North Austin Community Garden Commission. ARTICLE 1 Name

North Austin Community Garden Commission ARTICLE 1 Name The name of the organization shall be NORTH AUSTIN COMMUNITY GARDEN (Organization) located at the North Austin YMCA/Recreation Center. The purpose of the Organization is ARTICLE 2 Purpose To beautify, conserve and provide public access to green space by providing opportunities for the public to engage in and learn about organic gardening. ARTICLE 3 Membership (1) Eligibility: A member shall be an individual who: a) City of Austin resident or North Austin YMCA member b) at least 18 years old (youth ages 12-17 may be eligible with an adult sponsor) c) agrees to comply with the Organization s Commission documents and Site Rules d) has a Community Garden membership contract (2) Obligations of Members - Each Member shall have the obligation to a) pay Garden Membership dues b) abide by these Commission documents d) comply with Site Rules as shall be adopted by the North Austin YMCA. Membership dues shall be set by the North Austin YMCA and may consist of money and/or completion of service hours. (3) Rights of Members: Membership in the Organization is a privilege and not a property right. (a) Each member shall be entitled to one vote on each matter submitted by the Community Garden Leadership Group to a vote at a Membership meeting, except to the extent that the voting rights are limited or denied by the Organization s Commission Documents. (b) No member shall have any ownership or property right in the funds, property, or other assets of the Organization. (c) No member shall be entitled to any dividend or any part of the income of the Organization or shall share in the distribution of the corporate assets upon dissolution. (4) Enrollment of Members: Initially, 75% of new members shall be enrolled on a first-come, first and then the remaining 25% selected by lottery. After the initial selection, new members may be added as garden sites become available on a first come, first serve basis. Individuals/groups may register for Community Garden Membership at the North Austin YMCA (located at 1000 W. Rundberg Lane) or online at www.austinymca.org. Fees are required to be paid at the time of registration unless there are no plots available, at which the individual/group will be placed on a waiting list. When available, a site will be assigned to the applicant by the Garden Leadership Group and established fees will be collected. A copy of the Commission documents and the Site Rules will be provided. 1

(5) Annual Fee: Annual membership fees for materials and services shall be recommended by the Garden Leadership Group and approved by the North Austin YMCA Board of Managers. (6) Renewal of Membership: A member must be in good standing (as outlined in the Site Rules) in order to renew membership with the Organization. Renewal of membership contract and payment of fees must take place no later than the last day of the member s existing membership contract and no earlier than 30 days prior to the last day of the member s existing contract. (7) Default and Termination of Membership: When any member shall a) default payment of fees or b) default maintenance of garden site or commitment of service or c) fail to adhere to the rules of the Organization within the period specified by the Site Rules, her/his membership may thereupon be terminated by the Garden Leadership Group. Notice of termination may be appealed to the GLG within the final warning period. (8) Resignation: Any member may resign from the Organization by notifying, in writing, the Garden Leadership Chair or Membership Secretary. However, such resignation shall not relieve the member of the obligation to pay any fees or other indebtedness theretofore accrued and unpaid. (9) Transfer of Membership: Membership in this Organization is not transferrable or assignable. ARTICLE 4 Garden Leadership Group (1) Powers The Garden Leadership Group will serve as a functioning committee of the North Austin Board of Managers, an advisory council given authority by the YMCA of Austin Metropolitan Board of Directors. GLG members are subject to the policies outlined in these Commission documents. (2) Qualifications - All GLG members shall be Members of the Organization. Leadership shall not be denied to any person who is a member in good standing on the basis of race, creed, sex, sexual orientation, religion, or national origin. As volunteers of the YMCA of Austin, GLG members may be required to submit to a criminal background check. (3) The Organization shall have a Garden Leadership Group that is comprised of a Chair, Vice-Chair, Treasurer, Membership Secretary and Social Media Secretary. Standing committees and/or short-term task-forces may be implemented by the GLG Chair. Committee/task-force chairs must be members of the North Austin Community Garden and be voted on by Garden Leadership Group. (4) Officers Officers of the Garden Leadership Group will consist of Chair, Vice-Chair, Treasurer, Membership Secretary and Social Media Secretary. (a) Chair - The Chair will supervise and control the affairs of the Organization. The Chair will perform all duties incident to such office and such other duties as may be provided in these Commission documents or as may be prescribed from time to time by the Garden Leadership Group. The Chair shall preside at all Garden Leadership Group meetings and shall exercise parliamentary control in accordance with Roberts Rules of Order, Newly Revised. The Chair shall serve as an ex-officio member of all standing committees and/or short-term taskforces, unless otherwise provided by the Garden Leadership Group or these Commission documents. The Chair shall, with the advice of the Garden Leadership Group and in accordance with the 2

