October 2020 - Volume 69 Number 10
Raising Orchids from seed can be a very rewarding process. But not everyone has the means to flask themselves. Buying Orchid flasks is a good alternative.
Especially if you are a species collector or just enjoy new hybrids.
All it takes is some attention to detail, a bit of extra space and time and enjoyment to watch the tiny plantlets grow and flourish.
Christian will show you how to deflask seedlings and describe the whole process in detail. He will also explore different ways to treat and pot or mount the plants thereafter and provide care tips for the months after the initial deflasking.
Christian has been growing Orchids for over 15 years and amassed an extensive collection of mainly species. But intergeneric crosses also spark his interest.
His Collection is split into two sections, but mainly comprised of Phalaenopsis, Paphiopedilum and other species from Asia. The other section are European and other terrestrial cool to cold growing Orchid species.
He is the newsletter editor and board member of the San Francisco Orchid Society since May 2019.
Seedlings deflasked 10 weeks ago.
San Francisco Orchid Society
A California non-profit 501(c)(3) Corporation
There will be NO in-person meeting on October 6th, 2020.
There will be a virtual meeting through 'Zoom'.
More details ion page 3.
AOS judging by PCJC is on hold until further notice; however CSNJC is doing outdoor judging - next event is Saturday, Oct 3 at Dueling Dogs in Lincoln, CA.
Plant entry at 8:30am.
For over 65 years the SFOS mission has been to foster the culture and conservation of orchids and to promote education of its members and the public about orchids. Our goals include: an exchange of information from exhibitions, publications, and the Internet, maintenance of a reference library, and participation in worldwide activities.
Phalaenopsis seedlings in flask
Galeopetalum Starburst 'Parkside' - Chris Neitro
From the President
On September 1st we welcomed Jason Miller to talk to us about his genetic diversity research efforts focused on the conservation of the “Ram’s head” orchid (Cypripedium arietinum) – Jason was the recipient of the 2019 SFOS Orchid Research grant which helped support him in doing this graduate work in Dr. Lisa Grubisha’s lab at UWGB (University of Wisconsin Green Bay). If you missed the talk / meeting – you can find it on our video archive within the Members Only section of our website, as well as on our SFOS YouTube Channel.
At the upcoming October 6th meeting our own Christian Neitro will be talking about “Deflasking Orchids” - please RSVP via our website (www.orchidsanfrancisco.org) and send your show and tell pics by email to Lynne Murrell (firstname.lastname@example.org) by no later than the day before the meeting – though sooner is of course better to give her more time to prepare!
Help Lynne optimize the experience by selecting your top 3 plants to share so we have time to get to everyone - label your photo files – or include the names for her to do it for you – and particularly for miniatures, try to include one picture of the flower and one of the plant including a coin or ruler or hand in one of them to help us judge the size.
Mark your calendar & Spread the word that the SFOS Members’ Plant Sale will be online October 1st-15th, with scheduled pickup of purchases on Sunday October 18th atShelldance Orchids in Pacifica - watch for details when the sales site is live online.
We still need volunteers to help on Oct 18 & will have COVID-19 precautions in place (masks, handwashing / and use of gloves, social distancing onsite and other measures to make this effort / event as safe as possible).
Phalaenopsis Princess Kaiulani x Fintje Kunariwati - Chris Neitro
Paphiopedilum lawrenceanum fma. hyeanum - Chris Neitro
Tips for the upcoming
For those who are unfamiliar with Zoom, it is a video chat application you can download and set up ahead of time, or just follow the link below at the time of the meeting.
Rather than just calling in, everyone is encouraged to either use the weblink or download the Zoom app ahead of the meeting to be able to better see and share the video content.
We will ask people to do “show and tell” - so plan to have either your plants nearby to share live pics or take/send pics ahead of time to share.
the specific meeting link is:
Password is SFOS2020
The following devices all will work: Desktop computer, PC or Mac, Tablets, Cell Phones. If the device has a camera and a microphone you can use it.
Sometimes your PC may not have a microphone and in that case you can still use the computer and monitor and call in on the phone with the phone number. If you do this make sure to turn off the computer speakers to avoid feedback.
Phalaenopsis speciosa fma. purple
Vandopsis Summer Stars - Chris Neitro
Paphiopedilum Saint Swithin
We will raffle off some $20 online gift credits redeemable for plants to attendees, so please join the meeting and be sure your dues are paid up to be eligible to win.
Design by Samuel Wantman & Photos by Ron Parsons
A Bay Area Guide to Orchids and their Culture
This richly illustrated book is tailored specially to the needs of the San Francisco Bay Area Orchid grower, offering detailed orchid culture information along with recommendations of orchids to grow indoors, in cool to warm-intermediate greenhouses or outdoors, with microclimate-specificsuggestions for those choosing to grow outdoors.
Note that SFOS paid for the cost of printing and SFOS gets 100% of the profits.
