BYLAWS

WEST VIRGINIA NURSERY & LANDSCAPE ASSOCIATION, INCORPORATED

AMENDED AND RESTATED Feb 19, 2026

ARTICLE I. Name, Purpose & Powers

Section 1.1. Name. The name of this corporation shall be WEST VIRGINIA NURSERY & LANDSCAPE ASSOCIATION, INCORPORATED (the “Corporation”).

Section 1.2. Purposes. The Corporation is organized exclusively for agricultural and horticultural purposes within the meaning of Section 501(c)(5) of the United State Internal Revenue Code of 1986, as amended (the “Code”), or any subsequent law of like import, for the following objects and purposes:

(1) to promote and enhance the nursery and landscape industry in the State of West Virginia;

(ii) to educate members and the general public;

(iii) to encourage professionalism within the green industry;

(iv) to engage in philanthropic endeavors with and to individuals and organizations consistent with these objects and purposes; and

(v) to organize, engage in, or sponsor educational programs or other events consistent with these objects and purposes.

Section 1.3. Location. The address of the Corporation’s principal office is 608 Deming Drive, Charleston, West Virginia 25314 or at some other place within the United States, as the Board of Directors shall designate.

Section 1.4. Authority. In pursuit of its objects and purposes, the Corporation shall have all the same powers and authority as set forth in W. Va. Code § 31E-3-302, as amended, or any successor law of like import, and all other powers and authority necessary or convenient for carrying out the objects and purposes set forth in the Amended and Restated Articles of Incorporation.

Section 1.5. Limitations.

Political Activity. No substantial part of the activities of the Corporation shall consist of the carrying on of political propaganda or otherwise attempting to influence legislation, except only to the extent permitted by applicable law. The Corporation shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office, except to the extent permitted by applicable law. Notwithstanding anything stated in these Bylaws, the Corporation shall not engage in any act or activity that is inconsistent with Section 501(c)(5) of the Code, or that would disqualify or terminate the Corporation as an exempt organization under Section 501(c)(5) of the Code or any successor or other law of like import.

In the event of dissolution of the Corporation, the assets of the same shall be liquidated in the manner set forth in the Amended and Restated Articles of Incorporation, and the Board of Directors shall adopt, in accordance with the Internal Revenue Code and applicable state law, a plan to distribute the assets of the Corporation upon dissolution.

ARTICLE II. Board of Directors

Section 2.1. General Provisions. The affairs of the Corporation shall be managed by its Board of Directors (the “Board”). The Board shall manage, regulate, govern and conduct the affairs and business of the Corporation directly and through its officers in fulfillment and furtherance of the objects and purposes of the Corporation as described in the Amended and Restated Articles of Incorporation. The Board shall have the power and authority to do and perform all acts and functions consistent with these Bylaws.

Section 2.2. Composition; Election; Term.

The Board shall be composed of no fewer than seven natural persons.

At the annual meeting, the membership entitled to vote shall nominate members of the Board and elect members by a majority vote.

Term. Each member of the Board shall serve a term of three years, commencing upon his or her election, or appointment, and continuing until his or her successor is duly elected and certified to serve on the Board. If a member fills a vacant seat on the Board, then he or she will serve the balance of the term. Terms shall be staggered. Approximately one third of the terms of the members of the Board shall expire each year. The Board shall, as of the date of the adoption of these Bylaws, set forth in the corporate records, a written statement describing the staggered terms of members currently elected to the Board.

Section 2.3. Board Vacancies. Unless otherwise provided by statute, law, or the Amended and Restated Articles of Incorporation, any vacancy occurring on the Board may be filled by a majority vote of the remaining directors present at a properly called meeting of the Board, and the director elected to fill such a vacancy shall serve until the next annual meeting or until his or her successor is elected and assumes his or her duties.

Section 2.4. Schedule of Meetings. The meetings of the Board shall be regular and special.

Regular. Regular meetings of the Board shall be held quarterly at the Corporation’s office on the dates and times determined by the Board, unless otherwise stated in the notice. Written notice shall be given of the time and date of each meeting no less than ten nor more than sixty days from the date of the meeting.

Special. Special meetings may be held upon the request of the President or by a majority of the Board at such time and location as may be published in the written notice of special meetings. The notice of a special meeting shall contain a description of the purpose, or purposes, of the meeting and be given no less than ten nor more than sixty days from the date of the meeting.

