BYLAWS OF THE WESTERN APICULTURAL SOCIETY OF NORTH AMERICA, INC. ARTICLE I - NAME Section 1. The name of this organization shall be the WESTERN APICULTURAL SOCIETY OF NORTH AMERICA, INC. This organization shall be incorporated under the not for profit section of the corporate laws of California. Section 2. This organization shall be know as the WESTERN APICULTRUAL SOCIETY or WAS for operational purposes. Section 3. The WESTERN APICULTURAL SOCIETY shall include the following states and provinces: Alaska, Alberta, Arizona, British Columbia, California, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming, the Yukon and any other states and provinces approved by the Board of Directors. ARTICLE II - PURPOSE Section 1. The purpose of the Society shall be to promote the art and science of beekeeping, primarily among hobby beekeepers and the general public. The Society shall hold an annual conference to educate its members in the latest technical and scientific methods in the field of Apiculture. ARTICLE III - MEMBERSHIP Section 1. Payment of dues, according to the following classes of membership, is necessary for membership and voting privileges. Section 2. The membership of this Society shall be divided into the following classes: A. Association - Includes clubs and/or organizations of beekeepers in the United States and Canada, primarily in the western area. Representation in the Society is by Delegate, as provided in ARTICLE VII, who has voting privileges at Delegates/Directors meeting. (1). Association Permanent Membership - Same privileges as above. B. Individual - Any person who wishes to join the Society. Voting privileges are included. C. Couple - A husband and wife, both of whom have voting privileges. D. Junior - Any person under the age of eighteen (18) years. Voting privileges are included. E. Senior - Any person over the age of sixty-five (65) years. Voting privileges are included. F. Life - Any person who wishes to become a member of this Society for a lifetime. Voting privileges are included. G. Couple Life - A husband and wife who wish to become members of this Society for their lifetimes. Voting privileges are included. H. Commercial - A business organization associated with beekeeping for profit that wishes to further the educational programs of the Society. Such membership shall have voting privileges and a free 1/4 page ad in the WAS Journal. I. Benefactor - An individual who contributes $500.00 to the Society. Includes an automatic Life Membership with all its privileges. J. Patron - An individual who contributes $1,000.00 to the Society. Includes an automatic Life Membership with all its privileges. Section 3. Membership is the Society shall not be a requirement for attendance of the annual conferences. Beekeepers, their families and friends, as well as members of the general public, shall be welcome at any annual conference. Everyone who attends shall pay nominal fees, the registration and otherwise, in support of expenses in organizing and conducting the annual conference. Section 4. Membership shall terminate upon death, dissolution or voluntary withdrawal or as otherwise provided in these bylaws. The rights, title and interest of the member shall cease upon termination of membership. Section 5. Any membership may be terminated for non-payment of dues, as provided for in Article IV, Section 2. Section 6. Any membership may be terminated for violation of these bylaws. Such termination shall be by two-thirds vote of the Directors at a Board meeting, provided that a statement of the charges shall have been mailed by registered letter to the last recorded address of the member at least thirty (30) days before the final action is to be taken thereon. Such statement of charges shall contain notification of the time and place of the meeting of the Board of Directors at which the charges shall be considered. The member shall have the right to appear and present any defense to such charges before action is taken thereon. Any member who is suspended or expelled may be reinstated to membership by two-thirds vote of the Directors at a Board meeting. ARTICLE IV- DUES Section 1. The dues shall be determined by the Board of Directors for the several classes of membership as heretofore stated in ARTICLE III. Section 2. The annual dues can be paid in advance of the annual conference, and must be received by the Treasurer or Secretary/Treasurer no later than September 30 to maintain the membership. Section 3. Reinstatement of membership terminated for failure to pay dues is automatic upon receipt of dues. Sections 4. The fiscal year shall be from January 1 to the last day of December of each year. The membership year shall begin on September 1 and expire on August 31 of the following year. ARTICLE V - CONDUCT OF BUSINESS Section 1. The business affairs of the Society shall be conducted by the Board of Directors. Members of the Board