Section 2. Active membership shall consist of any individual, partnership, or corporation located in California which is financially responsible for its obligations and has a reputation for growing high quality nursery stock on a wholesale basis.

 Section 2.1 Sponsors (non-voting) shall consist of any individual, partnership, or corporation located in California which is financially responsible for its obligations and supports the California Nursery Industry through being a supplier of goods or services and pays the appropriate annual Sponsor Membership Fee.

 Section 2.2 Agricultural affiliates (non-voting) shall consist of any individual, partnership, or corporation located in California which is financially responsible for its obligations and is involved in the production and/or distribution of any Agricultural Crop.

Section 3.  All members on record prior to incorporation shall be Charter members.

Section 4. Any individual, partnership, or corporation eligible to membership under these By-Laws, on making written application thereof, after approval of the Membership Committee, will then be presented to the membership at large for approval by a majority vote.

Section 5. Each member or firm (except for sponsor and affiliate members) shall be entitled to one vote, which vote shall be exercised by a member of each firm certified by the Secretary.

Section 6. Proxies may be used only for the purpose of establishing a quorum.

Section 7.  The resignation of a member must be in writing and delivered to the Secretary and shall not be accepted until all dues or other obligations to the Corporation shall be paid in full.

Section 8. The membership is not transferable.

ARTICLE IV

SUSPENSION, EXPULSION AND DISCIPLINARY PROCEEDINGS.

Section 1. Any member who shall fail to pay any dues or assessments as fixed be the members within sixty days after the same shall become due, shall be suspended automatically until said dues or assessments are paid and shall, for the period of suspension, forfeit all the rights and privileges of membership in the Corporation.

Section 2. The membership shall have summary power by a two-thirds vote of its members to suspend or expel and terminate the membership of any member for conduct which in its opinion disturbs the order, dignity, harmony, or impairs the good name, popularity, or prosperity of the organization, of which is likely in its opinion to endanger the welfare, interest, or character of the organization, or for any violation of any By-Laws of this Corporation, or of any rule lawfully made by or under the authority of the Board of Directors or by the members.

ARTICLE V

ENTRANCE FEE AND DUES

Section 1. The member shall fix an entrance fee to be paid by each individual, firm or corporation upon becoming a members of the Corporation; such entrance fee may be increased or modified from time to time as determined by the members.

Section 2. The members shall fix and may from time to time change the amount of dues and / or assessments to be paid by each member of the Corporation; dues and / or assessments shall be due and payable in advance, either annually, semi-annually, or quarterly as fixed and determined by the Board of Directors.

ARTICLE VI

OFFICERS, THEIR DUTIES AND POWERS

Section 1. The officers of this Corporation shall be President, Vice-President, Secretary and Treasurer, provided that in the discretion of the Board of Directors or members of the last two mentioned offices may be combined, and provided further that the Board of Directors or members may, if deemed advisable, elect one or more additional officers giving them suitable titles, and employ such persons as may be necessary to carry out the purposes of the Corporation.

Section 2. All officers shall be elected by majority written vote of the members at the annual meeting and shall hold office until their successors shall have been elected and assume the duties of the respective offices. The President or Vice-President, or Vice-Presidents, of the Corporation shall be members. The Secretary, Treasurer and other officers of this Corporation need not be members as defined herein. The term ?member? is defined as embracing those members holding a members holding of the Board, all committees not otherwise provided for.

Section 3. The President shall preside at all meetings of the Corporation. As the executive head of the Corporation, he shall enforce its By-Laws, rules and regulations, and execute the will of the Corporation and of the Board of Directors. He shall appoint, under the direction of and subject to the approval of the Board, all committees not otherwise provided for.

Section 4. The Vice-President shall, during the absence or disability of the President, exercise all the powers and discharge all duties of the President, until the President shall resume his duties of his successor be chosen.

Section 5. The Secretary shall keep full and accurate records of all transactions of the Corporation, conduct the correspondence relating to his department, and countersign all disbursement orders authorized by the President recording same in full detail.

