Section I.         Name/History/Affiliation
The Society of Municipal Arborists was founded on October 8, 1964 in Olmsted Falls, Ohio by a group of dedicated past and present municipal arborists who felt a great need for an exclusive society devoted entirely to research subjects related to their particular profession.  Officers were elected at an organizational meeting of the Society in Philadelphia, PA., February 19-20, 1965.  An emblem and slogan "Trees ARE the City" were adopted in April, 1965.  The first annual meeting of the society was held in Philadelphia, PA on October 1-2, 1965.  The Society was incorporated in the State of Ohio as a non-profit corporation, February 25, 1981.  The Society became a professional affiliate of the International Society of Arboriculture, hereinafter referred to as the I.S.A., upon the August 14, 1996 merger with the Municipal Arborists and Urban Foresters Society. The Society shall be a professional affiliate of the International Society of Arboriculture, hereinafter referred to as the I.S.A.

Section II.       Objectives
The objectives of this Society shall be:
A.        To promote and improve the practice of professional municipal arboriculture.
B.         To stimulate greater interest in the planting and preservation of shade trees and other landscape plants.
C.        To promote public attention to, and to develop a greater public appreciation of trees and other landscape plants for shade and landscape value, and to promote cooperation in the conservation of trees and in the beautification of urban areas.
D.        To recommend and uphold a Code of Ethics established to maintain a high level of practice by those engaged in the profession.
E.         To initiate and support scientific investigation of problems pertaining to Municipal arboriculture and to publish the results of such investigation.
F.         To sponsor an Annual Meeting, and such other meetings as may be designated by the Executive Board, devoted to the exchange and presentation of information of interest and value to professional municipal arborists and others interested in improving tree planting and maintenance practices.
G.        To administer a separate fund or funds organized exclusively for education and research purposes relating to the practice of municipal arboriculture, and/or to work with the I.S.A. Tree Research and Education Endowment Fund for the same purposes.

Section III.      Membership
A.        The Society membership shall be composed of professional, (including senior, student, and honorary life), corporate, municipal, affiliate, and honorary members.  Membership in the I.S.A. is encouraged, but not required.
B.         Professional Membership shall be open to any individual actively engaged in the practice, promotion, or study of municipal arboriculture.  Members may include: municipal arborists, urban and community foresters, city horticulturists, members of tree boards, commissions, or organizations, tree wardens, consultants, municipal officials, and students.
Professional member applicants may request in writing the following professional membership sub-categories if applicable.
Senior Membership: shall be limited to Professional members who have been members in good standing for a minimum of 10 years and who are retired from active practice.
Student Membership: shall be limited to Professional member applicants who are full time students enrolled in courses in arboriculture, or supporting and allied fields in an accredited institution, college, or university, at the undergraduate or graduate level.  Student Membership shall be conferred upon the annual written recommendation of the applicant's faculty advisor or department head.
C.        Honorary Membership in the Society shall be limited to individuals who are not members of the Society, who have made material contributions to the advancement of arboriculture either through research, field practice, promotion, invention, or literature.  The Executive Board of the Society is empowered to award by a two-thirds vote the Honorary Membership to not more than one individual annually.  Honorary Life membership may be conferred upon any Professional member by the Executive Board upon a 2/3 vote of the Board.  No more than one Honorary Life membership shall be awarded per year.
D.        Corporate Membership shall be limited to commercial companies representing materials, services and equipment used in the field of arboriculture.
E.         Municipal membership shall be limited to incorporated cities, villages, and towns and Municipal members shall be entitled to include up to six individuals as part of a Municipal membership.
F.         Affiliate membership shall be open to any non-professional individual who is not eligible for membership in another category, including members of non-profit organizations, state/provincial council or committee members, educators, government employees/appointees/volunteers, or allied professionals not currently employed in urban forestry work,
G.        Membership.  Any person desiring membership in the Society shall complete a membership application and forward said application, along with dues payment, to the Executive Director or the ISA office. Any person not receiving membership status shall have the right to file a written appeal to the Executive Board.
 H.       Termination of Membership.  Any Society member may be suspended or membership terminated for just cause.  Sufficient cause for such suspension of termination shall be (1) nonpayment of dues, (2) violation of any of the provisions of the Articles of Incorporation, Bylaws, agreements, rules or practices properly adopted by the society, or (3) any other conduct prejudicial to the interests of the Society.  Such suspension or termination shall be by two-thirds vote of the Executive Board of the Society after due notice and opportunity of a hearing.