requirements of these Commission documents, set the agenda for each meeting of the Garden Leadership Group. The Chair will serve as a member of the Board of Managers of the North Austin YMCA and as a liaison to any other landlords or governmental agencies. (b) Vice-Chair - The Vice-Chair shall act in place of the Chair in the event of the Chair's absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required by the Garden Leadership Group. The Vice-Chair shall serve as parliamentarian and interpret any ambiguities of the Commission documents. In the event that the Chair is absent for more than 60 days, the Vice-Chair will assume the role as liaison to the North Austin YMCA Board of Managers. (c) Membership Secretary - The Secretary will perform all duties incident to the office of Secretary and such other duties as may be required by law, or by these Commission documents. S/he: shall attest to and maintain the Commission documents, the Membership list, and other legal records and shall take or ensure that someone takes minutes of all meetings of the committees and Garden Leadership Group, and shall keep copies of all minutes and, with the approval of the Garden Leadership Group, set up procedures for any elections and keep a record of all votes cast in such elections. (d) Treasurer The treasurer will be responsible for overseeing and supervising the financial business of the Organization. S/he will render reports and accountings to the Garden Leadership Group as required by the GLG Chair. S/he will also be responsible for working with the appointed North Austin YMCA director to track and report on financial assistance provided to the membership of the Organization. The treasurer will be responsible for creating and proposing an annual budget, to be approved by Garden Leadership Group and the North Austin YMCA Board of Managers. S/he will also be responsible for working with the YMCA of Austin audit committee if/when necessary. (e) Social Media Secretary The Social Media Secretary will be responsible for creating social media content and regularly updating social media outlets, while maintaining brand compliance and promotion. S/he must have previous, provable experience with social media marketing strategies and agree to be training by the YMCA of Austin marketing team. The Social Media Secretary will work with the YMCA and/or other landlords and government agencies to ensure accurate promotion through all available media channels and networks. This position may be served by the Chair or the Vice-Chair, if they meet the qualifications and if a suitable candidate is not available. (5) Election of Garden Leadership Group Members a) Chair, Vice-Chair, Treasurer, Membership Secretary, and Social Media Secretary are the only members of the Garden Leadership Group that shall be elected into office. Standing committees and/or short-term task-forces may be implemented by the GLG Chair. Committee/task-force chairs must be members of the North Austin Community Garden and be voted on by Garden Leadership Group. b) Elections of Garden Leadership Group members to fill any vacant seats or expired terms shall be held at the Annual Membership meeting. A member must be in good standing with the Organization in order to vote in this election and shall continue in office until his/her successor shall have been elected or until his/her death, resignation or removal. 3

b.1) EXCEPTION The inaugural Garden Leadership Group shall be determined by voluntary assignment. In order to arrive at a staggered election process, the installed Membership Secretary and Treasurer will be up for election after one year. (6) Term of Office for Garden Leadership Group Members a) Chair, Vice-Chair, Treasurer and Secretaries Term of office shall be two years. Garden Leadership Group membership for these positions shall be limited to two (2) consecutive twoyear terms (Exception: 5.b.1) b) Sub-Committee/Taskforce Chairs - Term of office shall be a term of no more than one year. Garden Leadership Group membership for these positions shall be limited to two (2) consecutive terms. If either a Membership Sub-Committee or Marketing/Media Sub-Committee is formed, the Membership Secretary or Social Media Secretary will serve as the committee chair and will therefore adhere to the term limit assigned to the Secretary position and exempt from the Sub- Committee/Taskforce Chair term limit. c) Additional Terms - A Garden Leadership Group member may petition to run for an additional term. A waiver of the term limit may be granted by unanimous secret balloting of the remaining Garden Leadership Group members. This vote shall be taken prior to the Annual Meeting. A Garden Leadership Group member may also petition to run for an additional term if no other member is nominated to run for his/her successorship. (7) Attendance: Officers are expected to attend at least 75% of Garden Leadership Group meetings. Any Officer not present at 75% of the Garden Leadership Group meetings in a one-year election cycle shall be deemed to have resigned unless the Garden Leadership Group excuses the absences by a majority of the officers then in office other than the officer being voted on. (8) Resignation - Any Garden Leadership Group Members may resign at any time by delivering written notice to the Secretary or Chair of Garden Leadership Group. Such resignation shall take effect upon receipt and acceptance by the Garden Leadership Group or, if later, at the time specified in the notice. (9) Vacancies - Vacancies on the Garden Leadership Group shall be filled by the Garden Leadership Group Members, except the office of Chair, which shall be filled by the Vice-Chair. The Garden Leadership Group may fill a vacancy by appointment or may call a special Membership meeting for an election to fill a vacancy in an elected office other than Chair. The Garden Leadership Group may choose not to fill a vacancy. ARTICLE 5 Garden Leadership Group Meetings (1) Place of Garden Leadership Group Meetings - Regular and Special Meetings of the Garden Leadership Group will be held at any place that the majority of the Garden Leadership Group may designate. (2) Regular and Special Meetings - Regular Meetings of the Garden Leadership Group shall be held quarterly, or more often if deemed necessary by the Garden Leadership Group. Special Meetings may be called by the Chair or any three Garden Leadership Group Members. 4

