BY- LAWS OF MEN S AND WOMEN S GARDEN CLUB OF MINNEAPOLIS, INC. Adopted June 10, 1980 Amended October 13, 1981 Amended February 14, 1995 Amended November 9, 1999 Amended November 12, 2013
BY- LAWS OF MEN S AND WOMEN S GARDEN CLUB OF MINNEAPOLIS, INC. Preamble 1. History. The Men s and Women s Garden Club of Minneapolis was chartered by the Men s Garden Clubs of America on October 1, 1942 as the Men s Garden Club of Minneapolis. The Men s Garden Club of Minneapolis operated under its original Constitution and By- Laws until August 9, 1966, when that Constitution was replaced by Articles of Incorporation under provisions of the Minnesota Non- Profit Corporation Act, Chapter 317, Minnesota Statutes, as amended. Incorporation was under the name MGC Minneapolis Convention, Inc. to provide a vehicle for the organization and operation of the Men s Garden Clubs of America annual meeting which was held in Minneapolis in July, 1967. These Articles of Incorporation were subsequently revised changing the name of the organization back to Men s Garden Club of Minneapolis on June 10, 1969. The Articles of Incorporation were further amended effective December 4, 2012, to change the name to Men s and Women s Garden Club of Minneapolis. 2. Purpose. The Men s and Women s Garden Club of Minneapolis is dedicated to the betterment of life for both the community and its individual members through gardening and other activities related to horticulture. The organization meets to share knowledge and to stimulate interest in gardening, landscaping, etc., by undertaking a variety of special projects. Constituted as an independent organization governed only by its Articles of Incorporation, applicable public laws, and its own By- Laws, the Club seeks to promote interest in and information about gardening through the convening of individuals sincerely interested in and willing both to work and to share their horticultural knowledge with others. 3. Abbreviations. For brevity, the following abbreviations have been adopted for use in this document. Board - the full Board of Directors of the Men s and Women s Garden Club of Minneapolis, Inc. Club - the Men s and Women s Garden Club of Minneapolis, Inc. ARTICLE I Membership Section 1. Active Members. Any individual desiring membership shall submit an application form and dues for one year. The Board shall review each application. Section 2. Honorary Members. Honorary members shall be selected from long- standing, active members who have made outstanding contributions to the Club. Recommendations for honorary membership may be made by at least ten active members and shall be presented to the Board for consideration. The Board shall consider such elements as length of 1
participation, committee activities, recruitment of new members, leadership positions held and gardening activities. The Board will consider all recommendations and, if any are deemed acceptable, the Board will present them at any meeting of the membership for ratification. If total honorary memberships reach ten percent of the total membership, no additional honorary memberships shall be presented to the Board. Honorary Members shall not be required to pay dues. Section 3. Responsibilities and Privileges of Members. Each member shall be encouraged to attend meetings and to serve on Club committees, in order to promote awareness of and interest in Club activities. Each member shall also be urged to enter Club flower and vegetable shows. Each member in good standing shall be eligible to hold Club office, to take part in all Club activities and to make motions and vote on any issues placed before the Club. Section 4. Number of Active Members. The number of active members in the Club shall not be limited. Section 5. Reinstatement. Any member dropped for non- payment of obligations to the Club will be automatically returned to good standing without action of the Board or membership upon payment of all arrears, if such payment is received by the Treasurer within six months of the date payable. Section 6. Removal. The Board shall have the power to terminate the membership of any member by a two- thirds vote of the total membership of the Board when they shall have determined, after proper hearing, that such action is in the best interest of the Club. The individual may appeal the Board decision to the total membership. Section 7. Recall. On petition of ten members, an Officer or Director may be recalled from office, by a vote of the membership. The presiding Officer of the Club, upon receipt of such petition, must permit and schedule a hearing and vote before the general membership at the next regularly scheduled meeting. ARTICLE II Meetings of Members Section 1. Annual Meeting. An Annual Meeting of the members shall be held in each year on the second Tuesday of November or on a date not more than twenty days thereafter as shall be specified by the Board and the meeting notice, at such place as shall be designated by the Board in the City of Minneapolis, Minnesota, for the purpose of electing Officers and Directors and for the transaction of such other business as may come before the meeting. 2
