Stonington Garden Club, Inc.
1. NAME AND PURPOSES
1.1 NAME. The name of the organization shall be the Stonington Garden Club, Inc. (“SGC” or the “Club”).
1.2 PURPOSES and ACTIVITIES. The purposes of SGC shall be to educate and encourage interest in the environment, conservation, and community projects and to stimulate the knowledge and love of gardening among its Members and the members of the community.
1.3 NON-PROFIT STATUS. The Club shall be operated solely for educational, civic, and charitable purposes and in compliance with the requirements of section 501(c)(3) of the Internal Revenue Code; shall not be used or operated for private profit; and no part of its assets or net earnings shall inure to the benefit of any private individual.
2.10 OFFICERS. The Officers of the Club shall consist of a President, two Vice Presidents, a Treasurer, a Recording Secretary, and a Communications Secretary. When deemed appropriate, Assistant Officers and/or Co-Officers may be elected. The duties of the Officers shall be those in general usage within charitable and non-profit organizations, as well as those described in the Standing Rules adopted by the Club.
2.11 The President:
2.11.1 Shall be Chair of the Executive Committee and Chair of the Board of Directors.
2.11.2 Shall appoint all Standing Committee Chairs, in consultation with the Nominations Committee and then subject to Board approval.
2.11.3 Shall be an ex-officio member of each committee.
2.12 The First Vice President: Shall be Chair of the Membership Committee and shall preside in the President’s absence. Shall maintain the Club membership records.
2.13 The Second Vice President: Shall be Chair of the Programs Committee.
2.14 The Recording Secretary: Shall record proceedings of Executive Committee, Board of Directors, (“Board”) and Member Meetings, give appropriate notice of said meetings, and have other such powers and duties as prescribed the Board.
2.15 The Communications Secretary: Shall oversee communications with the Club membership and shall have other such powers and duties as prescribed by the Board.
2.16 The Treasurer: Shall be Chair of the Finance Committee; shall have the ultimate responsibility and accountability for all Club accounts, funds, assets, and disbursements; shall propose the annual budget; shall ensure that procedures are in place to keep accurate accounts and records of the Club; shall make financial reports at regularly scheduled Board meetings and present reports at the Member meetings as circumstances warrant, but no less than once a year at the Annual Meeting.
2.16.1 The financial accounts of the Club shall be reviewed at least once a year by an authorized non-member bookkeeper. At the end of every two years, there shall be an appropriate review by a non-member auditor. Fiscal year shall be July 1 – June 30.
2.20 EXECUTIVE COMMITTEE. The Officers (President, First Vice President, Second Vice President, Treasurer, Recording Secretary, and Communications Secretary) shall act as the Executive Committee and may conduct the affairs of the Club between meetings of the Board.
2.21 All interim actions taken and decisions made by the Executive Committee are subject to ratification by the Board. Each Executive Committee member shall be entitled to a single vote; however, co-officers must select one of the two to vote. They both cannot vote.
2.22 DATES. Shall fix the dates of the Board meetings and monthly Member Meetings.
2.3 ELECTION and TERM. Each Officer shall be elected by Membership, and such vote shall be no later than the Annual Meeting. Each Officer shall hold office for two years or until a successor is chosen.
III. BOARD OF DIRECTORS
3.1 MEMBERS OF BOARD. The Board shall consist of the elected Officers and Standing Committee Chairs. The management of business and affairs of the Club shall be vested in the Board of Directors.
3.2 BOARD TERMS AND LIMITS. Board members shall serve for a term of two years. No one may serve on the Board for more than three consecutive terms (6 years), except for the President, whose term as President shall not count towards this term limit.
3.30 DUTIES of the BOARD.
3.31 Shall administer the affairs of the Club subject to such ratification or approval by the Members as may be required.
3.32 Shall approve the establishment of Special Committees proposed by the President.
3.33 Shall fill all vacancies occurring on the Board, together with the Nominations Committee, including Officers. If the office of President shall become vacant, the First Vice President shall automatically become President for the balance of the term of office. Persons appointed to fill a vacancy shall serve until expiration of the original term. If a Member is appointed to fill an unexpired term, such partial term shall not be included in calculating Term Limits.
3.34 Shall make recommendations to the Membership for its approval of the adoption and/or amendment of the Bylaws or the Standing Rules of the Club.
3.35 Shall vote on the appointment of all Standing Committee Chairs. A majority vote shall constitute approval.
3.4 COMMITMENT OF BOARD MEMBER. By their nomination and election, each Board Member affirms their personal commitment to perform the duties of their position fully and faithfully, to the best of their ability. Absence from three Board meetings, or failure to fulfill other duties of Board membership, shall require adequate written explanation to the President. Failure to comply may, at the discretion of the Executive Committee, constitute a resignation from the Board.
