The By-Laws of The Little Garden Club of Rye, Inc.





ARTICLE I – OFFICES


The principal office of the Corporation shall be it the City of Rye, County of Westchester and State of New York. The Corporation may also have offices at such other places within or without this State as the Board may from time to time determine or the business of the Corporation shall require.


ARTICLE II – NATURE AND PURPOSE OF ORGANIZATION


The Corporation is a not-for-profit, voluntary association of amateurs interested in stimulating the knowledge and love of gardening among the citizens of the City of Rye and in encouraging conservation, preservation and protection of native trees and plantings in the geographic area of the City of Rye. Pursuant to these purposes, the association shall conduct the following activities:


1. To assist the Rye Nature Center and the Rye Free Reading Room in maintaining and operating a body of reading materials on horticulture, conservation and related projects.


2. To seek to make the public aware of useful gardening procedures and conservation techniques through lectures and workshops in cooperation with the Rye Nature Center, Rye Historical Society and school officials.


3. To sponsor and participate in public flower shows at which these procedures and techniques are demonstrated.


4. To make non-cash awards to children and adults for horticultural and environmental achievements.


5. To encourage with financial support and physical effort rail and roadside beautification, civic planning, conservation and the general prevention of community environmental deterioration.


6. To maintain an affiliation with The Garden Club of America (the “GCA”).


ARTICLE III – MEMBERSHIP


1. The Corporation shall be comprised of Active, Provisional, Affiliate, Non-Resident and Honorary members.


2. The number of Active members shall not exceed sixty (60). There is no limitation on the number of Provisional, Affiliate, Non-Resident or Honorary members.


3. Active members shall be entitled to vote, hold office and chair committees. They are expected to attend meetings on a regular basis and fully participate in the Corporation’s activities.


4. A class of Provisional members shall be created each year for a twelve month period beginning on the date of the Annual Meeting of the Corporation and ending on the date of the next successive Annual Meeting of the Corporation. The class of Provisional members shall consist of candidates who have been proposed and elected for membership pursuant to this ARTICLE III, Subsection 8, during that twelve month period. Provisional members shall not be entitled to vote, but should attend all of the meetings, participate in all of the activities of the Corporation and receive all of the Corporation’s mailings. They should serve on committees, but may not hold office or chair committees. Provisional members shall become Active members upon the majority vote of the Board of Directors at the last Board of Directors’ meeting prior to the Annual Meeting of the Corporation or at other times of the year as need be. In the event there are no openings in the Active membership, a Provisional member may maintain their status until an opening in the Active membership arises.


5. A member who has been an Active member for not less than five years and who is no longer desirous or able to fully participate in the Corporation’s activities, may become an Affiliate member by two-thirds vote of the members present at any meeting of the Executive Committee. Affiliate members shall be entitled to vote and are encouraged to serve on committees, to attend meetings and to participate in any and all activities of the Corporation. They may not hold office or chair committees; however, if they hold an office or chair a committee prior to becoming an Affiliate member, they may continue to hold their position until the end of its term. Affiliate members shall receive all of the Corporation’s mailings and shall maintain their GCA affiliation.


6. Non-Resident members are those who at no season of the year make their residence in the City of Rye or neighboring communities. A non-Resident member shall receive all of the Corporation’s mailings, but is not entitled to vote.


7. Honorary membership may be conferred upon any person especially distinguished in the GCA, by the unanimous vote of those present at any meeting of the Corporation, recommendations having been

made by the Executive Committee. Honorary members shall receive all of the Corporation’s mailings.


8. QUALIFICATIONS FOR MEMBERSHIP

Membership in the Corporation shall be open to the public, without regard to race, color, religion, age or sex and shall consist primarily of those committed to increase their knowledge and love of horticulture.


(a) New members must be residents of the City of Rye or neighboring communities.


(b) A candidate for membership may be proposed by any qualified Active or Affiliate member and must be endorsed by four other qualified Active or Affiliate members. The proposal and endorsement shall be submitted in writing to the Chairman of the Membership Committee. These letters shall state in detail the qualification of the candidate.


(c) No member may propose more than one and endorse more that two other candidates a year. Only Active members who have been Active at least one year and Affiliate members may propose or endorse candidates.

(d) The candidate must attend at least two regular business meetings as a guest before being proposed and must be presented to the Membership Committee and the Executive Committee.


