BYLAWS OF THE GARDENERS OF THE GROVE GARDEN CLUB, As Amended – January 26, 2009
ARTICLE I – NAME AND AFFILIATION
Section 1. The name of this nonprofit garden club shall hereinafter be referred to as “Gardeners of the Grove” of Elk Grove, California, (aka GOTG).
Section 2. This club shall be affiliated as a member of the California Garden Clubs, Inc., (CGCI) and the Sacramento River Valley District of the California Garden Clubs, Inc.(SRVD).
ARTICLE II – CLUB’S PURPOSE AND OBJECTIVES
Section 1. The GOTG is organized for garden-related activities and community service projects. The club’s purpose is to carry out the aims and purposes of California Garden Clubs, Inc., as follows:
- a. Create and promote further interest in horticulture, gardening, floral and landscape design, plant and bird life, and appreciation of the natural beauties of the State of California.
- b. Encourage civic beautification and roadside development.
- c. Assist in projects for the conservation of our natural resources.
- d. Cooperate with other agencies in furthering interest in educational areas.
- e. Restrict activities so that it shall not be used for profit of any member or special group or be used for any purpose other than as stated herein.
Section 2. Specific objectives of GOTG are to:
- a. Bond and network at club and district meeting levels.
- b. Offer tours for enjoyment and education.
- c. Conduct productive meetings & workshops to enhance the club’s activities.
- d. Present educational programs utilizing expert garden speakers.
- e. Encourage the art of gardening and information sharing.
- f. Keep members informed of upcoming events and activities conducted by public and private organizations as they relate to gardening and the environment.
- g. Encourage civic beautification.
- h. Identify ways to give back to the City of Elk Grove through community service projects.
ARTICLE III – ACCOUNTING YEAR
The fiscal year of Gardeners of the Grove shall begin on July 1 and end on June 30.
ARTICLE IV – MEMBERSHIP
Section 1. Membership in this organization shall be open to any individual.
Section 2. The GOTG shall not permit, in their conduct of club affairs, any restriction whatsoever, based upon race, color, creed, national origin, gender, sexual orientation or employment.
Section 3. Any person, wherever residing, shall be eligible upon submission of application and payment of dues.
Section 4. All members shall have the right to hold office.
Section 5. All members shall be encouraged to actively serve as an officer or on at least one committee each year.
Section 6. Resignation of members shall be submitted in writing to the President or Treasurer of GOTG.
ARTICLE V – MEMBERSHIP DUES
Section 1. The annual dues for each individual member shall be Twenty Dollars or as otherwise specified by the Officers. A portion of the dues will include monies sent to CGCI and Sacramento River Valley District on each member’s behalf.
- a. Full-year membership dues are payable on July 1 and delinquent on September 1.
- b. Dues shall be payable to GOTG and submitted to the Treasurer.
- c. Members who join for half-year (December through June) will pay $15.00 for their first year.
- d. Any individual joining April 1 through June 30 shall pay $20 and shall be exempt from dues for the next fiscal year.
- e. Dues for a family of two shall be $35.00.
- f. If dues are not paid by September 1, delinquent members then become ineligible to participate in club activities and lose their privileges with CGCI.
- g. Any individual whose dues are not paid on or before October 1 will be dropped from membership.
- h. Dues amounts are subject to change by a vote of the majority of the Officers.
ARTICLE VI – CLUB MEETINGS
Section 1. Regular monthly meetings shall be held each month at a pre-established location and time.
Section 2. The GOTG meetings shall be presided over by the President, in his/her absence, by the Vice president, or in the absence of each of these personsby a person appointed by the President.
ARTICLE VII – OFFICERS AND DUTIES
Section 1. Officers of GOTG shall be a President, Vice-president, Secretary and
Section 2. The President shall:
- a. Act as the official representative of GOTG.
- b. Preside over business meetings and direct official business.
- c. Appoint committee chairpersons if the committee so wishes, or the chairperson can be chosen by committee members themselves.
- d. Approves all checks for amounts of over $100.
- e. Present an annual report to the membership and the district.
Section 3. The Vice-president shall:
- a. Assist the President in his/her duties.
- b. Preside over meeting in the absence of or at the request of the President.
- c. Act as the official representative of GOTG along with the President.
- d. Perform other duties as directed by the President.
Section 4. The Secretary shall:
- a. Assist officers in planning the content of meeting agendas.
- b. Record and transcribe the minutes of meetings in a clear, unbiased and objective manner.
- c. Submit minutes to officers for review and approval.
- d. Distribute minutes to all members for adoption at the next meeting.
- e. Send out notices of special meetings.
- f. Maintain a Membership Roster of all members in good standing.
- g. Retain a chronological file of all minutes.
- h. Maintain a file of membership applications submitted by members past and present.
- i. Perform other duties as directed by the President.
Section 5. The Treasurer shall be the custodian of all GOTG securities and shall collect and disburse all funds as authorized by the President. The Treasurer’s duties include general financial record keeping and reporting responsibilities as follows:
- a. Collect required dues from all the members.
- b. Ensure membership dues and subscriptions are collected and recorded.
- c. Ensure all bills are paid, including affiliation fees and insurance.
- d. Ensure receipts are issued, if required.
- e. Ensure that funds are used in accordance with the officer or committee decisions.
- f. Prepare and present a year-end financial report to Club’s officers.
- g. Receive all monies collected in the name of GOTG.
- h. Act as liaison with the bank.
- i. Make bank deposits of all monies in the name of GOTG.
- j. Issue all checks. Checks exceeding $100.00 must have prior approval from the President.
- k. Prepare accounts for annual examination by auditor appointed by President.
- l. Perform other duties as directed by the President.
