Articles of Incorporation and By-Laws

PHILADELPHIA SOCIETY FOR PROMOTING AGRICULTURE

BY-LAWS

ARTICLE I

Name

  1. The Society shall be called “The Philadelphia Society for Promoting Agriculture” (PSPA).

ARTICLE II

Mission

  1. Promoting knowledge exchange continually since 1785 to further the understanding and appreciation of agriculture – historical, current, and future – is the mission of the Philadelphia Society for Promoting Agriculture, a non-profit and non-partisan organization.

ARTICLE III

Officers

  1. The officers of the Society shall be a President, President-Elect, three (3) Vice Presidents, Secretary, and The officers shall be elected at the annual meeting, held usually in April, by a majority of the members present. The President-Elect becomes President along with the other elected officers at the conclusion of the last meeting in June.  Any vacancy that occurs during a term of office shall be filled by holding a new election at a stated meeting of the Society. The newly elected officer shall serve the balance of the unexpired term.
  2. Past Presidents shall serve as non-voting ex-officio members of the Executive They may serve on committees and as a voting member of the Executive Committee when chair of a committee.
  3. The President shall serve as an ex-officio member on all
  4. An Assistant Secretary and an Assistant Treasurer may be appointed by the President to assist the Secretary and Treasurer as needed. They are non-voting members of the Executive Committee,

ARTICLE IV

Elections

  1. The President shall, at least sixty (60) days before the Annual Meeting, appoint a Nominating Committee consisting of the immediate past President as chair, two members of the Executive Committee and two other active The Nominating Committee shall nominate a President-Elect, three (3) Vice Presidents, a Secretary, and a Treasurer, for one-year terms of office.  Officers can be nominated and elected to serve multiple terms. The names of nominees shall be included in the notice of the Annual Meeting sent to all members of the Society by the Secretary.

ARTICLE V

Duties of the Officers

  1. The President shall preside at all meetings of the Society and shall have power to call special meetings of the It shall be the duty of the President to appoint committees as authorized by the By-Laws, at-large members, and any other committees deemed necessary. The President shall serve as Co-Chair of the Activities Committee. The President shall serve as an ex-officio member of all other Committees. The President may designate the President-Elect or one of the Vice Presidents to preside at meetings of the Society. The designated President-Elect or Vice President shall perform all duties of the President during the absence or disability of the President.
  2. The President-Elect shall work with the President when requested and serve as Co-Chair of the Activities Committee with the President.
  3. If the officer (President-Elect or Vice President) designated by the President to preside at a Society meeting in the absence of the President, cannot serve this function, one of the remaining Vice Presidents shall In the absence of the President-Elect and all Vice Presidents, a Chair may be chosen from among those present providing a quorum is present.
  4. The Secretary shall record and maintain minutes of Executive Committee meetings and shall report minutes of these meetings when The Secretary shall (a) notify new members of their election, (b) conduct the general correspondence of the Society, (c) send members notices for each Society meeting and (d) serve as custodian of the Seal, Certificate of Incorporation and all records of the Society not specifically belonging to other officers or Committee Chairs. Along with the President, the Secretary shall certify all acts of the Society.In collaboration with the Membership Committee of which the Secretary is a member, the Secretary shall (a) maintain a list of all members as well as the names of all persons whose membership applications are under consideration, (b) record and report the names of members who have died, resigned or have been withdrawn for non-payment of dues, (c) promptly advise the Treasurer of the names of all persons elected to membership and (d) perform such other duties as the Society Officers may direct.  Various functions of the Secretary may be assigned to a paid contractor. The Assistant Secretary shall perform duties as assigned by the Secretary or the Executive Committee.
  5. Along with the Finance and Investment Committee of which the Treasurer is a member, the Treasurer shall (a) collect and keep the funds of the Society in bank accounts and/or invested in securities recommended by the Finance and Investment Committee and authorized by the officers of the Society, (b) pay from these funds only such sums as are authorized by the Society, (c) give such security for the faithful discharge of the duties of the office as may be required by the Society, (d) keep an account of the Society’s receipts and payments and (e) complete all required tax and other government forms and f) present a report of these transactions at the Executive Committee meetings and annual meeting, or whenever requested by the Executive The Treasurer’s accounts shall be audited by the Finance and Investment Committee or by a person or an organization approved by this Committee. Various functions of the Treasurer may be assigned to a paid contractor. The Assistant Treasurer shall perform duties as assigned by the Treasurer or the Executive Committee. 

