BYLAWS OF BELL COUNTY MASTER GARDENER S ASSOCIATION, INC. Revised Bylaws ARTICLE I NAME

Transcription

1 BYLAWS OF BELL COUNTY MASTER GARDENER S ASSOCIATION, INC. Revised Bylaws ARTICLE I NAME The name of this organization shall be Bell County Master Gardener s Association, INC. The organization was incorporated in the State of Texas under the Texas Non-Profit Corporation Act. The organization, which operates primarily in Bell County, Texas, hereinafter shall be referred to as the Corporation. ARTICLE II CORPORATION PURPOSE The Corporation is a non-profit, charitable, educational, scientific, and literary organization promoting volunteer horticultural education and service to the community. It shall maintain tax-exempt status under Section 501 (c) (3), Internal Revenue Code, as amended. The Corporation will support and assist Texas A&M AgriLife Extension Service, which, in turn, will provide scientific expertise and technical training to members of the Corporation. Texas A&M AgriLife Extension Service shall provide volunteer opportunities and continuing education so that Corporation members may fulfill their volunteer commitments. ARTICLE III MEMBERSHIP Corporation members are graduates of the Texas Master Gardener Training Program administered by Texas A&M AgriLife Extension Service and the Texas A&M System. A member shall perform a minimum number of volunteer hours and continuing education units as determined by the Board of Directors (BOD) and approved by the Texas A&M AgriLife Extension Agent. In no case shall the minimum hours be less than prescribed by the state organization. The recruitment and selection of candidates for the Texas Master Gardener Program shall be made without discrimination based on race, color, religion, sex, national origin, age, disability, genetic information or veteran status. Furthermore, we aspire to maintain a work and educational environment free from discrimination on the basis of sexual orientation, gender identity, or gender expression. The Corporation shall have the following classes of members as documented in the Corporation Handbook: Page 1 of 11

2 Master Gardener Trainee/Intern Honorary Leave of Absence Inactive Faculty/staff and Internal Administration The BOD, by affirmation vote of two-thirds (2/3) of the BOD, may suspend or expel a member for cause after an appropriate hearing called for that purpose or at a regular BOD meeting and approved by the local Texas A&M AgriLife Extension Agent. Any member may resign by filing a written resignation with the Membership Director. A former member may request reinstatement by: Filing out the reinstatement form located in the Corporation Handbook Submitting it to the Membership Committee, who will submit it to the BOD Affirmative vote of two-thirds (2/3) of the BOD Completing reinstatement requirements, as specified in the Corporation Handbook Membership in this Corporation is not assignable. Transfer of membership is documented on the Corporation Website. The BOD shall set the dues for membership in the Corporation, subject to approval by the membership. ARTICLE IV BOARD OF DIRECTORS (BOD) SECTION 1 - COMPOSITION The Corporation affairs shall be managed by a Board of Directors (BOD) which is comprised of: Executive Officers: President; 1 st Vice President; 2 nd Vice President, Recording Secretary, Treasurer Directors: Membership Director; New Class Director; Education/Community Outreach Director; Communications Director; Facilities Director; Killeen Municipal Court Garden Director, Youth Director and Projects Director. Page 2 of 11

3 BOD members, as such, shall not receive any salaries for their services. Nothing contained herein shall be construed to preclude any BOD member from serving the Corporation in any other capacity and receiving compensation for said work. Ex-Officio Member/s - A staff member of Texas A&M AgriLife Extension Service, as assigned by the Bell County Extension Agent, and the sitting immediate Corporation past President shall serve as non-voting ex-officio advisors to the BOD. Ex-officio members shall not make motions at BOD meetings. They shall serve in a leadership advisory capacity only. SECTION 2 TERM OF OFFICE The Executive Officers will serve staggered terms. The President, 2 nd Vice President and Recording Secretary will be elected for a two-year, non-repeatable term. The following year, the 1 st Vice President and Treasurer will be elected for a two-year, non-repeatable term. At the end of an Executive Officer s term, they can be re-elected to a BOD position after waiting one year. However, Executive Officers may serve more than one consecutive term under special circumstances as determined by the BOD. Each Director will serve a two-year term and continue to hold office until their successor has been qualified and elected. Directors may serve more than one consecutive term, as determined by the BOD. In the event of a BOD vacancy, the remainder of the term may be filled with approval of the remaining BOD. A BOD member may be removed from office after three (3) unexcused absences of BOD meetings, as voted upon by the majority of the remaining BOD, or for lack of performance of the role for which elected, as voted upon by two-thirds (2/3) vote of the remaining BOD. Board meetings shall be: SECTION 3 BOARD MEETINGS An annual meeting shall be held each year. A monthly meeting to conduct the Corporation business may be held and is open to the membership. Page 3 of 11