Section 2.5. Management of Meetings. All Board meetings will be conducted by the President. If the President is not present, the Vice President shall preside. If neither the President nor the Vice President is able to conduct the meeting, the attending directors shall select, by a majority vote, a director who is present to conduct the meeting. The most recent edition of Robert’s Rules of Order shall, to the extent consistent with these Bylaws, govern the proceedings of these meetings.

Section 2.6. Minutes of Meetings. Minutes of the meeting shall be recorded and filed by the Secretary of the Corporation. If the Secretary is not present, the President will designate a member of the Board to record the minutes for that meeting.

Section 2.7. Quorum; Voting

Quorum. A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a majority of the directors are present at a meeting, a majority of the directors present at the meeting may adjourn the meeting without further notice.

Action. The Board shall only consider motions presented by any director at the meeting. The Board may vote on motions presented at any meeting where a quorum is present, except as otherwise provided herein. Unless otherwise provided herein, motions shall be adopted when a majority of the quorum present at a meeting vote in favor of the motion.

Voting. The vote of a majority of the members of the Board at any meeting at which a quorum is present shall decide any questions properly brought before the meeting, except as otherwise provided by these Bylaws, the Amended and Restated Articles of Incorporation, or the laws of the State of West Virginia.

Section 2.8. Remote Participation. Members of the Board may participate in any meeting by, or conduct the meeting through, the use of any means of communication by which all members of the Board participating may simultaneously hear each other during the meeting, and any member of the Board participating in a meeting by these means is deemed to be present in person at the meeting. Voting may be taken orally during any such electronic conference, but the agreement shall be reduced to a writing (by the Secretary of Executive Director) and approved by the directors at the next regular or special meeting.

Section 2.9. Action Without a Meeting. Whenever the vote of the Board is required or permitted to be taken at a meeting in connection with any action by the Board, the meeting and vote may be dispensed with if all of the members of the Board shall agree in writing to such actions being taken, and such agreement shall have the same effect and validity as though the action were duly taken by the unanimous vote of all the directors at a meeting called and duly held.

Section 2.10. Removal from Office. The Board may, after reasonable written notice has been delivered to the member in question, specifying at least the grounds for removal and the date, location and time of a meeting of the Board to consider the issue where an opportunity to be heard will be provided, remove, for cause or without cause, any director.

Section 2.11. Availability of Minutes and Corporate Records. Copies of the minutes shall be filed with the official corporate records. All books, documents, and records of the Corporation shall be available for inspection by the members of the Board, upon request, in the Corporation’s office.

Section 2.12. Committees. The Board may establish one or more committees for the purpose of making recommendations to the Board on any area in which the Board would be, or may be, required to render decisions for the Corporation.

Section 2.13. Mid-Atlantic Nursery Trade Show. The Board shall appoint member representatives to the Mid-Atlantic Nursery Trade Show Board of Directors.

ARTICLE III. Officers

Section 3.1. Officers Generally. The Board shall elect or appoint the officers of the Corporation at the annual meeting of the directors. The officers of the Corporation shall be President, Vice-President, Secretary, and Treasurer, each of whom shall be a Voting Member of the Corporation and a member of the Board.

Section 3.2. Term; Officer Descriptions. Officers shall serve two-year terms, unless he or she resigns, is removed by the Board, or is otherwise disqualified to serve.

President. The President shall be the chief executive officer of the Corporation; he or she shall preside at all meetings; shall be an ex officio member (voting member) of all standing or special committees; shall have general charge of the activities of the Corporation; shall see that all resolutions of the Board are carried into effect; and, in general, shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board.

Vice President. The Vice President shall in the absence or disability of the President perform the duties and exercise the powers of the President and shall perform such other duties as the Board may prescribe.

Secretary. The Secretary shall be custodian of the corporate records; authenticate records of the Corporation, and perform all duties incident to the office of Secretary and all such other duties as may be prescribed by the President or the Board.

Treasurer. The Treasurer shall have custody of the Corporation’s funds; keep full and accurate accounts of receipts and disbursements; deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board; disburse funds of the Corporation as may be ordered by the Board, and demand proper vouchers for such disbursements; maintain and render to the President and directors at the meetings of the Board, or whenever required, an account of all transactions and of the financial condition of the Corporation; audit the financial records as required by the Board; and shall furnish a surety bond in the amount determined by the Board, the premium of which shall be paid by the Corporation.