shall be named in accordance with provisions of ARTICLE VII and shall represent members of the Society insofar as possible. Section 2. The business affairs of the Society between meetings of the Board of Directors shall be conducted by the Executive Committee as hereinafter provided. ARTICLE VI - OFFICERS Section 1. The Officers of the Society shall be a President, a 1st Vice-President, a 2nd Vice-President, a Secretary and a Treasurer or a Secretary/Treasurer. Section 2. The President shall have general supervision of the affairs of the Society and shall preside at all business meetings of the Society, at Board of Delegates and Directors meetings, and meetings of the Executive Committee. He or she shall appoint all committees excluding the Executive Committee and shall be an ex-officio member of those committees. He or she shall appoint an Editor-Historian or Editor and Historian, to collect and preserve clippings, records, photographs, etc., pertaining to the social, educational and business activities of the Society. The Editor-Historian or Editor, with the assistance of the Secretary or Secretary/Treasurer, shall issue publications informing the membership of the activities of the Society. Prior to publication, all Society publications intended for distribution to members shall be reviewed by the President and any other reviewers the President may designate. Section 3. The 1st Vice-President, in the absence or disability of the President, shall perform the functions of the office of President. Section 4. The Secretary or Secretary/Treasurer shall attend and keep a complete and correct record of all meetings of the Society, namely the Executive Committee, Board of Delegates and Directors, and annual business meeting. Within 15 days after each meeting this officer shall send copies of the minutes of meetings to the Officers, members of the Board of Directors, and to each official Delegate representing member Associations in good standing. The Treasurer or Secretary/Treasurer shall approve and pay all bills for the Society and maintain accurate records of the Society's finances. The Treasurer or Secretary/Treasurer shall be the Clerk of the Corporation. Section 5. The term of office shall be 1 year for the President, 1st Vice-President, and 2nd Vice-President. Section 6. In case of the extended absence or incapacity of the Treasurer or Secretary/Treasurer, the President may approve and pay bills, or may appoint a member of the Board of Directors to act as temporary Treasurer or Secretary/Treasurer. ARTICLE VII - BOARD OF DIRECTIORS Section 1. There shall be a Board of Directors consisting of the Officers, the two immediate past Presidents, and Directors representing states and provinces in Article 1, Section 3. Section 2. Each state and province in the Society shall have the privilege of electing one Director from the membership-at-large of the respective state or province for a term of three years. One third of the Directors shall be elected each year. No Director shall serve two consecutive terms. Section 3. In the case of vacancies owing to death or resignation, the President shall appoint a successor from the same state or province to fill the unexpired term. Vacancies owing to lack of nominations shall be declared "vacant by right" and shall not be filled until the next annual conference. Section 4. The Board of Directors shall hold at least two (2) meetings each year which may immediately precede and follow the annual conference. Section 5. The Board of Directors may appropriate a sum toward the expenses of the Secretary and Treasurer or Secretary/Treasurer. No other Officer or Director shall receive compensation, either directly or indirectly. Section 6. The Board of Directors shall bond the Treasurer or Secretary/Treasurer and insure the Society against loss. Section 7. The Board of Directors shall approve the site for each annual conference prior to any vote of the membership as hereinafter provided for. ARTICLE VII - DELEGATES Section 1. Each member association, as provided under Article III, Sections 1 and 2, shall be entitled to send one official Delegate to each annual conference. Section 2. The Delegates will attend the Board of Directors meeting (called the "Delegates/Directors" Meeting) which immediately precedes the annual conference. At this time they will receive information concerning the activities of the Board of Directors and the Society. They shall advise the Board of any business they wish to be considered at the subsequent annual meeting or Board meeting. They shall exchange other information that benefits their respective associations. Sections 3. Only Delegates shall have the right to vote for their associations on issues before the Delegates/Directors meeting. ARTICLE IX - QUORUM Section 1. A quorum of the Board of Directors shall be four (4) Directors, as defined in Article VII, Section 2, and two (2) Officers, as defined in Article VI, Section 1. Sections 2. A quorum of the annual Business meeting of the Society shall be 10% of the voting members attending the annual conference. Sections 3. A Director may appoint a proxy from the members in their state or province represented by the Director. Section 4. The Board of Directors may act on business by mail ballot between meetings. Ballots shall be mailed by the Secretary or Secretary/Treasurer by certified mail to Directors. A brief pro and con explanation of each issue, the deadline date for receipt of the ballots, and the return address shall be indicated on each ballot. A majority vote will carry. ARTICLE X - COMMITTEES Section 1. Executive Committee: The Executive Committee shall consist of the President, 1st Vice-President, Secretary and Treasurer or Secretary/Treasurer of the Society. Section 2. Auditing Committee: There shall be an Auditing Committee of three, appointed by the President, whose duty shall be to audit the financial records of the Society and report to the Board of Directors at the first board meeting at the annual conference. Auditing standards shall be determined by the Board of Directors. Section 3. Sites Committee: There shall be a rotating Sites Committee of three (3), appointed by the President, whose duty shall be to obtain a satisfactory annual conference location for three years in advance. This committee shall give a report at the regular Delegates/Directors meeting that immediately precedes the annual conference and at the Business meeting of the Annual Conference. Section 4. Nominating Committee: There shall be a Nominating Committee of three, appointed by the President, whose duty shall be to obtain nominations for Officers and Directors of the Society. Nominees for the offices of President and 1st Vice-President normally shall be members of the state or province in which the next conference of the Society shall be held. Nominees for 2nd Vice-President normally shall be members of the state or province in which the conference will be held two years subsequently. The Nominating Committee shall complete the slate of officers by nominating, from the membership-at-large, a Secretary and a Treasurer or a Secretary/Treasurer, who may serve consecutive terms in office. Section 5. Awards Committee: There shall be an Awards Committee consisting of the Executive Committee and the Program Committee Chairperson, who shall select recipients of the various awards that the Society may wish to bestow upon deserving persons. Nominations for awards must be submitted to the Awards Committee no later than May 1. The Awards Committee shall notify the award recipient at least 2 months before the Annual Conference. The award recipient is expected to attend the annual banquet, at which the Awards Committee shall present the award. Section 6. Nominations for Directors, one to represent each state or province for in Article I, Section 3, shall be submitted to the Nominating Committee by the members of the respective states or provinces. Only one Director may represent any one state or province and none may serve consecutive terms. Section 7. The President shall appoint such other ad hoc committees as are necessary for the efficient conduct of the Society's activities. Section 8. The President shall, as far as possible, make committee appointments prior to the first meeting of the new Board of Directors, normally held immediately after the annual conference, so that the chairpersons of these committees may attend this meeting. ARTICLE XI - SEAL Section 1. The Society shall have a seal (logo) of such design as the Board of Directors may adopt. This seal shall appear on the Society's publications. ARTICLE XII - FINANCES Section 1. No indebtedness shall be incurred by any Officer, member of the Board of Directors, committee member or any other WAS member on behalf of the Society, except as authorized in ARTICLE VI, Sections 4 and 6. Section 2. If WAS ceases to exist at some future time, these funds would be distributed according to the provisions of ARTICLE OF INCOROPRATION, with the objective and intent of benefiting the art and science of beekeeping. ARTICLE XIII - ANNUAL CONFERENCE Section 1. The Program Chairperson for the Annual Conference shall be, insofar as possible, a resident honey bee specialist, usually associated with the host university and/or a federal, state, or county organization. He or she should have professional training in the science of beekeeping, good rapport with beekeepers, and adequate resources to facilitate communication and organization of the conference. Section 2. Inasmuch as possible, the majority of speakers at the annual conference program shall be scientist and professionally trained persons, usually associated with county, state, federal organizations concerned with research, teaching, regulatory, and extension functions in the general area of