MASTER GARDENER FOUNDATION OF GRAYS HARBOR & PACIFIC COUNTIES OF WASHINGTON STATE BYLAWS SECTION I. NAME AND LOCATION The name of this organization shall be: Master Gardener Foundation of Grays Harbor &Pacific Counties of Washington State. The location and chief place of business shall be in Grays Harbor County, Washington. Mailing address is P.O. Box 3018, Elma, WA 98541. SECTION II. DEFINITION Foundation. The Master Gardener Foundation of Grays Harbor & Pacific Counties. SECTION III. PURPOSES The purposes of this organization are solely educational and charitable, in furtherance of the WSU Master Gardener program in Grays Harbor and Pacific Counties, without the inclusion of any purpose or intention of carrying on any business, trade, avocation, or profession for profit. Without limitation as to the generality of the foregoing, the following purposes are specifically stated: 1. To enhance and supplement the effort of the Washington State University Extension Master Gardener program and thereby to provide education and information on horticulture to the citizens of Grays Harbor and Pacific Counties. 2. To raise funds to be used to supplement and enhance the Master Gardener program in Grays Harbor and Pacific Counties. 3. To facilitate an exchange of ideas and information between individuals of this Foundation through periodic newsletters, seminars, and educational programs. SECTION IV. MEMBERSHIP A. The membership of the Foundation shall consist of all currently certified Grays Harbor and Pacific Counties Master Gardeners, current-year Master Gardener interns, Emeritus Master Gardeners in good standing who wish to be members of the Foundation. B. Each individual member shall be entitled to cast one vote at any election or on any subject at any regular or special meeting of the members. Such votes must be cast in person. SECTION V. OFFICERS A. The elected officers of the Foundation shall be the President, President-Elect, Vice President, Vice President-Pacific County, Secretary, Treasurer, Vice President-North Beach, the Directors of Public Outreach, Program Support, Education, Public Events, and the Representative to the Master Gardener Foundation of Washington State. The duties of the President, President-Elect, Vice President, Secretary and Treasurer shall be such as are usually imposed upon such officials and as are required by law and such as may be assigned to them respectively by the members.
B. The duties of the Directors are to assist the President in overseeing the work of committees. The State Foundation Representative shall provide liaison between the Foundation and the Master Gardener Foundation of Washington State. SECTION VI. EXECUTIVE BOARD A. The elected Officers and Directors of the Foundation shall constitute the Executive Board. The Immediate Past President, Program Coordinators and County Extension Agent shall be ex-officio, non-voting members of the Executive Board. The Executive Board of the Foundation shall have all the powers and duties necessary, to manage and administer the affairs of the Foundation. B. Election of Board Members 1. At the October members meeting, the Foundation members shall elect from their members a President, a Vice President, a Secretary, a Treasurer, the Directors of Public Outreach, Program, Support, Education, Public Events, and a State Foundation Representative. 2. The Vice President for Pacific County shall be as selected by Pacific County Master Gardeners. 3. The Vice President for North Beach shall be as selected by North Beach Master Gardeners. C. Any Vice President, Treasurer, Secretary or Director may appoint a proxy for any Executive Board meeting. 1. A Vice President, Treasurer and Secretary may select any Grays Harbor/Pacific Counties certified veteran Master Gardener as his/her proxy. A Director may appoint any committee chair under his/her direction as a proxy. 2. Proxies shall be included in the count for a quorum for any Executive Board meeting. 3. A Vice President, Treasurer, Secretary and Director may specify that his/her proxy is for a vote on any or all issues or for specific, named issues. 4. Written documentation of a proxy appointment must be filed with the Secretary before the person authorized as a proxy may vote. The authorization shall specify if the proxy is for a specific issue or for any or all issues. 5. Vice Presidents, the Treasurer and Secretary, or Directors executing a proxy shall specify therein the length of time it shall continue in force. No proxy shall be valid after 3 months from the date of its execution. D. In the case of any vacancy on the Executive, the Executive Board may elect or appoint a successor to hold office for the unexpired portion of the term of the officer whose place became vacant. Any officer may be removed by majority vote of the members at a duly called meeting whenever the best interests of the organization are served. E. Telephone and email voting is permissible as prescribed below. 1. The Executive Board or any committee designated by the Executive Board may participate in a meeting by a conference call so long as all participants can hear each other at the same time. A conference call shall constitute presence in person. No other vote by telephone is permissible (RCW 24.03.120). No proxy votes shall be allowed in the case of a telephone vote. 2. A proposal may be approved by email by the Executive Board only by unanimous consent. (24.03.465) The President may conduct such a vote without a meeting of the Executive Board. The President s email must provide sufficient information for Board members to fully consider 2
