ARTICLE I

NAME

It shall be referred to in these bylaws as “the Club”.

 

ARTICLE II

OBJECTIVES

The Club was incorporated to educate and promote active interest in gardening, horticulture, floral design, conservation, and beautification of home and civic landscapes. The Club is organized exclusively for charitable, scientific, and educational purposes under Section 501(c)(3) of the Internal Revenue Code.

 

ARTICLE III

MEMBERSHIP

A.    Categories: There shall be two categories of membership:  Active and Honorary.  All applications for change in membership       

        must be made in writing to the President.

        1.   Active:  Active members must fulfill the participation requirements set forth in the Standing Rules.

        2.   Honorary:  The title of Honorary member may be conferred for life upon an Active member by the membership if they:

              a.    Are unable to fulfill the attendance requirements of an Active member for a good and sufficient reason,

              b.    Have completed ten (10) years as an Active member, served on the Board for at least one year, chaired an

                     or chaired a major fundraising activity,

             c.     Have a record of outstanding service to the Club,

             d.    Have been proposed by a member of the Board at a meeting of the Executive Board, and

             e.    Are qualified as Honorary members by unanimous ballot vote of the members present at the next business meeting. 

                    Founding members, Presidents and Copresidents who have completed their terms of office shall be exempt from the

                    requirements of section A. 2. b. above.  Honorary members may not vote or hold office.

B.    New Members:  Membership shall be by invitation to current residents of Southborough.  Names shall be presented to the

        Membership Chairman in writing, each application being signed by one Active member in good standing.  An Active member

        may sponsor one prospective member each calendar year.  The Membership Chairman shall then present the application of the

        prospective member to the Executive Board at the next meeting of the Executive Board.  The Executive Board must vote   

        unanimously to approve the application.  If approved, the prospective member will be introduced as a new member at the next

        business meeting or placed on the waiting list for Active members, if applicable.

C.    Forfeited Membership:  The membership of an Active member whose dues remain unpaid after the November meeting or eight

        (8) weeks after they join the Club, or who does not meet the participation requirements of membership for two (2) consecutive

        years, barring extraordinary circumstances, shall be considered forfeited.

 

ARTICLE IV

MEETINGS

A.    Business Meetings:  Meetings of the membership shall be held once a month on the second Thursday of the month from

        September through June.  The Annual Meeting shall be held in June for the purpose of annual reports, election of officers, and

        approval of the annual budget.

B.    Executive Board Meetings:  Meetings of the Executive Board shall be held during the week prior to the monthly business

        meeting.

C.    Date Changes:  Meeting dates may be changed by vote of the Executive Board.

D.    Meetings for Membership Requirements:  For Active membership requirements, two workshops may take the place of one

        regular meeting.

 

ARTICLE V

DUES AND FINANCES

A.   Funds:  All Club funds shall be divided into either Operational or Community Funds.

        1.   Operational Funds:  Operational Funds shall include all income from dues, member donations and member-to-member

              sales.  Operational Funds shall be used to pay for all Operational Expenditures which shall include member-related

              expenses such as the Annual Meeting, business meetings that are not opened to the public and Executive Board meetings.

        2.   Community Funds:  Community Funds shall include all income derived from the Club’s fundraising efforts, except as

              specifically defined as Operational Funds above. Community Funds shall be used to pay for all beautification, conservation,

              and other outreach efforts that benefit the Town of Southborough and its residents and fulfill the Club’s Objectives.

B.    Income:

       1.    Dues: The amount set for Membership dues shall be reviewed at the Annual Meeting.  Recommendations for changes in the

              amount of the dues shall be made at the Annual Meeting by the President, and voted on by the members present at the

              Annual Meeting.  A two-thirds vote of the members present shall carry any motion to change the amount of the dues,

              effective with the new membership year.  Honorary members shall not be required to pay dues but are encouraged to

              contribute in lieu of dues.  Membership dues are payable by the November business meeting.  First-time members shall pay

              one-half the dues amount if they join after February 1st.
        2.   Fees:  Fees for workshops are due upon signing up for the workshop.