At least fifteen (15) days prior to any annual meeting, he shall send to each member of the Corporation, at the last address of said member as shown by the records of the Corporation, a written notice stating the time and place of holding such meeting and of all special matters referred to him to be submitted to the meeting for action.

He shall be custodian of the records of the Corporation; and he shall have power to make, under the direction and subject to the approval of the President and the Board of Directors, any and all contracts for and in the name of the Corporation; he shall supervise and approve expenditures on account of the Corporation; he shall serve as Secretary exofficio of all committees; and he shall perform such other duties and have such other powers as shall be assigned to him by the President or the Board of Directors.

He shall perform all said duties and exercise all said powers under the direction of the President and subject to the approval of the Board of Directors.

Section 6. The Treasurer shall receive and have the custody of all monies and securities belonging to the Corporation, under the direction of the Board of Directors, and shall deposit the same in such bank or banks as the Board of Directors by resolution shall designate. Two of any four officers shall sign checks drawn against the funds of the Corporation for expenditures authorized by the Board of Directors and approved by the Secretary; and shall give such satisfactory surety bond for the faithful performance of his duties as the Board of Directors may require, the expense of the bond to be borne by the Corporation; and, on ceasing to hold office, he shall surrender to his successors in office, when qualified, or to such other person as the Board of Directors shall designate, all monies, books papers and other property of the Corporation under his control. He shall make to the President and to the Board of Directors reports relating to the affairs of his office and the funds of the Corporation as often and in such manner as they may require.

Section 7. The President, the Secretary and the Treasurer shall each submit to the Corporation at the annual meeting of the members, his official report for the preceding fiscal year; and shall make reports at such other times as may be requested by the members and directed by the Board of Directors.

Section 8. Any officer may be removed from office for neglect, or refusal to perform his duties, or for misconduct, by a majority vote of the members and due notice of such contemplated action shall have been given in writing to the accused, and to all members, at least five (5) days prior to the vote being taken.

In case of temporary absence or disability of any officer or director, the position may be filled by pro-tempore appointment by the President, subject to approval by the Board of Directors.

Section 9. A vacancy caused by failure of the Corporation to elect or by the death, resignation or removal of any office or director, may be filled for the unexpired term by the Board of Directors.

Officers not under disability shall hold office for one year or until their successor qualifies.

ARTICLE VII

BOARD OF DIRECTORS

Section 1. There shall be a Board of Directors of nine (9) members comprised of the President, Vice-President, Secretary, Treasurer and four (4) elected Directors. Two Directors to serve for one year and two to serve for two years. If a Director at any annual meeting is elected as an officer, the membership shall elect a Director to complete the remainder of his term.

Section 2. In the event of a vacancy in the Board of Directors, it shall be filled by the President with the approval of a majority of the remaining directors in office. No director so appointed shall hold office longer than the next annual meeting of the Corporation, when a successor shall be regularly elected.

Section 3. The Board of Directors shall constitute the governing body of the Corporation. It shall be vested with full power and authority to put into effect the By-Laws, resolutions and decisions of the Corporation.

Section 4. The Board of Directors shall hold its first regular meeting immediately after, and its last regular meeting within two days preceding the annual meeting of the Corporation in each year, and may hold such other regular and special meetings as it may deem necessary or as maybe provided by the By-Laws.

Section 5. The President may when he deems necessary, call special meetings of the Board.

Section 6. The Board of Directors annually shall close the book and accounts of the Corporation to be audited by an auditor of recognized responsibility, and shall submit the report of said auditor to the members at the next annual meeting.

ARTICLE VIII

MEETINGS OF MEMBERS

An annual meeting of the members of the Corporation shall be called by the President at the discretion of the membership at such place as selected.

ARTICLE IX

COMMITTEES

The Board of Directors shall have the power to designate such special committees, other than the ones provided for, as it may deem necessary to protect the interests, purposes, and objects of the Corporation and its members. Members of such committees shall be appointed by the President, subject to approval of the Board, and need not be members of the Board.

ARTICLE X

ORDER OF BUSINESS

Section 1. The order of business at any annual or special meeting of members of the Corporation shall be as follows:

1. Call to Order