3.5 REMOVAL. An Officer or appointed Standing Committee Chair may be removed from office, with or without cause, by majority vote of the Board.
3.6 VOTING. Each Board Member shall be entitled to a single vote; however, co-officers or co-chairs must select one of the two to vote. They both cannot vote. A vote of the majority of the Board, either in person or via electronic means, if a quorum is present, shall be the act of the board.
3.7 QUORUM. A simple majority of the Board shall constitute a quorum.
3.8 SPECIAL MEETINGS. Special Meetings of the Board may be called via telephone or internet and held at any time with three days’ notice by the President or at the request of at least five members of the Board.
3.9 ELECTRONIC MEETINGS AND VOTING. At the discretion of the President, meetings of the Executive Committee and/or the Board may be held electronically via telephone or similar communications equipment where all participants must be able to be heard, which designates them as present at such meeting. The results of such votes shall be reported at the next Executive Committee or Board meeting and noted on the record.
4.1 COMMITTEE MEMBERS. A Nominating Committee shall be appointed annually by the President, with the approval of the Board of Directors. The Nominating Committee will consist of a Chair and four other members, including the President. Committee members must have been members of the SGC for at least three years. Members of the Nominating Committee may not be nominated for any officer position.
4.2 SLATE PRESENTATION. The Nominating Committee is responsible for proposing a slate of Officers, which shall be presented to the Board, in writing at least two months prior to the Annual Meeting. Following approval by the Board, the Communications Secretary shall then submit the recommended slate (by mail or electronically) to the Membership at least two weeks prior to the Annual Meeting. At the Annual Meeting, the Membership shall vote on the slate pursuant to Sections 9.4-9.5
5.10 COMMITTEES. There shall be three categories of committees:
5.11 Executive Committee: Officers of the Club, elected by the Membership.
5.12 Standing Committees: Chairs are appointed by the President with the approval of the Board and serve on the Board of Directors. The Standing Committees may include but not be limited to the following: Community Projects, Conservation, Flower Show & Design, Photography, Garden History and Design, Archives, Horticulture, Membership, Programs, Publicity, Finance, Governance, and Visiting Gardens.
5.13 Ad Hoc Committees: Chairs are appointed by the President with the approval of the Board. The jurisdiction and scope of authority are specified by the Board in the motion establishing the committee.
5.2 TERMS AND LIMITS OF COMMITTEE CHAIRS. The term of all Chairs and Co-Chairs of Standing Committees shall be two years. No one person may serve as Chair of the same Standing Committee for more than two consecutive terms (4 years), or until a successor is chosen.
5.3 MANAGEMENT and DISBURSEMENT of FUNDS. Any Committee that has been given authority over any Club assets or funds, shall be strictly accountable to the Treasurer and the Board. The Chair of such Committee, or the person designated by the Chair, shall maintain proper records of all such funds and keep the Treasurer fully apprised of all financial matters in a transparent and timely manner. When requested by the President or Treasurer, such Committee or person shall prepare written reports and present them to the Board in person. Any failure to perform these duties in a competent and timely manner shall be considered a serious breach of fiduciary responsibility and cause for immediate removal from those responsibilities and, at the discretion of the Board, may also result in revocation of Membership in the Club.
5.4 COMMITTEE BOARD REPORTS. Committee Reports shall be submitted in advance of each Board meeting.
5.5 ANNUAL COMMITTEE REPORTS. All Chairs shall submit a written report to the Board each year prior to the Annual Meeting of the Members.
6.1 MEMBERSHIP ELIGIBILITY REQUIREMENTS. To be eligible for Membership a candidate shall:
6.11 Show an interest in supporting the objectives and activities of the organization.
6.12 Reside in Stonington or its environs.
6.13 Be willing and able to support the goals of the Club and to participate regularly in its activities and programs.
6.2 LIMITATION ON NUMBER OF MEMBERS. The combined number of Active Members, New Members, and Friend Members shall be limited to 125.
6.3 CLASSES OF MEMBERSHIP. There shall be six classes of Membership, designated as New Member, Active Member, Friend Member, Secondary Member, Honorary Member, and Lifetime Member.
6.31 NEW MEMBERS shall be accepted into the New Membership Program as designated by our Standing Rules. New Member obligations shall include participation in a one-year Introductory Program, designed by the Membership Committee, as well as in regular Club programs and activities.
6.31.1 After one year, those New Members who have successfully completed their Introductory Program shall be invited, at the discretion of the Membership Committee via mail or electronic mail, by the President, to become Active Members of the Stonington Garden Club.
6.31.2 A New Member unable to complete the New Member obligations within a one-year period may be invited to extend the New Member status for an additional year at the discretion of the Membership Chair.
6.31.3 Prospective members will become New Members unless a waiver by the Board of Directors is granted for previous garden club membership.