SFOS member, Mary E. Gerritsen
Available directly from the San Francisco Orchid Society
for only $20 at:
$25: Standard Membership (includes opportunity table access and email newsletters to one person)
$40: Household membership (2 or more people)
$75: Supporting Membership (includes 2 POE weekend passes*, opportunity table access plus email newsletters)
$150: SFOS Patron Membership (includes 4 POE weekend passes*, opportunity table access, email newsletters, one signed copy of A Bay Area Guide to Orchids and their Culture)
$500: SFOS Benefactor Membership (includes a mention in one of the newsletters, as well as all items in the Patron level - donation value of $350
$1,000: SFOS Orchid Circle (includes everything in the Benefactor level as well as a donation towards SFOS conservation and education funds with a donation value of $850
*Note that we will track tickets owed or provide a donation acknowledgement letter in lieu of POE tickets if now show occurs in 2021. As a 501(c)(3) Non-Profit Organization, SFOS Memberships and Donations can be claimed as tax deductible.
Please consult your tax professional.
Note that we are no longer using MemberPlanet.
Join us as a member via the website www.orchidsanfrancisco.org
If you want help with this process we can assist you -
email us at email@example.com
If you cannot use the online process, you can still mail a
check along with your contact information to:
PO Box 27145
SF, CA 94127-0145
Have you paid your 2020 Dues?
During the active Shelter-In-Place and while future in-person meetings of the SFOS are suspended, we will do a virtual Show & Tell each month.
If you would like to participate you may either present your blooming plants or growspaces live online or send pictures/videos ahead of time.
Show & Tell Table
Members took pictures of their in-bloom Plants & Growspaces
John Russell McCallen
Wilsonara Pixie 'Christmas Tree'
Cattleya Mini Purple 'Neon' AM/AOS
Sobralia (No ID)
Phalaenopsis pulcherrima var champorensis
Dendrobium formosum 4N
Alternative way to mount Orchids
You can help...
The San Francisco Orchid Society joins other orchid societies and businesses participating in the 1% FOC campaign by committing to budget 1%or more of our net revenue towards orchid conservation projects. For more information:
Upcoming Orchids in the Wild® trips
Please refer to the OCA Website for updates!
For more information, see the OCA website
SFOS Board Meeting Minutes
September 7th, 2020
Attended: Jeff Harris, Faye Rabino, Lynne Murrell, Dave Hermeyer, Stuart Menaker and Lauren Iversen;
Erik Sayle (excused), John Russell McCallen (excused), Christian Neitro
Zoom Board meeting called to order: (7:08 pm)
President's update: Jeff
Embezzlement Case Update: we are continuing to get repayment from Jack on schedule - and next hearing date is Oct 13.
Post-meeting note - was contacted by Filoli Gardens to consider participation again in their 2nd annual Orchid Show in Jan/Feb 2021; will discuss at upcoming meetings as situation evolves.
Treasurer’s report: Faye
Monthly (Aug 2020) finance report presented by Faye
Stuart moved to endorse the monthly finance report and Lauren seconded the motion, which passed unanimously by verbal vote.
Discussion / request / motion from Stuart Menaker for the Board to begin a search for safe investment options (bonds, CDs, etc.) for a portion of our funds sitting in savings to obtain greater interest/returns - Faye seconded this motion and agreed to follow up at next meeting.
VP’s update: Erik - Programming Updates:
Oct 6 - Christian talks on “Deflasking Orchids”
Nov 3 (Election Day!) - John Russell talks on relocating a collection or experience troubleshooting and setting up a new greenhouse
Dec 1 - Steve Frowine to speak on “Fragrant Orchids” - note talk will begin earlier than usual -shortly after meeting commences at the speaker’s request; also a larger number of online nursery gift certificates are being acquired to allow most if not all attending members to receive a “holiday gift” - (Post-meeting note - gift certificate donations confirmed/received: 10x$20 Tiny Jungle; RF Orchids 3x $50; California Orchids 5x$20; SVO 20x20$ subsidized $300; committed from: Orchid Design 15x$20; Tropical Orchid Farm 6x $20, others still being sought)
Jan 5 - Bill Thoms - talk on Bulbophyllums;
Remaining schedule still to be confirmed by Erik - open to suggestions.
Feb 2 - TBD … suggestion to invite Ron Parsons to speak on orchid photography, Bob Hamilton or others on orchid breeding/hybridizing;
Chris Mende/Tony Wells from Tiny Jungle & Lets Talk Plants providing $20 gift credits in lieu of an opportunity table.
POE 2021 - show committee - met Aug 17, 2020 - unlikely to be able to do show in 2021, but will revisit topic in Jan 2021 pending rental reservation policy changes from the SF Rec & Park Sept.
Membership update: (Lauren)
Welcomed 11 new members this past month at the Sept 1 meeting: Judy Hatz, Linda Dawson (household), Julie Ullman (Patron level), Kristine Ichiyanagi, Zoe Martinho (Patron level), Jeff Tyler, Renee Ready (Patron level), Ron Hewlett (household), Jeanne Uzar, Vincent Pietromartire, Peter Lai, Lillian Derrigan.
Sept 1st meeting headcount (~50 RSVPs; 18 people participated in show & tell; ~55 people showed up for the meeting on Zoom - <10 were guests, <5 were lapsed members - rest were current paid members).
Newsletter editor update: (Christian) - reminder to submit contributions including classified ads by the 15th of the month for target e-distribution of newsletter on the 20th of the month; noted he may cut back on size by not including all show & tell photos since they are also on the social media pages and on “members only” part of the website
Online member plant sale updates:
1st Deadline is Sept 14 - sales lists are due to Jeff; Faye/Jeff will handle next steps and notify people involved regarding exact sales and pick up appointments. Pick up of sold plants will be on Sunday Oct 18th for sure (& possibly the afternoon of Saturday Oct 17 if needed/feasible); Online advance sales will end by noon on Thursday Oct 15; Plant Drop off by sellers at Shelldance on Sat Oct 17 around noon/or by appt.