the proposal. Emails from the Executive Board to the President voicing consent or objection to a proposal from the President must contain the Executive Board member s full name so the President can accurately determine each Board member s identity, as well as their consent or dissent. Members voting by email are present for all purposes of quorum, count of votes, and percentages of total voting power present. If unanimous consent for a proposal is not obtained, the proposal shall be scheduled for a vote at the next regular or special Executive Board meeting. F. Regular meetings of the Executive Board shall be held at such times and places as the Board, by resolution, shall appoint. Special meetings may be called by the President or a majority of the Board by giving ten days' notice to each Board member. G. The Executive Board shall keep minutes and records of all of its proceedings. These records shall be available for the members. H. The Executive Board may accept any contribution, gift, bequest, or device for the general purposes or any special purpose of the Foundation. I. With the consent of the members, the Executive Board shall have power to sell or dispose of the whole or any part of the property, either real or personal, which the Foundation may own in the Foundation s name. It shall have the power to acquire other property on behalf of the Foundation without consultation. The Board, by resolution entered in its minutes, may classify portions of its assets as held for investment, endowment, or annuity purposes. Where so classified, such assets may be utilized in such manner as the Executive Board deems in the best interests of the Foundation. J. The Executive Board shall have power and authority: 1. To receive and administer funds and other assets; 2. To serve in an advisory capacity to the Washington State University Extension Master Gardener Program; and 3. To encourage interest in the Master Gardener Program of Grays Harbor and Pacific Counties. SECTION VII. MEETINGS OF MEMBERS A. General meetings of the Foundation membership shall be held as determined by the Board, including the annual meeting. B The annual meeting of the members of the Foundation shall be held during the month of November at a time and place established by the Executive Board, and it shall be the duty of the Secretary to give thirty days' notification to all members of the annual meeting. SECTION VIII. COMMITTEES The Foundation Board shall determine such necessary standing and ad-hoc committees as are necessary to conduct business (which shall include an Audit Committee), and assign committees to appropriate directorships. The Directors shall appoint the committee chairs. SECTION IX. FINANCES A. The fiscal year shall be from January 1 through December 31. B. Funds may be solicited for purposes approved by the Executive Board. 3
C. A bequest program may be operated as an integral part of the activities of the Foundation. Its purpose shall be to stimulate and solicit gifts under wills, life insurance, state pledges, annuity contracts, transfer of property or trust funds, and in such other and similar manners as the Executive Board shall deem appropriate. D. Contributions to the Foundation may be received for either regular or special needs or both; and may be received and disbursed immediately or over a period of time, or may be used for creation of or addition to a capital fund from which only the interest may be disbursed. Any such capital fund or funds may be continued for a designated or limited period, or in perpetuity. Contributions received without a designated purpose are to be used as the Executive Board shall prescribe. E. All contributions are to be deposited with the Treasurer and all contributions to and disbursements from the Foundation shall be recorded by the Treasurer. F. Expenses for an accounting year shall not exceed funds available to pay them that year. G. The Executive Board shall, prior to the end of each fiscal year, prepare an itemized statement of the proposed operating expenses and budget for all proposed receipts and disbursements for the following accounting year. H. An audit report of the finances of the Foundation shall be made annually by the audit committee at the end of each fiscal year and at such other times, if any, as the Board shall direct. The audit committee shall be appointed by the Executive Board. I. The Treasurer shall prepare a statement of Foundation income and expenses at the conclusion of the fiscal year. A copy of this statement shall be submitted to the Executive Board and shall be available for the members. SECTION X. TERMS OF OFFICE Officers shall be elected for a term of one year, or until their successors are elected and qualified. The President-Elect shall succeed to the position of President, without a vote of the membership, for a term of one year immediately following his/her one-year term as President-Elect. The Representative to the Master Gardener Foundation of Washington State shall serve a term of two years. Terms of office are from January 1 to December 31. SECTION XI. QUORUM A. One-half of the Executive Board, including proxies, shall constitute a quorum. B. At any duly held meeting of the members of the Foundation, members present shall be sufficient to constitute a quorum for the transaction of business. SECTION XII. PARLIAMENTARY AUTHORITY Rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern the Foundation in all cases to which they are applicable in which they are not inconsistent with the Foundation s Bylaws, any special rules of order the Foundation may adopt, and the Foundation's Articles of Incorporation. 4
SECTION XIII. AMENDMENTS These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of members present at a duly held general or special meeting, if at least 30 days' notification is given to all members of intention to alter, amend or repeal, or to adopt new Bylaws at such meeting. SECTION XIV. DISSOLUTION Upon dissolution of the Foundation or the winding up of its affairs, the assets of the Foundation shall be turned over to the WSU Master Gardener Program or to such nonprofit scientific, or educational horticultural organizations as the Board may select, which would qualify under the provisions of Section 501 (c) (3) of the Internal Revenue Code. 5