BYLAWS of the Fallbrook Garden Club
ARTICLE I - NAME AND AFFILIATIONS
The name of this organization shall be Fallbrook Garden Club, Inc. (The Club). This corporation shall be a member of the National Garden Clubs, Inc. (NGC), Pacific Region, and the California Garden Clubs, Inc. (CGCI), Palomar District.
ARTICLE II - OBJECT
A. The purposes for which The Club is organized are exclusively charitable, scientific, literary and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law.
B. Notwithstanding any other provisions of these articles, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law.
C. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not in the furtherance of its exempt purposes.
ARTICLE III - MEMBERSHIPS AND DUES
SECTION 1 - CLASSIFICATIONS AND QUALIFICATIONS
1. have an active interest in gardening,
2. pay dues and have the right to vote,
3. receive the yearbook and the newsletter and
4. actively participate in Club projects, activities, and/or offer financial support.
B. Honorary Members
1. An Honorary membership may be given to a non-member in recognition of service or support to The Club.
2. Honorary Membership is for the period of one Club year.
3. Recipients have no vote and pay no dues but may receive the newsletter.
4. Recipients may attend any Club meeting, program or event but have no responsibility for project support.
5. Recommendations for Honorary Membership shall be approved by the Board of Directors (The Board) at the April Board meeting. Those nominations, if any, passed by the Board shall be presented to the membership at the April general meeting for approval by a majority vote.
C. A Life Membership in The Club may be given to a specially selected person in recognition of outstanding service to the organization.
1. Life members may attend any meeting or program but have no obligation for project support.
2. Life members pay no dues, but have a vote and receive a yearbook and the newsletter.
3. A nomination for Life Membership may be submitted by any active member. Life Membership may be granted by The Board. Nominations will be reviewed and voted on at the April meeting of The Board.
D. A Life Membership in CGCI or NGC may be given to a member in appreciation of service to The Club without effect on Club membership status.
SECTION 2 - DUES
A. The fiscal year of The Club shall be July 1 to June 30.
B. Annual dues may be reviewed by The Board at the April Board meeting and recommendations for changes presented to the membership at the April general meeting. Approval requires a majority vote of the members present.
C. New members joining after February 1 shall pay one-half (1/2) of the annual dues.
D. Annual dues are payable on July 1.
ARTICLE IV - OFFICERS
SECTION 1 - CLASSIFICATION
A. The elected offices of The Club shall be President, First Vice President, Second Vice President, Third Vice President, Recording Secretary and Treasurer. The term of office shall be one year.
B. Any elective office may be held by more than one individual.
C. The President(s) and First Vice President(s) shall serve no more than two consecutive years in the same office.
D. The Parliamentarian and Corresponding Secretary shall be appointed by the President(s), subject to Board ratification. They shall have a vote on the Executive Committee.
SECTION 2 - QUALIFICATION AND ELECTION
A. To be eligible for an office, a candidate shall be a member in good standing.
B. A Nominating Committee shall consist of three members and an alternate; one member appointed by The Board to be Chair, and two members and the alternate elected by a majority vote at the January general meeting. The committee shall publish the slate of officer nominees in the newsletter prior to the April general meeting.
C. Nominations may be made from the floor at the time of election, provided the consent of the nominee has been obtained.
D. Election of officers shall be at the April general meeting. A majority vote shall elect. If there is only one nominee for an office, or two individuals are joint nominees for an office, voting shall be by voice vote; otherwise, voting shall be by written ballot.
E. New officers shall be installed at the June general meeting and assume their duties at the end of the fiscal year.
SECTION 3 - VACANCIES
A. A vacancy of any office other than President shall be filled by appointment made by the President(s) and approved by The Board.
B. Should a vacancy in the office of President occur, the First Vice President shall automatically become President, and the office of First Vice President shall become vacant, to be filled by appointment. In the event of co-Presidents, should a vacancy occur, the remaining co-President shall preside.
SECTION 4- THE EXECUTIVE COMMITTEE
A. The Executive Committee shall consist of the elected officers, Corresponding Secretary and Parliamentarian.
B. Meetings shall be held at the call of the President(s) to conduct such business as may be necessary between general meetings or meetings of The Board.
C. A quorum to conduct business shall consist of four (4) Executive Committee members.
SECTION 5 – THE BOARD
A. The Board shall consist of the elected and appointed officers and committee/activity chairs.
B. A quorum to conduct business shall consist of four (4) Executive Committee Members and four (4) Board Members.
C. Meetings shall be held at least seven (7) times a year at a time and place anounced in the yearbook and newsletter.
D. The Board shall select a qualified person from outside the membership for an annual audit of the Treasurer’s records.
SECTION 6 - DUTIES OF OFFICERS
A. The President(s) shall
1. Preside at all meetings of The Club.
2. Appoint, with The Board approval, a Parliamentarian, Corresponding Secretary and Chairs of all standing and special committees except the Nominating Committee.
