Northfield Garden Club Bylaws (Adopted Nov. 14, 2000/ revised Dec. 9, 2008)
Article I: Membership and Meetings
Section I.1 Members. The Articles of Incorporation provides that all members of the Northfield Garden Club, "membership," are members of this corporation and that they shall have voting rights. Members shall attend annual meetings and pay annual membership dues.
Section I.2 Regular Meetings. Meetings of the membership shall be held on the second Tuesday of each month, except January. Meetings may be waived by the Board of Directors with notice to the membership. Special meetings may be called by the President, by the Board of Directors, or a quorum of the membership, with not less than three (3) days' notice to all members. Meetings shall be conducted in accordance with Robert's Rules of Order, Revised.
Section I.3 Annual Meetings. The annual meeting of the membership shall be held at such place as may be designated in the notice of the meeting, for the purpose of electing the officers of the corporation and the transaction of other business. The annual meeting shall take place on the second Tuesday of October of each year, or at any other time specified in the notice of the annual meeting, which shall be given in writing to members of the corporation at least three (3) days prior to the meeting date. Elections and re-elections of officers shall occur at the annual meeting.
Section I.4 Quorum. In a meeting of the membership, for the transaction of business, twenty (20) members shall constitute a quorum. In the absence of a quorum, and if it is necessary for business to be conducted, a majority of the Directors present may adjourn any meeting in order to take measures to obtain a quorum or reschedule the meeting. Notice of any adjourned meeting must be given in the same manner as a regular meeting. Provided that the quorum requirement has been met, a simple majority vote of members present at the meeting is sufficient to transact business, unless otherwise stated herein. Proxy votes shall not be allowed.
Section I.5 Notice of Meeting. Whenever a written notice of a meeting is required to be given to any person, it shall be deemed given when it is either delivered to such person or deposited in the United States mail addressed to such person's last known post office address. In counting time, the day of such delivery or mailing shall not be included. Notification of a meeting shall also be valid if listed on the annual calendar.
Article 2: Board of Directors
Section 2.1 Management. The management of the corporation shall be vested in the Board of Directors, who shall have the general management and control of the business property and affairs of the corporation, with full power to transact its business and perform all things necessary to carry out its corporate objectives and purposes. The Board shall develop policies of the corporation and shall implement the policies through budget allocations and, where appropriate, through public relations, advertising, and marketing activities.
Section 2.2 Number and Term of Office. There shall be five (5) members of the Board of Directors: the current officers of the corporation and a past president, Directors shall be elected for initial terms of one (1) year. Subsequent terms of office for all directors shall be for one (1) year. Directors shall hold office until their respective successors are duly elected, or until his/her death, resignation, or removal as herein after provided.
Section 2.3 Qualifications of Directors. At any one time, the Board of Directors shall consist of the following members: President, a Past President, Vice-President, Secretary, and Treasurer.
Section 2.4 Annual Meetings. The annual meeting of the Board of Directors shall be held at the office of the corporation, or at such other place as may be designated in the notice of the meeting, on the first or second week in January. Notice of the annual meeting shall be given at least three (3) days prior to the meeting.
Section 2.5 Regular and Special Meetings. The Board of Directors shall hold regular meetings at such times, places, and intervals as it shall determine. The regular or special meetings may be called at any time upon three (3) days notice by the President or any two elected officers or by the President or other officers at the request of the majority of the Board of Directors.
Section 2.6 Quorum/Vote. A quorum for the transaction of business by the Board of Directors shall consist of three (3) directors present and voting at the time business is commenced. Provided that the quorum requirement has been met, a simple majority vote of directors present at the meetings is sufficient to transact business, unless otherwise stated herein. Proxy votes shall not be allowed.
Section 2.7 Committees. The Board of Directors may appoint committees and delegate to the committees such powers and responsibilities as it may deem appropriate.
Section 2.8 Vacancies. Vacancies on the Board of Directors and vacancies in any elected office may be filled by a majority vote of the remaining members of the Board of Directors (though less than a quorum) until the next annual meeting or until their successors are duly-elected and qualified.
Section 2.9 Removal of Directors. Any director may be removed, either with or without cause, at any time by a vote of a three-fifth majority of the current membership at a special meeting of the members called for the purpose. A vacancy caused by the removal may be filled in the manner specified in Sections 2.8.
Section 2.10 Action in Writing. Any action which might usually be taken at a meeting of the Board of Directors or any lawfully constituted committee may be taken without a meeting, if the action is in writing and signed by all of the Directors then in office or by all members of the committee, as the case may be.
Article 3: Officers.
Section 3.1. Number. The officers of the corporation shall be elected by the membership and shall include a President, Vice President, Secretary, and Treasurer. The Board of Directors may also appoint such other officers as they may deem necessary. Except as provided in these bylaws, the membership shall fix the powers and duties of all officers.
