NAME

SECTION 1.

THE NAME OF THIS ORGANIZATION shall be the Middle Tennessee Nursery Association, Inc.

PURPOSE

SECTION 1.

THE PURPOSE OF THIS NON-PROFIT ASSOCIATION shall be to promote the general interests of its members and all segments of the nursery trade in Middle Tennessee.

SECTION 2.

ACTIVITIES TO PROMOTE THE GENERAL INTERESTS of members and the nursery trade may consist of any legal means deemed appropriate by the members, acting through the Association's Executive Committee. Some specific activities to aid in promotion of the aforesaid interests shall be as follows:

Conducting a trade show to promote use of nursery products.

Conducting monthly meetings of members to present relevant educational programs, and to foster good relations among the members.

Raising and maintaining a higher standard of ethics in the trade, and in dealings with the public.

Cooperating with allied interests, governmental agencies, and other organizations, in the best interests of the nursery trade and the general public.

Improvement and standardization of nursery products.

Generation of publicity to increase knowledge of the fact that plants can be used to improve the environment by helping to clean the atmosphere, and minimize soil erosion.

Encouragement of better personal acquaintance and closer relationships among people in the nursery trade.

MEMBERSHIP

SECTION 1.

QUALIFICATIONS OF MEMBERSHIP. Membership is divided into classes as described within this article (Article III). To qualify, an applicant must meet the criteria described for the appropriate membership class.

SECTION 2.

CLASSES OF MEMBERSHIP. Membership shall be divided into the following classes:

PART 1. ACTIVE MEMBERS - Proprietorship, partnership, or incorporated firms actively engaged in the nursery trade and whose principal place of business is in what is generally described as Middle Tennessee. For purposes of this classification, the terms used are defined as follows:

(A) FIRMS - Any business entity that holds a valid nursery certificate or plant dealer's license issued by the State of Tennessee, authorizing said firm to do business within the state. Membership is limited to one per firm and the firm must decide which firm member is to vote in its behalf at Association business meetings. Only one vote per member firm is allowed and only Active Members (except the office of Allied Director), or their designated representative may vote and/or hold office.

(B) NURSERY TRADE - Any business entity actively engaged in one or more of the following commercial activities; growing, distribution, or marketing of ornamental or fruit plant materials.

(C) MIDDLE TENNESSEE - The geographic area of Tennessee located east of the Tennessee River, and west of the following boundary: Highway U.S. 127 from the Kentucky border, south to Dunlap; then Highway TN 28 South to Jasper; then Highway TN 27 South to Richard City and the Alabama border.

Active Members agree, as a condition of membership, to be bound by the Code of Ethics of the Middle Tennessee Nursery Association, which is reproduced in Article XIV of this Constitution.

PART 2. ASSOCIATE MEMBERS - Proprietorship, partnership, or incorporated firms actively engaged in the nursery trade, as defined in Part 1. of this article, but whose principal place of business is outside the geographic area of Middle Tennessee, as defined in Part 1., Subpart (C), of this Article. Associate Members must be members in good standing of their respective state nursery associations, and agree, as a condition of membership, to be bound by the same Code of Ethics as are Active Members. Associate Members may not vote or hold office in the Middle Tennessee Nursery Association.

PART 3. ALLIED MEMBERS - Proprietorship, partnership, or incorporated firms from within or without the geographic area of the M.T.N.A., which are engaged in a business or profession that is closely allied with the nursery trade. The determination of which enterprises are closely allied with the nursery trade shall be determined solely by the M.T.N.A. Executive Committee. Allied Members may not vote or hold office except for the Allied Director.

PART 4. INDIVIDUAL MAILINGS - Individuals within an Active, Associate, or Allied Member firm who wish to receive their own personal mailings sent by the Association, may do so for a fee of $25.00 per year. The firm by whom such individuals are employed must be a member of its appropriate class, and no individual who is not associated with a member firm may elect this option. This option is a member service only, and carries no right to vote.

PART 5. EDUCATION, EXTENSION, AND STUDENT MEMBERS - Individuals whose vocation or course of study is connected with horticulture, defined as follows:

(A) EDUCATION AND EXTENSION MEMBERSHIP - This class is limited to those individuals who are employed in teaching, research, or extension work in the area of horticulture or related fields, i.e., plant pathology, entomology, weed science, agronomy, soil science, or the like, and who do not qualify for Active, Associate, or Allied Membership.

