Tallahassee Garden Club Bylaws
ARTICLE I
Name
The name of the Corporation is: Tallahassee Garden Club, Inc., hereinafter referred to as TGC.
ARTICLE II
General Nature and Objectives
Section 1 – The general nature and objectives of this non-profit Corporation shall be:
To organize the membership into a non-profit association for the purpose of engaging in activities which are charitable, educational and scientific within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954.
Section 2 – Specifically, the purposes of the association are as follows:
a. To further the education of the members and the public in the fields of gardening, horticulture, botany, floral design, landscape design, environmental awareness through the conservation of natural resources, civic beautification and preservation, and nature studies;
b. To instill in our youth and our community the love of gardening and the respect for and protection of the environment;
c. To do and perform all other acts and things necessary to carry out the purposes of this Corporation as a Corporation not for profit in accordance with the law.
Section 3 – No substantial part of the activities of the TGC shall be for the carrying on of propaganda, or for otherwise attempting to influence legislation (except as may be permitted by the Internal Revenue code without jeopardizing qualification of the TGC as a Section 501(c)(3) corporation). The TGC shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.
Section 4 – The TGC does not discriminate on the basis of gender, age, religious affiliation or ethnicity.
ARTICLE III
Circles
Section 1 – Circles are units within the TGC.
Section 2 – The purpose of circles is to offer opportunities to members for additional study in the many phases of garden club work.
Section 3 – A circle is a unit which bases its monthly programs upon purposes of the TGC and gears the programs to meet the needs of circle members. Circles shall submit written reports of their activities for the preceding year and plans of their activities for the following year to the President’s Council by May 1st of each year.
Section 4 – Circles shall elect a Chairman, Vice or Co-Chairman, Secretary and Treasurer before or at the March meeting. Officers are elected on an annual or biennial cycle as adopted and/or stated in each Circle’s Standing Rules and Procedures. The Chairman shall conduct meetings and direct activities of the Circle, shall attend all meetings of the Executive Board or send a representative, shall be responsible for getting all yearbook material to the yearbook committee at the designated time and according to instructions and shall make annual written reports to the Recording Secretary of the Executive Board. The Vice/Co-Chairman shall assume the duties of the Chairman in the absence of the Chairman and any other duties assigned in the Circle Standing Rules. The Secretary shall keep the minutes of the meetings of the Circle, shall attend such correspondence as assigned to her and shall perform all duties incidental to the office. The Treasurer shall have the care and custody of all funds, shall sign checks and shall keep or cause to be kept a complete and accurate account of all receipts and disbursements. She/he shall prepare and present a Financial Report to the Circle members at each Circle meeting. She/he shall submit an annual financial report to the TGC Treasurer by June 15th of each year. Other officers may be elected or appointed by the Chairman as required by the Circle Standing Rules.
Section 5 – Standing Rules and Procedures shall be established by individual Circles.
Section 6 – The fiscal year shall be from June 1st through May 31st.
Section 7 – Dues shall be paid annually to the Circle Treasurer who shall remit Club dues to the Treasurer of the TGC by May 1st.
Section 8 – Circle dues shall be optional with individual Circles.
Section 9 – Each circle shall pay an annual $70 fee by December 31st to fund, in whole or in part, special projects of the TGC to include: youth programs, garden therapy, and membership in related organizations.
Section 10 – Funds raised by Circles shall be used to support the purposes of the Florida Federation of Garden Clubs, hereinafter referred to as FFGC, and the TGC, to provide charity, educational and scientific programs for and by the Circle members in the community and to maintain the Garden Center for use by TGC members and the citizens of the community.
Section 11 – A Circle may not disband, resign or change its name without notification to the Executive Board.
Section 12 – All Circle funds become the property of the TGC upon disbandment or resignation.
Section 13 – Each retiring Circle officer and Committee Chairman shall turn over to her/his successor all instructions, books and records as belong to her/his office within a reasonable period of time.
Section 14 – Newly formed Circles shall operate for not less than one year under the direction of the TGC and members shall not be required to pay state and district dues. New Circles shall be composed of not less than ten (10) active members. Upon satisfactory completion of not less than one year of probation, the Circle may be recommended by the First Vice-President to the Executive Board for full membership in the TGC. A majority vote of the Executive Board may approve such membership.
