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

ARTICLE I – OFFICES

The principal office of the Corporation shall be in 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 of Directors 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 members 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,

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, Member Emeritus, Provisional, Non-Resident and Honorary members.

2. The number of Active members shall not exceed eighty (80). There is no limitation on the number of Provisional, Member Emeritus, Non-Resident or Honorary members.

3. Active members shall be entitled to vote, hold office, propose and endorse new members, and chair and serve on committees. They are expected to attend meetings on a regular basis and fully participate in the Corporation’s activities. They pay Annual dues and shall receive all of the Corporation's mailings.

4. Member Emeritus members shall be entitled to vote, hold office, propose and endorse new members and chair and serve on committees. Members Emeritus may attend meetings and participate in the Corporation’s activities. The annual dues for Members Emeritus will be waived and they shall receive all of the Corporation’s mailings. Member Emeritus members are members who have been Active members of the Little Garden Club of Rye for over forty years.

5. Non-resident members are not entitled to vote, hold office, propose nor endorse new members, nor chair committees. Non-resident members may attend meetings and participate in the Corporation’s activities including serving on committees. Non-resident members pay Annual dues and they shall receive all of the Corporation’s mailings. Non-Resident members are those who at no season of the year make their residence in the City of Rye or neighboring communities.

6. Provisional members are not entitled to vote, hold office, propose nor endorse new members, but they may chair and serve on committees. Provisional members are expected to attend meetings on a regular basis and fully participate in the Corporation's activities. They shall pay Annual dues and will receive all of the Corporation's mailings. Provisional members are candidates who have been proposed and elected for membership pursuant to ARTICLE III, Subsection 8 of these By-Laws, during that 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 period during which Provisionals are elected designates their "Provisional Class". 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. 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.

7. Honorary members are professionals with established reputations in horticulture and conservation or individuals whose knowledge and interest in the mission of the Little Garden Club of Rye make them valuable members of our organization. Honorary membership may be conferred upon an individual who has never been a member of a GCA club and who is not eligible for regular membership. Honorary members are elected by the unanimous vote of those present at any meeting of the Corporation, after recommendations having been made and approved by the Executive Committee. Honorary members are not entitled to vote, hold office, propose nor endorse new members, nor chair committees. Honorary members may attend meetings. Honorary members do not pay Annual dues and they shall not receive all of the Corporation’s mailings. shall not receive 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 Member Emeritus member and must be endorsed by three other qualified Active or Member Emeritus 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. It is primarily the responsibility of the proposers and endorsers, along with help from the Membership Committee Chair, to mentor and encourage new members to take part in Club activities.

(c) No member may propose more than one and endorse more than two other candidates during a single fiscal year. Only Active members who have been Active at least one year and Member Emeritus 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 Chair 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 Chair 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 second 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 Corresponding Secretary shall mail, mail, either by U.S.P.S. or electronically, a notice stating the time and place of the Annual Meeting to every member in good standing, at the member's address as it appears on the membership roll book of the Corporation.

Regular Business meetings of the Corporation shall be held during the second week of each month unless otherwise ordered by the President of the Executive Committee.

The presence at any Membership Meeting of not less than one-third 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 Corresponding Secretary shall mail, mail, either by U.S.P.S. or electronically, 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 containing the names, alphabetically arranged, of all persons who are members of the Corporation, showing their places of residence and the year they became members, shall be kept current by the Board of Director’s Administrator. The list of members as of the record date, certified by the Recording 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.

The Administrator will ensure that the membership roll is maintained up-to-date on the GCA website.