(3) Notice of Garden Leadership Group Meetings - Notice of the date, time, and place of Regular Meetings shall be given to each Garden Leadership Group Members by regular mail, telephone (including voice mail), facsimile, or e-mail no less than 14 days prior to the Regular Meeting. Notice of the date, time, and place of Special Meetings shall be given to each Garden Leadership Group Members using the same methods, but with no less than five (5) days notice prior to the Special Meeting. (4) Waiver of Notice - Attendance by a Garden Leadership Group Members at any meeting of the Garden Leadership Group for which the Garden Leadership Group Members did not receive the required notice will constitute a waiver of notice of such meeting unless the Garden Leadership Group Members objects at the beginning of the meeting to the transaction of business on the grounds that the meeting was not lawfully called or convened. (5) Quorum - A majority of the incumbent Garden Leadership Group Members (not counting vacancies) shall constitute a quorum for the purposes of convening a meeting or conducting business. At Garden Leadership Group meetings where a quorum is present, a majority vote of the Garden Leadership Group Members attending shall constitute an act of the Garden Leadership Group. (6) Actions without a Meeting - Any action required or permitted to be taken by the Garden Leadership Group Officers under these Commission documents may be taken without a meeting, if all officers unanimously consent in writing or e-mail or facsimile, setting forth the action to be taken. Such written consent shall have the same force and effect as a unanimous vote of the Garden Leadership Group. (7) Duties of Officers - An officer shall discharge the officer s duties in good faith, with ordinary care, in a manner the officer reasonably believes to be in the best interest of the Organization and in any other manner as set forth in the Texas Business Organization Code, as amended. (8) Proxy Proxy votes shall not be allowed. ARTICLE 6 Sub-Committees (1) Standing Committees Only Members in good standing with the Organization shall be eligible to serve as committee members. The Organization shall have three Standing Committees: Rules, Audit and Membership. Each Standing Committee shall have at least three members. (a) Rules Committee: Rules Committee shall develop proposed additions or amendments to the rules and procedures of the Association for consideration of the Garden Leadership Group and ratification by the members; shall mediate and rule upon any grievance brought by a member, subject only to appeal to the full Garden Leadership Group; and shall enforce the standing rules and removal of any member who is in violation of the conditions of membership, subject to appeal to the Garden Leadership Group.. (b) Membership Committee: A Membership Committee shall be responsible for solicitation and admission of new members, maintenance of a waiting list; site assignments; maintenance of a current roster of members. 5