ARTICLE IV
Membership and Recognition
Section 1 – The membership of the TGC shall consist of active members, associate members, members-at-large, honorary members and affiliate members.
a. An active member is a member of one or more circles who has paid required dues and participates in club activities. She/he is a voting member.
b. An associate member is a circle member who has paid required dues and does not participate in her/his circle’s activities. She/he is a non-voting member.
c. A member-at-large is a FFGC member who is not an active or associate member of TGC. A member-at-large may live outside the Tallahassee area. She/he is a non-voting member.
d. An honorary member is recognized for faithful and outstanding service through the years to the TGC objectives. This recognition shall be granted by unanimous action of the Executive Board. An honorary member is not required to pay dues and is a non-voting member.
e. An affiliate member is any allied organization whose nature and general objectives coincides with and are consistent with those of the TGC as determined by a majority vote of the Executive Board.
(1) Application for affiliate membership shall be submitted in writing to the President of the TGC and shall be accompanied by the annual dues.
(2) Such membership entitles the affiliate to receive the newsletter and yearbook. Affiliate membership is a non-voting membership.
Section 2 – A state life member is an active, associate, member-at-large, or honorary member who has been granted a state life membership in FFGC.
Section 3 – A TGC member may be granted other recognition for her/his dedicated service as established by the FFGC or National Garden Club.
Article V
Officers
Section 1 – The elected officers of the TGC shall be a President, a First Vice-President, a Second Vice-President, a Third Vice-President, a Recording Secretary, a Corresponding Secretary, and a Treasurer.
Section 2 – The officers shall be elected biennially at the General Membership Meeting in March and shall assume active duty June 1st. The First Vice-President, with her/his consent, shall assume the title and duties of President-elect on January 1st of the election year.
Section 3 – The terms of office shall be for two years concurrent with the terms of office for the FFGC. No member shall be eligible for the same office for more than two consecutive terms.
ARTICLE VI
Board of Trustees
Membership
The Board of Trustees shall consist of nine members: President, First Vice-President, Recording Secretary and Treasurer of the TGC, and five Trustees-at-Large.
Meetings
Section 1 – The Board of Trustees may meet and transact business at any time or place, provided each member of the Board of Trustees has been notified.
Section 2 – The Chairman shall call all meetings of the Board of Trustees.
Section 3 – A majority of the Trustees shall constitute a quorum.
Duties of Board of Trustees
Section 1 – The Board of Trustees shall hold title to the property of the TGC and shall have jurisdiction over the physical assets of the TGC. Real property of the Club may not be sold, mortgaged, leased, nor in any way status changed, except by two-thirds (2/3) vote of the members of the TGC
Section 2 – The Board of Trustees may appoint Garden Center committee chairmen as appropriate.
Section 3 – One elected Trustee shall serve on the TGC Budget Committee, in addition to the Treasurer of the Board of Trustees.
Positions and Duties of Trustees
Section 1 – Trustees-at-Large shall be elected two in year one, two in year two, and one in year three, for a term of three years and may not serve longer than two consecutive terms. Each is elected as a Trustee-at-Large for a specific Board position. One Trustee serves as Chairman of the Board of Trustees, one serves as Treasurer of the Board of Trustees, one serves as Secretary of the Board of Trustees, one serves as Manager of the Grounds, and the fifth serves as Manager of the Building.
Section 2 – The Chairman shall preside at all meetings of the Board of Trustees, shall serve notices of meetings, sign and execute all contracts in the name of the Board of Trustees, subject to the approval of the Board of Trustees, and shall supervise the business of the Board of Trustees.
Section 3 – The Secretary shall keep the minutes of the meetings of the Board of Trustees, shall attend to such correspondence as assigned to her/him and shall perform all duties incidental to the office.
Section 4 – The Treasurer shall have the care and custody of all funds and securities of the Board of Trustees, shall sign checks for payment of money which have been approved by the chairman of the Board of Trustees, shall keep or cause to be kept a complete and accurate account of all receipts and disbursements, resources and liabilities of the Board of Trustees and present them when requested. She/he shall prepare and present a Financial Report to the members at each TGC Executive Board meeting and General Membership Meeting. The Treasurer shall assume the duties of the Chairman in the absence of the Chairman and upon the death or resignation of the Chairman and shall become the Chairman until the next election.
