By-Laws

AMENDED BYLAWS Of NORTH CENTRAL FLORISTS ASSOCIATION

(Non-Profit Corporation)

Adopted Effective: January 1, 1998

ARTICLE I: CORPORATE NAME

The name of the corporation is Minnesota State Florists Association.

ARTICLE II: REGISTERED OFFICE

The registered office of the corporation shall be located in Minnesota.

ARTICLE III: MEMBERSHIP

Section 1. Qualification for membership: Membership in the corporation shall be open to florist classified as RETAIL and WHOLESALE member classes determined by the major volume of said member business. Membership in the corporation is also open to others who are affiliated to the florist industry, as non-voting associate members as described below.

Section 2. Categories of membership: Member firms of this Association shall be classified in the Retail, Wholesale, Associate and Individual member classes. Retail member of directors, by the member’s largest volume of business, in terms of sales dollars. In the sole discretion of the board of directors, members may qualify and join the corporation as a member of two or more classifications and enjoy the rights and obligations, except voting, of each membership category.

Section 2.1. Retail member: Retail members must be a “full service” retail florist or retail garden center. A retail garden center must be open twelve (12) months of the year and have a storefront at its place of business. A retail florist must offer delivery to its customers on a regular bases, have a full time or part-time floral designer and the ability to send orders to other cities. Retail members are entitled to all benefits of the corporation.

Section 2.2. Wholesale member: Wholesale members must be in the business of selling fresh product, plants or supplies to retailer florists, as defiled above. Wholesale members are entitled to the benefits of the corporation.

Section 2.3. Associate member: Associate members must perform services for or provide products to retail florists but is itself not a retail florist or wholesaler, as defined above. Associate members are not entitled to the benefits of corporation except as specifically provided in these Bylaws. Associate members shall have no voting rights.

Section 2.4. Individual member: An individual member could be a student or individual interested in the floral industry and wanted to receive association mailings and notices. Individual members would not be eligible to serve on the board of directors or have voting rights.

Section 3. Dues: The board of directors shall determine the dues or other payments to be made by the members of this corporation from time to time. The membership year for the members of this corporation shall begin on January 1 and end on the succeeding December 31.

Section 4. Honorary members: The board of directors may confer honorary membership on any individual or entity based upon such criteria as the board of directors shall from time to time determine. Honorary members shall have no voting rights.

ARTICLE IV: MEETINGS

Section 1. Meetings of the membership: An annual meeting of the members of this associate shall be held each and every year, at such time as the board of directors shall designate for the purpose of electing directors of this corporation and transacting such other business as may properly come before the meeting.

Section 2. Special meetings: Special meetings of the members may be called at any time, for any purple, by (a) the president, (b) the board of directors, or (c) one-third of the members. A person or members entitled to call a special meeting may make a written request to the president, vice president or secretary to call the meeting. Such officer shall give notice of the meeting to be held between ten and forty days after receiving the request. If the officer fails to give notice of the meeting within seven days from the date on which the request was made, the person who requested the meeting may call the meeting, fixing the time in the manner provided by these Bylaws and giving notice thereof. Notice of such meetings shall specify the business for which the meeting is called, and no business other than that mentioned in said notice shall be transacted at such meetings.

Section 3. Place of meetings: Meetings of the members shall be held at any place within or without the State of Minnesota designated by the board of directors, and in the absence of such designation shall be held at the registered office of the corporation.

Section 4. Notice of meetings: Notice of every annual and every special meetings, starting the time, place and purpose thereof, shall be mailed to each member not less than five (5) nor more than forty (40) days before such meetings, directed to each member as his or her address as it appears on the records of corporation.

Section 6. Quorum requirements: A majority of voting members in attendance shall constitute a quorum for the transaction of business at any meeting of members. When a quorum is not present, any meeting may be adjourned from time to time for that reason.

Section 7. Voting members: Only Retail members and Wholesale members shall have voting rights at any meetings of the members. Individuals or business entitles who desire to become members of this corporation shall become members of this corporation by applying for such membership and by paying the annual dues in advance. Members shall have one vote each, said vote to be exercised by the highest-ranking executive or officer of said member, if such member is not an individual. In the absence of the highest-ranking executive or officer of said member, an alternative executive or officer may cast said member firm’s vote.

Section 8. Adjournment: When a meeting of the voting member is adjourned to another time or place, notice of the adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken.

Section 9. Action with a meeting: Any action that may be taken at a meeting of the voting member may be taken without a meeting if authorized in a writing signed by all the voting members who entitled to notice of a meeting called for the purpose of taking such action.

Section 10. Irregular meetings, validation: When written consent of all the voting members who were entitled to notice of a meeting has been obtained, an irregular meeting, with any action at such meeting, is validated.

Section 11. Order of business: The following order business shall be observed at annual membership meeting, unless set aside by a vote of the voting members present.