4 Any special meetings called by the request of the President or remaining Executive Officers. Any Executive Session conducted on emergency matters or time- sensitive issues that require action by the Corporation and as called by the President. Quorum: A majority of the BOD shall constitute a quorum for the transaction of business. This quorum shall be the act of the BOD, unless the act of a greater number is required by law or by these Bylaws. BOD Voting: The BOD may vote by electronic means (i.e., or other electronic means) when it is deemed necessary by the BOD President or a BOD majority vote. This Presidential authority should be used sparingly so as to not preclude effective and thorough BOD discussion of issues. Any paper copies or printed s of each individual vote will be retained by the Recording Secretary and attached to the next monthly meeting minutes as a permanent file. Only the Executive Officers and Directors have voting rights on the BOD. BOD members may delegate their vote by written proxy (sent to the President and/or Recording Secretary), in lieu of their absence, at BOD meetings. Any proposal/s (new or old business) requiring a vote by the BOD must be submitted in writing to the President and Recording Secretary, not later than one week prior to the meeting. SECTION 4 GENERAL DUTIES OF BOD The BOD shall be responsible for general supervision of the business and affairs of the Corporation under the direction of the President. Executive Officers and Directors are to perform the duties outlined in the Bylaws, policies and procedures and parliamentary authority. The BOD may create positions as needed by the Corporation. The President and Treasurer have authority to approve expenditures up to the amount of $300 without prior BOD approval. Page 4 of 11

5 In the absence of the Treasurer, the President and 1 st Vice President are authorized to sign checks. President SECTION 5 DUTIES OF OFFICERS (Executive Committee) Shall be the principal executive officer of the Corporation Shall, in general, supervise all of the Corporation business and affairs, with consensus of the BOD Shall preside and set the agenda at all meetings of the members and of the BOD May serve as an ex-officio member of all committees, with the exception of the Nominating Committee Shall appoint two members to audit the financial books prior to the January BOD Meeting 1 st Vice President (Programs) Shall perform the duties of the President in the absence of the President Shall present the monthly program with advance notice to the general membership Will be the liaison between the BOD and the chairperson/s of the following, but not limited to, committees: o Tour/s Committee o Refreshment Committee 2 nd Vice President (Policy & Procedures and Parliamentarian) Shall conduct BOD meetings in the absence of the President and the 1 st Vice President Shall serve as Parliamentarian Chairs the Bylaws Committee Recording Secretary Shall keep the minutes of the general membership meetings when conducting business which calls for a vote and the minutes of BOD meetings Page 5 of 11

6 Shall see that all notices are duly given in accordance with the provisions of these Bylaws, Guidelines and Procedures or as required by law Shall be custodian of the Corporate records Treasurer Shall, if required by the BOD, give a bond for the faithful discharge of their duties in such sum and with such surety or sureties as the BOD shall determine Shall have charge and custody of and be responsible for all funds and securities of the Corporation Shall receive and give receipts for moneys due and payable to the Corporation from any source Shall deposit all such moneys in the name of the Corporation in banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws Shall present financial records for audit annually or as requested by the BOD Prepares a budget for this Corporation for the upcoming year to be submitted at the October BOD meeting, subsequently being submitted for approval by the general membership at the November membership meeting. Membership Director SECTION 6 - DUTIES OF DIRECTORS Ensures that each member meets membership requirements, including education, volunteer hours and dues Shall maintain the member roster Shall send out membership dues reminders Shall keep track of dues paid Shall keep the membership list current using the member database Shall ensure members have current background checks and any other required forms Page 6 of 11

7 New Class Director Will be the liaison between the BOD and the new class committee Will be responsible for reporting new class committee activities at BOD meetings Education/Community Outreach Director Will be the liaison between the BOD and the chairperson/s of the following, but not limited to, committees: o Education/Community Outreach o Plant Sale Will be responsible for reporting committee activities at BOD meetings Communications Director Will be the liaison between the BOD and the chairperson/s of the following, but not limited to, committees: o Newsletter o Webmaster o Correspondence Will be responsible for reporting committee activities at BOD meetings Facilities Director Will be the liaison between the BOD and the chairperson/s of the following, but not limited to, committees o Landscape & Grounds Committee o Laboratory and Learning Center Committee o Greenhouse Committee Will be responsible for reporting committee activities at BOD meetings Killeen Municipal Court Garden (KMCG) Director Will be the liaison between the BOD and the (KMCG) committee Will be responsible for reporting (KMCG) committee activities at BOD meetings Page 7 of 11