ARTICLE VI

Members

  1. The membership of the Society shall consist of Active (Individual or Institutional), Speaker, Honorary, Life, and Student
  • Active members shall be entitled to all the privileges of the Society upon payment of an initiation fee and the annual dues established by the Society and shall have the right to vote and hold office. Active members may be individuals or institutional (non-profit or for-profit with appropriate annual dues.  Individual members are approved by a majority of membership as below (Article X) by email vote, while institutional members are approved by a majority of the Executive Committee by mail or in person.
  • Speaker members are individuals who have provided leadership in Society lectures or field trips. They shall be members in good standing through the program year in which they have made their contribution
  • Honorary members must be proposed by the Membership Committee for approval by the Executive Committee and then by members of the Society at a regular or special Honorary members shall be entitled to all of the privileges of the Society without payment of an initiation fee or annual dues.   Honorary members may serve on committees, including committee chair.
  • Life members shall be considered by the Executive Committee if the person is willing to pay the equivalent of ten years of dues in Life members are responsible for paying other costs.
  • Student members shall be considered by the Executive Committee if the person has a university, college or high school student.

 ARTICLE VII

Initiation Fee and Dues

  1. The initiation fees and annual dues shall be determined by the Executive
  2. The Society’s fiscal year shall extend from July 1 to June 30 of the following
  3. An individual is not received as a new member until the initiation fees and annual dues are received. Members elected after October 1 shall pay only one-half of the current year’s

ARTICLE VIII

Members in Default

  1. At least once each year before the Annual Meeting, the Treasurer in consultation with the Membership Committee shall advise the Executive Committee of the names of members whose dues have not been paid for more than one If approved by the Executive Committee, such members shall be advised by the Treasurer that membership in the Society will be terminated if accumulated dues are not paid within sixty (60) days.
  2. Members that have not paid their dues within the 60-day period shall be considered as withdrawn from membership in the

ARTICLE IX

Executive Committee

  1. There shall be an Executive Committee which shall have the power to act on behalf of the membership and to administer the affairs of the Society except as noted in Article The Executive Committee shall consist of the Officers of the Society, the immediate Past President, Chairs of permanent committees such as Membership, Activities, Education, Historical and Library, Finance and Investments, Communications, and two at-large members as champions for religious and awards tasks.
  2. Committee Chairs and at-large members shall be appointed by the President to serve one-year terms.
  3. The President shall act as Chair of the Executive In the absence of the President, the President-Elect shall preside. The Executive Committee shall meet at the discretion of the President.
  4. All monthly Executive Committee meetings are open for members to Only Executive Committee members (Officers, at-large members, and Committee Chairs) are eligible to vote.   The President can call closed Executive committee meetings.

ARTICLE X

Membership Committee

  1. There shall be a Membership Committee which shall have the responsibility of recruiting, investigating and recommending persons for election to membership in the
  2. The Committee shall consist of at least three (3) members whose terms of office shall be one (1) year. The President shall appoint the Chair and other members of The Committee shall meet at the discretion of the Chair. Committee members may serve more than one term.
  3. Application for Society membership shall consist of a completed application that is supported by at least two members of the Society and addressed to both the Chair of the Membership Committee and The application for membership shall include a brief biographical memorandum and the initiation fee.
  4. After the application is complete, the Executive Committee will review it and vote on the nominated individual for membership. Notice of the Executive Committee’s decision, if affirming membership, is given to the full, life, and honorary members by the Chair of the Membership Committee and the Secretary.  Copy of the application shall be shared with the members.   A vote by the membership is held by means approved by the Executive Committee and a majority vote constitutes election as a member of the If election to membership is approved, notice of the election shall be sent to the nominee and to all members of the Society by the Secretary.

ARTICLE XI

Activities Committee

  1. There shall be an Activities Committee which shall arrange the time and place of the Society’s meetings, determine the character of the meetings, select speakers, plan field trips and otherwise arrange for the Society’s scheduled The Committee shall prepare an announcement of scheduled meetings for distribution to members by the Secretary.
  2. The Activities Committee shall consist of the President, President-Elect, and three (3) members appointed by the current President for a term of two (2) years. The Chairs of the Communications and Membership Committees shall be ex-officio member of the Activities Committee.
  3. The Committee shall present the program schedule for the coming year at the Annual Meeting of the Society.

ARTICLE XII

Education Committee

  1. There shall be an Education Committee which shall be responsible for the policies, scholarships and activities related to the educational objectives of the
  2. The Education Committee shall consist of at least three (3) members whose terms of office shall be one (1) The President shall appoint the Chair and other members of the Committee. Committee members may serve more than one term. The Committee shall meet at the discretion of the Chair.
  3. The Education Committee may appoint a subcommittee to assist in the selection, awarding and monitoring of scholarship

ARTICLE XIII

Historical and Library Committee

  1. There shall be a Historical and Library Committee which shall be responsible for the policies and activities related to the library and other historical assets of the
  2. The Historical and Library Committee shall consist of at least three (3) members whose terms of office shall be one (1) The President shall appoint the Chair and other members of the Committee. Committee members may serve more than one term. The Committee shall meet at the discretion of the Chair.