beekeeping. Section 3. The Conference Program Chairperson shall avoid, as much a possible, scheduling activities in which major groups of members meet concurrently, thus diminishing attendance of the primary program. Section 4. The Program Chairperson shall assume the responsibility for disseminating publicity on the Annual Conference in bee journals and other publications such that the final program and registration information is received by beekeepers no later than three months before the beginning of the conference. Sections 5. All meetings held in conjunction with the Annual Conference, including several days before and after the formal conference, shall be arranged with the Program Chairperson at least 5 months before the conference. Section 6. The Program Chairperson shall be responsible for coordinating all matters associated with the conduct of the Annual Conference, including competitive events, tours, (before, during, and after the conference), displays and shows, and local publicity relating to any of these events. Section 7. The Program Chairperson, President, and 1st Vice-President shall be responsible jointly for arranging the logistics and registration to meet the normal needs of lodging and subsistence for anyone who attends the annual conference. Section 8. The annual conference usually will be held during July or August, but may be held at any time agreed upon by the members. ARTICLE XIV - ANNUAL BUSINESS MEETING AT CONFERENCE Section 1. The Society shall hold an annual business meeting on the morning preceding the annual banquet. Robert's Rules of Order shall be the authority for the conduct of this meeting. Section 2. The election of Officers and Directors shall be held during the annual business meeting. Section 3. The incoming Officers shall assume office at that first Board Meeting following the Annual Conference. Section 4. The site for the Annual Conference, at least three years in advance, and the date for the next Annual Conference shall be decided at the Annual Business Meeting, based on recommendations of the Sites Committee. Section 5. Decisions made by the Board of Directors may be overruled by a vote of 2/3 of the members present and voting at the Annual Business Meeting. Section 6. The order of business for the Annual Business Meeting, unless changed by a majority vote of the members present and voting, shall be as follows: A. Call to order. B. Reading of the Minutes of the last business meeting and any intervening meetings of the Board of Directors. C. Reports of Officers (including a financial report by the Treasurer or the Secretary/Treasurer). D. Report of the Editor-Historian or Editor and Historian. E. Reports of Committees, including sites, resolutions, auditing, nominating, and any other committees appointed by the President of the Society. F. Unfinished business. G. New business (including Sections 2 and 4 of the Article). H. Communications and bills. I. Resolutions. J. Adjournment. ARTICLE XV - AWARDS Section 1. An annual award, know as the "OUTSTANDING SERVICE TO BEEKEEPING AWARD," shall be presented at the annual banquet to a person, normally from the West, who has made outstanding contributions to beekeeping. These contributions may be in such areas as research, teaching, public relations, publishing, service to WAS or other beekeeper organizations, or any other creative activity that contributes to the art and science of beekeeping and the enjoyment of beekeeping as a hobby. Nominations for this award are made according to the provisions set forth in Article X, Section 5. Section 2. A second award, known as the "THURBER AWARD FOR INVENTIVENESS," may be presented at the annual banquet to a person, normally from the local area, who has demonstrated abnormal creativity in inventing beekeeping devices. Nominations for this award are made according to the provisions set forth in Article X, Section 5. ARTICLE XVI - AMENDMENTS Section 1. Changes in these Bylaws may be made by a two-thirds majority of members present and voting at the Business Meeting of the Annual Conference or by a two-thirds majority of all votes cast in a mail ballot. Written notice of the proposed amendment shall have been sent to every member at least one month before the last date for return of ballots in the case of a mail ballot. Proposed amendments of these Bylaws shall be submitted in writing to the Board of Directors for distribution to the membership. First Amendment: The Board of Directors is empowered to adopt proposed amendments to the Bylaws, making them legally effective, during the time between Annual Conferences. Such amendments must be submitted through a Bylaws Amendment Committee and must pass the Board of Directors by two-thirds vote. Such amendments remain in force only until the next business meeting when a two-thirds vote of the members present is required to add any amendments to the Bylaws permanently.