Men's Garden Club of Pittsburgh
MENíS GARDEN CLUB OF PITTSBURGH
A PENNSYLVANIA NONPROFIT CORPORATION
Definition of Bylaws
1.1 Definition: these Bylaws constitute the code of rules adopted by the Menís Garden Club of Pittsburgh for the regulation and management of its affairs.
1.2 Name: the name of the organization will be the "Menís Garden Club of Pittsburgh", hereafter in this document referred to as the "MGC."
1.3 Purposes and Powers: the MGC will have the purpose or powers as may be stated in its Articles of Incorporation, and such powers as are now or may be granted hereafter by the Nonprofit Corporation Law of 1972 of the Commonwealth of Pennsylvania, or any successor legislation.
2.1: The Primary Objectives of the MGC Shall be: to devote its energies to the promotion of the aesthetic appreciation of gardens and the cultivation of higher ideals among garden devotees; to promote the adoption of higher garden standards in communities for the benefit of the individual; to develop the love for growing plants in the hearts of children, particularly those whose opportunities are restricted; and general interest in individual, or private gardens, community plantings or parks in an environmentally conscious way.
3.1 Office: the MGC may maintain offices either within or without the Commonwealth of Pennsylvania, as its business requires.
3.2 Registered Office: the location of the registered office of the MGC as stated in the Articles of Incorporation may from time to time be changed by a duly adopted resolution of the board of directors, or by amending its Articles of Incorporation or by filing an appropriate statement with the Department of State.
4.1 Active Members: shall be admitted to membership under the following procedures:
4.1.1 An application for membership shall be submitted to the MGC treasurer accompanied by the current required dues. Said application will be supplied by the MGC.
4.2 Definition: the members of the MGC are those persons having membership rights in accordance with the provisions of these bylaws.
4.3 Classes: the MGC will have two classes of members designated as Active Member or Honorary Member.
4.3.1: An active membership in the MGC shall consist of men and women of good character and community standing, directly or indirectly interested in gardens, shall pay annual dues and shall be entitled to all privileges of the MGC.
4.3.2 Any person, who has performed some distinguished service, may be elected as an honorary life member. An Honorary life member shall not be required to pay annual dues and shall be entitled to all privileges of the club.
4.4 Transferability of Membership: membership in the MGC is nontransferable and nonassignable.
4.5 Termination of Membership: membership will terminate in the MGC for any of the following events, and for no other reason.
4.5.1 Receipt of the board of directors of the written resignation of a member, executed by such member or his duly authorized attorney-in-fact.
4.5.2 The death of a member.
4.5.3 The failure of a member to pay his/ her annual dues.
4.5.4 For cause inconsistent with membership.
4.5.5 However, a member terminating membership status for reasons other than 4.5.2 above may be completely and automatically reinstated if correcting the cause of termination before formal adoption by the Board of Directors of a resolution acknowledging such termination.
5.1 Current Members: annual dues are payable to the MGC and will be in such amount(s) as may be determined from time to time by resolution of the board of directors.
5.1.1 New Members: the new memberís first annual dues will be pro rated by quarters: new members joining in January, February or March will pay 100% of the required yearly dues; those joining in April, May or June will pay 75% of the required yearly dues; those joining in July, August or September will pay 50% of the required yearly dues; those joining in October, November or December will pay 25% of the required yearly dues. The required dues will be payable in full and submitted with the new memberís application for membership. Future annual dues will be payable on the first day of each fiscal year.
5.2 Discipline: active members being two or more months in arrears in the payment of dues shall be considered for suspension and/or their interest to withdraw from membership. Reminders of dues obligation/late payment will be provided by the MGC for a limited and prescribed period as determined by the board of directors, after which the individual will be withdrawn from the club's membership rolls. Reinstatement can proceed with completion of dues obligations.
5.2.1 Any Person: whose membership in the MGC has been terminated in any manner, shall forfeit all interest in property belonging to the MGC, and all rights to the use of the Menís Garden Club name, emblem or other insignia.
6.1 Monthly Meetings: the MGC shall generally hold monthly meetings on the first Monday of each month, with the exception of that Monday which follows a Holiday or specific event. The MGC may hold such other meetings as the board of directors, the president or at least ten percent of the memberís may desire.
6.2 Annual Meeting: of the MGC shall be the November regular meeting in each year for the purpose of election of officers. The membership of the MGC shall be given at least two weeks written or printed notice of the date and place of the annual meeting.
6.2.1 The notice of the annual meeting as announced in the MGC newsletter "The Stamen" or by letter will be deemed to be delivered when deposited in the United States mail addressed to the member as it appears on the records of the MGC, with postage prepaid.
Voting Rights of Members.
7.1 Active Member: will be entitled to one vote on each matter submitted to a vote of members.
7.2 Proxy Voting: an active member may vote either in person or by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy will be recognized as valid after eleven (11) months from the date of its execution unless expressly provided otherwise in the proxy.
Quorum of Members
8.1 Quorum: a quorum constitutes one third (1/3) of members entitled to vote either in person or by proxy. The result of this majority vote cast by members present or by proxy, is necessary for the adoption of any matter voted on by the membership. Exceptions would include: greater proportions as per the Nonprofit Corporation Law of 1972, Articles of Incorporation of the MGC, or any provision/amendments of these bylaws.