6.31.4 New Members cannot vote on SGC motions but may vote on proposals that are brought to the SGC by affiliate organizations. New Members pay an initiation fee with the application, and a membership fee when dues are billed.
6.32 ACTIVE MEMBERSHIP shall entail consistent participation in SGC activities, including regular attendance at meetings and workshops, active participation on at least one committee, and active participation in at least two community projects each year.
6.32.1 Failure to fulfill duties of Membership shall require adequate written explanation to the Membership Chair. Failure to comply may, at the discretion of the Executive Committee, constitute a resignation.
6.32.2 Active Members may vote on all motions brought before Club membership.
6.33 FRIEND MEMBERSHIP may be available to Active Members who, after eight years of Active Member participation, are no longer able to give the required time to Club activities. To become a Friend Member, one must apply in writing (mail or electronically) to the Membership Chair. A summary of the Active Member’s history of participation must be included with the letter. The change in membership status will become effective upon approval by the Board.
6.33.1 The number of Friend Members shall be limited to no more than 30% of the total combined number of Active Members, New Members and Friend Members.
6.33.2 Friend Members may vote on proposals that are brought to the SGC by affiliate organizations.
6.33.3 Friend Members who wish to change their status to Active must apply in writing (mail or electronically) to the Membership Chair.
6.34 SECONDARY MEMBERSHIP may be available to members of another garden club who wish to participate in SGC’s activities for a portion of a year. A request for Secondary Membership shall become effective upon a majority vote of approval by the Board. Secondary Members shall have no voting rights.
6.35 HONORARY MEMBERSHIP may be awarded to long-standing members of the SGC who have furthered the Club’s Purpose or to non-members who have demonstrated significant support of our Purpose. Honorary Members shall be elected by the Membership upon recommendation of the Board. They shall have all the privileges of the SGC except that of holding office. Honorary Members are non-voting members and do not pay dues.
6.36 Lifetime Membership may be offered to a member, at the sole discretion of the Board of Directors.
6.36.1 Lifetime Members do not pay dues
6.36.2 Lifetime Members do not have voting privileges.
6.4 MEMBERSHIP STATUS CHANGE. Requests shall be directed to the Membership Chair. Specific procedures and requirements are addressed in Sub-Sections 6.33 of these Bylaws. The Membership Chair shall bring all requests to the Board for a vote.
6.5 LEAVE OF ABSENCE. An Active Member may seek a one-year leave of absence by written request to the Membership Chair and subject to approval by the Board. Dues shall remain the same as those for Active Members. A Member on leave wanting to return to full active status must notify the Membership Chair. A Member on leave wishing to extend the leave must do so by submitting another written request to the Membership Chair. A leave of absence cannot be extended beyond three years.
6.6 MEMBERSHIP TRANSFERS. A Member that requests a letter of recommendation to transfer from SGC to another club must put the request in writing to the Membership Chair. A transferee from another club seeking admission to SGC must have a written recommendation from the President or Board of her former club and must submit the request to the Membership Chair. Members joining the Club by transfer from another club will be considered New Members, unless participation in the New Member Program is waived by the Board.
6.70 MEMBERSHIP RESIGNATION OR REINSTATEMENT.
6.71 RESIGNATION. A Member may resign from the SGC by submitting a letter of intent to the Membership Chair via mail or electronically. The resignation shall become effective upon acceptance by the Board.
6.72 REINSTATEMENT. A former Member who resigned in good standing wishing to rejoin the Club shall submit a written request to the Membership Chair, who shall submit the request to the Board for approval.
VII. MEMBERSHIP COMMITTEE
7.1 MEMBERSHIP CHAIR. The First Vice President shall also serve as Chair of the Membership Committee.
7.2 COMMITTEE MEMBERS. The Membership Committee shall consist of the Chair and not fewer than two, nor more than five, Active Members appointed by the Chair, with prior approval of the Board. The Committee members shall serve for two years and must have been Members of SGC for at least three years.
7.3 CONFIDENTIAL PROCEEDINGS. All discussions of the Membership Committee shall be confidential.
7.4 SIZE OF NEW MEMBER CLASSES. The Board and the Membership Chair shall determine the number of candidates to be invited into each New Member Class.
7.5 CANDIDATE RECOMMENDATIONS and APPROVAL. The Membership Committee shall recommend qualified candidates to the Board for election as New Members. The Board shall vote to recommend each name separately by ballot. The Board shall put forth the recommended New Membership candidates to the Membership for a vote. The candidates shall be approved per Article 9.4 and 9.5 of these Bylaws. Membership shall be ratified upon payment of dues.
7.6 MEMBERSHIP APPLICATION PROCEDURES. The Membership Committee shall follow the written rules of procedure set forth in the Standing Rules.
VIII. PROPOSAL AND ELECTION OF MEMBERS
8.1 MEMBER ELECTION. The power to elect Active Members and New Members to the Club shall be vested in the Membership.
8.2 MEMBER PARTICIPATION. All Active and Friend Members are eligible to propose, second or write supporting letters after a one full year of Active Membership.