ARTICLE X1V

Finance and Investment Committee

  1. There shall be a Finance and Investment Committee which shall be responsible for management of the Society’s Funds such as William Beverly Murphy Memorial Fund, the Mark Allam Library Fund, Fred Winter Scholarship Fund, and other funds that may be Management of the funds shall consist of (a) soliciting and acknowledging gifts for the funds, (b) recommending how resources of the funds shall be invested by the Treasurer and (c) maintenance of appropriate records. The investment recommendations of the Finance Committee shall be subject to the approval of the Executive Committee.
  2. The Finance and Investment Committee shall be responsible for ) an annual budget of the accounts of the Treasurer; b.) preparation of the Society budget for the fiscal year in coordination with the Treasurer; c.) preparation for filing by the Treasurer such material as may be required to maintain the Society’s tax-exempt status. The Finance Committee will be responsible for the audit and budget activities.
  3. The Finance and Investment Committee shall consist of at least three (3) members whose terms of office shall be one (1) year with the Treasurer as an ex-officio member. The President shall appoint the Chair and other members of the Committee members may serve more than one term. The Committee shall meet at the discretion of the Chair.

ARTICLE XV

Communications Committee

  1. There shall be a Communications Committee which shall be responsible for the policies and procedures related to the website, including publication and distribution of the Society’s Proceedings in collaboration with the Secretary.
  2. The Communications Committee shall consist of at least three (3) The President shall appoint the Chair and other members of the Committee. Committee members may serve more than one term.  The Committee shall meet at the discretion of the Chair.

ARTICLE XVI

At-Large Members

  1. The President shall appoint two (2) At-Large members to the Executive Committee for a term of one (1) year to represent the religious needs of the Society and its members (invocations at meetings and announcements at meetings concerning certain anniversaries and obituaries of deceased members) and to lead the discussion of Awards made to members and agriculture leaders at such time as the occasion arises.

ARTICLE XVII

Meetings

  1. The regular meetings of the Society are held on the first Thursday of each month from September to June.
  2. The Annual Meeting of the Society, for the election of officers and other business, shall be held on the first Thursday in April or first scheduled meeting thereafter at a location determined by the Executive Committee.
  3. The Society may meet for field trips each year in the Spring, Summer, and Fall also on the first Thursday of each month. Field trips shall be arranged by the Activities Committee and relate to some topic of importance to

ARTICLE XVIII

Funds

  1. The Society may establish funds whose principal and/or earnings are dedicated to meet the cost of long-term objectives and administration of the Society.
  2. There are currently three funds:
  • Library Fund (Renamed Mark Allam Library Fund in 1990) was created for the maintenance and accessibility of books, manuscripts and portraits in the Society’s library and the acquisition of material when Society members and philanthropic organizations have contributed to the Library Funds.  The principal and earnings of the Library Fund shall be spent as determined by the Historical and Library Committee and approved by the Executive Committee.
  • William Beverly Murphy Memorial Fund, initiated by William Beverly Murphy in 1986, and augmented by many other Society members, provides funds to subsidize the Society’s administrative operations, speakers’ expenses, and expenses associated with meetings, publications and Society The principal and earnings of the Fund shall be spent as determined by the Finance and Investment Committee and approved by the Executive Committee.
  • Fred Winter Memorial Scholarship Fund, initiated by Barbara Winter in 2013 and augmented by other Society members, provides funds for one or more outstanding students majoring in horticulture and pursuing a career and/or furthering their education in The principal and earnings of the Fund shall be spent as determined by the Education Committee and approved by the Executive Committee.

ARTICLE XIX

By-Law Amendments

  1. These By-Laws, if approved by the Executive Committee, may be amended at any stated meeting of the Notice must be sent to members ten (10) days before the meeting at which action is to be taken.  The proposed amendment changes may be mailed and/or electronically distributed to members along with a notice providing the details for voting.
  2. Suspension of By-Laws: The By-Laws may be suspended at any meeting by unanimous consent of all active members present and

ARTICLE XX

Quorum

  1. A ‘quorum’ of the Executive Committee shall consist of one half (50%) plus one of all the Executive Committee members qualified to vote as provided by these bylaws, as amended from time to
  2. A ‘quorum’ of the Society Membership shall consist of one half (50%) plus one of the average attendance of members at the monthly meeting of the Society for the previous six

ARTICLE XX1

Good Governance

  1. The Society shall require its Officers, Committee members and employees to subscribe such matters of good governance as required by the Internal Revenue Service to maintain its non-profit status, such as Conflict of Interest and Whistleblower policies and other such policies as may be required from time.

ARTICLE XXII

Diversity, Equity, and Inclusion

  1. The Society shall be a diverse, inclusive, and equitable organization where all contractors, members, and volunteers, whatever their gender, race, ethnicity, national origin, age, sexual orientation, or identity, education, or disability, feel valued and respected. We are committed to a nondiscriminatory approach and provide equal opportunity in all of our operations. We respect and value diverse life experiences and heritages and ensure that all voices are valued and heard.
  2. The Society shall be committed to modeling diversity and inclusion in our organization and to maintaining an inclusive environment with equitable treatment for all

Updated and amended January 1997, March 2000, September 2013, September 2021, September 2022, and June 2024.