3. Be an ex-officio member of all committees except the Nominating Committee.
4. Report the year’s work to the membership at the June general meeting.
5. Attend District meetings and serve as delegate to the CGCI Convention.
6. Sign checks as necessary.
7. Appoint District delegates as provided in Palomar District Bylaws (one per each fifty members).
8. Arrange locations for general and Board meetings.
B. The First Vice President(s) shall
1. Be Program Chair for the general meetings.
2. Perform the duties of the President(s) in her/his absence.
C. The Second Vice President(s) shall be Publicity Chair for Club events.
D. The Third Vice President(s) shall
1. Be responsible for membership and member records and new member orientation.
2. Report the number of members quarterly to the Treasurer.
E. The Recording Secretary(ies) shall
1. Record the proceedings of all general and Board meetings and provide a written copy to the President(s) and Treasurer at least one week prior to the following meeting.
2. Have charge of all records and current documents pertaining to the work of The Club and maintain a permanent copy of the bylaws, standing rules and minutes.
3. Select three (3) members, who attended the previous general meeting, to read and approve the minutes. These minutes will be posted at the general meeting.
F. The Treasurer(s) shall
1. Be custodian of all funds belonging to The Club, depositing them promptly in the bank designated by the Executive Committee.
2. Keep accurate records of all funds and prepare a written report to be presented at each Board meeting with copies to the President(s) and Recording Secretary. The written report will be posted at the next general meeting.
3. Present all requests for expenditures over $300.00, not in the budget, to The Board for consideration. Final acceptance of The Board approved expenditures will require a majority vote of the membership at the next general meeting.
4. Submit books for audit promptly at the close of the fiscal year to a qualified non-member selected by The Board.
5. Update bank signature cards within thirty (30) days after close of term of office.
6. Pay any federal, state or local taxes as required.
7. Pay bills covered by the budget.
G. The Corresponding Secretary shall handle all incoming and outgoing correspondence of The Club and maintain a file of all business correspondence.
H. The Parliamentarian shall
1. Advise on parliamentary questions by any member or officer.
2. Be Chair of the Bylaws Committee.
I. Each elected and appointed officer shall keep an updated Procedures book to pass on to his/her successor at the end of the term and shall give a written or electronic report to the current President(s).
ARTICLE V - MEETINGS
SECTION 1 - GENERAL MEETINGS
A. The general meetings shall be held at 1 p.m. on the last Tuesday of each month from September to June inclusive unless changed by The Board .
B. The general meeting in April shall be the annual meeting.
C. A quorum to conduct business shall consist of ten (10) members, two (2) of whom shall be elected officers.
SECTION 2 - SPECIAL MEETINGS
A special meeting may be called by a majority of the Executive Committee or a petition of ten or more members in good standing. Notification of the meeting to the members must be made at least ten days prior to the meeting.
ARTICLE VI - COMMITTEES
A. Committees of The Club shall conform to those of CGCI as nearly as possible.
B. Each committee chair may appoint the members of his/her committee except for the Budget Committee and the Nominating Committee.
C. Each committee chair shall keep an updated Procedure Book to pass on to his/her successor at the end of the term, and shall give a written or electronic report of the year’s activities to the current President(s) at the June Board meeting.
ARTICLE VII - BUDGET
SECTION 1 - BUDGET COMMITTEE
The Budget Committee shall be appointed by the President(s) Elect following election of officers in April. It shall be composed of the Treasurer(s) Elect, the Outgoing Treasurer(s) plus one other Board member. If the current Treasurer is serving another year, the committee shall be composed of the current Treasurer and two other Board members.
SECTION 2 - BUDGET
The budget shall be presented to The Board for approval at the June Board meeting. Final acceptance of the budget will require a majority vote of the membership at the June general meeting.
ARTICLE VIII – SCHOLARSHIP
A. The Club may award one or more scholarships each year to a graduate or resident of the Fallbrook Union High School District. Qualified applicants must be a graduating high school senior or currently enrolled at an accredited college or university.
B. Nominees for scholarship awards shall be selected by The Club's Scholarship Committee from applications received. The selection(s) shall be based on character, scholarship, aptitude, ability to succeed and financial need and approved by the Board.
C. The recipient(s) must be planning a career in plant based agriculture, botany, conservation, entomology, environmental studies, floriculture, forestry, horticulture, landscape architecture, plant biology, plant genetics, urban planning or a related field.
D. The student(s) may select the college or university of his/her choice provided there is a recognized department in one of the fields specified above.
E. The scholarship money shall be sent directly to the selected institution(s).
ARTICLE IX - AMENDMENTS
These bylaws may be amended at any general meeting by a two-thirds (2/3) vote of members present provided written or electronic notice has been given to all members at least ten (10) days prior to the meeting.
ARTICLE X - PARLIAMENTARY AUTHORITY
The current edition of Robert’s Rules of Order, Newly Revised, shall govern the proceedings of this Club in all cases not provided for in these bylaws.
ARTICLE XI- DISSOLUTION
A. No part of the net earnings of the corporation shall inure to the benefit of or be distributed to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments distribution in furtherance of the purposes set forth in Article 4 of incorporation papers.
B. Upon the dissolution of the corporation,The Board shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation in such manner, or to such organization or organizations organized exclusive for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organization under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Revenue Law) as the Board of Directors shall determine. Any of such assets not so disposed of shall be disposed of by the Superior Court of the County in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as said court shall determine which are organized and operated exclusively for such purpose.
Revised: September 2010