Section 2. Regular Meetings. Regular meetings shall be held monthly on the second Tuesday unless changed by the President, reasonable notice having been given to the members. The January meeting shall be designated the Installation Meeting at which time new Officers will be sworn in and annual reports will be given by the outgoing President, Secretary and Treasurer. Section 3. Special Meetings. Special Meetings of the members may be called either by the President, the Board or fifteen or more of the members. Section 4. Notice of Meetings. Written notice stating the place, day and hour of any meeting of members shall be mailed to each member not less than five nor more than twenty days before the date of such meeting by or at the direction of the President or the Secretary or the persons calling the meeting. The meeting notice may be included in the monthly club publication to the members. Section 5. Quorum. Forty percent of the membership shall constitute a quorum. A quorum call shall be in order at the start of any meeting or before any vote. Section 6. Vote of the Membership. Unless otherwise stated in the Articles of Incorporation or the By- Laws of the Club, any motion before the membership shall carry when a majority of those present votes for it. Votes shall be taken only at meetings called in accordance with these By- Laws and only when a quorum is present. ARTICLE III Management of the Club s Affairs Section 1. General. While the membership retains the right to manage directly all of the affairs of the Club, it chooses, for reasons of convenience and efficiency, to vest certain powers in its elected Board and, through it, in its appointed committees. Individual decisions of the Board are subject to referendum as specified in Section 2. Club members may also cause the Club to act on any issue that may properly come before the Club membership through the initiative process as specified in Section 3. Section 2. Referendum. A referendum shall be the process of rejection (or affirming) entire individual decisions of the Board by the Club membership. A referendum on any Board decision shall be conducted at the first properly called business meeting of the membership which occurs after proper notice is given. The text of any referendum petition and notice of the vote on any such petition shall be included with written notice of the meeting of the membership at which the matter will be considered. 3
A referendum to rescind an act or decision of the Board shall pass on a vote of three- quarters (3/4) or more of the members present, providing there is a quorum present. Section 3. Initiative. Initiative issues shall be defined as new issues, both monetary and non- monetary, over which the Board has been given jurisdiction by these By- Laws. An initiative may be presented on petition of any ten (10) members in good standing. Such petitions must be first presented in writing for consideration by the Board at any time or in person by members at a properly called meeting of the membership or the Board. If the Board, after consideration, recommends approval of an initiative, unamended, it will pass the issue and announce the fact at the next properly called business meeting. If the Board, after consideration, rejects an initiative issue, the text of the initiative shall be published in the next written notice of a properly called business meeting of the membership for the purpose of the membership consideration and further discussion or action at that meeting. A vote on any initiative petition, after rejection by the Board and subsequent discussion, shall be conducted and the initiative shall pass on a vote of three- quarters (3/4) or more of the members present, providing there is a quorum present. ARTICLE IV Board of Directors Section 1. General Powers. The affairs of this corporation shall be managed by its Board of Directors, elected from the membership. Section 2. Number, Tenure and Qualifications. The number of Directors shall be nine, consisting of the President, Vice- President, Recording Secretary, Membership Secretary, Treasurer, Immediate Past President and three Directors. In the event that a vacancy occurs on the Board, the remaining members of the Board may appoint a member to fill such an unexpired term. Section 3. Regular Meetings. Regular meetings of the Board shall be held with notice given at the preceding general membership meeting. The meeting shall be held at a time and place designated by the Board. Meetings shall be open to the membership. Section 4. Special Meetings. Special meetings of the Board may be called by the President or any three of the Directors. The call notice shall fix the time and place of the meeting. 4
Section 5. Notice. Notice of any special meeting of the Board shall be given at least two days previous thereto by written or oral notice to each Director at their address as shown by the records of the corporation. Any Director may waive the two days notice of any meeting. The attendance of a Director at any meeting shall constitute waiver unless the Director attends for the purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Section 6. Quorum. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a majority of the Board is present at a Board meeting, the only business which may be conducted is the making and passing of a motion for adjournment. ARTICLE V Officers Section 1. Officers. The officers of the corporation shall be President, Vice- President, Recording Secretary, Membership Secretary and Treasurer. Section 2. Election, Qualification and Term of Office. The officers of the Corporation shall be club members and shall be elected by the membership at the Annual Meeting for a term of one year. They shall remain in office until installation of their successors. In the event that a vacancy occurs among the officers, the remaining members of the Board may appoint a member to fill such an unexpired term. Section 3. Duties of Officers. The duties of the officers shall be such as usually attach to such offices and, in addition thereto, such further duties as may be designated from time to time by the Board. The Vice- President shall assume the duties of the Program Chair. Section 4. Compensation. Officers shall receive no compensation for their services. ARTICLE VI Committees Section 1. Nominating Committee. A Nominating Committee of five members shall be appointed by the President- Elect and their names announced at the Installation Meeting. The chair of the nominating committee shall be the Immediate Past President. Members of the Nominating Committee will be appointed to two year terms, with the terms of two of those members expiring each year. The Nominating Committee shall present a slate of officers for election at the Annual Meeting. Section 2. Auditing Committee. The Auditing Committee shall be appointed by the President- Elect and their names announced at the Installation meeting. The committee shall audit the 5
books of the Treasurer at the end of each year and shall report its findings to the Club within thirty days. Interim audits shall be made at the Board s direction. Section 3. Other Committees. Other committees, both standing and ad hoc, not having or exercising the authority of the Board may be created by a majority of Directors present and voting at a meeting at which a quorum is present. The President shall appoint the members and chairs or co- chairs for committees thus created. Any member of the club may be designated as a committee member. a. Standing committees shall continue until dissolved by action of the Board or Membership. b. Ad hoc committees shall be appointed for a specific purpose and shall serve a fixed term as designated by the Board or Membership. ARTICLE VII Contracts, Checks, Deposits and Transfers Section 1. Contracts. The Board may authorize any officer or officers, agent or agents of the corporation to enter into any contract, or to execute and deliver any instrument in the name of or on behalf of the corporation, and such authority may be general or confined to specific instances. Section 2. Deposits. All funds of the corporation shall be deposited promptly to the credit of the corporation in such banks or other depositories as the Board may select. Section 3. Gifts. The Board may accept on behalf of the corporation, any contribution, gift, bequest or device for the general purpose or for any special purpose of the corporation. Section 4. Checks, drafts, etc. All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall from time to time be determined by resolution of the Board. ARTICLE VIII Dues and Assessments Section 1. Dues. The dues shall be in such amount as shall be determined by the Board from time to time, provided, however, that no increase in dues shall be made effective until authorized by a favorable vote of the membership. 6
Section 2. Dues Payable and Delinquent. Dues shall be payable in advance on December 1, and shall become delinquent if not paid by January 1, at which time the Membership Secretary shall notify the member in writing of his delinquency and inform him he is being dropped from the rolls. A delinquent member shall not be entitled to receive the publications of this club or of affiliated societies. ARTICLE IX Budget Section 1. Budget. The Board shall prepare a budget for the government of expenditures for the succeeding year and shall present it for membership approval at the Installation Meeting. Section 1. Budget Changes. After adoption, the budget shall govern all club expenditures for the current year. It may not be changed except by a favorable vote of two- thirds of the entire Board. Such action shall be reported by the President at the next regular meeting of the Club. Section 3. Memorials. The Board shall consider suitable recognition of members within three months of notification of death. Memorials in the form of gifts of money, goods or services may be made to appropriate non- profit institutions. This corporation shall have no corporate seal. ARTICLE X Seal ARTICLE XI Affiliations The club may affiliate or disaffiliate with other clubs or organizations of similar aims. Proposals for affiliation or disaffiliation shall be presented in writing at a regular meeting and shall lie over for at least one month before action by the membership. It shall require a two- thirds vote of the members present to pass. ARTICLE XII Amendments to By- Laws and Articles of Incorporation 7
These By- Laws and Articles of Incorporation of this corporation may be altered, amended or repealed at a properly called meeting of the members by a two- thirds vote of the members present, providing a quorum is present and providing that the proposed changes were distributed by mail at least thirty and not more than sixty days prior to calling of the question. Notice shall also be given at the meeting preceding the scheduled vote. ARTICLE XIII Procedures Unless otherwise stated in the Articles of Incorporation or in these By- Laws, the most current issue of Roberts Rules of Order Newly Revised shall prevail. 8