(B) STUDENT MEMBERSHIP - Limited to those individuals who are enrolled in a recognized college or university, within or without the state, and whose major course of study, graduate or under-graduate, is in horticulture, and who do not qualify for Active, Associate, or Allied Membership.

PART 6. HONORARY MEMBERS - Individuals who, by outstanding and meritorious service, have contributed to the advancement of the nursery trade and/or this Association, and who are deemed worthy of this honor by the Executive Committee. Candidates for Honorary Membership must be nominated by a majority vote of the Executive Committee. Nominations must be submitted to the members for a vote at the next regular meeting. Election to Honorary Membership shall require a majority vote of the Active Members present, and there must be a quorum present. Honorary Members may vote and hold any office in this Association for which their previous class of membership qualified them. Honorary Members will not be required to pay dues.

SECTION 3.

APPLICATIONS FOR MEMBERSHIP. Membership applications will be received and processed in the following manner:

Applications must be made on an official application form, furnished by the Association, and accompanied by a check in the amount of one year's dues.

All information requested on the form must be given, including three trade references. Said references must be members of either or both, Middle Tennessee Nursery Association or Tennessee Nurserymen's Association.

The Membership Committee shall thoroughly investigate all applicants and check with the references.

The application will then be submitted to the Executive Committee, along with the recommendation of the Membership Committee.

The Executive Committee will make the final decision, for approval or rejection.

The applicant will then be notified by the Executive Secretary of the Association. The dues will be returned if the application is rejected.

Each new member shall receive a copy of this Constitution.

SECTION 4.

MAINTAINING MEMBERSHIP. Continuation of membership in this Association shall be contingent upon the following:

Compliance with the Constitution of this Association.

Maintaining a reputation for trustworthiness and honorable business dealings.

Promptness in paying dues and/or fees and assessments of the Association.

Maintaining all requirements for the class of membership held by the member.

SECTION 5.

TERMINATION OF MEMBERSHIP. Following are the procedures by which membership in this Association may be terminated.

PART 1. VOLUNTARY RESIGNATION - Any member may resign from this Association by presenting a letter of resignation to the Executive Secretary.

PART 2. NON-PAYMENT OF DUES - Any member who becomes delinquent in payment of membership dues or assessments for a period of 120 days shall forfeit membership in this Association and shall be so notified by the Executive Secretary.

PART 3. NON-COMPLIANCE WITH THE CONSTITUTION - A member may be expelled from any class of membership upon proof that the member has not complied with the Constitution or any part thereof; provided, that no member may be expelled (except for non-payment of dues) without a formal charge having been made against said member and presented to the Executive Committee. The Executive Committee must give any member so charged, a hearing if requested. The decision on the charges by the Executive Committee shall be final.

SECTION 6.

RE-INSTATEMENT OF MEMBERSHIP. A former member whose membership has been terminated, may be re-instated under the following provisions:

PART 1. RE-INSTATEMENT AFTER RESIGNATION - The former member must take application for membership in the same manner as a new applicant must do under Section 3 of this Article, and the application will be processed in the same manner.

PART 2. RE-INSTATEMENT AFTER NON-PAYMENT OF DUES - The former member must make a new application and submit same with a check in the amount of one year's back dues, plus the customary one year's dues normally submitted with a new application. The application will then be processed as stated in Section 3 of this Article.

PART 3. RE-INSTATEMENT AFTER EXPULSION - Any member expelled for violation of the Constitution and/or the Code of Ethics, is not subject to re-instatement unless the member firm has experienced a total change in ownership or management. In that case, re-instatement will be considered on a case- by-case basis by the Executive Committee, whose decision shall be final.

EXECUTIVE COMMITTEE, OFFICERS, AND DIRECTORS

SECTION 1.

EXECUTIVE COMMITTEE. The affairs of this Association shall be governed by an Executive Committee, the members of which shall be elected from among the Active Members, except for the Allied Director, who shall be elected by the Allied Members.

PART 1. MEMBERS OF THE EXECUTIVE COMMITTEE - The Executive Committee shall consist of the following: President, 1st Vice President, 2nd Vice President, 3rd Vice President, three Active Directors, one Allied Director, and the immediate Past President serving as an Ex-Officio member.