Section 3.2. Election and Term of Office. Officers shall be elected at each annual meeting by a majority vote of the membership present. An officer shall hold office for the fiscal year as established by the Garden Club, unless prior thereto he/she has resigned or been removed from office.
Section 3.3. Removal and Vacancies. An officer or agent elected by the membership or appointed by the Board of Directors may be removed with or without cause at any time by the affirmative vote three-fifths (3/5) of the membership present. Any vacancy in any office of the corporation shall be filled by nomination and a majority vote. The term for any vacancy so filled will run only until the next annual election.
Section 3.4. President. The President shall be the chief executive officer of the corporation, shall have general and active management of the business of the corporation, shall preside at all meetings of the membership and Board of Directors, and shall see that all orders and resolutions of the membership and Board of Directors are carried into effect. He/she shall have the general powers and duties usually vested in the office of the president of a non-profit corporation, such as the authority to execute contracts and other instruments on behalf of the corporation, and shall have other powers and duties as the Board of Directors from time to time prescribe. The President shall after completing term of office, serve the successive year as a Board of Directors member.
Section 3.5. Vice President. The Vice President shall have such powers and duties as the President or the Board of Directors may from time to time prescribe. In the absence of the President or in the event of his/her death, inability or refusal to act, the Vice President shall perform the duties of the President and when so acting, shall have all the powers of, and be subject to , all restrictions upon the President.
Section 3.6. Secretary. The Secretary shall attend all meetings of the membership and Board of Directors and record all votes and the minutes in a book to be kept for that purpose, and shall have custody of all documents and records of the corporation, except those connected with the office of the Treasurer. He/she shall give or cause to be given notice of all meetings of the membership and the Board of Directors, shall handle all routine correspondence and documents related to the business of the corporation, and shall preform other duties and have powers as the membership and board of Directors may from time to time prescribe.
Section 3.7. Treasurer. The Treasurer shall be present at the annual meeting of the membership and shall present a financial report of the corporation. He/she shall keep full and accurate account of all receipts and disbursements in books belonging to the corporation, handling banking transactions, and have such other powers and duties as the membership and Board of Directors may from time to time prescribe.
Section 3.8. Other Officers. Any other officer appointed by the Board of Directors shall hold office for the term established by the Board and shall have such powers, perform such duties, and be responsible to such office as the Board of Directors may from time to time prescribe.
Article 4: Authority of Directors, Officers, and Others.
Section 4.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute or deliver any instrument in the name of, and on the behalf of, the corporation, and such authority may be general or confined to specific instances.
Section 4.2. Loans. No loans shall be contracted on behalf of the corporation, and no evidences of indebtedness shall be issued in its name, unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 4.3. Checks, Drafts, etc. All checks, Drafts, or other orders for payment of money or notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation as shall from time to time be determined by resolution of the Board of Directors.
Section 4.4. Deposits. All funds of the corporation not otherwise employed shall be deposited to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4.5. Auditing. The Treasurer's books shall be audited at the end of the fiscal year, which is from January 1 through December 31 by a committee of two members appointed by the Board of Directors.
Article 5. Indemnification of Directors, Officers, and Others.
Section 5.1. Indemnification. To the fullest extent permitted by any applicable law, this corporation shall hold harmless and indemnify any person who was, or is a party, or is threatened to be made a party to any threatened, pending, or completed action, suit, or preceding, wherever bought, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee, or committee member of the corporation, against expenses, including attorney's fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner reasonably believed to be in or not opposed to be the best interest of the corporation. Indemnification provided by this bylaw shall not be deemed exclusive of any other rights to indemnification to which any person may be entitled by contract or otherwise under law. indemnification provided by this bylaw shall continue for a person who has ceased to be a director, officer, employee or committee member shall inure to the benefit of the heirs, executors, and administrators of such person, and shall apply whether or not the claim against such person arises out of matters occurring before the adoptions of the bylaw. However, any indemnification realized other than under this bylaw shall apply as a credit against any indemnification provided by this bylaw.
Section 5.2. Insurance. The corporation may, to the extent permitted by applicable law, purchase and maintain insurance on behalf of any person who is or was a member of the Board of Directors, Officer, or employee of this corporation or a member of a committee of this corporation against any liability asserted against such person and incurred by such person in any such capacity.
Article 5. Miscellaneous Provisions.
Section 6.1. Fiscal Year. The fiscal year of the corporation shall begin on January 1 and end on December 31.
Section 6.2. The Organization Shall be Non-sectarian and Non-political, and shall not discriminate on the basis of race, sex, religion, national origin, or sexual preference.
Section 6.3. Bylaws Amendment. These bylaws may be amended by a majority vote of those voting, a quorum being present, at any regular, special, or annual meeting of the membership, provided the membership has been given written notice at least three (3) days prior to the meeting date.
Section 6.4. Property Rights. No member shall have any right, title, or interest in or to any property of this corporation.