C.   Expenditures:
       1.    Budget:  The proposed President shall, in consultation with the proposed Officers and committee chairs, prepare an annual

              budget for the subsequent membership year which shall be divided into Operational and Community Funds income and

              expenditures. This budget shall be presented at the Annual Meeting by the President immediately following his/her election

              to office and shall require a majority vote of the members present to become effective.  Any funds in the approved budget   

              (the “Budget”) that are not spent in the applicable membership year shall be reallocated to the Operational and/or 

              Community Funds from which they originated and shall be subject to the following year’s Budget vote and Spending

              Authority as set forth herein.
        2.   Spending Authority:  All expenditures not set forth in the Budget shall be governed by the provisions on Spending Authority

              set forth in the Standing Rules.
        3.   Member Services:  No member of the Club shall be paid for services rendered to/for the Club.
        4.   Reimbursement:  No assets of the Club shall be distributed to its officers or other members, except as reimbursement for

              expenditures made on behalf of the Club.  All receipts for expenditures made on behalf of the Club shall be approved by the

              Committee Chairman and shall not exceed the amount set forth in the approved Budget for such expenditures.  Receipts

              shall be relinquished to the Treasurer for reimbursement in a timely manner, not to exceed ten (10) days from the time

              incurred.

D.   Miscellaneous

       1.    Signatory Authority:  The President and Treasurer shall be designated as official signatories at a chosen bank.  One signature

              shall be required for a check to be drawn against the Club's account.
       2.    Audit:  The Treasurer’s books shall be audited by two members before the end of the fiscal year which shall run from August

              1st to July 31st.  The Treasurer shall file any annual financial forms required by law.

 

ARTICLE VI

OFFICERS

A.    Officers:  The Officers shall be President and Vice President or Copresidents, Recording Secretary, Treasurer, and

        Corresponding Secretary.

B.    President:  The President shall preside at all meetings of the Club, shall appoint the Standing Committee Chairmen, and shall

        perform such duties as regularly pertain to the office.

C.    Vice President:  The Vice President shall perform all the duties of the President in the absence of or inability of the President and

        shall serve as Program Committee Chairman.  The Vice President shall move up to the office of the President the following year.

D.    Copresidents:  Two or more Copresidents may, acting individually and/or jointly, assume the roles and responsibilities of the

        President and Vice President for a period of two (2) years with the exception that no Copresident shall be obligated to move up

        to the office of the President the year following the expiration of the Copresident’s two-year term.  Each Copresident shall be

        qualified to act as President following their term of Copresidency should she/he so choose to assume the role of Club President.

E.    Recording Secretary:  The Recording Secretary shall keep a written and digital record of all Executive Board and Business

        meetings of the Club.

F.     Treasurer:   The Treasurer shall receive annual dues and club monies upon the order of the Executive Board or club; manage all

        disbursements, keeping a detailed record of same and file any necessary 501(c)(3) filings.

G.    Corresponding Secretary:  The Corresponding Secretary shall conduct the correspondence of the Club, send notices of special

        meetings, and shall serve as Communications Committee Chairman.

H.    Election of Officers:  The membership will vote on the slate of Officers for the upcoming year presented by the Nominating

        Committee at the Annual Meeting.  Further nominations for prospective Officers shall be in order from the floor at the Annual

        Meeting.  If there is more than one candidate for the same office, election shall be by ballot and a majority vote shall elect the

        candidate.  If there is only one candidate for each office, it will be in order that the Recording Secretary cast the vote of the Club

        for election of its Officers.  Officers shall take office in June and shall serve for one year in the specified office.  An Officer may be 

        voted in to serve an additional year(s) in the specified office at a subsequent Annual Meeting.  

 

ARTICLE VII

EXECUTIVE BOARD

A.    The Officers and the Chairmen of the Standing Committees shall constitute the Executive Board.

B.     The duties of the Executive Board shall be to consider all questions of policy and present recommendations to the Club for

        action.

 

ARTICLE VIII

COMMITTEES

A.    Committee Chairmen and Members:  Committee Chairmen shall be appointed by the incoming President.  Committee Members

        shall be appointed by the Chairman of the Committee working in conjunction with the incoming President.