8 Youth Director Will be the liaison between the BOD and the Youth committee Will be responsible for reporting Youth committee activities at BOD meetings Projects Director Will review all submission for projects being brought to the BOD and advise requestor, if needed, on requirements for project approval Will inform membership of opportunities to participate in various projects Will be the liaison between BOD and members heading up various projects Will provide the BOD with updates on the status of approved projects ARTICLE V NOMINATION AND ELECTION OF BOD The Nominating Committee will be chaired by the past 2 nd Vice President or designee assigned by the past 2 nd Vice President. The committee shall consist of the chairperson, two additional non-bod members and the immediate past President. The Nominating Committee shall present a slate of nominees for available BOD positions at a monthly membership meeting one month prior to election. At this monthly membership meeting, additional nominations may be made from the floor, with the approval of the person nominated. At the following monthly meeting, BOD nominees will be elected by a majority vote of present members. The newly elected BOD members shall be installed at the next monthly membership meeting and assume their duties on January 1 of each year and serve a term of office to run concurrently with the dates of the fiscal year. ARTICLE VI - MEETINGS OF MEMBERS Meetings of the Corporation are open to all members of the Corporation, with the exception of Executive Session meetings. Regular membership meetings shall be held monthly. The President, the BOD, or not less than one-tenth of certified members may call special meetings of the members. One-fifth (20%) of the qualified members shall constitute a quorum. Page 8 of 11

9 ARTICLE VII FISCAL YEAR The fiscal year of the Corporation shall be January 1 through December 31 on an accrual basis of accounting. The financial records of the Corporation are public information and shall be made available to the BOD, the Membership of the Corporation and the Public. ARTICLE VIII AMENDMENTS TO BYLAWS These Bylaws may be amended or changed when necessary by following the procedures set forth in this article. The proposed amendment or change shall be submitted for consideration by the BOD. If the BOD approves the proposed amendment or change by a simple majority of the total members of the BOD, then notice of the proposed amendment/s shall be posted on the Corporation website. Corporation members will be informed of this posting via the website or via . Following notification to the membership, the proposed amendment/s will be discussed at the next regular membership meeting followed by a vote at the following regular membership meeting. The revised Bylaws will be approved by two-thirds (2/3) vote of the membership present at that meeting. The BOD will ensure a biennial review of the Bylaws is conducted. ARTICLE IX DISCLAIMER OF RESPONSIBILITY The Corporation shall indemnify to the full extent permitted by law against damages, judgments, settlements, costs, charges, and expenses incurred with the defense of any action, suit or proceeding, or any appeal there from, any person or his or her personal representative, made, or threatened to be made, a party to such action, suit, or proceeding, whether civil or criminal, by reason of the fact that such person is or was a member, director, or officer of the Corporation. Nothing in this section shall ever waive the general exemption from liabilities as provided by law. ARTICLE X PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert s Rule of Order Newly Revised shall govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Corporation may adopt. Page 9 of 11

10 ARTICLE XI TRANSACTIONS OF THE CORPORATION Deposits. All funds of the Corporation shall be deposited to the credit of the Corporation to depositaries that the BOD authorizes. Gifts and Contributions The BOD may accept on behalf of the Corporation any contributions, gifts, bequest, or device for the general purposes or for any special purpose of the Corporation. The BOD may make gifts and give charitable contributions that are not prohibited by the Bylaws, Article of Incorporation, State or Federal Law, and will meet requirements for maintaining the Corporation s federal and state tax status. Prohibited Acts. The BOD and the members shall comply with the Bylaws and not act with the intention of harming the Corporation or any of its operations. Conflict of Interest. Any BOD member who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the BOD, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will voluntarily excuse themselves and abstain from discussion and voting on said item. ARTICLE XII BOOKS AND RECORDS Books and Records. The Corporation shall keep correct and complete books and records of accounts. The Corporation books and records shall include at least, but not limited to the following: A file endorsed copy of all documents filed with the Texas Secretary of State relating to the Corporation, such as Articles of Incorporation, Bylaws, and any articles of amendment, restated articles, merger, consolidation, and statement of change of registered office or registered agent Minutes of the proceedings of the BOD and membership meetings, where minutes are taken List of names and addresses of the BOD and any committee members of the Corporation A financial statement showing the assets, liabilities, and net worth of the Corporation at the end of the three most recent fiscal years A financial statement showing the income and expenses of the Corporation for the three most recent fiscal years Rulings, letters, and other documents relating to the Corporation s federal, state, and local tax status The Corporation s federal, state, and local information and tax requirements for each of the Corporation s seven most recent years Page 10 of 11

11 ARTICLE XIII DISSOLUTION Upon the dissolution, the Corporation s assets shall be distributed for one or more exempt purpose within the meaning of section 501(c) (3) of the Internal Revenue Code or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for public purpose. Any such assets not so disposed of shall be disposed exclusively or such purposes or to such organization or organizations which are organized exclusively for 501(c) (3) purposes. CERTIFICATION The amended/changed Bylaws of this Corporation have been approved by the BOD on and adopted by two-thirds (2/3) of the active Corporation membership present and voting on. Signatures of: President: 2 nd Vice President: Page 11 of 11