(2) Additional Committees - The Garden Leadership Group may from time to time designate and appoint additional standing or temporary committees/taskforces by majority vote of the Garden Leadership Group. Such committees shall have and exercise such prescribed authority as is designated by the Garden Leadership Group Members. The Garden Leadership Group Members may authorize these committees to exercise any powers, responsibilities, and duties consistent these Commission documents. (3) Appointment of Members and Chair, Number and Term - The Membership Secretary shall serve as Chair of the Membership Committee. The GLG Chair shall appoint the Members and chair of all Committees/Taskforces and shall fill any vacancies, with the advice and counsel of the Garden Leadership Group. Each Committee shall have no less than three (3) Members. (4) Quorum - A majority of the Garden Leadership Group Members (not counting vacancies) shall constitute a quorum for the purposes of convening a meeting or conducting business. At Committee meetings where a quorum is present, a majority vote of the Committee Members attending shall constitute an act of the Committee. (5) Meetings and Records Unless otherwise designated by the Garden Leadership Group Members, Committees will select the number, time, date and location of all meetings. Each Committee shall maintain a written agenda and minutes of all meetings, and shall provide a copy of each agenda and meeting minutes to the Secretary of the Garden Leadership Group. ARTICLE 7 Rules of Procedure The proceedings and business of the Garden Leadership Group of Directors shall be governed by Robert s Rules of Order, Newly Revised unless otherwise provided herein. Article 8 Site Rules (1) The Garden Leadership Group shall adopt site rules ( Site Rules ) relating to who is authorized to garden at the garden site(s), maintaining the Organization as an all-organic gardening site, plot rental fees, plot maintenance, service hours required, water use, construction, and such other matters as the Garden Leadership Group deems necessary. Site Rules may provide for cleaning, including weeding and debris removal, of garden plots and common areas not properly maintained and for assessing the reasonable costs of the cleaning to the member. Failure to pay all costs assessed may result in loss of Membership. (2) Any amendment of the Site Rules of the Organization shall be developed by the Rules Committee and ratified by a majority vote at a duly constituted meeting of the Organization. (3) A Member s failure to comply with Site Rules may result in loss of Membership. It shall be within the Garden Leadership Group s sole discretion to determine if a Member is in compliance with Site Rules and whether failure to comply shall result in loss of Membership. (4) Initial Site Rules adopted by the Garden Leadership Group Members shall become effective on approval of Members authorized to garden at that site. Subsequent changes shall become effective as set by the Garden Leadership Group Members but subject to ratification by Membership of that site at its next meeting. Any change defeated in a ratification vote shall be considered repealed. 6

ARTICLE 9 Indemnification (1) Insurance - The YMCA of Austin will provide indemnification insurance for its Garden Leadership Group, and Members. The YMCA of Austin Board of Directors shall select the amount and limits of such insurance policy. (2) Indemnification - To the full extent permitted by law, any person (and the heirs, executors, and administrators of such person) made or threatened to be made a party to any action, suit, or proceeding by reason of the fact that he/she is or was an Officer of the Organization, shall be indemnified by the YMCA of Austin against any and all liability and the reasonable expenses, including attorney's fees and disbursements, incurred by him/her (or by his heirs, executors or administrators) in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance therein. (3) Limits on Indemnification - Notwithstanding the above, the YMCA of Austin will indemnify a person only if he/she acted in good faith and reasonably believed that his conduct was in the Organization s best interests. In the case of a criminal proceeding, the person may be indemnified only if he/she had no reasonable cause to believe his conduct was unlawful ARTICLE 10 Operations (1) Disbursement of Funds - Under the supervision of the Garden Leadership Group, the staff of the North Austin YMCA will collect and hold funds for the Organization. Disbursements of funds will be recommended by the GLG and carried out by the staff of the North Austin YMCA, following the accounting guidelines set forth by the YMCA of Austin. (2) Records - The Organization will keep correct and complete records of minutes of the proceedings of the Garden Leadership Group and Sub-Committee/Taskforce meetings. The Organization will keep at its principal place of business the original or a copy of its Commission documents, including amendments to date certified by the Membership Secretary of the Organization. (3) Inspection of Books and Records - All books and records of the Organization may be inspected by any Member for any purpose at any reasonable time on written demand. (4) Loans - The Organization will make no loans to any Member. (5) Audit As a functioning committee of the North Austin YMCA Board of Managers, the Garden Leadership Group may be required to participate in the annual audit conducted by the YMCA of Austin Metro Board of Directors. If necessary, the GLG will be notified by the Executive Director of the North Austin YMCA. 7

ARTICLE 11 Amendments These Commission documents may be amended by a two-thirds vote at a quarterly or a special Garden Leadership Group meeting, if at least 30 days notice of the amendment has been given or by 99% vote, if such notice has not been given. Once amendments are voted in by the GLG, the Chair must present the amendments to the North Austin Board of Managers for final approval. Approval by NAY Board of Managers must by voted by a quorum. ARTICLE 12 Dissolution or Sale of Assets A unanimous vote of the Garden Leadership Group and a two-thirds majority vote of the Members as described in Article 3(3) herein shall be required to dissolve the Organization. Upon dissolution of the Organization, any assets remaining after payment of or provision for its debts and liabilities shall, consistent with the purposes of the organization, be paid over to the North Austin YMCA, as the charitable sponsor of the Organization exempt under the provisions of Section 501 (c)(3) of the U.S. Internal Revenue Code or corresponding provisions of subsequently. 8