B.     Committee and Workshop Reports:  Each committee chairman shall provide a report of the Committee’s activities that year to

        the President or Copresidents before the Annual Meeting and report member participation in the Committee to the Membership

        Chairman.  Workshop Chairman shall also report member participation in the workshop to the Membership Chairman.

C.    Standing Committees:  The standing committees shall be Hospitality, Program, Membership, Ways and Means,

        Communications, Town Beautification and Conservation, Nominating and others as appointed by the President.

       1.    Hospitality Committee:  It is the duty of the Hospitality Committee to arrange for the provision of refreshments at the

              business meetings in accordance with the Standing Rules.

       2.   Program Committee:  It shall be the duty of the Program Committee to plan a program for each meeting and generate the

              Yearbook for the upcoming year.

       3.    Membership Committee:  It shall be the duty of the Membership Committee to receive and process names submitted for

              membership in the Club, notify prospective members of the approval or denial of their applications, take attendance at each

              meeting, keep account of fulfillment of membership requirements for Active and Associate members and chair one or more

              new member meetings.

        4.   Ways and Means Committee:  It shall be the duty of the Ways and Means Committee to conduct fund-raising projects.

        5.   Communications Committee:  It shall be the duty of the Communications Committee to maintain the Club website, publicize

              the work of the Club, and photograph all Club activities.

        6.   Town Beautification and Conservation Committee:  It shall be the duty of the Town Beautification and Conservation  

              Committee to organize all beautification, educational, outreach and conservation projects for the Town of Southborough.

        7.   Nominating Committee:  It shall be the duty of the Nominating Committee to present a list of candidates for the following

              year’s Officer positions at the March business meeting.  The Nominating Committee shall consist of the Immediate Past

              President, or Past Copresident(s), and two (2) members, chosen and presented to the membership by the Executive Board at

              the January business meeting.  Any Officer may submit his or her name to the Nominating Committee for consideration for a

              second term within two (2) weeks of the January business meeting.

 

ARTICLE IX

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Club shall indemnify and reimburse out of Club funds any person (or the personal representative of any person) who at any time serves or shall have served as a board member, director, trustee, officer, employee, or other agent of the Club, or who serves or shall have served at the board’s request as a board member, director, trustee, or officer for any and all claims and liabilities to which she/he may be or become subject by reason of such service, and against and for any and all expenses necessarily incurred in connection with the defense or reasonable settlement of any legal or administrative proceedings to which she/he is made a party by reason of such service, except that this position shall not eliminate or limit the liability of any such person (i) for any breach of her/his duty of loyalty to the Club or its members, (ii) for acts of omissions not in good faith or which involved intentional misconduct or a knowing violation of law, or (iii) for any transaction for such she/he derived an improper personal gain.

 

ARTICLE X

QUORUM

A quorum of a meeting of the Club shall be two-fifths of the Active membership.

 

ARTICLE XI
AMENDMENTS

The Bylaws may be amended at any regular meeting of the Club by two-thirds vote of the Active members present, provided the proposed amendment has been submitted in writing at the previous meeting.  The Bylaws may be amended, without notice, at the Annual Meeting by a unanimous vote of the Active members present.

 

ARTICLE XII
DISSOLUTION

In the event of dissolution, the Club shall distribute all remaining funds to the Conservation Commission of the Town of Southborough, Massachusetts or to such other organization as shall qualify for one or more of the Club’s exempt purposes under Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code.

 

ARTICLE XIII

PARLIAMENTARY AUTHORITY

The rules contained in Robert’s Rules of Order, Newly Revised, shall govern all proceedings of the Club to which they are applicable and in which they are not inconsistent with these Bylaws. 

 

ARTICLE XIV

NONDISCRIMINATION STATEMENT

The Club shall not permit in the conduct of its affairs any restriction or limitation whatsoever based upon race, color, religion (creed), gender, expression/identity, sexual orientation (ancestry), disability, marital status, military status, national origin, or employment status. 

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ARTICLE XV

IMAGES

Members grant the Club permission to use images of the member for any lawful purpose, such as publicity, illustration, advertising, and online content unless the member provides written notice to the Communications Committee Chairman (Corresponding Secretary) of their objection thereto.