Section 5 – The Manager of the Grounds shall oversee the care and custody of the TGC grounds, including contracting for yard maintenance, parking lot maintenance, and arboreal services as needed.
Section 6 – The Manager of the Garden Center Building shall oversee the care and custody of the TGC building including contracting for janitorial services, general repairs and maintenance, management services, and property insurance as needed.
Finances
Section 1 – All money paid to the TGC for the purpose of the Board of Trustees shall be transferred to the Board of Trustees.
Section 2 – The Board of Trustees shall designate the bank where funds are to be deposited.
Section 3 – The Chairman, the Treasurer of the Board of Trustees, and the Treasurer of the TGC shall prepare a proposed budget to be presented and approved at a Board of Trustees meeting prior to the beginning of the new fiscal year.
ARTICLE VII
Duties of Officers
Section 1 – The President shall preside at all meetings of the Club and the Executive Board and shall be an ex-officio member of all committees except the Nominating Committee. She/he shall call special meetings, fill vacancies occurring in office with approval of the Executive Board, and appoint chairmen of all general committees except as herein provided. She/he shall represent the Club at the Annual Convention of the FFGC and at District meetings. The President shall recommend one of the members of the TGC to the Tallahassee City Commission for membership on the Tallahassee City Park Board in accordance with the Tallahassee City Commission Policy. The President shall have the authority to authorize such persons as she/he deems necessary to establish and maintain bank accounts with the approval of the President’s Council as permitted by the Internal Revenue Service without jeopardizing qualification of the TGC as a 501(c)(3) corporation.
Section 2 – The First Vice-President shall assume the duties of the President in the absence of the President and upon death or resignation of the President and shall become the President until the next election. She/he shall act as assistant to the President and represent her/him upon request. She/he shall keep an accurate and up-to-date roll of membership of the TGC and shall serve as Chairman of the Membership Committee. She/he shall assume the responsibility of the organization of new Circles and the stimulation of interest in Circles already organized. She/he shall represent the TGC at the Annual Convention of the FFGC and at District meetings. It shall be the duty of the First Vice-President to order a Past President’s Pin and gift, paid for with TGC funds budgeted therefore, to be given to the President at the end of her/his term of office. The pin and gift shall be presented to the President at the May meeting at the expiration of the President’s term of office, and the President’s Pin shall be given to the incoming President.
Section 3 – The Second Vice-President shall assume the duties of the President in the absence of the President and First Vice-President. She/he shall also serve as Chairman of the Yearbook Committee.
Section 4 – The Third Vice-President shall be Chairman of the Program Committee. She/he shall plan and arrange speakers, locations, hospitality, etc. for the Executive Board and two General Membership Meetings each year.
Section 5 – The Recording Secretary shall keep the minutes of all meetings of the TGC and Executive Board. She/he shall be charged with the safekeeping of all records and reports of the TGC.
Section 6 – The Corresponding Secretary shall have charge of all correspondence of the TGC, and maintain a record thereof. She/he shall send out notices of all Board meetings. She/he shall send the names of delegates and alternates to the State Convention Registration Chairman ten days prior to the annual convention.
Section 7 – The Treasurer shall have charge of all monies belonging to the TGC, with the exception of the receipts for the rental of the Garden Center and expenditures made in order to maintain the property of the TGC, such monies being the responsibility of the Treasurer of the Board of Trustees. The Treasurer shall pay by check, bills which are authorized by the yearly budget approved by the Executive Board. Bills must be approved by the persons incurring them and the President. The Treasurer shall remit to the Treasurer of the Board of Trustees all monies designated for the maintenance of the Garden Center. The Treasurer shall annually provide the books and records to a Certified Public Accountant who shall assist in the preparation of financial statements and appropriate tax returns. At the end of his or her term of office, the Treasurer shall transfer all monies, books and records to the new Treasurer thirty days after the close of the fiscal year. The Treasurer shall serve as Chairman of the Budget Committee.
Section 8 – Each Club Officer and Committee Chairman shall file an annual report with the Recording Secretary at the Executive Board meeting in May. Each retiring Officer and Circle Chairman and Committee Chairman shall turn over to her/his successor all instructions, books and records as belong to her/his office within a reasonable length of time.