Proposed need for an amendment to the Bylaws to allow for meeting(s) to be conducted virtually by Zoom - Topic raised by Claire Zvanski and Florence Inserto. Board to review current version of the Bylaws (last amended in 2012) and make recommendation to proceed with an amendment or not, and any next steps.
Meeting adjourned at 8:23 pm.
John Russell McCallen
Special Pricing $60.00 for SFOS Members!
Written by Phillip Cribb and Christopher Purver, this 282 page book covers the tropical American species of three genera of slipper orchids, Selenipedium, Mexipedium and Phragmipedium. Beautifully illustrated throughout with color botanical paintings by Carol Woodin, as well as black and white line drawings, color photographs and maps.
To purchase your copy please contact Jeff Harris: firstname.lastname@example.org
Board reviewed options and was divided on whether a change in language is actually absolutely needed to enable meetings and voting to occur via teleconference - but was generally supportive adding something similar to the proposed short version by Claire - Board did not agree that “ability to be seen” is a requirement for official business/voting, though obviously desirable - but will take another month to review and consider for a decision on new language or other edits to the Bylaws at the October Board meeting.
Next Board Meeting: Monday Oct 12 (“Columbus Day”) - Zoom Meeting to be scheduled to start at 7PM
Per Claire Zvanski’s Sept 4th:
I managed to fit the short version and the long version onto one page. Take a look at it. IF you want me to edit it down a but more or change things, let me know. OR, you can put both options before your board and let the decide. The short version was written precisely for the parliamentarian unit so it might need a bit of editing to make it fit SFOS.
The longer version is taken directly from Robert's Rules and fits almost any organization, I think. It is more precise and explains the essential parameters for electronic apps as well as the utensils such as iphones, laptops, etc. You get the point of what needs to happen to make sure there is fair and equal participation. Does not mean that someone who calls in is limited because they can't see or be seen. The ideal is for that but calling in allows them to hear all of the business and as long as they receive materials at some point that might be needed for a decision or for business, then they can call in, participate in the discussion and vote. You get the picture.
Hope this works and if you need something different or modifications, let me know. I'm happy to help.
THE SHORT VERSION:
The SFOS, the Executive Board, and its Committees may meet electronically. A meeting's presiding officer decides whether and how to allow electronic participation, make motions, raise a point of order, and vote consistent with the rules and principles of the parliamentary authority. If electronic participation is allowed, then the right to participate electronically extends equally to all members.
THE LONGER VERSION:
This organization may conduct electronic meetings in part or whole for the general assembly, standing committees, special committees, sub-committees, ad hoc committees, or any other variation of meetings that involve and include members, delegates and alternate delegates where a quorum is present. All attendees and participants must be able to be heard and/or seen so that they can fully participate and be able to vote, when necessary. The electronic meeting or combination, thereof, constitutes a valid meeting such that all attendees are able to hear and be heard simultaneously as if all were present at a regular meeting in one room at one time. The secretary and/or chair must be able to determine if a quorum is present which includes those attending meetings electronically. An invitation with full participation access and information must be provided for all meetings including a telephone option.
The software application used must allow each participant to hear and be heard and/or seen. The organization should purchase the electronic software application that allows for the electronic meeting process.
Rules for participation must be the same as the rules for participation in meetings that are not electronic, including raising hands for recognition, raising a point of order or making motions. Motions may also be submitted in writing in advance or through a written discussion process provided through the software application.
Under no circumstances shall an electronic meeting mean a meeting via email, postal mail, “chat rooms,” fax or any other process that does not meet the basic requirement of being heard and/or seen simultaneously as defined herein.
Edits of Claire Zvanski’s longer proposed text from Dave Hermeyer:
This organization SFOS may conduct electronic meetings in part or whole for the general assembly, standing committees, special committees, sub-committees, ad hoc committees, or any other variation of meetings that involve and include members, delegates and alternate delegates the Executive Board, or other committees, where a quorum is present. All attendees and participants must be able to be heard and/or seen so that they can fully participate and be able to vote, when necessary. The electronic meeting or combination, thereof, constitutes a valid meeting such that if all attendees are able to hear and be heard simultaneously as if all were present at a regular meeting in one room at one time. The secretary and/or chair must be able to determine if a quorum is present which includes those attending meetings electronically. An invitation with full participation access and information must be provided for all meetings including a telephone option.
The software application used must allow each participant to hear and be heard and/or seen. The organization SFOS should purchase the electronic software application that allows for the electronic meeting process.
Rules for participation must be the same as the rules for participation in meetings that are not electronic, including raising hands for recognition, raising a point of order or making motions. Motions may also be submitted in writing in advance or through a written discussion process provided through the software application.
Under no circumstances shall an electronic meeting mean a meeting via email, postal mail, “chat rooms,” fax or any other process that does not meet the basic requirement of being heard and/or seen simultaneously as defined herein.