PART 2. CHAIRMAN - The President of the Association shall serve as Chairman of the Executive Committee, and shall vote only in case of a tie.

PART 3. EXECUTIVE SECRETARY - The Executive Committee shall have the authority to employ an Executive Secretary who shall serve at its pleasure.

PART 4. DUTIES - The duties of the Executive Committee shall be as follows:

(A) Meet at least once per quarter-year to conduct business of the association.

(B) Designate the depository for the funds of the Association.

(C) Authorize a bond for the Executive Secretary in the proper amount to protect the funds of the Association.

(D) Fix the salary of the Executive Secretary.

(E) Approve all expenditures of the Association.

(F) Keep constant supervision of the affairs of the Association and devise measures for its growth and prosperity.

(G) Hold meetings on the call of the President.

(H) Appoint an Audit Committee of at least three members who shall examine the books and records of the Executive Secretary and submit a written report at the Annual Meeting.

SECTION 2.

PRESIDENT. The President shall be the Chief Executive Officer of the Association and shall preside at all meetings and shall have general supervision of the affairs of Association. The President shall be an Ex-Officio member of all committees, except the Nominating Committee. The President shall appoint, with the approval of the Executive Committee, members of all standing and special committees necessary for the proper functioning of the Association. The President shall convene meetings of the Executive Committee as necessary, or when three or more members of the Executive Committee shall so petition. The President must co-sign, with the Executive Secretary, all checks drawn on the accounts of the Association that exceed the amount of fifty dollars. ($50.00).

SECTION 3.

1ST VICE PRESIDENT. The 1st Vice President, in the absence or incapacity of the President, shall preside at all meetings and generally carry out the duties of the Office of the President. The 1st Vice President shall be Chairman of the Trade Show Committee, and shall be responsible for organizing all its functions and for its successful operation.

SECTION 4.

2ND VICE PRESIDENT. The 2nd Vice President shall be Chairman of the Membership Committee and shall be responsible for an active program to recruit and retain members.

SECTION 5.

3RD VICE PRESIDENT. The 3rd Vice President shall be Chairman of the Program

Committee and shall be responsible for organizing informative programs for monthly membership meetings of the Association, and for organizing and operating the annual field day and the annual Christmas party.

SECTION 6.

ACTIVE DIRECTORS. The Active Directors will consist of three individuals, one from each region of Middle Tennessee; North (1), Central (2), and South (3). Each Director must have his or her principal place of business in the Region which he or she represents.

PART 1. REGIONS FOR ACTIVE DIRECTORS - The geographic area for each Region is defined and described as follows:

(A) REGION 1 - That part of Middle Tennessee lying North of Highway I-40 from the Tennessee River, East to its intersection with Highway TN 96; North of TN 96, East to its intersection with Highway US 70S at Murfreesboro; North of US 70S, East to its intersection with Highway US 70 at Sparta; North of US 70, East to its intersection with Highway US 127.

(B) REGION 2 - That part of Middle Tennessee lying South of the Southern boundary of Region 1, and North of the following border; Highway TN 20 from the Tennessee River, East to its intersection with Highway US 43 near Summertown; North of US 43, East to its intersection with Highway TN 50, at Columbia; North of TN 50, East to its intersection with Highway US 31A, at Lewisburg;North of US 31A, East to its intersection with Highway TN 64, at Farmington; North of TN 64, East to its intersection with Highway US 41A near Shelbyville; North of US 41A,East to its intersection with Highway TN 55 at Tullahoma; North of TN 55, East to its intersection with Highway US 41 at Manchester; North of US 41, East to its intersection with Highway TN 50 at Pelham;North of TN 50, East to its intersection with Highway TN 108, at Altamont; North of TN 108, East to its intersection with Highway TN 399; North of TN 399, East to its intersection with Highway TN 8 at Cagle; North of TN 8, East to its intersection with Highway US 127, near Dunlap.

(C) REGION 3 - That part of Middle Tennessee lying South of Region 2.

