperson. The members at large appointed by the Chair will serve staggered terms of three years.
- Duties of the Finance Committee. The Committee shall administer the Finances, Budget, and Office Procedures under the direction of the Executive Board. The Committee shall serve as advisor to the Executive Board on all financial matters, shall make recommendations regarding dues and special assessments, and shall prepare and submit each year to the Executive Board a recommended budget for consideration at the Annual Meeting by the Members. The Committee shall also submit recommendations to the Executive Board relative to employment and evaluation of the Executive Director. They shall meet not less than once a year and shall report to the Executive Board their actions following each meeting, and to the members at the Annual Meeting. The Committee shall take under advisement all matters referred to it for consideration and make its recommendations to the Executive Board and referring Committee.
- Nominating Committee. The Nominating Committee shall consist of three or more members appointed by the Chair. The Chair shall appoint one of these members as Chairperson.
- Duties of the Nominating Committee. The Committee shall solicit and receive nominations from the membership for all officers and Executive Board members elected by the membership. The Committee shall work with the Executive Director to ensure that all election procedures set forth in the Bylaws are observed.
Section VII. Meetings
- The Annual Meeting shall include a business meeting of the Association, discussions of interest and value to municipal arborists, and educational and commercial exhibits and/or demonstrations. The Annual Meeting will be held in a member’s authority as approved by the Executive Board.
- Notice of meetings shall be delivered no less than ninety days before the date of the meeting to each member entitled to vote at such meetings.
Section VIII. Publications.
- Association Publications. The Official publication of the Association known as An Axe to Grind shall be furnished, without charge, to all Association members in good standing. Subscription may be permitted for sale to non-members at a price determined by the Executive Board.
- Other Publications. Other publications of interest or value to municipal arborists that are approved by the Executive Board shall be published and distributed by the Association to members in good standing. These publications may be permitted for sale to non-members at a price determined by the Executive Board.
Section IX. Official Headquarters of the Association.
- The official Headquarters of the Association shall be designated by the Executive Board.
- All activities carried on by the Association at the official Headquarters shall be designated by the Executive Board.
Section X. Indemnification
- Any and all officers, members of the Executive Board, former officers, former members of the Executive Board, and any persons who may have served at its request or by its election as a director or officer of another corporation shall be indemnified by the Association against expenses (including legal fees), judgements, fines and amounts paid in settlement actually and necessarily incurred by them in connection with the defence or settlement of any action, suit, or proceeding in which they, or any of them are made parties, or a party, by reason of being or having been directors, or a director, officers or an officer, of the corporation, or of such other corporations except in relation to matters as to which any such director, officer of the corporation, former officer, former director or person shall be adjudged in such action, suit or proceeding to be liable for wilful misconduct in the performance of duty and to such matters as shall be settled by agreement predicted on the existence of such liability.
Section XI Amendments of the Bylaws.
- The Bylaws of the Association may be altered or amended at any Annual or regularly scheduled business meeting of the Association by a two-thirds affirmative vote of the members present and voting, providing they have been approved by the Executive Board. The Bylaws may also be altered or amended between scheduled meetings by a two-thirds vote of the members voting on a mail ballot. Voting privileges are extended to such members as specified in the Association Bylaws, Section IV.
Section XII. Quorum
- A simple majority of the members present at any properly called meeting shall constitute a quorum for the transaction of business.