Full copy of
BYLAWS OF THE SAN FRANCISCO ORCHID SOCIETY
March 11, 2012
ARTICLE I - GENERAL PROVISIONS
Section 1. The name of this corporation is San Francisco Orchid Society, Inc., abbreviated SFOS.
Section 2. The principal office for the transaction of the activities and affairs of the corporation is located at the San Francisco County Fair Building, Golden Gate Park, 9th Avenue & Lincoln Way, in the City and County of San Francisco, California. The Board of Directors (Board) may change the principal office from one location to another. Any change of location of the principal office shall be noted by the secretary on these bylaws opposite this section, or this section may be amended to state the new location. The Board may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to conduct its activities.
Section 3. This corporation is organized and operated exclusively for scientific and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law. Notwithstanding any other provision of these bylaws, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law.
Section 4. Within the context of the general purposes stated above, this corporation shall promote the conservation, preservation of habitat, dissemination of knowledge, information and instruction concerning the culture of orchids, their hybridization, display, arrangement, and exhibition, and related subjects by oral exchange, in writing, by publication, by exhibition, advertisements and any other medium or method, and to promote the exchange of information and research regarding all aspects of orchid culture not only for the education and benefit of the members of the corporation but for all members of the public who are interested in orchids and their culture, hybridization, display, arrangement, and exhibition.
Section 5. In furtherance of the above purposes, the corporation shall have the power to do all other acts necessary or expedient for the administration of the affairs and attainment of the foregoing purposes of the corporation and to exercise all of the powers granted to non-profit corporations organized under the above cited code provisions. The foregoing clauses defining the purposes for which this corporation is formed shall be construed both as objects and powers and the foregoing enumeration of specific purposes and powers shall not be held to limit or restrict in any manner the powers of this corporation.
ARTICLE II – MEMBERSHIP
Section 1. Any person, organization, or firm interested in orchids shall be eligible for membership in this corporation.
Section 2. Membership in this corporation shall be granted to any eligible person or entity filing with the Secretary an application for membership together with the payment of dues.
Section 3. Members shall have the right to vote, as set forth in these bylaws, on the election of directors and officers, on any merger and its principal terms and any amendment of those terms, and on any election to dissolve the corporation and on the disposition of all or substantially all of the corporation's assets. Members in good standing shall be entitled to be nominated, and to serve if elected or appointed to any position, and to participate in all activities of the Society, provided that the member's dues are paid for the current year. In addition, members shall have all rights afforded members under the California Nonprofit Public Benefit Corporation Law.
Section 4. No part of the net earnings of this corporation shall inure to the benefit of any of its directors, trustees, officers, members, or individuals.
ARTICLE III – DUES
Section 1. Dues for the calendar year shall be payable annually in advance on January 1 in an amount as shall be set by the Board of Directors.
Section 2. In their first calendar year of membership, new members joining prior to July 1 shall be subject to dues for the entire calendar year; new members joining subsequently to June 30 shall be subject to dues for that year in an amount equal to one-half of the full annual dues.
Section 3. Those members who have paid the required dues in accordance with these bylaws and who are not suspended shall be members in good standing.
Section 4. No membership or right arising from membership shall be transferred. All membership rights cease on the member’s death or dissolution of an entity.
Section 5. The Board may provide for life memberships and set the dues thereof at its discretion.
ARTICLE IV - TERMINATION AND SUSPENSION OF MEMBERSHIP
Section 1. A membership shall terminate on the occurrence of any of the following events:
a. Resignation of the member. Any member may resign at any time. No cancellation or refund of dues shall be made to any member who may resign.
b. Expiration of the period of membership.
c. Failure of the member to pay dues as set by the Board within 30 days after they become due and payable.
Section 2. A member may be expelled or suspended pursuant to the provisions of Article IV, Section 3 of these bylaws, based on the good faith determination by the Board that the member has failed to observe the rules of conduct of the corporation or has engaged in conduct materially and seriously detrimental to the purposes and interests of the corporation.
Section 3. If grounds appear to exist for expulsion or suspension of a member under Sections 1 and 2 of this article, the procedure set forth below shall be followed:
a. The member shall be given 15 days prior notice of the proposed expulsion or suspension and the reasons for the proposed expulsion or suspension. Notice shall be given by any method reasonably calculated to provide actual notice. Any notice given by mail shall be sent by first-class or registered mail to the member's last address as shown in the corporation's records.
b. The member shall be given an opportunity to be heard, either orally or in writing, at least five days before the effective date of the proposed expulsion or suspension. The hearing shall be held, or the written statement considered, by the Board.
c. Following the hearing, the Board shall decide whether or not the member should be suspended, expelled, or sanctioned in some other way. The decision of the Board, by a vote of at least six members, shall be final.
d. Any action challenging an expulsion or suspension of membership, including a claim alleging defective notice, must be commenced within one year after the date of the expulsion or suspension.
ARTICLE V – MEETINGS
Section 1. Regular monthly meetings of SFOS members shall be held at such time and place as shall be designated by the Board. No business requiring a vote by members shall be transacted at a meeting unless members have been notified in the newsletter or in writing in advance of the proposed business to be transacted at the meeting.
Section 2. The Election Meeting of the corporation shall be held in May of each year at such time and place in the City and County of San Francisco as shall be designated by the Board. The Election Meeting shall be held in conjunction with the regular meeting.