9.1 Definition: the board of directors is that group of persons vested with the general management of the business and affairs of the MGC. They shall determine the policies and activities of the club, elect and discipline members, approve the budget, approve all bills and take counsel with committees, etc.
9.2 Structure: the board of directors of the MGC will constitute a single class.
9.3 Qualifications: for becoming and remaining a director of the MGC are as follows:
9.3.1 Directors need not be residents of the Commonwealth of Pennsylvania.
9.3.2 Directors must be active members of the MGC.
9.4 Number of Directors: the number of directors of the MGC will not be less than five (5) at anytime, six (6) or more being the norm. All past presidents of the organization shall not stand for election and shall be permanent directors unless they choose not to be. Three (3) directors will be elected at the annual November meeting. One set of three directors will be elected on even numbered years and the other set of three directors will be elected on odd numbered years. Should any director serve a total of ten consecutive years on the board, such director shall become a permanent member of the board and need not stand for election along with past presidents.
9.4.1 The terms of office for all directors will be for two (2) years, and will coincide with the fiscal year of the MGC.
9.4.2 Said directors shall be nominated from the floor at the regular slated October meeting of the MGC.
9.4.3 The election of directors shall be by secret ballot at the annual November meeting held in accordance to routine parliamentary procedure.
9.4.4 A ballot shall be prepared listing the names of all nominees considered for election by the membership. This ballot will be provided on or before the November meeting via the monthly newsletter "The Stamen", the MGC on-line website or by paper ballot.
9.4.5 The nominees for the office of directors receiving the highest number of votes shall be declared elected.
9.4.6 Each director will hold office for the term for which elected and until a successor has been selected and qualified.
9.5 Vacancies on the Board: any vacancy occurring in the board of directors will be filled by a majority vote of the remaining board of directors. Individuals for consideration can include: previous candidates for election, or other candidates from the general membership. The new director appointed to fill the vacancy will serve for the unexpired term of the predecessor in office.
9.6 Meetings: of the board of directors may be called by either the president or three (3) members of the board of directors.
9.7 Place and Notice: scheduled and unscheduled meetings of the board of directors will be held at a designated site(s) within or without the Commonwealth of Pennsylvania, and as the board of directors designates. Notice of board of directors meetings will indicate the date, time and place for the planned meeting. A minimum of five (5) days notice will be given to each board member by the direction of the president or board of directors calling the meeting
9.8 Meetings: a minimum of four (4) scheduled quarterly board meetings will be held each fiscal year to conduct normal MGC business.
9.9 Unscheduled Meetings: (special) board meetings can be convened at any time as directed by the president or board of directors to discuss specific issues.
9.10 Quorum: a quorum of the board constitutes one-half (1/2) plus one of the entire board membership. The result of any majority vote by board members present or by proxy, will be enacted when a quorum is present. Exceptions would include: greater proportions as per the Nonprofit Corporation Law of 1972, the Articles of Incorporation of the MGC or any provisions/amendments of these bylaws
10.1 Roster Of Officers: the officers of the MGC will consist of the following personnel: president, vice-president, secretary and treasurer.
10.2 Terms of Office: the term of all officers will be two years and will be elected on an even numbered year. The terms of all officers will coincide with the MGC fiscal year.
10.2.1 The president shall appoint a nominating committee whose members must be associated with the MGC. The committee shall consist of three members and no person on the nominating committee shall be a candidate for an Executive office. If the president cannot or will not appoint a nominating committee, the board members shall do so.
10.2.2 The purpose of this nominating committee shall be to compile a slate of officers or directors to be presented at the October meeting to be voted on by the voting members at the annual November membership meeting.
10.2.3 The nominating committee will present candidates for election. Candidates can also be nominated by the voting members either before or directly from the floor at the annual October meeting.
10.2.4 The election of officers shall be by members of the MGC by secret ballot at the annual November meeting and according to routine parliamentary procedure.
10.2.5 A ballot shall be prepared listing the names of all nominees considered for election by the membership. This ballot will be provided on or before the November meeting via the monthly newsletter "The Stamen", the MGC website or by paper ballot.
10.2.6 The nominees for the office receiving the highest number of votes shall be declared elected.
10.3 President: the president will be the Chief Executive Officer of the MGC and will be subject to the control of the board of directors who supervise and control the affairs of the MGC. The president will preside over all meetings of the MGC and shall act as chairman of the board of directors. The president will be an ex-officio member of all standing committees, and perform all duties incident to the office of president as provided by the bylaws and board of directors. The president shall have the general powers of supervision and management of the MGC.
10.3.1 The maximum term of the office of the president of the MGC shall be (4) four years. He may succeed himself after a one term absence from office.
10.3.2 The restriction of the president's four (4) year term may be suspended on a term to term basis by way of a unanimous vote by secret ballot of the board of directors prior to the annual October nominating meeting.