Executive Director. The Executive Director shall be responsible for the day-to-day management and administration of the Corporation’s affairs, subject to the direction, supervision, and control of the Board. The Executive Director shall perform such duties and exercise such authority as may be assigned by the Board. The Executive Director shall furnish a surety bond in the amount determined by the Board, the premium of which shall be paid by the Corporation.

Section 3.3. Removal. All officers shall be subject to removal at all times by the affirmative vote of the majority of the Board.

Section 3.4. Vacancies. The Board may fill any vacant offices at any meeting of the Board or by written consent thereof consistent with these Bylaws and the laws of the State of West Virginia.

Section 3.5. Employees. The Board may engage the services of employees as may be deemed necessary or advisable for the furtherance of the objects and purposes of the Corporation.

ARTICLE IV. Members

Section 4.1. Active Member. Any person who is a resident of the State of West Virginia and who owns and operates a West Virginia licensed business to grow or sell ornamental nursery stock, or provides services to the nursery and landscape industry, may apply to become an Active Member. West Virginia superintendents of parks and estates, public gardens, and arboretums; horticulture educators; and officials with the West Virginia Department of Agriculture may also apply to be Active Members. Active Members are entitled to 1 (one) vote on each matter, each respectively, and may be elected as an officer or member of the Board.

Section 4.2. Associate Member. Any person who owns and operates a business outside of the State of West Virginia to grow or sell ornamental nursery stock, or provides services to the nursery and landscape industry, may apply to become an Associate Member. Associate Members have no voting rights and may not be elected as an officer or member of the Board.

Section 4.3. Affiliate Member. An Active, Individual Professional, or Associate Member may designate a person, to represent the member at a members’ meeting as an Affiliate Member. Affiliate Members enjoy the benefits afforded to Active, Individual Professional, and Associate Members, but have no voting rights and may not be elected as an officer or member of the Board.

Section 4.4. Individual Professional Member. Any person who is professionally engaged in the horticulture or landscape industry, or anyone who has retired from a professional nursery or landscape position may apply to be an Individual Professional Member. These members are entitled to 1 (one) vote on each matter, each respectively, and may be elected as an officer or member of the Board.

Section 4.5. Allied Member. Upon being sponsored by a Voting Member, a national and regional business with its gross sales being 25% or more in green goods and with maintenance of year-round sales facilities for nursery stock, may apply to be an Allied Member. Allied Members have no voting rights, and may not be elected as an officer or member of the Board.

Section 4.6. Student Member. Any individual student currently enrolled in a horticultural or landscape program in high school or a post-secondary educational institution in West Virginia may apply to be a Student Member. Student members have no voting rights and may not be elected as an officer or member of the Board.

Section 4.7. Honorary Member. Upon the written recommendation of any member to the President, and upon the President’s recommendation to and approval by the Board, an individual in the field of horticulture or landscape architecture; or outstanding service to the nursery and landscape industry in West Virginia may become a lifetime Honorary Member of the Association. Honorary Members pay no dues, have no voting rights, and may not be elected as an officer or director of the Association.

Section 4.8. Voting. Presence in person or by proxy of the Voting members shall constitute a quorum of any meeting of the members. A majority vote of the voting members present and by proxy shall carry any action proposed or voted on at a members’ meeting.

Section 4.9. Membership Application. Application for membership in any class, with the proper fee, shall be submitted to the Executive Director for approval.

ARTICLE V. Dues

Section 5.1. The Board shall promulgate a policy setting forth the amount of annual dues payable to the Corporation by each class of membership. The Board, in its sole discretion, may determine to amend this policy. The Board shall notify the membership of any such change at the annual meeting.

Section 5.2. Annual dues shall accompany each membership application, and, upon acceptance, shall constitute payment of the member’s dues for the following 12 months.

Section 5.3. When any member of any class is in default of their payment obligation for a period of one month from the beginning of their annual renewal date, his or her membership may thereupon be terminated by the Board.

ARTICLE VI. Meetings

Section 6.1. Annual Meeting. An annual meeting of the members shall be held each year at a place in West Virginia as called by the President and set (date, time and place) by the Board, or as soon thereafter as may be. At least 30 days prior to the date fixed by the Board for the holding of the annual meeting of members, written notice of the time, place and purpose of such meeting shall be mailed or transmitted by electronic means by the Secretary, or Executive Director, to each member entitled to vote at such meeting; one of the purposes of which shall be the election of the Board.