Section IV.      Dues, Membership Privileges, and Voting Privileges
A.        Membership dues shall be assessed upon acceptance of proper and authorized membership application. Membership privileges exclusive of voting rights shall for each category of membership be determined by the Executive Board.
B.         Professional members shall pay annual Society dues as adopted by the Executive Board.  Professional members shall have the right to vote on all matters coming before the Society.
Senior Professional members shall pay annual Society dues as adopted by the Executive Board.  Senior members shall have all the privileges of Professional members.
Student Professional members shall pay annual Society dues as adopted by the Executive Board.  Student members shall have the privileges designated by the Executive Board.
C.        Honorary members of the Society shall hold membership for one year without payment of dues, and shall have all the privileges of Professional members.  Honorary Life members of the Society shall hold membership for life without payment of dues, and shall have all the privileges of Professional members.
D.        Corporate members shall pay annual society dues as adopted by the Executive Board.  Corporate members shall have the right to designate one company representative to vote on behalf of the Corporate member. Such designation shall be in writing and filed with the Executive Director.
E.         Municipal members shall pay annual society dues as adopted by the Executive Board. Municipal members shall have the right to designate one representative to vote on behalf of the municipality, and may include as a component of membership up to five additional non-voting members. Designation of a voting representative shall be done in writing and filed with the Executive Director.
F.         Affiliate members shall pay annual society dues as adopted by the Executive Board.  Affiliate members shall have no voting rights.
G.        The fiscal year of the Society shall be from January 1 to December 31.  The membership year of the Society shall be from January 1 to December 31.   Members are in arrears for nonpayment of dues as of February 1.  After May 1, all members in arrears are ineligible to vote, hold office, be a candidate for office, or receive the official publication or other publications of the Society until their dues are paid.
H.        Return of dues.  No member shall be entitled to return of dues upon discontinuance of his/her membership.
I.          Payment of Dues.   The annual dues shall be payable by January 1st of each year.  New members joining prior to October 1st shall pay full dues for the current membership year; from October 1st to the end of the year, dues shall be credited towards the next full membership year.

Section V.        Chapter Organizations
A.        Upon request by a sufficient number of qualified persons (with a minimum of 25 professional members) within a specified country, province, state, or equivalent governmental subdivision, the Executive Board may grant a charter to that group to operate as a chapter.
B.         Chapters shall elect their own slate of officers with the same terms of office and duties as specified under Section VI.  The Chapter shall submit to the President and Executive Director of the Society, an annual financial statement and a current list of all members in good standing by July 1st of each year.  The Chapter shall set its own dues, which shall be paid in addition to any applicable SMA dues.
C.        A chapter meeting shall be held within a period of 90 days prior to the annual Society meeting.  Minutes from all meetings shall be transmitted to the President and Executive Director within 30 days.  An annual report may be submitted for publication purposes.