Section 3. Notice of business to be transacted at the next regular monthly meeting may be given by the Board or by the President or by 10 percent or more of the membership.
Section 4. Notice of the Election Meeting, each regular monthly meeting, and any other meetings shall be prepared and mailed by the Secretary or designated assistants to each member at his or her last known address at least ten but no more than 60 days prior to the date of such meeting. The notice shall state the date, time, and place of such meeting. The notice of any special meeting shall also state the purpose of such special meeting. No business, other than the business the general nature of which was set forth in the notice of the meeting, may be transacted at any meeting.
Section 5. An affidavit of the mailing of any notice of any members' meeting may be executed by the secretary, assistant secretary, or any agent of the corporation, and if so executed, shall be filed and maintained in the corporation's minute book.
Section 6. Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:
Removing a director without cause.
Filling vacancies on the Board.
Amending the articles of incorporation.
Electing to wind up and dissolve the corporation
Section 7. At any members' meeting of the SFOS, fifty members shall constitute a quorum for the transaction of business.
Section 8. Subject to Section 7 of this Article, the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, even if enough members have withdrawn to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
Section 9. Any members' meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting. No meeting may be adjourned for more than 45 days. When a members' meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.
ARTICLE VI – VOTING
Section 1. Subject to the provisions of the California Nonprofit Public Benefit Corporation Law, members entitled to vote at any meeting of members shall be members in good standing as of the date of the commencement of the meeting.
Section 2. Voting may be by voice or ballot.
Section 3. Members holding individual, organization, and business memberships shall be entitled to cast one vote on each matter submitted to a vote of the members. Household memberships of more than one individual shall be entitled to cast a total of two votes on each matter submitted to a vote of the members.
Section 4. If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter shall be the act of the members, unless the vote of a greater number is required by the California Nonprofit Public Benefit Corporation Law or by the articles of incorporation.
Section 5. The transactions of any meeting of members, however called or noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (1) a quorum is present, and (2) either before or after the meeting, each member entitled to vote, not present in person, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting.
The waiver of notice, consent, or approval need not specify either the business to be transacted or the purpose of any meeting of members, except that if action is taken or proposed to be taken for approval of any of those matters in Section 6 of Article V of these bylaws the waiver of notice, consent, or approval shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 6. A member's attendance at a meeting shall also constitute a waiver of notice of and presence at that meeting, unless the member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included, if that objection is expressly made at the meeting.
Section 7. Any action required or permitted to be taken by the members may be taken without a meeting, if all members consent in writing.
ARTICLE VII – OFFICERS
Section 1. The Officers of this Society shall be:
A President, Vice President, Chief Financial Officer, and Secretary, all of whom shall be elected by the members annually.
Such other Officers as may be deemed necessary by the Board of Directors, which Officers shall be appointed by the President.
ARTICLE VIII - BOARD OF DIRECTORS
Section 1. There shall be a Board of Directors consisting of eleven members selected as follows:
The President, the Vice President, the Chief Financial Officer, The Show Chair, the Membership Chair, and the Secretary as ex-officio Directors.
The most recent ex-President consenting to serve as a non-elective Director.
Four Directors other than the aforementioned Officers and ex-President, who shall be elected by the members annually.
Section 2. Full authority necessary for the operation of the Society and the management of its affairs and activities shall be vested in the Board of Directors.
Section 3. The Board of Directors shall meet monthly at a time and place designated by the President. At such meetings a majority of the actual number of filled positions on the Board of Directors shall constitute a quorum.
Section 4. At their May meeting the retiring Board of Directors shall meet with the newly elected Board of Directors to ensure an orderly transition of duties.
Section 5. Any Officer or Director may be removed from office by a vote of five members of the Board of Directors to do so when, in their judgment, such Officer or Director shall have failed to perform duties adequately or shall have become unable to do so.
Section 6. The Board shall adopt a budget for the coming fiscal year not later than its May meeting.
Section 7. Without the approval of the members, the Board may not adopt, amend, or repeal any bylaws that would:
a. Increase or extend the term of any Director.
b. Allow any Director to hold office by designation or selection rather than by election of the members.
c. Increase the quorum for members' meetings.
ARTICLE IX - DUTIES OF OFFICERS
Section 1. The President shall be the chief executive Officer of this Society, shall preside at all meetings of the Society and of the Board of Directors, shall appoint and be an ex officio member of all Committees, shall approve all bills before payment, and shall exercise general supervision over the affairs and activities of the Society.
Section 2. The Vice President shall assume the duties of the President during the absence of that Officer, and shall perform other duties as may be requested by the Board of Directors.
Section 3. The Secretary shall attend to the following:
a. Book of minutes. The Secretary shall keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all business meetings and actions of the SFOS and its Board of Directors.
b. Notices and other duties. The Secretary shall give, or cause to be given, notice of all meetings of the members of the Board of Directors required by the bylaws to be given. He or she shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the bylaws.
Section 4. The Chief Financial Officer shall attend to the following:
Books of account. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including monthly accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, fund balances, and other matters customarily included in financial statements. The books of account shall be open to inspection by any member upon reasonable notice.
Deposit and disbursement of money and valuables. The Chief Financial Officer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors; shall disburse the funds of the corporation as may be ordered by the Board of Directors; shall render to the President and Directors, at each Board meeting, an account of all his or her transactions as Chief Financial Officer and of the financial condition of the corporation; and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the bylaws.