Section 6.2. Special Meetings. Special meetings of the members may be called at any time by

(i) the President;

(ii) majority of the Board; or

(iii) by a 1/3 (one-third) of voting members.

The method of which such meetings may be called is as follows: upon receipt of a specification in writing setting forth the date and object of such proposed special meeting, signed by the President, by a majority of the Board, or by a 1/3 (one third) of voting members. The Secretary, or Executive Director, shall prepare, sign, and mail, or transmit by electronic means, the notices requisite to such meeting at least 30 days prior to the date fixed for a special meeting. The written notice shall contain the time, place and purpose of the special meeting and shall be mailed or transmitted by electronic means by the Secretary, or Executive Director, to each member entitled to vote at such meeting. No business not mentioned in the notice shall be transacted at such meeting.

ARTICLE VII. Amendments

Section 7.1. Amendments. These Bylaws may be amended, altered, changed, added to or repealed by the affirmative vote of 2/3 of the members present and entitled to vote at any regular or special meeting of the members if notice of the proposed amendment, alteration, change, addition, or repeal be contained in the notice of the meeting.

Section 7.2. Periodic Review. These Bylaws shall be periodically reviewed.

ARTICLE VIII. Fiscal Year

Section 8.1. The fiscal year of the Corporation shall begin on the first day of January and end on the 31st day of December each calendar year.

ARTICLE IX. Contracts, Checks, Deposits, and Funds

Section 9.1. Contracts. The Board may authorize any officer or officers, agent, or agents, of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 9.2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall be determined by resolution of the Board. In the absence of a determination by the Board, such instruments shall be signed by the Treasurer.

Section 9.3. Deposits. All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select.

Section 9.4. Gifts. The Board may accept on behalf of the Corporation any contribution, gift, bequest or device for the Corporation’s general purposes and for any special purposes of the Corporation.

ARTICLE X. Liability and Indemnification

Section 10.1 Limitation of Liability. Under W. Va. Code § 31E-2-202(b)(4) or any successor law of like import, the directors of the Corporation shall not be liable for monetary damages for any action taken, or any failure to take any action, in their capacity as a director, except liability for any of the following:

(a) The amount of a financial benefit that the director received to which the director is not entitled;

(b) An intentional infliction of harm on the Corporation;

(d) An intentional violation of criminal law; or

(e) Damages incurred in the case of a director who votes for or assents to a distribution in violation of the law of the State of West Virginia or the Articles of Incorporation of the Corporation, as amended.

Section 10.2 Indemnification. The Corporation shall indemnify any director or officer who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was or is a party because he or she is a director of the Corporation, against reasonable expenses that he or she incurs in connection with the proceeding. The Corporation may further indemnify any director or officer to the extent that the laws of the State of West Virginia permit if (a) he or she conducted himself or herself in good faith; he or she reasonably believed, in the case of conduct in his or her official capacity, that his or her conduct, was in the best interests of the Corporation; and, in all other cases, that his or her conduct was at least not opposed to the best interests in the Corporation; and, in the case of a criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful; or (b) he or she engaged in conduct for which broader indemnification has been made permissible or obligatory under the articles of incorporation.

The Corporation may obligate itself in advance of the act or omission of a director or officer giving rise to a proceeding to provide indemnification in accordance with W. Va. Code § 31E-8-851 or advance funds to pay for or reimburse expenses in accordance with W. Va. Code § 31E-8-853.

The Board shall have the sole discretion to determine whether amounts for which a director or officer seeks indemnification were properly incurred and whether such director or officer acted in good faith and in a matter he or she reasonably believed to be in the best interests of the Corporation, and whether, with respect to any criminal action or proceeding, he or she had no reasonable grounds for belief that such action was unlawful. The determination shall be made by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding.

The foregoing rights of indemnification shall not be deemed to limit in any way the powers of the Corporation to indemnify under applicable law.

Section 10.3 Insurance. The Corporation shall have power to and may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation and is or was serving at the request of the Corporation as a director, officer, employee or agent against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under applicable law.

These Amended and Restated Bylaws of the West Virginia Nursery and Landscape Association, Inc., were approved and adopted by 2/3 (two/thirds) of the members present and entitled to vote at the annual members meeting on the 19^th day of February, 2026.

Robert Gompers

President’s Signature

Julie Robinson

Executive Director’s Signature

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