a) encouraging interest in scientific research and education in pomology;

b) provide a forum for reporting horticultural research and public discussions through an Annual Meeting;

c) provide for dissemination of horticultural knowledge through Society publications and meetings;

d) offer leadership in state and national horticultural issues; and

e) assist in development of mutual understanding among individuals and organizations concerned with the status and development of the state's horticultural industry.

Of the thirteen members of the BOD, one director position shall be reserved for a representative of the Past Presidents Council. The chairman of the Department of Horticulture, Michigan State University, shall be a permanent ex-officio (non-voting) member.

Insofar as practical, approximately one-third of the members of the BOD shall be elected annually, each to serve a three-year term. Terms of office shall begin at the close of the Annual Business Meeting following the election and end at the close of the Annual Business Meeting three years later. No individual may serve more than two terms on the BOD, excluding appointment to fulfill any unexpired term. The representative of Past Presidents Council shall serve a one-year term and not more than three consecutive terms. The representative from the Past Presidents Council shall assume office upon election. The directors shall meet as soon as convenient after election at the Annual Business Meeting and shall elect from their membership a vice-president and shall appoint an executive secretary, an educational coordinator, and a treasurer, who need not be members of the BOD. Officers shall take office at such date as shall be designated by the Board. The BOD shall have the power to prescribe duties for the officers in addition to the duties set forth in the Society bylaws and may remove any officer for just cause and fill any vacancy.

If a vacancy occurs on the BOD for any reason, it shall be filled by vote of the remaining directors until the next election, at which time the Society members shall elect a replacement for the unexpired term. The newly-elected director may serve two additional terms.

A director may for reasons such as medical incapacity or gross improprieties be judged by the BOD as unsuitable for service to the Society. The BOD by unanimous vote excluding the director in dispute (who shall not cast a vote), may remove an elected director from service and fill the vacancy according to procedures for filling vacancies.

District 1 - Southwest: Allegan, Van Buren, Kalamazoo, Calhoun, Jackson, Berrien, Cass, St. Joseph, Branch, Hillsdale.

District 2 - West Central: Mason, Oceana, Newaygo, Mecosta, Isabella, Muskegon, Ottawa, Kent, Montcalm, Gratiot, Ionia, Clinton, Shiawassee, Barry, Eaton, Ingham.

District 3 - North: Emmet, Cheboygan, Presque Isle, Charlevoix, Antrim, Otsego, Montmorency, Alpena, Leelanau, Benzie, Grand Traverse, Kalkaska, Crawford, Oscoda, Alcona, Manistee, Wexford, Missaukee, Roscommon, Ogemaw, Iosco, Lake, Osceola, Clare, Gladwin, Arenac and the Upper Peninsula.

District 4 - East: Bay, Midland, Saginaw, Huron, Tuscola, Sanilac, Gennesee, Lapeer, St. Clair, Livingston, Oakland, Macomb, Washtenaw, Wayne, Lenawee, Monroe.

The number of BOD positions allocated to each district shall be based upon the number of fruit operations as documented by the Michigan Department of Agriculture's Michigan Rotational Fruit Survey. The allocation of these positions shall be reviewed at a minimum of every 10 years. Individuals nominated from these districts shall in so far as practical, fairly represent the horticultural activities of the district.

Beginning with the election of directors in 1995, BOD positions shall be allocated as follows:

District 1 - 4
District 2 - 3
District 3 - 2
District 4 - 1
At-large - 2

Solely to facilitate full implementation of the foregoing election by districts, the Board of Directors shall have authority to set shorter or longer terms of office for directors prior to their election by the active membership so that rotation of the members elected from director districts can be fairly established and maintained. A nominating committee of at least four members, chaired by the Vice-President, shall be appointed annually by the President to nominate individuals for election to the BOD at the Society's annual meeting. Additional eligible candidates may be nominated for each contested directorship by written petition signed by individuals representing not less than fifteen voting memberships in the district to be represented, provided that the petition is received by the registered office of the Society not less than twenty days prior to the annual meeting. Nominations from the floor at the time of the annual meeting shall not be permitted.

The President-elect or Vice-President shall serve in the absence or disability of the President, in the order of their appointment, and shall perform such further duties as shall be prescribed by the President or the BOD.

President: The President shall be the chief executive officer of the Society, a voting member of the BOD and an ex-officio (voting) member of all standing committees, with the exception of the nominations and elections committee. The President shall preside at all business meetings and meetings of the Board and shall perform such other duties and have such other powers as may be prescribed by the BOD. The President shall have the power to appoint individuals to all unfilled officers and shall have the general powers of supervision and management usually vested in the office, subject, however, to the right of the BOD to delegate any specific power(s) to any other officers of the Society.

President-elect: The President-elect shall be a voting member of the BOD, shall serve as chairperson of the annual meeting program committee, and shall serve as liaison to the Council of Past Presidents.

Vice-President: The Vice-President shall be a voting member of the BOD and serve as chairperson of the nominations and elections committee. The Vice-President shall also perform other duties as may be prescribed by the BOD or the bylaws or as delegated by the President.