Bond. If required by the Board of Directors, the Chief Financial Officer shall give the corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of his or her office and for restoration to the corporation of all its books, papers, vouchers, money, and other property of every kind in his or her possession or under his or her control on his or her death, resignation, or removal from office. Should such bond be required, the corporation shall bear the cost of obtaining such bond from a bonding agency.
Budget. The Chief Financial Officer shall submit to the Board for its approval a proposed budget for the coming fiscal year not later than the April Board meeting.
Section 5. The Membership Chairperson shall keep, or cause to be kept, at such place as determined by resolution of the Board of Directors, a record of the corporation’s members, showing the names of all members, their addresses, and the class of membership held by each.
Section 6. The Show Chairperson(s), under the general and budgetary supervision of the Board of Directors, shall plan and mount an annual public educational show of orchids and related items that emphasize the culture, botany, display and use, and the breeding and horticulture of orchids. This shall include the selection of assistants, preparation of a budget and show schedule, arrangement of physical facilities and security, and cleanup after the show. To this end the Show Chairperson(s) shall appoint such subcommittees as may be necessary.
Section 7. Other Officers who may be appointed shall perform such duties as may be directed by the Board of Directors.
Section 8. Any tax returns, financial statements, affidavits, or other documents required by law shall be prepared, executed, and filed by the Officers specified by law.
Section 9. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be determined by resolution of the Board of Directors to be just and reasonable
ARTICLE X - MAINTENANCE OF CORPORATE RECORDS
Section 1. The corporation shall keep:
Adequate and correct books of records of account.
Written minutes of proceedings of its members, Board, and committees of the Board or membership.
A record of each member's name, address, and class of membership.
Section 2. The corporation shall keep at its principal office the original or a copy of the articles of incorporation and bylaws, as amended to date, which shall be open to inspection by the members at all reasonable times during normal business hours.
ARTICLE XI – ELECTIONS
Section 1. Nomination by Committee: The chair of the Board, or the President if there is no chair, shall appoint a committee to select qualified candidates to the Board at least 120 days before the date of any election of directors. The Nominating Committee shall make its report at least 90 days before the date of the election, and the Secretary shall forward to each member, with the notice of the meeting required by these bylaws, a list of all candidates nominated by the committee under this section.
Section 2. Solicitation of Votes: The Board shall formulate procedures that allow a reasonable opportunity for a nominee to communicate to members the nominee's qualifications and reasons for the nominee's candidacy, a reasonable opportunity for the nominee to solicit votes, and a reasonable opportunity for all members to choose among the nominees.
Section 3. Use of Corporate Funds: No corporate funds may be expended to support a nominee for Director after more people have been nominated for Director than can be elected.
Section 4. In the notice of the Election Meeting of the Society, which will be held in May, the Secretary shall include the names of the nominees with the respective names of the positions for which they have been nominated, specifying these to be the nominees of the Nominating Committee. The Nominating Committee's designation of the most recent ex-President willing and able to serve as a non-elected director shall also be included in the notice.
Section 5. The Election Meeting:
Election of Officers: At the Election Meeting the Nominating Committee shall read its report, after which nominations shall be open for additional nominations for President, Vice President, Secretary, Chief Financial Officer and the four directorships. After nominations have been closed, a separate written ballot shall be taken to fill each of these offices, or, if there is no objection, vote may be taken by a show of hands for each office or for the entire slate. A majority of votes cast shall elect.
Other Nominations: At the Election Meeting nominations will be accepted from the floor prior to the voting. Any member present at the meeting in person or by proxy may place names in nomination. It is the responsibility of the Officer presiding at the meeting to ensure that the individual making such floor nomination is a voting member in good standing and that the proposed nominee is a qualified candidate.
Section 6. The elected Officers and Directors shall serve for a term of one year, commencing with their installation at the June meeting of the Society and ending with the installation of their successors.
Section 7. Appointed Officers shall serve from the date of their appointment until their successors have been appointed, at which time they shall promptly deliver to their successors all Society records and properties that have been in their possession or custody.
Section 8. No President, Vice President, Secretary, Chief Financial Officer or Director shall serve in the same capacity for more than five consecutive terms.
Section 9. Vacancies occurring in any Office or Directorship shall be filled for the unexpired term through appointment by the Board of Directors.
ARTICLE XII – PARLIAMENTARY AUTHORITY
Section 1. Where no specification has been made to the contrary in these bylaws of this Society, the parliamentary authority shall be Robert's "Rules of Order," latest edition.
ARTICLE XIII - AMENDMENTS
Section 1. Any proposed amendment to the bylaws must be submitted in writing to the Board of Directors and signed by no less than 15 members of this Society. Such a proposed amendment must be presented to be read at a regular monthly meeting of this Society.
Section 2. Within 25 days after such presentation of a proposed amendment, the Secretary shall mail to each member at his last known address notification of the proposed amendment.
Section 3. At the next regular monthly meeting of this Society following presentation of the proposed amendment, it shall be read prior to the taking of a vote thereon. The proposed amendment shall be adopted if approved by ballot, or, if there is no objection, by a show of hands by two-thirds of the members present and voting.