1. Minutes of previous meeting

2. Treasurer’s Report

3. Reports of Committees

4. Old Business

5. New Business

6. Election of Directors

7. Adjournment

ARTICLE IV: DIRECTORS

Section 1. Board: The affairs of the corporation shall be managed by a board of nine-to-fifteen (9-to-15) directors, as the members shall from time to time determine. The board of determined by the articles of incorporation and these Bylaws.

Section 2. Qualification: The board of directors must be members of the corporation in good standing according to these Bylaws and must be an executive or high-ranking officer of a member, if said member is a business entity and not an individual.

Section 3. Constituency: The board of direction shall be made up of the members from the retail and wholesale classifications.

Section 4. Election and tenure: The board of directors shall solicit nominations for the board from the membership. The board will then present a slate of new directors to be approved by a vote of the members. Directors will be asked to serve a three-year term. Terms should be staggered to permit election of no more than one-third of directors at each annual election. A director shall hold office for the term for which he or she has been elected and until his or her successor has been elected and qualified, except in cases of resignation or removal.

Section 5. Meeting of the directors: A minimum of four regular meetings of the board of directors of this Association shall be held each and every calendar year. Additional meetings of the directors may be called by the president and/or three directors. For the purpose of organization, the election of officers and the transaction of any other business of which special notice is not required by law or by these Bylaws, and if a quorum of the directors be then present, no notice of such meeting shall required.

Section 6. Special meetings: Special meetings of the board of directors may be called by the president or vice president of the corporation and must be called by either of them on the written request of any two members of the board. Notice of all directors’ meetings, except as herein otherwise provided, shall be given by mailing the same at least three days, or by telegraphing the same at least one say, before the meeting, to the usual business or residence address of the director. Special meetings shall be held at any place within or without the State of Minnesota designated by the board of directors, and in the absence of such designation shall be held at the registered office of the corporation.

Section 7. Board meeting quorum: A majority of the elected board members in good standing as specified in these Bylaws shall constitute a quorum for the transaction of business.

Section 8. Order of business: The following order of business shall be observed at all regular board of directors’ meetings, unless set aside by a vote of the directors present:

1. Minutes of previous meetings

2. Treasurer’s Report

3. Reports of Committees

4. Old Business

5. New Business

6. Adjournment

Section 9. Vacancies: The remaining members of the board, though less than a quorum, shall fill any vacancies occurring on the board. A person so selected shall hold office until the end of his or her predecessor’s term and until his or her successor has been elected and qualified.

Section 10. Removal: The members, by a majority vote of those entitled to vote at an election of directors may, with or without cause, remove a director or the entire board from office. Neither a director nor the entire board shall be removed from office unless the notice of the annual or special meeting at which removal is to be considered states such purpose. When the board or director has been removed, new directors may be elected at the same meeting.

Section 11. Board action without meeting: Any action that would be taken at a meeting of the board of directors may be taken without a meeting when authorized in writing signed by all of the directors.

ARTICLE V: OFFICERS

Section 1. Designation and election: The officers of the corporation shall be the president / secretary, vice president, treasurer, executive director and such other officers (with such powers and duties) as may be determined by the board of directors. The officers shall be elected annually by the board of directors at the first meeting of the board after the annual meeting of members. Any officers so elected shall hold office until the first meeting of the board of the directors after the annual meeting of members next succeeding and until the election and qualification of his or her successor, except in cases of resignation or removal. The president and vice president of this corporation shall be elected by the board of directors for two-year terms prior to the annual membership meeting. The position of treasurer should be filled by the immediate past president. The position of executive director is a paid position hired by the board of directors.

Section 2. Qualifications: Officers shall be adults. The same person shall not at the same time hold the offices of (a) president and vice president or (b) president and treasurer but he or she may hold any other two offices at the same time. The president, vice present and treasurer shall have served at least one term on the board of directors prior to election. The treasurer, in the sold discretion of the board of directors, may be the immediate past president.

Section 3. Removal: An offered may be removed, with or without cause, by the board of directors.

Section 4. President: The president shall preside at all meetings of members and of the board of directors and shall have an exercise general charge and supervision of the affairs of the corporation and do and perform such other duties as may be assigned to him or her by the enforce observances of the constitution and bylaws. The president shall be a member ex-officio of all committees.

Section 5. Vice President: At the request of the president or in the event of his or her absence or disability, the vice president shall perform the duties and possess and exercise the powers of the president and shall have such other powers as the board directors may determine. In absence of the president and vice president, the members may elect a chairperson, pro tempore, for that meeting.

Section 6. Treasurer: The treasurer shall have custody of all funds, property and securities of the corporation, subject to such regulation as may be imposed by board of directors, and shall in general perform all the duties incident to the office of treasurer, subject to the control of the board of directors. He or she receive and be responsible for all money paid to him or her. He or she shall pay no money except upon an order signed by the president or executive director. He or she shall also deposit such sums of money as are in excess of current expenses, as the Association may direct, at any regular board meeting and he or she shall make an itemized report to the Association at the annual membership meeting.

