Noanett Garden Club
Noanett has been
A member of The Garden Club of America since 1923 
and
 The Garden Club Federation of Massachusetts since 1929.  
 

By-Laws 

of 

The Noanett Garden Club


Last Revised and Adopted January 8, 2001

NOANETT GARDEN CLUB

BYLAWS

 

 

ARTICLE I

Name

 

    The name of this organization shall be the Noanett Garden Club.

 

 

ARTICLE II

Purpose

     

    The Club is organized primarily for charitable and educational purposes including the making of distributions to organizations that qualify as exempt under Section 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue law. In furtherance of its charitable and educational purposes, the Club strives to provide knowledge and appreciation of gardens and horticulture, to aid in the protection of native trees, plants and birds, and to encourage conservation.

 

 

ARTICLE III

Officers

 

    The Officers of the Club shall consist of a President, First and Second Vice Presidents, a Recording Secretary, a Corresponding Secretary, and a Treasurer. All Officers must be Active members of the Club.

 

      President. The President shall preside at the meetings of the Club, shall cast the deciding vote in case of a tie, shall appoint the chairwomen (hereinafter referred to as chairs) of all committees and be a member ex officio of all committees, shall call for the reports of the committees, and shall perform such other executive functions as are not delegated to the other Officers of the Club.

 

      Vice President. The First Vice President is expected to succeed to the office of President. The First and Second Vice Presidents shall oversee fund raising and contributions and shall

carry out any other duties assigned to them by the President. In the absence of the President, a Vice President shall preside at all meetings and shall exercise all the powers of the President.

 

      Recording Secretary. The Recording Secretary shall keep a record of all the minutes, the attendance at meetings, and such other records as are necessary. In the absence of the President and Vice Presidents, the Recording Secretary shall preside and exercise all the powers of the President.

 

      Corresponding Secretary. The Corresponding Secretary shall attend to all the correspondence of the Club. In the absence of the President, Vice Presidents, and Recording Secretary, the Corresponding Secretary shall preside and exercise all the powers of the President.

 

   Treasurer. The Treasurer shall have charge of all funds of the Club, shall collect dues and shall send out and pay all bills. In the absence of the President, Vice Presidents, Recording Secretary, and Corresponding Secretary, the Treasurer shall preside and exercise all the powers of the President.

 

     

ARTICLE IV

Executive Committee

 

    The Executive Committee shall consist of the Officers of the Club.

 

   The Executive Committee may exercise all the powers of the Board during the intervals between Board meetings and then report its actions at the next Board meeting. A majority of the Committee shall constitute a quorum.

                

 

ARTICLE V

Board of Directors

  

   The Board of Directors, hereinafter called the Board, shall consist of the Officers of the Club and the chairs of the committees. A quorum of the Board shall be nine.

 

   The Board shall have control and management of the affairs and property of the Club, shall present the annual budget to the Club to be voted on, and shall elect all members.

 

   The Board shall decide on the time of regular meetings of the Club except as otherwise provided in the Bylaws.

 

   The Board shall have power to fill all vacancies occurring in its own body, with the exception of that of President. If the office of the President shall become vacant, the First Vice-President will become President.

 

   The Board shall have power to deal with all offenses and violations of rules, and shall decide all matters not covered by rules.

 



ARTICLE VI

Membership

 

   Club membership shall be limited to 100 Active members, 20 Senior members, 15 Sustaining members, 10 Provisional members, and an unlimited number of Non-Resident and Honorary members.

 

    Qualifications for membership shall be knowledge and appreciation of plants and flowers, active interest in or connection with a garden or some special branch of horticulture, willingness to serve as an officer or on committees and to share in the work of the Club.

 

      Active Members. All Active members shall be ready to serve on any committee and shall be responsible for the work of the Club. They shall be required to participate in the Club's

major fundraiser and attend at least four Club activities a year; two of these activities must be regular meetings of the membership. The Board may, at its discretion, excuse an Active member from these requirements for one year.

 

   Senior Members. The Board may, at its discretion, elect to Senior membership any member of twenty-five years' standing or over 70 years of age or older. Election to this category of membership shall be considered an honor on the basis of past contributions to the Club. Application should be made in writing. Senior members shall be relieved of active work and the rules of attendance, but shall be welcome to participate in all meetings and activities of the Club.

 

   Sustaining Members. The Board may, at its discretion, elect to Sustaining membership any member of fifteen years’ standing or 60 years of age or older. Application to this category of membership should be made in writing. Sustaining members shall be relieved of active work and the rules of attendance, but shall be welcome to participate in all meetings and activities of the Club.

 

   Non-Resident Members. Non-Resident members may be elected by the Board at its discretion upon written application. They shall be relieved of Club duties. This category applies to geographical transfers from the Noanett area (to 50 miles or more from the Dedham/Dover/ Westwood area).