PART 2. TERMS OF OFFICE OF ACTIVE DIRECTORS - Active Directors shall serve for a three (3) year term, which same shall be staggered so that one Director is elected each year. For purposes of implementing this part, the Region 1 Director shall be elected for a three-year term, beginning in January of 1992. The Region 2 Director shall be elected for a two-year term, beginning in January of 1992. The Region 3 Director shall be elected for a one-year term, beginning in January of 1992. Thereafter, all Active Directors shall serve a three-year term.

PART 3. METHOD OF ELECTION OF ACTIVE DIRECTORS - This is covered in Section 9, Part 6, of this Article (Article IV).

SECTION 7.

ALLIED DIRECTOR. The Allied Director shall be selected from among the Allied Members of this Association and shall represent them as a voting member of the Executive Committee.

SECTION 8.

EXECUTIVE SECRETARY. The Executive Secretary shall be a paid employee in this Association and shall be employed by the Executive Committee and shall serve at its pleasure, but the Executive Secretary may not be the spouse of any Active Member. The Executive Secretary is an officer of this Association, but is not a voting member of the Executive Committee. The duties of the Executive Secretary shall be as follows:

Keep minutes of all meetings, both of the Executive Committee and the Membership.

Act as custodian of all official papers, records, and documents of this Association.

Notify all applicants for membership of the acceptance or rejection of their applications.

Keep a list of all classes of members.

Keep records of all transactions involving the Association Trade Show.

Collect all dues and receive all monies due the Association, issuing receipts therefor, and keep accurate records and books of account thereof.

Assist the Executive Committee in preparing a budget for each year's operation of the Association.

Keep accounts and records open during reasonable business hours for inspection by any Active Member in good standing.

Prepare a complete financial report annually in time for audit and approval by the Executive Committee, before presentation at the Annual Meeting.

Prepare quarterly financial reports for the Executive Committee for review at quarterly Executive Committee meetings.

Upon retirement from office, the Executive Secretary shall deliver to his or her successor all money, accounts, records, and other property belonging to the Association.

SECTION 9.

ELECTION OF OFFICERS AND DIRECTORS. All officers and the Allied Director shall be elected at the Annual Meeting and continue in office for one year, or until their successors have been elected. Active Directors shall serve a three-year term as provided in Section 6, Part 2 of this Article.

PART 1. VACANCY IN OFFICE - If an office is vacated before the next Annual Meeting, the Executive Committee may fill the vacancy by appointment until the next Annual Meeting.

PART 2. QUALIFICATION FOR OFFICE - Except for the Allied Director, only Active Members may hold office in this Association.

PART 3. ELECTION TO OFFICE - Election to office shall be by majority vote of the Active Members present at the Annual Meeting, provided a quorum is present. Directors shall be elected to office by a majority vote of a caucus of their respective constituencies.

PART 4. NOMINATIONS FOR OFFICE-The Nominating Committee shall present nominations for President and the three Vice Presidents at the Annual Meeting. The membership shall be given an opportunity to make nominations from the floor before any nominations are voted upon.

PART 5. NOMINEES FOR 3RD VICE PRESIDENT - In order to rotate the office to various geographic areas, nominees for 3rd Vice President shall not be from the same county* as the out-going 3rd Vice President.

PART 6. ACTIVE DIRECTORS - Active Directors shall be elected in a caucus of the Active Members from each of the respective three regions. These caucuses shall be held immediately prior to the election of the other officers at the Annual Meeting.

PART 7. ALLIED DIRECTOR - The Allied Director shall be elected in a caucus of the Allied Members, and shall serve a one-year term. This caucus shall be held immediately prior to the election of the other officers at the Annual Meeting.

COMMITTEES

SECTION 1.

STANDING COMMITTEES. The Association shall have the following standing committees, whose members shall be appointed by the President, with the advice and consent of the Executive Committee.

PART 1. TRADE SHOW COMMITTEE - The 1st Vice President shall serve as Chairman of this committee as provided in Article IV of this Constitution. The Trade Show Committee shall have as many members as the Chairman feels necessary, but never less than five. The President shall appoint the other members, but will give consideration to recommendations of the Chairman. This committee shall be responsible for all aspects of the organization, program, and conduct of the trade show.