All Active and Member Emeritus members of such 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 Corresponding Secretary shall cause a notice of such meetings to be mailed, either by U.S.P.S. or electronically, to all members at their addresses as they appear in the membership roll book at least ten days but not more than 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 of Directors shall fix, in advance, a date as the record date for any such determination of members. Such date shall not be more than fifty nor 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, including electronically, 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 that member by proxy. Every proxy must be signed by the member or the member's 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 regular Busikness meetings of members shall be as follows:

1. Roll Call or announcement by the meeting leader that members and guests are required to sign the provided roster.

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. News of interest to the Membership

8. Adjournments

15. MEMBERSHIP DUES

Membership dues for the coming year shall be payable prior to the Annual Meeting of the current year in such amounts as the membership vote shall determine. If a member’s dues are not paid by September 30 of the coming year, after receiving a second notice sent by the Treasurer, the Board of Directors shall terminate such membership. Dues shall include membership in the GCA and an annual subscription to its Bulletin. Membership dues are waived for Members Emeritus. The Club will pay the GCA dues for Members Emeritus.

16. LEAVE OF ABSENCE A member who has been an Active member for not less than five years and who is not able to fully participate in the Corporation’s activities, may request a Leave of Absence for up to five years. The request shall be granted upon unanimous approval of the Board of Directors. The member may return to Active member status after the agreed upon time of the Leave of Absence has ended provided the return of that member does not cause the membership to exceed 60 Active members. Dues will be suspended for each full year at the time of the Leave. If the member returns mid-year, the member will pay full dues for that year.

ARTICLE IV – BOARD OF DIRECTORS

1. MANAGEMENT OF THE CORPORATION

The Corporation shall be managed by the Board of Directors which shall consist of the elected Officers of the Corporation and the Chairs 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 that Director's successor, or until that Directors 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 of Directors 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 that Director's 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 of Directors. Directors may be removed without cause only by vote of the membership.

6. RESIGNATION

A Director may resign at any time by giving written notice to the Board of Directors, the President or the Recording 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 of Directors shall constitute a quorum for the transaction of business or of any specified item of business.

8. ACTION OF THE BOARD OF DIRECTORS

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

9. PLACE AND TIME OF BOARD OF DIRECTORS MEETINGS

The Board of Directors 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 OF DIRECTORS

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

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. CHAIR OF THE BOARD/PRESIDENT OF THE EXECUTIVE COMMITTEE

The President of the Executive Committee, or in the President's absence, a Chair chosen by the Board of Directors, shall preside at all meetings of the Board of Directors

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 of Directors. The committees of the Corporation may consist of Archives/Historian, Awards, Bulletin, Civic Improvement, Communication, Community Stewardship, Conservation/NAL, Field Trips/Visiting Gardens, Floral Design, Fund Raising, Garden History & Design, Horticulture, Hospitality, Membership, Programs and Scholarship. The Board of Directors, the Executive Committee or the President may appoint special committees from time-to-time.

ARTICLE V – OFFICERS OF THE CORPORATION

1. ELECTION AND TERM OF OFFICERS

The Officers of the Corporation (the Executive Committee) 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 in odd-numbered years and shall consist of a Chair 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 Ccommittee shall present to the membership a slate of proposed officers of the corporation ninety days prior to the Annual Meeting of the membership. Membership will vote at the Annual Meeting for those proposed.

2. REMOVAL, RESIGNATION, SALARY

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

3. CHAIR OF THE BOARD/PRESIDENT OF THE EXECUTIVE COMMITTEE

The President shall be the Chief Executive Officer of the Corporation, shall preside at all meetings of the members, the Board of Directors, and the Executive Committee, shall have the general management of the affairs of the Corporation and shall see that all orders and resolutions of the Board of Directors 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 Executive Committee 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 Board of 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 of Directors 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 Recording Secretary shall keep the minutes of the Board of Directors and 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.

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 the Corresponding Secretary by the Board of Directors 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, provided the proposed amendment has been distributed to all members, by U.S.P.S. (for members without email) or electronically by email, and included and distributed in the approved minutes of a previous meeting.

Revised and Approved JUNE 2008

Revised and Approved March 2021

Proposed changes January 2023

Approved March 2023