Section VI.      Officers and Executive Board
A.        Officers.  The officers of the Society shall be the President, Vice-President, and Immediate Past-President. The President, Vice-President and Immediate Past-President shall be chosen from the professional membership for one-year terms and shall not serve for more than one full consecutive term. The officers are empowered to perform those duties designated by the Bylaws.
B.         Executive Board.  The governing body of the Society is the Executive Board, which has authority and is responsible for the supervision, control and direction of the Society. The Executive Board shall consist of the Officers, five (5) at-large members duly elected by the Society, plus an ISA Representative.  The ISA Representative shall be appointed by the Executive Board as a non-voting member of the Executive Board. At-large members shall serve a three-year term and shall not serve for more than two consecutive terms.  
C.        Nominating Committee.  There shall be a Nominating Committee which shall consist of three or more members appointed by the President.  The President shall appoint one of these members as Chairperson. The Committee shall solicit and receive nominations from the membership for all officers and Executive Board members elected by the membership.  The Committee shall work with the Executive Director to ensure that all election procedures set forth in the Articles of Incorporation and Bylaws are observed.
D.        Nomination of Officers and Executive Board. For a member to be nominated for an office, he/she must have been a professional member in good standing for the last three (3) years and have attended one (1) of the past two (2) Society Annual meetings, or have participated in an SMA sponsored event such as ISA PA Day or the Municipal Forestry Institute, or have served on an SMA committee within the past 2 years.  Nominees for Vice President shall in addition, have a minimum of three (3) years experience in the employ of a governmental unit while providing arboricultural/urban forestry services and a minimum of one (1) year of experience as a member of the Executive Board.  Nominations will be received from the general membership by the Nominating Committee no later than 60 days prior to the meeting.  As an ex-officio member of the nominating committee the Executive Director will contact every person who is nominated for office to ascertain if it is their desire to run for said office.  Any nominee may refuse a nomination at his/her discretion.
E.         Election of Officers and Executive Board. The officers and directors shall be elected by mail ballot. The Executive Director shall distribute a ballot to each voting member at least 45 days before the annual meeting. Ballots may be distributed and cast by postal mail, electronic mail, or by other means of electronic transmission as specified by the Executive Director.
F.         Consecutive Term Limitations. The Vice-President shall hold office for one year and shall not serve more than one full consecutive term.  The Vice-President shall then ascend to the office of President for a one-year term.  No President shall serve more than one full consecutive term.  At-large members of the Executive Board shall be elected for a three-year term and shall not serve for more than two consecutive terms. 
G.        Term of Office.  All voting members of the Executive Board, newly elected, shall take office at the close of the current Annual Meeting, and shall hold office until their term expires and they are replaced in office.  In the event an officer or Board member is unable to complete his/her term, the Executive Board shall appoint by a majority vote, an acting officer or Board member to serve until the next annual election, except that if the Presidency is vacated, the Vice-President shall serve the remainder of the vacated term.
H.        Duties and Powers of Officers and Executive Board.
President.  The President shall act as presiding officer at all meetings of the Society and the Executive Board.  The President shall convene the Executive Board whenever, in his or her opinion, the affairs of the Society demand or upon written request of any three members of the Executive Board.  The President shall appoint all standing committee chairs at the time he/she takes office and may appoint temporary committees to act during his or her term of office or at the Annual Meeting.  The President shall serve as Immediate Past-President upon completion of his/her term in office.
Vice-President.  The Vice-President shall assist the President and, in the event of absence or disability of the President, shall perform the duties of the President. The Vice-President shall succeed the President in office.
Executive Board.  The Executive Board shall be responsible for and have the general supervision of the officers in the discharge of their duties. The Board shall designate the time and place of the Annual Meeting, supervise the Society's financial affairs, set annual dues for the Society, and fill vacancies which may occur in any elective or appointed office of the Society.  It shall approve all just bills, but in no case shall the Executive Board obligate the Society financially beyond the available funds in the treasury without specific empowerment by vote of the members of the Society.  It shall require an annual audit of the books of the Society prior to the Annual Meeting.  It shall handle such other Society affairs as may be brought to its attention by the appointed committees or by individual members of the Society.  It may administer a separate tax exempt fund or funds organized exclusively for educational and research purposes relating to the practice of municipal arboriculture.  The Executive Board authorizes the mailing of ballots on urgent matters of policy between scheduled Board Meetings. 
I.          Voting. A majority of the whole Executive Board shall constitute a quorum. The act of the majority of the Executive Board members present at a meeting at which a quorum is present shall be the act of the Executive Board. A tie vote of the Board shall be considered a failure of the motion. Meetings may be held via telephone conference call. The board may act via means of authorized communication equipment. Authorized communication equipment includes facsimile, electronic mail transmission, and other electronic means by which it can be determined that the transmission was authorized by and accurately reflects the intention of the director involved and allows all persons participating in the meeting to contemporaneously communicate with each other. If voting by facsimile or electronic mail, a deadline for response shall be set. The act of the majority of Executive Board voting by the deadline shall be the act of the Executive Board.
J.         Executive Director.  The Executive Board may employ an Executive Director. The Executive Director reports to the President, and is employed by the Society under terms approved by the Executive Board.  He/she is responsible for the overall management of the organization and shall see that policies, procedures, directives and other orders of the Executive Board are carried out.  He/She shall maintain the financial records and serve as Secretary/Treasurer.  He/She shall receive and disburse funds as ordered by the Executive Board.  He/She may be bonded at the Society's expense for an amount deemed suitable by the Executive Board.  He/She shall be responsible for development, organization and implementation of programs and support of committee activities that will further the objectives of the Society.  He/She shall employ the appropriate staff necessary to carry out the administrative activities of the organization subject to the budget approved by the Executive Board.  He/She shall attend the Society's meetings and other allied Green Industry meetings and activities, where feasible, and participate in presentation of any programs that may conceivably further the objectives of the Society.  He/She shall provide support for the organization of the Annual Meeting, and other meetings as deemed advisable by the Executive Board.  He/She shall be responsible for carrying out other duties or programs that may be directed by the Executive Board and shall present an annual report to the membership and such other reports as the Executive Board shall direct.  The Executive Director shall receive such remuneration for services and travel expenses as the Executive Board may approve.
Annual performance goals for the Executive Director shall be established by the President as approved by the Executive Board.  The President, assisted by the Past President and Vice President, shall perform an annual evaluation of the Executive Director and present the results to the Executive Board.