(e) The Chairman of the Membership Committee shall present each candidate’s name with the Committee’s recommendation to the Board of Directors for action. A majority vote of the Board of Directors shall constitute election to membership as a Provisional member of the Corporation.

(f) The Membership Chairman shall inform the proposer of the Board of Director’s decision and notify the candidate in writing of election to membership.


9. MEMBERSHIP MEETINGS


The Annual Meeting of the membership of the Corporation shall be held on the first Tuesday of June each year except that if such day be a legal holiday then in that event the directors shall fix a day not more than two weeks from the date fixed by these by-laws. The Secretary shall mail a notice stating the time and place of the Annual Meeting to every member in good standing, at his address as it appears on the membership roll book of the Corporation.


Regular meetings of the Corporation shall be held of the first Tuesday of each month unless otherwise ordered by the President of the Executive Committee.


The presence at any Membership Meeting of not less than one-half of the Active members shall constitute a quorum and shall be necessary to conduct the business of the Corporation; however, a lesser number may adjourn the meeting for a period of not more than four weeks from the date scheduled by the by-laws and the Secretary shall mail a notice of the re-scheduled date of the meeting to those members who were not present at the meeting originally called. A quorum as hereinbefore set forth shall be required at any adjourned meeting.


A membership roll showing the list of members as of the record date, certified by the Secretary of the Corporation, shall be produced at any meeting of members upon the request therefore of any member who has given written notice to the Corporation that such request will be made at least ten days prior to such meeting.


All Active and Affiliate members of much membership roll shall be entitled to vote at the meeting.


10. SPECIAL MEETING


Special meetings of the Corporation may be called by the Board of Directors. The Secretary shall cause a notice of such meetings to be mailed to all members at their addresses as they appear in the membership roll book at least ten days but not more that fifty days before the scheduled date of such meeting. Such notice shall state the date, time, place, and purpose of the meeting and by whom called. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.


11. FIXING RECORD DATE


For the purposes of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to receive any distribution or any allotment of any rights, or for the purpose of any other action, the Board shall fix, in advance, a date as the record date for any such determination of members. Such date shall not be more than fifty not less than ten days prior to any other action.


12. ACTION BY MEMBERS WITHOUT A MEETING


Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all the members entitled to vote thereon.


13. PROXIES


Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy. Every proxy must be signed by the member or his attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.


14. ORDER OF BUSINESS


The Order of business at all meetings of members shall be s follows:

1. Roll Call

2. Approval of the minutes of the preceding meeting

3. Reports of Committees

4. Reports of officers

5. Old and unfinished business

6. New business

7. Good and Welfare

8. Adjournments


15. MEMBERSHIP DUES


Membership dues shall be payable at the time of the Annual Meeting in such amounts as the membership vote shall determine. If a member’s dues are not paid by September 30 after receiving a second notice sent by the Treasurer, the board may terminate such membership. Dues shall include membership in the GCA and an annual subscription to its Bulletin. A candidate elected to membership during the last half of the year, shall pay only half of the yearly dues.


ARTICLE IV – DIRECTORS


1. MANAGEMENT OF THE CORPORATION


The Corporation shall be managed by the Board of Directors which shall consist of the Officers and the Chairman of all committees. Each director shall be at least nineteen years of age.


2. ELECTION AND TERM OF DIRECTORS


Each Director shall hold office until election or appointment of his successor, or until his prior resignation or removal.


3. INCREASE OR DECREASE IN NUMBER OF DIRECTORS


The number of Directors may be increased or decreased by vote of the members or by a vote of a majority of all of the Directors. No decrease in number of Directors shall shorten the term of any incumbent Director.


4. VACANCIES


Vacancies occurring in the Board for any reason may be filled by a vote of a majority of the Directors then in office. A Director elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.


5. REMOVAL OF DIRECTORS


Any or all of the Directors may be removed for cause by a vote of the members or by action of the Board. Directors may be removed without cause only by vote of the members.


6. RESIGNATION


A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt of such notice.


7. QUORUM OF DIRECTORS


Unless otherwise provided in the certificate of Incorporation, a majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business.


8. ACTION OF THE BOARD


Unless otherwise required by law, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Each Director present shall have one vote.


9. PLACE AND TIME OF BOARD MEETINGS


The Board shall hold its meetings at such times and places as it may from time to time determine, or as determined by the President.