ARTICLE VIII
Executive Board
Section 1 – The Executive Board shall consist of the Officers of the TGC, the Board of Trustees, Circle Chairmen, TGC Committee Chairmen, and Past Presidents.
Section 2 – The Executive Board shall be empowered to transact all business of the TGC as provided by the Bylaws.
Section 3 – Regular meetings of the Executive Board shall be held on the second Wednesday in September, October, and January and the fourth Wednesday in May except when any such meeting conflicts with a meeting of the FFGC, or unless otherwise approved by the Executive Board. The May meeting shall be a meeting at which time the reports of Club Officers, Circle Chairmen and Committee Chairman shall be received and the officers for the incoming year installed. Other meetings may be held on call of the President, all members being notified of the meeting.
Section 4 – A quorum of the Executive Board shall be one-third of its membership.
ARTICLE IX
President’s Council
Section 1 – The President’s Council shall be composed of the elected officers and shall serve in an advisory capacity to the President.
Section 2 – The Council shall meet at the call of the President and prior to each General Membership and Executive Board meeting.
Section 3 - The immediate past president shall serve as Counselor to the President’s Council.
ARTICLE X
Meetings
Section 1 – There shall be semi-annual General Membership Meetings for the transaction of any TGC business on the first Wednesday in November and March, except when any such meeting conflicts with a meeting of the FFGC, or unless otherwise approved by the Executive Board. At the March meeting, officers will be elected.
Section 2 – A quorum shall consist of not less than thirty (30) active members.
Section 3 – Roberts Rules of Order, Newly Revised, shall govern all TGC meetings.
Article XI
Elections
Section 1 – The right to vote and hold office shall be limited to active members.
Section 2 – A nominating committee of five members, appointed by the President, shall prepare a list of candidates to be voted on at the time designated for election of officers and after nominations from the floor, if any, election shall proceed. Any nomination from the floor shall be in order only if it has previously been ascertained that the person so nominated is qualified and has consented to serve if elected.
Section 3 – Officers shall be elected at the March General Membership Meeting by a majority of those present and voting.
ARTICLE XII
Representation
The President and First Vice-President, or their alternates appointed by the President, shall represent the TGC at the annual convention of the FFGC, provided that in an election year the President and President-Elect shall represent the TGC at said annual convention. In the event that the President and/or President-Elect are unable to attend the annual Convention, the President shall appoint alternate(s). Other such delegates, as permitted by the state bylaws, may be appointed by the President. Representation at district meetings shall be on the same basis as the annual convention.
ARTICLE XIII
Committees
Section 1 – Such committees, as are necessary to carry on the work of the TGC, shall be established by the President or the Executive Board. As far as practicable, these committees shall conform to the FFGC.
Section 2 – The TGC may operate a Garden Shop which shall be under the direction of the President’s Council with policies set by the Council. All profits shall be designated for the Board of Trustees.
ARTICLE XIV
Annual Dues
Section 1 – Annual Club, District, and State dues are as follows:
- Active and associate members, not FFGC Life Members, individuals dues $40
- Active and associate members, not FFGC Life Members, family dues $65
- Active and associate members, FFGC Life Members, individual dues $28
- Active and associate members, one a FFGC Life Member, family dues $53
- Active and associate members, both a FFGC Life Member, family dues $51
- Affiliate membership shall be $100 annually
Section 2 – Dues shall be distributed as follows:
- the $40 dues shall be distributed $12 to FFGC, $1 to District III, $12 to the TGC and the remaining $15 to the Garden Center Maintenance Fund
- the $28 dues shall be distributed $1 to District III, $12 to the TGC and the remaining $15 to the Garden Center Maintenance Fund
- the $65 dues shall be distributed $14 to FFGC, $2 to District III, $19 to TGC, and $30 to the Garden Center Maintenance Fund
- the $53 dues shall be distributed $2 to FFGC, $2 to District III, $19 to TGC, and $30 to the Garden Center Maintenance Fund
- the $51 dues shall be distributed $2 to District III, $19 to TGC, and $30 to the Garden Center Maintenance Fund
- the $100 dues shall be distributed $35 to FFGC and $65 to TGC
Section 3 – Dues shall be paid annually to the Circle Treasurer of the member and those dues remitted to the TGC Treasurer by May 1st.