8.3 MEMBER EXCLUSIONS. The President, Vice Presidents, and Membership Committee members shall not be eligible to propose, second or write supporting letters.
8.4 MEMBER LIMITATIONS. A Member may propose one candidate annually and second one additional candidate during the year. If a Member has proposed or seconded a candidate for Membership, then that Member may write an unlimited number of letters of support. A Member who has not proposed or seconded a candidate during a given year may write unlimited supporting letters.
8.5 REJECTED CANDIDATES. A candidate for Membership not approved by the Membership Committee or the Board shall not be considered for Membership again for at least three years. At the time of re-submission, the membership process must begin anew. If Membership is denied a second time the candidate shall not be considered again.
IX. MEMBER MEETINGS
9.1 MEMBER MEETINGS. There shall be no fewer than nine Member Meetings of the Membership during the year. Members must respond to meeting notifications via email, phone or other electronic means.
9.2 SPECIAL MEETINGS. A Special Meeting may be called by the President, or a majority of the Board, and must give a minimum of five business days’ notice.
9.3 ANNUAL MEETING. The last regular Membership Meeting shall serve as the Annual Meeting of the Club.
9.4 QUORUM. A 35% of the voting Members of the club must be present to constitute a quorum.
9.5 VOTING. Each Member with voting rights shall be entitled to a single vote. A majority vote rules.
X. MEMBERSHIP DUES
10.1 ANNUAL DUES. Annual membership dues for the five (5) classes of Members shall be determined annually by the Board and approved by the Membership at the Annual Meeting. The relative levels of the annual dues for the various membership categories may be changed from time to time, but must reflect the following:
10.11 NEW MEMBERS. Dues shall be the same as for Active Members, as adjusted by the Board, depending upon date of admission.
10.12 ACTIVE MEMBERS. Dues shall be determined by the Board.
10.13 FRIEND MEMBERS. Dues shall be the same as for Active Members.
10.14 SECONDARY MEMBERS. Dues shall be the same as for Active Members; however, if the Club is exempt from paying dues to an affiliated organization for that Member, such exemption shall be deducted from the dues amount.
10.15 HONORARY MEMBERS. Honorary Members shall be exempt from paying dues.
10.2 DUES PAYMENT DATE. Dues will be billed no later than July 1 and must be paid by August 1. The SGC Fiscal Year begins July 1 and ends June 30.
10.3 LATE FEES will be assessed, as determined by the Board, on all dues not received within 30 days of the Dues Payment Date.
XI. NON-DISCRIMINATION STATEMENT
11.0 To be eligible for Membership a candidate shall be over age 18. SGC does not and shall not discriminate based on race, color, religion (creed) gender, age, gender expression, national origin, disability, marital status, sexual orientation or military status in any of its activities or operations. These activities include, but are not limited to hiring, firing of staff, selection of volunteers and vendors, and provision of services. We are committed to providing an inclusive and welcoming environment for all Members, volunteers, subcontractors, vendors, and clients.
XII. RULES OF PROCEDURE
12.0 PARLIAMENTARY PROCEDURE. The procedure for all committee and member meetings shall be governed by the most current edition of Robert’s Rules of Order, unless otherwise provided by these Bylaws.
XIII. STANDING RULES
13.0 Standing Rules are the procedures and regulations, consistent with these Bylaws, which shall implement and clarify these Bylaws. They shall be binding on all individuals serving the SGC. Standing Rules shall be adopted, amended, waived, or rescinded by a majority of the Board of Directors. In the event of a conflict between the Bylaws and the Standing Rules, the Bylaws shall govern. The Standing Rules shall be published in the annual SGC Yearbook.
14.0 To amend these Bylaws, notice of the proposed amendment(s) must be given at a Member Meeting and voted upon at the next regular meeting, or mailed or delivered electronically to the Membership two weeks prior to a Member Meeting and voted upon at that meeting. A majority of the voting Members of the Club shall constitute a quorum; a majority vote rules.
XV. DISSOLUTION & DISPOSITION OF ASSETS
15.1 DISSOLUTION. The Club may be terminated and dissolved by the written consent of eighty percent (80%) of the voting Members.
15.20 DISPOSITION OF ASSETS. Upon the dissolution of the Club, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Club, dispose of all of the assets of the Club exclusively for the purposes of the Club, in such manner, or to such organization(s) organized and operated exclusively for charitable and educational purposes as shall at the time qualify as an exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.
15.21 No property of the Club should inure to the private profit of any Member or special group except if the Club shall be dissolved, in which instance the assets will be distributed to a similar non-profit organization holding a valid tax exemption permit issued by the Commissioner of Revenue Services.
Amended: November 12, 2019