10. NOTICE OF MEETINGS OF THE BOARD


Regular meetings of the Board may be held without notice at such time and place as it shall from time-to-time determine. Special meetings of the board shall be held upon notice to the Directors and may be called by the President upon three days’ notice to each Director either personally or by mail.


11. ADJOURNMENT OF MEETINGS


A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of adjournment shall be given to all of the Directors who were absent at the time of the adjournment.


12. CHAIRMAN


The President, or in her absence, a chairman chosen by the Board, shall preside at all meetings of the Board.


13. EXECUTIVE COMMITTEE


The Executive Committee shall be comprised of the Officers of the Corporation.


14. OTHER COMMITTEES


Each committee shall serve at the pleasure of the Board. The committees of the Corporation shall consist of Archives, Awards, Bulletin, Civic, Conservation, Field Trips, Flower Show, Founders Fund, Fund Raising, Garden History & Design, Horticulture, Hospitality, Membership, NAL, Newsletter, Programs, Public Relations, Scholarship, Visiting Gardens, and Website. The Board of Directors, the Executive Committee or the President may appoint special committees from time-to-time.


ARTICLE V – OFFICERS


1. ELECTION AND TERM OF OFFICER


The Officers of the Corporation shall consist of a President, First Vice-President, Second Vice-President, Treasurer, Recording Secretary and Corresponding Secretary, so elected from the Active members at the Annual Meeting every two years on the odd year.

A nominating committee shall be elected by the Executive Committee of the Corporation at its January meeting and shall consist of a Chairman who shall be the current First Vice President, and four additional Active members, one of whom shall have served on the previous nominating committee. The nominating committee shall present to the membership a slate of proposed officers of the corporation prior to the Annual Meeting of the membership. Membership will vote at the Annual Meeting for those proposed. (Amended November, 2012)


2. REMOVAL, RESIGNATION, SALARY


Any officer elected or appointed by the Board may be removed by the Board with or without cause. In the event of the death, resignation, or removal of an officer, the Board in its discretion may elect or appoint a successor to fill the unexpired term. The Officers of the Corporation shall serve without compensation.


3. PRESIDENT


The President shall be the Chief Executive Officer of the Corporation, shall preside at all meetings of the members and of the Board, shall have the general management of the affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect.


4. VICE- PRESIDENTS


During the absence or disability of the President, the First Vice-President, or in the event of the latter’s absence or disability, the Second Vice-President shall have all the powers and functions of the President. Each Vice-President shall perform such other duties as the Board shall prescribe. The First Vice-President shall be a past President of the Corporation.


5. TREASURER


The Treasurer shall have the care and custody of all the funds and securities of the Corporation and shall deposit said funds in the name of the Corporation in such bank or trust company as the Directors may elect; when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Corporation; shall also sign all checks, drafts, notes and orders for the payment of money, which shall be duly authorized by the Board of Directors; shall at all reasonable times exhibit the books and accounts to any director or member of the Corporation during ordinary business hours. The Treasurer shall present a financial report at each Board and Membership Meeting and at the Annual Meeting report in full the financial condition of the Corporation. Annually, the Treasurer shall prepare a Budget to be approved by the Executive Committee and the Board of Directors and presented prior to the Annual Meeting to the membership for approval at the Annual Meeting.


6. RECORDING SECRETARY


The Secretary shall keep the minutes of the Board of Directors and also the minutes of the Membership Meetings, have the custody of the Seal of the Corporation and shall affix and attest the same to documents when duly authorized by the Board of Directors; shall keep a membership roll containing the names, alphabetically arranged, of all persons who are members of the Corporation, showing their places of residence and the time they became members.


7. CORRESPONDING SECRETARY


The Corresponding Secretary shall attend to the giving and serving of all notices of the Corporation and shall attend to such correspondence as may be assigned to her by the Board or President.


ARTICLE VI – SEAL


The seal of the Corporation shall be as follows:


ARTICLE VII – CONSTRUCTION


If there be any conflict between the provisions of the Certificate of Incorporation and these By-laws, the provisions in the Certificate of Incorporation shall govern.


ARTICLE VIII – AMENDMENT


The By-laws may be amended by a two-thirds vote of those members entitled to vote at any special, regular or Annual Meeting of the membership, provided the proposed amendment has been read at a previous meeting.


APPROVED JUNE 2008