Section 6. A majority of the Officers may declare vacant the position of any officer who has been declared of unsound mind by a final order of court, or convicted of a felony or for any reason without cause.
ARTICLE VIII – VACANCIES
In the event an office (position) becomes vacant before the end of a designated term, the remaining Officers may, by unanimous consent, appoint a replacement to serve the remaining term of office.
ARTICLE IX – LIABILITY INSURANCE & INDEMNIFICATION
Section 1. Liability insurance shall be maintained through our affiliation with CGCI. The President may purchase additional insurance for specific functions as deemed necessary.
Section 2. Officers and other agents of GOTG shall not be personally liable for its debts, liabilities, or other obligations and shall be indemnified against expenses, judgements, fines, settlements and other amounts reasonably incurred in connection with the execution of GOTG duties.
ARTICLE X – COMMITTEES
Section 1. Nominating Committee
There shall be a nominating committee consisting of three members to be appointed by the President. A past president may be a member of the committee if she/he so wishes. The committee shall meet as often as necessary to complete the timely business of the committee. It shall be the duty of this committee to select candidates for the following elected officers: President, Vice-president, Secretary, and Treasurer. All members should be given due consideration as candidates. Guidelines for the Nominating Committee shall be set forth in the GOTG Procedures.
The nominating committee shall:
- a. Actively recruit and contact prospective candidates.
- b. Secure nominations/candidates.
- c. Acquire at least one candidate for each vacant position.
- d. Report the decision of the committee to the officers prior to May meeting.
- e. Present the slate of proposed officers to the membership at the May meeting.
- f. Conduct election for new officers at the June meeting.
Section 2. Standing Committees
There shall be other standing committees as needed, to carry out the vision of the club and to ensure the best interest of the club’s operation. Members, including new members,shall be encouraged to actively serve on at least one committee each year. Guidelines for Standing Committees shall be set forth in the GOTG Procedures.
- a. Committee members shall serve a one-year term.
- b. Chairpersons shall prepare and deliver, to their successors, a written record of duties, activities, and helpful information.
- c. List of Standing Committees and committee duties shall be set forth in the GOTG Procedures.
- d. The President may establish additional Committees as necessary to carry out the work of the club.
ARTICLE XI – ELECTIONS
Section 1. An election shall be held annually (in June) at a regular business meeting.
Section 2. The terms of office for each officer shall be 2 years.
Section 3. Allow for staggering terms with no more than two officers’ terms ending each fiscal year, leaving two sitting officers.
Section 4. Terms shall begin on July 1 and end on June 30 or until the successor(s) assume office.
Section 5. Election shall be by majority of the vote of members present at the election meeting.
Section 6. The election of officers shall be voluntary. All members in good standing shall be considered.
Section 7. Nominations will be accepted from the floor at the May and June meetings.
Section 8. Recommendations, in writing, from individual members may be submitted to the nominating committee for its consideration not later than May 15.
ARTICLE XII – FINANCES
Section 1. The fiscal year shall be July 1 through June 30.
Section 2. No member shall incur indebtedness on behalf of the club without prior authorization by the President.
Section 3. The President or Vice-president shall not take action upon a project that contemplates additional monetary contributions from members until the club members have presented the details of such project at a regular meeting and approved.
Section 4. The GOTG shall have, in place, detailed monetary practices and procedures that appropriately describe the methods of Handling Club Revenue, e.g., securing, documenting and depositing all monies related to:
- a. Fundraisers and other revenue-generating events.
- b. Seeking and accepting donations.
- c. Collecting funds and dues.
- d. Monetary transactions.
Section 5. Purchases, Expenditures, Petty Cash and Reimbursement guidelines for club-related purchases and expenditures shall be set forth in the GOTG Procedures.
Section 6. Execution of Instruments. The Officers, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of GOTG to enter into any contract or execute and deliver any instrument in the name of and on behalf of GOTG, and such authority may be general or confined to specific instances. Unless so authorized, no officer or agent shall have any power of authority to bind GOTG by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
ARTICLE XIII – FINANCIAL AUDIT
A person with accounting knowledge shall be appointed by the President to audit the treasurer’s books at the end of the fiscal year and submit a report at the next GOTG meeting.
ARTICLE XIV – METHOD OF AMENDING BYLAWS & PROCEDURES
Section 1. Not withstanding Article XV, Section 3, these bylaws may be amended at any meeting of GOTG by a majority vote of members present, provided that a notice of the proposed amendment(s) has been presented to the membership at the previous regular meeting or sent to all members maintaining an e-mail address on file 15 days in advance of the meeting.
Section 2. Any changes in CGCI bylaws that specifically affect GOTG shall automatically become part of GOTG bylaws.
Section 3. The Officers are the policy-making agents of GOTG. Additions, deletions or amendments to those procedures by a majority of Officers shall become effective immediately upon adoption, unless otherwise specified.
ARTICLE XV – DISSOLUTION
In the event that GOTG should be dissolved, all remaining assets at the time of dissolution, and after payment of outstanding liabilities, shall, in accordance with Article XVI, Section 5, be donated to the Elk Grove Community Garden or any other non-profit organization that the majority of the members wish.
ARTICLE XVI – REQUIREMENTS TO BE AN EXEMPT ORGANIZATION
Section 1. The GOTG is organized exclusively for charitable, religious, educational, or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 2. No part of the net earnings of the GOTG shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.
Section 3. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Section 4. Notwithstanding any other provision of these articles, the GOTG shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 5. Upon the dissolution of the GOTG, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the organization 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 purposes.
The foregoing amended Bylaws of the Gardeners of the Grove Garden Club (GOTG) were duly adopted by the members of the GOTG in accordance with provisions of Article XV of the GOTG bylaws as of its meeting held on January 26, 2009.