ARBORETUM ASSOCIATES University of California at Santa Cruz Santa Cruz, California 95064 USA

THE CONSTITUTION AND BYLAWS

OF THE UNIVERSITY OF CALIFORNIA, SANTA CRUZ

ARBORETUM ASSOCIATES

(May 2003 amended version: Posted online 11/2003)

CONSTITUTION

ARTICLE 1. Name - The name of this organization shall be UC Santa Cruz Arboretum Associates, herein referred to as AA.

ARTICLE 2. Purpose and Functions - The purpose of this organization shall be to assist and support the UCSC Arboretum in its efforts to carry out research, propagation, conservation and public education activities, relative to the plant taxa for which it serves as a vital repository. The AA shall concentrate their support activities on behalf of the UCSC Arboretum and UC Santa Cruz in the area of Public Programs, Education and Outreach:

a. to increase public awareness and appreciation of both the aesthetic value and ecological significance of the plant taxa represented in the UCSC Arboretum collection and to promote a better understanding of their importance for research related to their conservation, botanical analysis and horticultural potential;

b. to serve as a general support and advocacy group for the UCSC Arboretum and for UC Santa Cruz, of which the Arboretum is an integral and essential part.

The AA shall undertake to provide such support functions on behalf of the UCSC Arboretum as are consistent with the organization's purpose and which may include, but not be limited to, the following activities:

" Train volunteers and docents

" Conduct sales of plants, books and other items of horticultural interest, for the benefit of the UCSC Arboretum

" Publish the Bulletin of the AA and other informative or educational material, using print or electronic media

" Plan educational programs related to the Arboretum collection

" Organize outreach events and special programs

" Operate the horticultural reference library

" Assist in plant propagation and with operation of the gift shop

ARTICLE 3. Organization - The "AA" shall be non-profit.

a. No part of the net earnings of this association shall ever inure to or be for the benefit of or be distributed to its members, trustee, officers or other private persons, except that the association shall be empowered to pay reasonable compensation for goods and services rendered and to make payments and distributions in furtherance of the exact purpose for which it was formed.

b. In the event of dissolution of the "AA" the organization's assets shall be distributed to The Regents of the University of California or to the UC Santa Cruz Foundation, as appropriate, within a period of 60 days.

c. Notwithstanding any other provisions of these Articles, the AA shall not carry on any other activities not permitted to be carried out by an association exempt from Federal Income Tax under Section 501 c (3) of The Federal Revenue Code of 1986, as now in effect or subsequently amended.

ARTICLE 4. Membership and Dues

a. All individuals, organizations, industries, and businesses interested in helping to support the UCSC Arboretum are eligible for membership.

b. Each member shall be entitled to one vote.

c. The membership period shall be for one year, except for life members.

d. The Board of Directors, in coordination with the UCSC Foundation, shall define several categories of membership at different levels of contribution.

ARTICLE 5. Officers and Directors - The officers of the AA shall be: President, a Vice President, Secretary and Treasurer. The directors of the AA shall be: the immediate Past President, directors-at-large as specified in the Bylaws of the AA and, ex officio, the Arboretum Director, the Arboretum Director Emeritus and a representative of the University of California, Santa Cruz appointed by the Chancellor. These officers and directors shall constitute the Board of Directors of the AA.

ARTICLE 6. Amendments - This Constitution may be amended by a two-thirds vote of the members present at any called or regular meeting of the general membership, provided that the general membership shall have been given notice of the meeting and the nature of the proposed changes by mail at least twenty eight days before such a meeting.

BYLAWS

ARTICLE 1. Terms of Office. Terms of office for both officers and directors-at-large shall be for two years, starting at the end of the annual meeting in odd-numbered years for officers and in even-numbered years for directors. Terms of office for both officers and directors at large shall be limited to two consecutive terms in the same position.

ARTICLE 2. Directors.

2.1 Powers - Subject to the guidelines of the University of California, Santa Cruz that apply to its support groups and to any limitations in the Constitution of the AA and in these Bylaws relating to actions required to be approved by the Members, the business and affairs of the AA shall be managed by, or carried out under the direction of, the Board of Directors.

2.2 Number of Directors-at-large - Effective the start of the term of office for directors-at-large in 2002, the authorized number of directors-at-large shall be nine (9) or thereafter, as determined by a duly adopted amendment to the Constitution of the AA, or by an amendment of these Bylaws in accordance with the provisions of Article 8 of these Bylaws.