Section VII.     Committees
The Society may have such committees deemed advisable by the Executive Board and appointed by the President.

Section VIII.   Meetings
A.        Annual Meeting. There shall be an Annual Meeting of the Society at such time and place as may be designated by the Executive Board. The Annual Meeting shall include a business meeting of the Society, discussions of interest and value to municipal arborists, and educational and commercial exhibits and/or demonstrations.  The Annual Meeting will be held in a member’s city as approved by the Executive Board.  Notice of meetings shall be delivered no less than ninety days before the date of the meeting to each member entitled to vote at such meetings. The Society may also, at the invitation of the I.S.A., develop and promote an S.M.A. program for the Professional Affiliate’s Day at the annual I.S.A. Conference.
B.         Special Meetings. Special meetings may be called at any time by the President with the consent of three other members of the Executive Board, or by petition of 20 percent of the members.

Section IX.      Publications
A.        Society Publications.  The official publication of the Society shall be furnished without charge in a format or formats determined by the Executive Board, and implemented by the Editor, to all Society members in good standing.  Subscription may be permitted for sale to non-members at a price determined by the Executive Board. The essential minutes of the Business Sessions of the Society shall be recorded and made available to all members.  Other publications may be printed or distributed at the discretion of the Executive Board.
B.         The full proceedings of each formal annual conference may be printed.  This shall be a duty of the Editor. In lieu thereof, the Executive Director shall work with the Editor to publish papers from the conference as articles in the official publication.
C.        The Editor is appointed by the Executive Board.  The Editor is assisted by an editorial committee composed of at least three members, to be appointed by the President. 
D.        The Executive Board shall establish the objectives and policies of the publications, the S.M.A. website, and other means of official communications consistent with the Bylaws.

Section X.        Official Headquarters of the Society
The official Headquarters of the Society shall be designated by the Executive Board.

Section XI.      Indemnification
Any and all officers, members of the Executive Board, former officers, former members of the Executive Board, and any persons who may have served at its request or by its election as a director or officer of another corporation shall be indemnified by the Society against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and necessarily incurred by them in connection with the defense or settlement of any action, suit, or proceeding in which they, or any of them are made parties, or a party, by reason of being or having been directors, or a director, officers or an officer, of the corporation, or of such other corporations except in relation to matters as to which any such director, officer of the corporation, former officer, former director or person shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicted on the existence of such liability.

Section XII.     Amendment of the Bylaws
The Bylaws of the Society may be altered or amended at business meeting of the Society by a two-thirds affirmative vote of the members present and voting, providing they have been approved by the Executive Board, and that the notice of the meeting includes a notice that amendments to the bylaws will be considered.  The Bylaws may also be altered or amended between scheduled meetings by a two-thirds vote of the members voting by a mail ballot.

Section XIII.  Quorum
A quorum for meetings of members shall be the members present. However, unless 20 percent or more of the voting members are present, the only matters that may be voted upon at a meeting of the members are those matters that are described in the meeting notice.

Section XIV.   Miscellaneous
A.        Rules.  The Board may establish rules that are consistent with these bylaws for the policies, procedures, and programs of the Society.

B.         Rules of Order.  The rules contained in the most current edition of Robert’s Rules of Order Newly Revised shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the organization may adopt.

C.        Fiscal Year.  The fiscal year of the Society shall be the calendar year.

Updated 10/05/10