 

  


  Provisional Members. All new members shall be Provisional members.


   A candidate for Provisional Membership must be proposed in writing by one member, seconded in writing by two members, ad the nomination sent to the Admissions Committee which will recommend the candidate to the board

 

   Provisional members shall be elected by the Board by written ballot only. Three negative votes shall defeat an election.


   After a candidate has been duly elected, the Corresponding Secretary shall send notice of the election and an invitation to join the Club, and shall notify the Treasurer.

 

    All newly elected members shall be required to fulfill a program within two years as outlined by the Provisional Chairman with the approval of the Board. Upon completion of the program, they may be elected to Active membership as space becomes available. In individual cases, the Provisional program may be curtailed or waived at the discretion of the Board.

 

   Honorary Members. Honorary members are elected by the Board.

ARTICLE VII

Nominations, Elections and Terms of Office

 

   There shall be a Nominating Committee, consisting of a Chair and no less than two other members whom the Chair appoints. The Nominating Committee shall select the officers. The slate of officers shall be sent to all members at least three weeks before the Annual Meeting.

 

The President, the Vice Presidents, Recording Secretary, Corresponding Secretary and Treasurer shall be elected for two years. No officer except the Recording Secretary and the Treasurer shall hold the same office for more than two consecutive years, except as decided by the Board.

 

    The officers shall be elected at the Annual Meeting by a two-thirds vote of those present.

 

   If the office of the President shall become vacant and the First Vice-President is unable to fill that office, a special meeting of the Club shall be called by the Board, with the call for the meeting to include a slate from the Nominating Committee.

 

 

 

ARTICLE VIII

Dues

 

   The fiscal year shall be from May 1 to April 30.

 

    The annual dues include membership in The Garden Club of America and The Garden Club Federation of Massachusetts. The amount of such dues for each category of membership shall be fixed from time to time by the Board. Changes to the dues will be communicated to the membership in advance of a regular meeting and will be subject to an affirmative vote of the majority of members at that meeting.

 

     The Treasurer shall notify all members at the beginning of the fiscal year (May 1) that dues are payable. If payment is not made within 30 days after such notice has been mailed, the Treasurer shall send a second notice. If payment is not made by July 1, a late penalty fee of $20.00 will be assessed. If payment is not made by August 1, the Treasurer shall refer the matter to the Board, and the membership shall be forfeited. Members thus dropped may be reinstated by unanimous vote of the Board and payment of all arrears.

 

Honorary Members shall be exempt from dues.

 

ARTICLE IX

Meetings

 

   At least seven meetings of the Club shall be held during the year. The Annual Meeting shall be held in May. A quorum of the Club shall be 25 members.

    The meetings of the Board shall be subject the call of the President.

 

 

ARTICLE X

Amendments

 

   The Bylaws may be amended at any regular meeting of the Club by a two-thirds vote of the members present, provided that the proposed amendment(s) has been approved by the Board and that notice of the proposed amendment(s) has been sent to each member at least two weeks before the meeting at which it is to be voted.

 

ARTICLE XI

Committees

 

In addition to the Executive Committee, the Standing Committees of the Club shall be the Admissions, Conservation, Horticulture, Program and Nominating.

 

   Other committees may be formed by the Board as the need arises, with the Chairs to be appointed by the President. The Chairs of all committees shall be appointed to serve two years, except as otherwise provided by the Board. Members of each committee shall be selected by its Chair.

 

 

ARTICLE XII

Use of Funds

 

   No part of the net earnings of this Club shall inure to the benefit of its members or other private persons, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distributions in furtherance of the purposes set forth in Article II of the Bylaws hereof.

 

ARTICLE XIII

Limitations

 

   No substantial part of the activities of the Club shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Club shall not participate in, or intervene in any political campaign on behalf of any candidate for public office.

 

 

Article XIV

Dissolution

 

   The Noanett Garden Club may be dissolved after due notice to the membership in the manner prescribed by the laws of the Commonwealth of Massachusetts governing charitable corporations. Upon the dissolution of the Club, after payment of all its liabilities, the assets shall be distributed equally to The Garden Club of America, or its successor, and to The Garden Club Federation of Massachusetts, or its successor, organizations exempt under Section 501 (c) (3) of the Internal Revenue Code of 1954. At the time of distribution, if either of the above-named beneficiaries or its successor at the time of distribution is not an organization exempt under Section 501(c)(3) of the internal revenue code of 1954, or is unwilling or unable to accept such assets,  then the assets shall be distributed to an organization exempt under Section 501 (c) (3) of the Internal Revenue Code of 1954.

 

Adopted 1/8/01