*REVISED TO READ "REGION" INSTEAD OF "COUNTY"

PART 2. SCHOLARSHIP COMMITTEE - This committee will accept applications from Middle Tennessee students for college scholarships to enroll in, and major in, any recognized horticulture program at any college or university the student shall choose. The committee may award one (1), one thousand dollar ($1,000.00) scholarship per year for each one hundred combined Active, Associate, and Allied members of the Association. The first such scholarship awarded each year shall be designated the Hiram Stubblefield Memorial Scholarship. These scholarships shall be funded by the allocation of ten dollars ($10.00) of dues collected from each Active, Associate, and Allied member, and from such other funds as the Executive Committee may, from time-to-time, provide. Under no circumstances may the committee make any commitments that exceed the cash on hand for such awards. The committee shall consist of a chairman and four other members.

PART 3. MONTHLY PROGRAM COMMITTEE - The 3rd Vice President shall serve as Chairman of this committee as provided in Article IV of this Constitution. This committee shall have two additional members. The President shall appoint the other members, but will give consideration to recommendations of the Chairman. This committee shall be responsible for arranging interesting and educational monthly

programs, obtaining sponsors when possible, and selecting the meeting location. The committee shall also make arrangements for the annual Field Day, which takes the place of the June meeting, and the Christmas Party, which takes the place of the December meeting. This committee will make provisions for name badges for attendees at every meeting. The committee shall make a diligent effort to rotate the meetings among the counties of Middle Tennessee, as long as suitable meeting facilities are available.

PART 4. MEMBERSHIP COMMITTEE - The 2nd Vice President shall be Chairman of this committee as provided in Article IV of this Constitution. The three Active Directors, the Allied Director, and the immediate Past President shall serve as the other members of this committee. This committee shall be responsible for building the membership and attendance at meetings by the following means:

(A) Seek out prospective members of all classes in each of the eligible counties, make personal contact, and try to sign them to membership.

(B) Obtain from the Executive Secretary a list of members who have missed two meetings in a row, and contact them by phone, or in person, asking them to attend the next meeting. Committee members are free to solicit help from other members in this effort.

(C) Give a brief report at each monthly meeting, on the success of the committee's efforts.

(D) Involve the general membership in an ongoing, constant recruitment effort.

SECTION 2.

TEMPORARY COMMITTEES. The Association shall have the following temporary

committees, whose duties will cease when they have carried out their specific function.

PART 1. NOMINATING COMMITTEE - The immediate Past President shall serve as Chairman of this committee. The two Past Presidents immediately preceding him or her shall be the other members of this committee. This committee shall meet at least two weeks before the Annual Meeting and choose an appropriate slate of nominees for officers of the Association. These prospective nominees shall have been contacted by the committee to ascertain that they would be willing to serve. The nominee for 3rd Vice President may not be from the same county* as the current 3rd Vice President. The committee shall present its slate of nominees at the Annual Meeting and move for their nomination. After receiving a second, the President shall then call for nominations from the floor.

PART 2. AUDIT COMMITTEE - This committee shall consist of three members appointed by the President. This committee shall examine the books and records of the Executive Secretary and submit a written report at the Annual Meeting. The members of this committee, with the approval of the Executive Committee, may employ the services of a C.P.A. to assist them if they feel such aid is necessary.

DUES

SECTION 1.

ACTIVE, ASSOCIATE, AND ALLIED MEMBERS. Dues for members in each of these three classes shall be fifty dollars ($50.00) per year.

SECTION 2.

EDUCATION, EXTENSION, AND STUDENT MEMBERS. Dues for members in this class shall be ten dollars ($10.00) per year.

SECTION 3.

HONORARY MEMBERS. Honorary Members shall not be required to pay dues.

VOTING

SECTION 1.

QUALIFICATIONS FOR VOTING. Voting shall be by Active Member firms only, and only one vote per firm may be cast. If more than one representative of a firm is present, they must agree which of them is to vote.

SECTION 2.

CAUCUSES. In caucuses to elect directors, eligible member firms shall also be limited to one vote per firm.

*REVISED TO READ "REGION" INSTEAD OF "COUNTY"

SECTION 3.

QUORUM FOR MEMBERSHIP MEETINGS. No question may be decided, nor any officers elected, unless at least ten percent (10%) of the Active Members are present.

SECTION 4.

QUORUM FOR EXECUTIVE COMMITTEE MEETINGS. No action may be taken by the Executive Committee unless fifty percent (50%), plus one member is present.