ART1CLE XIV - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
Section 1. Definitions: For the purpose of this Article:
"Agent" means any person who is or was a director, officer, employee, or other agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of this corporation or of another enterprise at the request of the predecessor corporation.
"Proceedings" means any threatened, pending, or contemplated action or proceeding, whether civil, criminal, administrative or investigative.
"Expenses" includes, without limitation, all attorney's fees, costs, and any other expenses incurred in the defense of any claims or proceedings against an agent by reason of his or her position or relationship as agent and all attorney's fees, costs, and other expenses incurred in establishing a right to indemnification under this Article.
Section 2. Successful defense by agent: To the extent that an agent of this corporation has been successful on the merits in the defense of any proceedings referred to in this Article or in the defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.
Section 3. Actions brought by person other than the SFOS: Subject to the required findings to be made pursuant to Section 5, below, this corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding (other than an action brought by or in the right of this corporation to procure a judgment in its favor, or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust) by reason of the fact that such person is or was an agent of this corporation, for all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding.
Section 4. Action brought by or on behalf of the corporation:
Claims settled out of court: If any agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of this corporation, with or without court approval, the agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or other disposition or for any expenses incurred in defending against the proceedings, unless it is settled with the approval of the Attorney General.
Claims and suits awarded against agent: This corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action brought by or on behalf of this corporation by reason of the fact that the person is or was an agent of this corporation, for all expenses actually and reasonably incurred in connection with the defense of that action, provided that both of the following are met:
i. The determination of good faith conduct required by Section 5, below, must be made in the manner provided for in that section; and
ii. Upon application, the court in which the action was brought must determine that, in view of all the circumstances of the case, the agent should be entitled to indemnity for the expenses incurred. If the agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed.
Section 5. Determination of agent's good faith conduct: The indemnification granted to an agent in Section 3 and 4 above is conditioned on the following:
Required standard of conduct: The agent seeking reimbursement must be found, in the manner provided below, to have acted in good faith, in a manner he or she believed to be in the best interest of this corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he or she reasonably believed to be in the best interest of this corporation or that he or she had reasonable cause to relieve that his or her conduct was unlawful. In the case of a criminal proceeding, the person must have had no reasonable cause to believe that his or her conduct was unlawful.
Manner of Determination of Good-Faith Conduct and Approval of Indemnity: On written request to the Board by any person seeking indemnification under Section 5238 (b) or Section 5238 (c) of the California Corporations Code, the Board shall promptly determine under Section 5238 (e) whed1er the applicable standard of conduct set forth in Section 5238 (b) or Section 5238 (c) has been met, and if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought prevents formation of a quorum of Directors who are not parties to the proceeding, the Board shall promptly call a meeting of the members. At that meeting, the members shall determine whether the applicable standard of conduct set forth in Section 5238 (b) and Section 5238 (c) has been met, and if so, the members present at the meeting in person or by proxy shall authorize indemnification.
Section 6. Limitations: No indemnification or advance shall be made under this Article, except as provided in Sections 3 and 4 in any circumstance when it appears:
That the indemnification or advance would be inconsistent with a provision of the articles, a resolution of the members, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts paid, which prohibits or otherwise limits indemnification; or
That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.
Section 7. Advance of expenses. Expenses incurred in defending any proceeding may be advanced by this corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined ultimately that the agent is entitled to be indemnified as authorized in this article.
Section 8. Contractual rights of non-Directors and non-Officers. Nothing contained in this Article shall affect any right to indemnification to which persons other than Directors and Officers of this corporation, or any subsidiary hereof, may be entitled by contract or otherwise.
Section 9. Insurance. The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law, on behalf of its Officers, Directors, employees, and other agents and against any liability except self-dealing asserted against or incurred by any Officer, Director, employee, or agent in such capacity or arising out of the Officers, Directors, employee's, or agent's status as such, whether or not the corporation would have the power to indemnify the agent against that liability under the provisions of this article.
ARTICLE XV: DISSOLUTION OF THE CORPORATION
Section 1. On the winding up and dissolution of the corporation, after paying or adequately providing for the debts, obligations, and liabilities of the corporation, the remaining assets of the corporation shall be distributed to such organizations organized and operated exclusively for the scientific and educational purpose of disseminating information about the culture of orchids, their habitat, their hybridization, display, arrangement, exhibition, and related subjects, which has established its tax-exempt status under Section 501 (c) (3) of the Internal Revenue Code of 1986 or the corresponding provision of any future U. S. internal revenue law, and which has established its tax-exempt status under Section 23701 (d) of the California Revenue & Taxation Code, or the corresponding section of any future California revenue and taxation code.
Section 2. The designation in this Article XV is irrevocable.
I certify that I am the duly appointed and acting Secretary of the San Francisco Orchid Society, a California public benefit non-profit corporation, that the above bylaws, consisting of 12 pages, are the bylaws of this corporation as adopted by the members on October 15, 1996, amended on February 3, 2009, and on January 3, 2012, that they have not been amended or modified again since that date.