Section 4 – Circle dues shall be optional with each circle.
Section 5 – A member of a Circle on probation does not pay state and district dues.
Section 6 – In the event that the $15 designated for the Garden Center Maintenance Fund would cause a financial hardship on a member of the TGC who has 10 or more membership years and who is at least 70 years of age, such member may be exempted from paying the $15.
Article XV
Finances
Section 1 – The fiscal year shall be from June 1 through May 31.
Section 2 – Bills presented for payment to the Treasurer must have approval of the President and member authorizing same. Garden Shop funds may be disbursed by the Garden Shop Chairmen with the approval of the President.
Section 3 – The Garden Shop Chairman or other such persons as the President deems necessary pursuant to Article VII, Section 1, shall be responsible for monies collected or disbursed by the Garden Shop. Profits from the Garden Shop shall be transferred to the TGC Treasurer and will be transmitted to the Board of Trustees Treasurer in compliance with Article XIII, Section 2.
Section 4 – A yearly budget shall be prepared by the Budget Committee and presented to the Executive Board for approval at its May meeting. The Budget Committee shall be the Treasurer as chairman, the President, First Vice-President, Board of Trustees Treasurer and one other elected Trustee. The budget may be amended by the Executive Board or at a General Membership Meeting by a majority of those voting.
Section 5 – All funds received for the rental of the Garden Center shall go directly to the Treasurer of the Board of Trustees. All other funds shall go to the TGC Treasurer for appropriate distribution to the Treasurer of the Board of Trustees.
Section 6 – Dues shall be paid annually to the Circle Treasurer and the Club dues remitted to the Treasurer of the TGC by May 1st.
Article XVI
Amendments
The Bylaws may be amended at any General Membership Meeting by two-thirds vote of those present and voting, provided that the proposed amendment has been presented in writing to each Circle Chairman and read at Circle meetings before action is taken at the General Membership Meeting.
Article XVII
Vacancy and Resignation
Section 1 – An Officer’s or Trustee-at-Large’s position shall be declared vacant if the Officer or Trustee-at-Large is unable to perform the duties as provided in Articles VII and VI respectively. If a vacancy occurs in the Office of the President, the First Vice-President shall succeed to the Office.
Section 2 – A letter of resignation must be submitted in writing to the President as soon as the Officer or the Trustee-at-Large becomes aware that she/he must resign.
Section 3 – In the event of a resignation or vacancy, all records of the office shall be turned over to the President. For all vacancies, other than the President, under Sections 1 or 2, the President, with the approval of the Executive Board, shall appoint a member to complete the unexpired term.
Article XVIII
Removal from Office
Section 1 – Removal proceedings may be brought against any Officer or Trustee-at-Large for failure to perform the duties as provided in Articles VII and VI respectively.
Section 2 – An Article of Removal must be sponsored by at least (10) ten members of the TGC.
Section 3 – If an Article of Removal is received by the President, all Executive Board Members shall be officially notified that the matter will be on the agenda of the next regular or special Executive Board meeting. In the event that the Article of Removal is brought against the President, then the First Vice-President shall serve as presiding officer until the matter is resolved.
Section 4 – An Article of Removal may only be considered upon a majority vote of the Executive Board at the scheduled meeting. The Officer or Trustee-at-Large subject to removal may speak to the question and the question may not be called by the Chair until the Officer or Trustee-at-Large subject to removal has finished or 30 minutes has transpired, whichever comes first.
Section 5 – If the Article of Removal is to be considered, the President shall declare a hearing to be on the agenda of the next regular or special scheduled meeting of the Executive Board.
Section 6 – At such hearing, spokespersons from the original signers of the Article of Removal may speak, the Officer or Trustee-at-Large subject to removal may speak and witnesses may be called.
Section 7 – An affirmative vote consisting of not less than (2/3) two-thirds of those voting shall be necessary for the removal to be valid.
Section 8 – Upon removal of an Officer or Trustee-at-large, the President, with the approval of the Executive Board, shall appoint a member to complete the unexpired term.
Article XIX
Dissolution
Upon dissolution of the TGC, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction in Leon County, Florida, exclusively for such purposes or to such organization or organizations, as said Court shall determine which are organized and operated exclusively for such purposes.