MEETINGS

SECTION 1.

ANNUAL MEETING. The Annual Meeting for the election of officers and conducting other annual business shall be the regular January meeting of the Association.

SECTION 2.

MONTHLY MEETING. The regular monthly meeting of the Association shall be the third (3rd) Thursday of each month.

SECTION 3.

SPECIAL MEETINGS. Special meetings may be called by the President or by two-thirds of the Executive Committee.

ORDER OF BUSINESS

SECTION 1.

ANNUAL MEETINGS. The order of business at all Annual Meetings shall be as follows:

(A) Call to order.

(B) Introduction of new members.

(C) President's remarks.

(D) Report of the Executive Secretary.

(E) Reading of important communications.

(F) Reports of committees.

(G) Old business.

(H) New business.

(I) Election of Directors and Officers.

(J) Installation of Officers.

(K) Call by the new President for a motion for the members to ratify and hold harmless, the Executive Committee, the Executive Secretary, the Officers, the Directors, and all other committee members for all actions taken during the preceding year.

(L) Adjournment.

FISCAL YEAR

SECTION 1.

THE FISCAL YEAR of this Association shall be from January 1st through December 31st.

AUTHORITY IN DISPUTE

SECTION 1.

ROBERTS RULES OF ORDER shall be the authority for conducting all meetings, subject to the special rules that may be adopted at any time, by a majority vote of the members present, provided there is a quorum.

SECTION 2.

The President may appoint a Parliamentarian who shall be well versed in Roberts Rules of Order, and who shall interpret the rules when called upon by any member, or by the President.

EXPENSES

SECTION 1.

AUTHORIZED EXPENSES. The Association may pay the authorized expenses of the Officers, Directors, Executive Committee, or other committee members as authorized by the Executive Committee.

SECTION 2.

COMPENSATION. No Officer, Director, or other official of the Association shall be paid any salary, except for the Executive Secretary, whose salary shall be determined by a majority vote of the Executive Committee.

AMENDMENTS

SECTION 1.

PROPOSED AMENDMENTS. Proposed amendments to this Constitution must be in writing, and shall be mailed to the members at least ten (10) days before the regular Annual Meeting, or special meeting at which they are to be voted upon.

THE MIDDLE TENNESSEE NURSERY ASSOCIATION CODE OF ETHICS

With the knowledge that the production and distribution of nursery stock is a worthy and honorable endeavor, and that the basis of our free American economy is the continuation of the honest competitive relationships that have long existed, all members subscribe to the following statement as serving as our guide for the maintenance of these competitive relationships.

(1) We will not offer our merchandise for sale at below cost of production for the purpose of destroying or hindering competition.

(2) We will not offer special discounts to some purchasers which are not offered to all purchasers in the same class of buyers.

(3) We will not falsely advertise our products or service.

(4) We will not imitate the trade-marks, trade names or other identifying marks of other nurserymen.

(5) We will accept The American Standard for Nursery Stock as adopted by the American National Standards Institute, and published by the American Association of Nurserymen, as the standard for grading all nursery stock.

(6) We will not make any secret rebates, refunds, commissions, credits, or unearned discounts for the purpose of injuring competition.

(7) We will not speak disparagingly of our competitors or of their merchandise.

(8) We will not engage in any form of bribery.

(9) We will not publish false or misleading price quotations which would mislead or deceive purchasers of nursery stock.

(10) We will not deliver nursery stock to a customer that does not conform to samples or representations made, nor will we substitute varieties without the consent of the purchaser.

(11) We will clearly state our conditions of sale or replacement, and in case of dispute will make every effort to resolve the difference between us and our customer in a fair and reasonable manner.

DISSOLVING THE ASSOCIATION

SECTION 1.

PROCEDURE. In the event that the members find it necessary or desirable to dissolve this Association, the following procedure will be used.

PART 1. NOTICE - The President will direct the Executive Secretary to mail a written notice to the members, of a regular or special meeting, at which dissolution of this Association is to be voted upon. Such notice must be postmarked at least fifteen (15) days before the date of said meeting.

PART 2. VOTING - A quorum of at least ten (10) percent of the Active Members must be present to decide the question. If two-thirds of the voting members vote in favor of dissolution, the Executive Committee will carry out the Members' directive.