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Policy Guidelines for Chapter Deactivation

Guidelines for Chapter Deactivation

Chapters are the backbone, and the heart and soul of WNPS. Each chapter is as unique as its membership, what brings us together is our common interest in native flora, this gives WNPS its strength as an organization. Chapters have considerable autonomy over their affairs and level of activity. Chapters have their own officers, manage their finances, and select their own projects according to interests of local members. Legally, however, chapters all are part of one incorporated non-profit organization, the Washington Native Plant Society.

A chapter is considered active if it holds annual elections, conducts at least one activity per year and provides one annual written report to the WNPS Board of Directors. From time to time a chapter will find itself struggling to continue as an active chapter. In order to protect the Society’s assets, including but not limited to chapter financial assets, and control of potential liabilities the Washington Native Plant Society believes it is necessary to develop a policy which provides for an orderly transition.

Circumstances for Chapter Deactivation

Deactivation of a chapter should require a positive action by the WNPS Board of Directors.

  1. The Board should consider deactivation under the following conditions:
    1. The Board of the Chapter notifies the WNPS Board that the chapter is no longer active or requests deactivation,
    2. There have been no regular or special chapter meetings for one calendar year,
    3. The terms of office of all chapter officers have expired and no election has been scheduled,
    4. A chapter has acted and is acting in such a manner as to jeopardize the non-profit status of the organization.
    5. A chapter is not acting in accordance with the Washington Native Plant Society Bylaws.

Process for Chapter Deactivation

Prior to deactivation of a chapter, every reasonable effort should be made to keep the chapter functional. The process should be a two part process including: (1) a motion to investigate whether there is cause to deactivate a chapter, and (2) if the investigation so determines, a motion to deactivate.

As a part of the investigation, the WNPS Board will:

  1. Contact the last officers of record to determine if there is sufficient interest to continue the chapter’s function and, if that result is negative,
  2. Contact by mail all known members of the chapter to determine if there is sufficient interest to reorganize or restructure the chapter under the guidance of the WNPS Board.

If the WNPS Board votes to deactivate a chapter, the following steps will be taken:

  1. The President will appoint three members of the WNPS Executive Board, including the Treasurer to serve as trustees for the chapter and its assets;
  2. The trustees will oversee the orderly deactivation of the chapter and assure that any fiscal assets are retained by WNPS,
  3. All payment of dues money from the WNPS State dues to the chapter shall be immediately discontinued,
  4. All financial assets of the chapter will be held in trust for the chapter for a minimum of two years to be returned in case the chapter is reactivated,
  5. All records will be collected and maintained at the state office,
  6. All known members of the chapter will be notified of the actions and given options of affiliating with other chapters or remaining as unaffiliated members.

Chapter Reactivation

The trustees’ role, in addition to protecting assets, is to seek opportunity to reactivate the chapter.

A chapter that has been deactivated by formal action of the WNPS Board requires formal Board action to reactivate and:

  1. Election of officers for the chapter,
  2. Scheduling of one or more formal functions each calendar year.

If the chapter is reactivated within two calendar years from deactivation, all financial assets shall be restored to the chapter. Restoration after two years shall be at the discretion of the WNPS Board of Directors.

Approved by the Executive Board: October 22, 2005

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Updated: March 5, 2015
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