2.3 Board Meetings - The Board shall meet no fewer than six times a year. Board members are expected to attend all regularly scheduled meetings of the Board of Directors of the AA. The President of the AA, if present, shall serve as the presiding officer at all meetings of the Board. Each Board member, except the presiding officer, shall be entitled to one vote at these proceedings. The presiding officer may not vote, except to break a tie. A majority of the current number of Board members shall constitute a quorum for the transaction of business, except to adjourn. A majority of the Board members present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

2.4 Vacancies - Vacancies in the Board may be filled by a majority of the remaining directors, whether or not less than a quorum. Each director so elected shall hold office until the next annual meeting of the members and until a successor has been elected.

ARTICLE 3. Officers.

3.1 Officers - The officers of the AA shall be a President, a Vice President, a Secretary and a Treasurer. Duties of the officers shall be the same as commonly prescribed unless determined otherwise by the Board. The AA may also have, at the discretion of the Board, such other officers, as may be appointed in accordance with Article 3.2 below.

3.2 Subordinate Officers - The Board may appoint, and may empower the President to appoint, such other officers, as the business of the AA may require, each of whom shall hold office for such period, have such authority and perform such duties as the Board may determine.

3.3 Vacancies in Offices - A vacancy in any office may be filled by the Board. Each officer so appointed shall hold office for the remaining balance of the term of office.

ARTICLE 4. Annual Meeting.

4.1 General Meeting - The Board will call a general meeting of the membership of the AAevery year to present the year 's financial statement, to make a yearly report to the membership and to transact such other business as may be required.

4.2 Nomination of Officers and Directors - A nominating committee shall be selected and appointed by the Board at a meeting held no later than three months before the annual meeting of the AA. The committee shall present a panel of nominees to the secretary at least 20 days prior to the annual meeting. Any member in good standing may place other members in nomination by presenting their names in writing to the secretary at least two days prior to the annual meeting. Such nominations must have the endorsement of at least two members of the AA other than the nominating member or nominee(s) concerned. No name shall be placed in nomination without the consent of the nominee. Every two years the Board shall present the list of candidates for officers of the "AA" at the annual meeting, and, on alternating years, the list of candidates for directors-at-large.

4.3 Election of Officers and Directors - An election of officers or directors will be held at the annual meeting in accordance with the requirements of Article 1 of these Bylaws, Terms of Office. Each officer or director shall assume office at the close of the annual meeting at which her or his election took place.

ARTICLE 5. Finance.

5.1 General Requirements - The financial activities of the AA shall be in accordance with prudent business practices and generally accepted accounting principles. All financial activities and records shall be subject to audit by UC Santa Cruz or its agents at reasonable times and under reasonable conditions.

5.2 Financial Commitments/Expenditures - Financial commitments and expenditures shall be in accordance with the policies and budget approved by the Board. Financial commitments and disbursements for projects in excess of $500 must have the approval of the Board.

5.3 Bank Accounts - Any Bank Accounts will be in the name of the Treasurer and Secretary, but the President may substitute for either. All checks in excess of $500 drawn on these accounts must bear the signature of two authorized members of the Board of the AA. Separate accounts shall be maintained so that expenditures solely for the benefit of activities of the AA can be made from an account funded exclusively by membership dues and/or membership donations made specifically for the benefit of such activities.

ARTICLE 6. Bulletin

The AA shall provide for publication of a quarterly newsletter, entitled Bulletin of the UCSC Arboretum Associates, to inform the general membership of the AA - and to promote public awareness - of general news, educational activities and special events relating to the plant taxa in the UCSC Arboretum collection. The Board of Directors of the AA shall appoint the Editor of the Bulletin and provide reasonable compensation for her or his services.

ARTICLE 7. Office.

The principal office for the transaction of business of the AA shall be the Horticulture Building at the UC Santa Cruz Arboretum or such other location as approved by the Board.

ARTICLE 8. Amendments of the Bylaws.

These Bylaws may be amended or repealed and new Bylaws consistent with the Constitution of the AA may be adopted by a majority vote of the members present at any called or regular meeting of the general membership or by a two-thirds vote of the Board. Proposed changes in these Bylaws shall be made available to the members of the AA at least 28 days before action is taken by the general membership or the Board.

ARTICLE 9. Parliamentary Procedure.

Robert's Rules of Order, Newly Revised, when not in conflict with these

Bylaws, shall govern the proceedings of the AA. All questions as to matters of procedure or the interpretation of these Bylaws shall be decided by the President.

[1] As ratified by the Arboretum Associates February 24, 2001 and as amended at the general meeting of the AA in June 2002 to include term limits and in May 2003 to reduce the number of Vice-Presidents from two to one while increasing the number of directors-at-large from eight to nine.