HILLSBOROUGH GARDEN CLUB BYLAWS
The name of this organization shall be The Hillsborough Garden Club.
PURPOSES AND POWERS
The Hillsborough Garden Club is an organization that promotes: The art of gardening; provides opportunities for the study of horticulture, landscape design and flower arranging; furthers community development through participation in activities promoting beautification, restoration, garden therapy and citizenship; and, supports the protection and conservation of our natural resources.
The Club shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes listed above, for which the Club is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the Club may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.
3.01 A regular meeting shall be held on the second Thursday of each month, except July and August, unless otherwise announced. The Board will present the budget and programs for comment and input before implementation to the full membership by the June meeting.
4.01 The membership will consist of
- Active Members: Those who have expressed an interest in participating in the activities of the Garden Club and have paid dues.
- Honorary Members: Those who are recommended by the membership committee in recognition of outstanding contributions to the Club or community and are approved by the Club.
(c) Life Member: A member of a state-affiliated garden club who has paid a special Lifetime membership. As specified by the Garden Club of North Carolina, Life Members continue to pay club and state dues. When members of the Hillsborough Garden Club are selected and honored by the Club with a life membership, their dues (both state- and club-related) shall be paid by the Club. Members who purchase their own lifetime memberships or receive same as a gift – other than from the Club – shall continue to pay their own dues.
Annual dues for active members shall be determined by the board of which a portion are state dues.
BOARD OF DIRECTORS
5.01 Number of Directors
The Garden Club of Hillsborough shall have a Board of Directors consisting of at least 7 and no more than 11 Directors. Within these limits, the Board may increase or decrease the number of Directors serving on the Board, based on the number of members, including for the purpose of staggering the terms of Directors
All Club powers shall be exercised by or under the authority of the Board and the affairs of the Hillsborough Garden Club shall be managed under the direction of the Board,
(a) All Directors shall be elected to serve a two year term, however the term may be extended until a successor has been elected.
(b) Director terms shall be staggered so that approximately one third of the number of Directors will end their terms in any given year.
(c) Directors may serve two terms in succession.
(d) The term of office shall be considered to begin March 1 and end February 28 of the second year in office, unless the term is extended by the Board until such time as a successor has been elected.
(a) Unfilled Positions. The Board of Directors may fill previously unfilled Board positions, subject to the maximum number of Directors under these Bylaws.
(b) Unexpected Vacancies. Vacancies in the Board of Directors due to resignation, death, or removal shall be filled by the Board for the balance of the term of the Director being replaced.
5.05 Removal of Directors
A Director may be removed by two-thirds (⅔) vote of the Board of Directors then in office, if:
- the Director is absent and unexcused from two or more meetings of the Board of Directors in a twelve month period. The Board president is empowered to excuse Directors from attendance for a reason deemed adequate by the Board president. The president shall not have the power to excuse herself from the Board meeting attendance and in that case, the Board vice president shall excuse the president. Or:
- for just cause if before any meeting of the Board at which a vote on removal will be made, the Director in question is given electronic or written notification of the Board’s intention to discuss her case and is given the opportunity to be heard at a meeting of the Board.
5.06 Board of Director Meetings
(a) Regular Meetings. The Board of Directors shall have a regular meeting on the first Thursday of each month except July and August unless otherwise announced by the Board president. Notice of meetings shall specify the place, day, and hour of meeting. The purpose of the meeting need not be specified.
(b) Special Meetings. Special meetings of the Board may be called by the president, vice president, secretary, treasurer, or any two (2) other Directors of the Board of Directors. A special meeting must be preceded by at least 2 days’ notice to each Director of the date, time, and place.
5.07 Manner of Acting
(a) Quorum. A majority of the Directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the Board. No business shall be considered by the Board at any meeting at which a quorum is not present.
(b) Majority Vote. Except as otherwise required by law, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.
(c) Hung Board Decisions. On the occasion that Directors of the Board are unable to make a decision based on a tied number of votes, the president or treasurer in the order of presence shall have the power to swing the vote based on his/her discretion.
(d) Participation. Except as required otherwise by law, or these Bylaws, Directors may participate in a regular or special meeting through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.
Committees shall operate under the oversight and review of the Board of Directors. Each Director is required to be an active participant of at least one committee.
6.02 The Executive Committee
The officers of the Board and the immediate past president will constitute the Executive Committee of the Board. The Executive Committee will act as the Board in an emergency situation but will not have a regularly scheduled meeting.
7.01 Board of Officers
The officers of the Club shall be a Board president, vice-president, secretary, and treasurer, all of whom shall be chosen by, and serve at the pleasure of, the Board of Directors. Each Board officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the Board. The Board may also appoint additional vice-presidents and such other officers as it deems expedient for the proper conduct of the business of the Club, each of whom shall have such authority and shall perform such duties as the Board of Directors may determine.
7.02 Term of Office
Officers of the Club shall be elected at the March Board meeting, shall be installed at that meeting, and shall serve for a two-year period. A President and Treasurer shall be elected one year; a Vice President and a Secretary elected in alternate years.
7.03 Removal and Resignation
The Board of Directors may remove an officer at any time, with just cause. Any officer may resign at any time by giving written notice to the Club. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.
7.04 Board President
The President shall preside at all meetings of the Club and the Board and shall perform all duties pertaining to her office. She shall appoint, with the aid of the Board, members of all committees except the Nominating Committee. She shall be an Ex-Officio member of all committees except the Nominating Committee.
7.05 Vice President
The Vice President shall be Program Committee Chair and in the absence of the President shall perform all the duties of that office.
The Secretary shall keep in permanent form minutes of all the meetings, attend to the correspondence and have charge of all papers pertaining to the office. She shall be a member of the Publicity Committee.
The Treasurer shall keep a permanent record available for audit of all funds received and disbursed as authorized by the Club’s budget and approved by the President and shall report same to the Club. It shall be her duty to send to the State Treasurer the Club membership list accompanied by dues. She shall be the Chairman of the Finance Committee.
8.01 Parliamentary Authority
Parliamentary authority shall be Roberts Rules of Order Revised.
9.01 Dissolution of Club
Should this organization (Hillsborough Garden Club) dissolve for any reason, all monies remaining in the treasury will be forwarded to a like organization (such as the Burwell School Historic Site, Orange County Historical Museum, NC Botanical Garden, Triangle Land Conservancy or Eno River Association) according to IRS regulations.
9.02 Fiscal Year
The fiscal year of the Club shall be from July 1 to June 30 of each year.
9.03 Nondiscrimination Policy
The officers, Directors, committee members and persons served by this organization shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation. It is the policy of the Hillsborough Garden Club not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.
9.04 Bylaw Amendments
These bylaws may be amended by a two-thirds affirmative vote of the members of the Club present, provided the proposed change is presented at the previous monthly meeting.
CERTIFICATE OF ADOPTION OF BYLAWS
I do hereby certify that the above stated Bylaws of the Hillsborough Garden Club were approved by the Hillsborough Garden Club on February 9, 2017 and constitute a complete copy of the Bylaws of the Club.
Frances Harris, secretary 2016-2017