Treasurer: The Treasurer shall receive and keep account of all money and vehicles of investment belonging to the Society and Society's Trust, and shall deposit same in such bank as the BOD may approve, shall invest the Society's monies as directed by the BOD or its designated representatives, shall keep a book in which all financial business of the Society and its Trust shall be entered and shall not commingle the Society funds with other funds and shall provide financial reports at the board meetings. The Treasurer shall make a report at the annual meeting of the Society and shall make available the books, all accounts and vouchers to an auditing committee, appointed by the President. The Treasurer shall invest the Society's Trust monies as directed by BOD or the trust committee, shall keep a book in which all financial business of the "Trust" shall be entered and shall not commingle the Trust funds with other funds. The Treasurer shall attend the Trust committee meetings, provide quarterly reports to its members, make a report at the Society's annual meeting of the Trust and shall make available the books and all accounts to an auditing committee appointed by the President.

Educational Coordinator: The Educational Coordinator shall be appointed by and serve at the discretion of the BOD and shall be responsible to the Board and program committee for developing plans for the annual meeting educational programs. The Educational Coordinator shall solicit manuscripts from program participants, edit and prepare same for publishing in Society's Annual Report.

Nominations and Elections Committee: The Nominations and Elections committee shall be responsible for the nominations of members for the BOD. The committee shall be chaired by the Vice-President with three additional members appointed annually by the President.

Finance Committee: The Finance committee shall have direct responsibility for the formulation of the Society's annual budget and for monitoring expenditure of Society funds in accordance with the budget, in concert with the Executive Secretary. The finance committee shall consist of three members, once appointed by the President each year for a term of three years. The senior appointed member shall succeed automatically to chairperson of the committee for a one-year term at the close of the next annual meeting.

Trust Committee: The Trust committee shall manage investment of monies donated to the Society Trust. It shall consist of three members, one appointed each year by the BOD for a three-year term and a liaison representative from the BOD. Members can serve three consecutive terms. The senior member (in terms of service) shall serve as chairperson.

Program Committee: The Program committee shall be responsible for overseeing development of the educational program for the Society's annual meeting with the assistance of the Educational Coordinator and in consultation with the BOD. Committee members shall be appointed by the President. The President-elect shall be committee chairperson.

Auxiliary: The auxiliary shall consist of any interested member spouse for the purpose of planning activities for those individuals attending the annual meeting and interested in other activities than the educational program.

Audit Committee: The Audit committee shall be responsible for reviewing the Society's financial records and annual financial statements for both the Society and its Trust. Committee members shall be appointed by the President and shall report to the BOD.

Resolutions Committee: The Resolutions committee shall prepare resolutions regarding issues of concern to the horticultural industry for consideration by Society members at the annual meeting. Committee members shall be appointed by the President.

Special Meetings: The BOD may also hold other meetings of the Society during the year, but no business shall be transacted at such meetings unless the purpose shall be set forth in the notice of said meeting, which must be mailed to the members at least 10 days in advance of such meeting.

Annual dues: The amount of annual dues for members of the Society and the date when dues are payable shall be determined by the BOD.

Execution of checks, etc.: All checks, drafts, notes, and orders for the payment of money shall be signed by such officers or agents as the BOD from time to time may designate.

Budget: The BOD shall adopt, in advance of the fiscal year, an operating budget covering all the activities of the Society.

Audit: The BOD shall provide for an annual audit/review of the accounts of the Society.

Bonding: The BOD may require any officer or employee of the Society or any member of a committee to be bonded in such amounts and on such terms as the Board may determine.

Integral parts of the Society: The assets, income, and disbursements of integral parts of the Society (such as the Auxiliary) shall be the assets, income, and disbursements of the Society, although they are earmarked for the specific use of the integral parts.

Minutes of meetings: The presiding officer of each body of the Society shall be responsible for forwarding accurate minutes of all meetings promptly to the Executive Secretary.

Policy manual: There shall be a manual that specifies the operating policies and procedures of the Society and serves as the official reference on all matters of Society operations. The manual may be amended or revised at the discretion of the BOD.

Waiver of notice: Any notice required to be given by these bylaws may be waived by any person entitled thereto.

a) All just liabilities and obligations of the Society shall be paid, satisfied, and discharged, or adequate provisions shall be made therefor;

b) All other assets shall be transferred or conveyed, pursuant to a plan of distribution adopted by the BOD, to one or more organizations engaged in activities substantially similar to those of the dissolving corporation and declared by the U.S. Internal Revenue Service to be exempt from the payment of federal income tax under section 501(c) (3) of the Internal Revenue Code of 1954 or the corresponding provisions of any subsequent revenue law;

c) If the BOD is unable to ascertain any organization that meets the requirements of the preceding paragraph, then all assets referred to in that paragraph shall be transferred or conveyed, pursuant to a plan of distribution adopted by the BOD, to one or more scientific, educational, religious, or charitable corporations, trusts, community chests, funds, or foundations declared by the U.S. Internal Revenue Service to be exempt from the payment of federal income tax under section 501(c) (3) of the Internal Revenue Code of 1954 or the corresponding provisions of any subsequent revenue law. No employee, director, officer, or any private individual shall be entitled to share in the disposition of any of the corporate assets.