10.4 Vice President: in the absence of the president, the vice president will be the president. The vice president will perform all duties incident to the office of vice president and such other duties as may be required by law, by the Articles of Incorporation or by these bylaws, or that which may be assigned from time to time by the board of directors.
10.5 Secretary: the secretary will keep minutes/records of regular and special meetings of the board of directors. These documentations will be an ongoing chronicle of club functions, and a public record available to the board of directors and the general membership. The secretary will perform all duties incident to the office, and such other duties as may be required by law, the Articles of Incorporation or by these bylaws.
10.6 Treasurer: will have charge and custody of all financial matters of the MGC, deposit all funds, will keep and maintain adequate and correct accounts of MGC properties and business transactions, will render periodic reports and accountings of such to the board of directors and general membership and will perform all duties incident to the office of treasurer. The treasurer may be bonded at the expense of the MGC. The treasurer may obtain a credit card in the name of the MGC as prescribed by the board of directors, and used at the discretion and majority consent of the board of directors.
10.6.1 In the event of the presidentís and the vice presidentís absence, the treasurer will be the acting president.
Removal of Officers
11.1 Removal: any officer or board of director elected or appointed to office may be removed by the persons authorized under these bylaws. Such authorized persons may elect or appoint such officers whenever in their judgment the best interests of the MGC will be served. However, such removal will be without prejudice to any contract rights of the officer so removed.
12.1 Appointment of Committees: the MGC can establish committees, which will have prescribed authority of the board of directors to enhance the specific functions and interests of the general membership. These committees will include one (1) or more board members as their "chairperson", and interested participants from the general membership. Committees may be appointed/suggested by the president and/or board of directors. However, the creation of any committee will not operate to relieve the board of directors or any individual director of responsibilities imposed on their office or position.
12.1.1 A committee chairperson may appoint any number of members or non-members to a committee to assist the chairperson in performing his /her duties.
12.2 Authority: no such committee will have the authority of the board in reference to effecting any of the following:
12.2.1 Submission to members of any action requiring approval of members under the Nonprofit Corporation Law of 1972.
12.2.2 Filling of vacancies in the board.
12.2.3 Adoption, amendment, or repeal of bylaws with the exception for the bylaw committee, which can recommend adoption or amendments to the bylaws with the approval of the board of directors and the general membership, following guidelines set down in articles VII, VIII and XIX.
12.2.4 Amendment or repeal of any resolution of the board.
12.2.5 Action on matters committed by bylaws or resolution of the board to another committee of the board.
13.1 Awards: with the recommendation of the chairperson of the awards committee and approval of the majority of the board of directors, the following awards will, if circumstances allow, be presented yearly.
13.1.1 Gardener of the year award.
13.1.2 Service to the MGC award.
13.1.3 Organizational award.
13.2 Financing Awards: cost for awards will be allocated by the MGC treasurer.
14.1 The Fiscal Year: of the MGC will be the calendar year commencing the first of January of each year.
15.1 Execution of Documents: contracts, leases, or other instruments executed in the name of, or on behalf of the MGC, will with board approval be signed by the president, treasurer or any other pertinent member of the board of directors. If necessary, copies of resolutions by the board of directors authorizing such activities/actions will be made available.
15.2 Books and Records: the MGC will keep correct and complete books and records of account, and will also keep minutes of the proceedings of its members, board of directors and committees. The MGC will keep a membership register as compiled by the combined efforts of the treasurer, secretary, web-master, "The Stamen" editor and membership committee chairperson. This register, in addition to a periodically updated club directory, will provide the names, addresses, points of contact and interests of all MGC members.
15.2.1 These bylaws will be maintained by the bylaws committee chairperson and committee, be available for the general membership, and be posted on the MGC web site.
15.3 Inspection: all books and records of the MGC may be inspected by any member/agent or attorney, for any proper purpose at any reasonable time on written demand.
16.1 Nonprofit: the MGC will not have, or issue shares of stock. No dividend will be paid to its members, directors or officers.
16.2 Loans: the MGC will make no loans of any kind.
17.1 Conduct: on all affairs not accounted for within these bylaws, or under the provisions of the Nonprofit Corporation Law of 1972 Articles of MGC Incorporation, the MGC will be governed by parliamentary procedure as set forth in the latest edition of Roberts' Rules of Order.
18.1 Acceptance: the power to alter, repeal or to adopt new bylaws, insofar as is allowed by law, is subject to the approval of the board of directors and vested in the members by a vote of a majority of members, entitled to vote at any meeting of the club at which a quorum is present; provided written notice of the proposal to accept, alter, repeal or adopt new bylaws shall have been given to all members of the club at least two weeks prior to the meeting.
18.2 Amendments: the acceptance or adoption of amendments to these bylaws requires approval of the bylaw committee, the board of directors and a vote of a majority of members entitled to vote at any meeting of the club, at which a quorum is present. Written notice of the proposed amendment shall be given to all members of the club at least two weeks prior to the meeting.
18.2.1 The above specified bylaws were accepted as modified by the MGC members following guidelines set down in the MGC bylaws of 1972 Article 9.01.
18.2.2 The above bylaws were accepted by the voting members of the Mens Garden Club of Pittsburgh on the 11 Month, 2nd Day , Year 2009
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