Section 7. Executive Director: The executive director(s) shall attend all meeting and keep a record thereof. He or she shall keep a roll of the officers and the members of the Association, with the address of each. He or she shall countersign all orders, with one other officer, for the payment of money. He or she shall collect fees and dues, and shall deposit the same to the proper account, notify those in arrears and report delinquent members to the board. He or she shall make a report of the proceedings of the previous meeting, and of all money received by him or her for fees and dues, and shall perform all other duties usually appertaining to the office, for which he or she shall receive such compensation as may be determine by the board of directors.

Section 8. Additional powers. Any officer of this corporation, in addition to the powers conferred upon him or her by these Bylaws, shall have such powers and perform such additional duties as may be prescribed from time to time by board of directors.

ARTICLE VIII: COMMITTEES

Section 1. Authority. The board of directors may act by and though such committees as may be specified in resolutions adopted by a majority of the members of the board of directors. Each such committee shall have such duties and responsibilities as are granted to it from time to time by the board of directors. Each such committee shall at all times be subject to the control and direction of the board of directors. Committee members, other than members of the Executive Committee, need not be directors.

Section 2. Executive committees: The board of directors may designate two or more of its members to constitute an executive committee. Not withstanding the foregoing the board shall appoint the president, vice-president and immediate pass president to the executive committee. To the extent determined by the board, the executive committee has authority of the board in the management of the business of the corporation. The executive committee shall act only in the interval between meetings of the board and at all times shall be subject to the control and direction of the board.

Section 3. Meetings and voting: Meetings of each committee may be held at such time and place as are announced at a previous meeting of the committee. Meetings of any committee may also be called at any time by the chairperson of the committee or by the president, on at least five days’ notice by mail, or two days’ oral notice by telephone or in person. Appearance at the meeting is deemed to be a waver of notice unless the committee member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and the committee member does not participate at all meetings of a committee of this corporation, each member thereof shall be entitled to case on vote on any question coming before such meeting. The presence of a majority of the membership of any committee of this corporation shall constitute a quorum at any meeting thereof, but the members of a committee present as any such meeting, although less than quorum, may adjourn the meeting from time to time. A majority vote of the members of a committee of this corporation present at any meeting thereof, if there be a quorum, shall be sufficient for the transaction of the business of such committee. Any action that could be taken at a committee meeting may be taken by written action signed by all member of the committee.

ARTICLE IX: BUDGET

Section 1. Budget: The Executive Committee and executive director will present to the board of directors a proposed operating budget for the forthcoming fiscal year at regular board meeting prior to the regular meeting it is to be voted upon.

ARTICLE X: BYLAWS

Section 1. Suspension of bylaws: These Bylaws may be suspended at any annual membership meeting by the unanimous vote of the members present.

Section 2. Amendments: Both the board of directors and the members shall have the power to amend these Bylaws. The power of the board of directors shall be subject to the power of the members. The Board of Directors may amend these Bylaws by adopting a resolution setting forth the amendment. The board of directors may not adopt, amend, or repeal a bylaw fixing a quorum for meetings of members, prescribing procedures fore removing directors or filling vacancies in the board of directors, or fixing the number of directors of their classifications, qualification, or terms of office. An amendment for adoption by the members must be proposed by at least fifty members or ten percent of the members, whichever is less. The membership may amend these Bylaws by adopting a resolution setting forth the amendment.

ARTICLE XI: MISCELLANEOUS

Section 1. Waiver of notice: A director or member may waive notice of any meeting and notice of the business to be transacted at such meeting, before, at or after such meeting. The waiver shall be in writing and filed with the person who has been designation to act as a secretary of the meeting, who shall enter it upon the record of the meeting. Appearance at a meeting is deemed a waiver unless it is solely for the purpose of asserting the illegality of the meeting.

Section 2. Fiscal year: Unless otherwise fixed by the board of directors, the fiscal year of this corporation shall begin on January 1 and end on the succeeding December 31.

Section 3. Corporate seal: This corporation shall have no seal.

Section 4. Electronic communications: A member, director or committee member may participate in a meeting by any means of communication though which such person, other persons participating and all persons physically present at the meeting simultaneously hear each other during the meeting. Participation in a meeting by the mean constitutes presence in person at the meeting. A conference among members may simultaneously hear each other during the conference is a meeting of the member, board of directors or committee, as the case may be, if the same notice is giving of the conference as would be required for a meeting, and if the number of persons participating in the conference would be sufficient to constitute a quorum at a meeting. Participation in a meeting by the means constitute presence in person at the meeting.

Section 5. Authority to borrow, encumber assets: No director, officers, agent or employee of this corporation shall have any power or authority to borrow money on its behalf to pledge its credit or to mortgage or pledge its real or personal property except within the scope and to the extent of the authority delegated by resolutions adopted from time to time by the board may be general or limited to specific instances.

Section 6. Deposit of funds: All funds of this corporation shall be deposited from time to time to the credit of this corporation in such banks, trust companies or other depositories as the board of directors may approve or designate, and all such funds shall be withdrawn only in the manner or manners authorized by the board of directors from time to time.

–End of Bylaws—