Original signed by Kay Klumb
Executed on March 11, 2012, at San Francisco, California
Note - given references above to “California Nonprofit Public Benefit Corporation Law” updates regarding electronic means of communication are already incorporated unless otherwise stipulated in individual organization’s Bylaws:
Corporations Code - CORP
TITLE 1. CORPORATIONS [100 - 14631] ( Title 1 enacted by Stats. 1947, Ch. 1038. )
DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. )
PART 2. NONPROFIT PUBLIC BENEFIT CORPORATIONS [5110 - 6910] ( Part 2 added by Stats. 1978, Ch. 567. )
CHAPTER 2. Directors and Management [5210 - 5260] ( Chapter 2 added by Stats. 1978, Ch. 567. )
ARTICLE 1. General Provisions [5210 - 5215] ( Article 1 added by Stats. 1978, Ch. 567. )
(a) Unless otherwise provided in the articles or in the bylaws, all of the following apply:
(1) Meetings of the board may be called by the chair of the board or the president or any vice president or the secretary or any two directors.
(2) Regular meetings of the board may be held without notice if the time and place of the meetings are fixed by the bylaws or the board. Special meetings of the board shall be held upon four days’ notice by first-class mail or 48 hours’ notice delivered personally or by telephone, including a voice messaging system or by electronic transmission by the corporation (Section 20). The articles or bylaws may not dispense with notice of a special meeting. A notice, or waiver of notice, need not specify the purpose of any regular or special meeting of the board.
(3) Notice of a meeting need not be given to a director who provides a waiver of notice or consent to holding the meeting or an approval of the minutes thereof in writing, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to that director. These waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.
(4) A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of an adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
(5) Meetings of the board may be held at a place within or without the state that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, designated in the bylaws or by resolution of the board.
(6) Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or electronic transmission by and to the corporation (Sections 20 and 21). Participation in a meeting through use of conference telephone or electronic video screen communication pursuant to this subdivision constitutes presence in person at that meeting as long as all directors participating in the meeting are able to hear one another. Participation in a meeting through use of electronic transmission by and to the corporation, other than conference telephone and electronic video screen communication, pursuant to this subdivision constitutes presence in person at that meeting if both of the following apply:
(A) Each director participating in the meeting can communicate with all of the other directors concurrently.
(B) Each director is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.
(7) A majority of the number of directors authorized in or pursuant to the articles or bylaws constitutes a quorum of the board for the transaction of business. The articles or bylaws may require the presence of one or more specified directors in order to constitute a quorum of the board to transact business, as long as the death or nonexistence of a specified director or the death or nonexistence of the person or persons otherwise authorized to appoint or designate that director does not prevent the corporation from transacting business in the normal course of events. The articles or bylaws may not provide that a quorum shall be less than one-fifth the number of directors authorized in or pursuant to the articles or bylaws, or less than two, whichever is larger, unless the number of directors authorized in or pursuant to the articles or bylaws is one, in which case one director constitutes a quorum.
(8) Subject to the provisions of Sections 5212, 5233, 5234, 5235, and subdivision (e) of Section 5238, an act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board. The articles or bylaws may not provide that a lesser vote than a majority of the directors present at a meeting is the act of the board. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting, or a greater number required by this division, the articles, or the bylaws.
(b) An action required or permitted to be taken by the board may be taken without a meeting if all directors individually or collectively consent in writing to that action and if, subject to subdivision (a) of Section 5224, the number of directors then in office constitutes a quorum. The written consent or consents shall be filed with the minutes of the proceedings of the board. The action by written consent shall have the same force and effect as a unanimous vote of the directors. For purposes of this subdivision only, “all directors” does not include an “interested director” as defined in subdivision (a) of Section 5233 or a “common director” as described in Section 5234 who abstains in writing from providing consent, if (1) the facts described in paragraph (2) or (3) of subdivision (d) of Section 5233 are established or the provisions of paragraph (1) or (2) of subdivision (a) of Section 5234 are satisfied, as appropriate, at or prior to execution of the written consent or consents; (2) the establishment of those facts or satisfaction of those provisions, as applicable, is included in the written consent or consents executed by the noninterested or noncommon directors or in other records of the corporation; and (3) the noninterested or noncommon directors, as applicable, approve the action by a vote that is sufficient without counting the votes of the interested directors or common directors.
(c) Each director shall have one vote on each matter presented to the board of directors for action. A director shall not vote by proxy.
(d) The provisions of this section apply also to incorporators, to committees of the board, and to action by those incorporators or committees mutatis mutandis.
(Amended by Stats. 2019, Ch. 497, Sec. 32. (AB 991) Effective January 1, 2020.)
Robert's Rules of Order Newly Revised, commonly referred to as Robert's Rules of Order, RONR, or simply Robert's Rules, is the most widely used manual of parliamentary procedure in the United States. It governs the meetings of a diverse range of organizations—including church groups, county commissions, homeowners associations, nonprofit associations, professional societies, school boards, and trade unions—that have adopted it as their parliamentary authority.
The manual was first published in 1876 by U.S. Army officer Henry Martyn Robert, who adapted the rules and practice of Congress to the needs of non-legislative societies. Ten subsequent editions have been published, including major revisions in 1915 and 1970. The copyright to Robert's Rules of Order Newly Revised is owned by the Robert's Rules Association, which selects by contract an authorship team to continue the task of revising and updating the book. The 12th and current edition was released on September 1, 2020.
In 2005, the Robert's Rules Association published an official concise guide, titled Robert's Rules of Order Newly Revised In Brief. A third edition of the brief book was published in 2020.
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