SIERRA VISTA AREA GARDENERS CLUB BY–LAWS                                                                    (Original draft March 1991, Amended May 1998, Amended February 2001, Amended January 2002, Amended July 2004, Revised February 2008, Revised January 2017,  Revised March 2019

Article I: Name

The name of this not-for-profit club is the Sierra Vista Area Gardeners Club, herein referred to as SVAGC.

Article II: Purpose

The Organization:

a.      Is established within the meaning of IRS Publication 557, Section 501(c)(7), Organization of the Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding section of any future federal tax code and shall be operated exclusively to promote and encourage the art and science of gardening.

b.     Will provide learning experiences about effectively growing plants and creating landscaping in our Sierra Vista Area eco-systems.

c.      Will aid in the protection of native trees, shrubs and wildflowers.

d.     Will cooperate with other area agencies and organizations interested in these goals.

Article III: Membership

Section 1: Qualifications

Qualifications for membership are an active interest in gardening and a willingness to share in the work of the club.

Section 2: Definition

One membership shall consist of being current in dues.

Section 3: Voting

 Each membership is entitled to one vote.

a.      Votes shall be accepted from members present at the place and time of the voting only. Late or absentee votes shall not be allowed.

b.     Tie votes shall be decided by a coin toss, and the coin shall come to rest without human intervention.

c.      In the event of an issue requiring member approval arising between meetings, the members shall be polled by e-mail.

Article IV: Dues

Section 1: Setting Dues

Annual dues will be determined by a vote of the membership at the May meeting.

Section 2: Membership Term

Membership year is from July 1 through June 30.

Section 3: New Member Dues

New Member dues paid after July 31st will have their dues prorated by month for the remaining months in the year.

Article V: Officers and Duties

The elected officers of  SVAGC shall be President, Vice President, Secretary, and Treasurer. An Assistant Treasurer shall be elected when needed. Officers shall be elected to a two year term of office with the President, Secretary, and Treasurer elected in even numbered years and the Vice President and Assistant Treasurer elected in odd numbered years.

Section 1: President

The President shall:

a.      Preside at all meetings of the VAGC and the Executive Board.

b.     Ensure that By-Laws are followed.

c.      Appoint committee chairpersons as needed for club programs, objectives, and sponsored activities.

d.     Appoint, with approval of the Executive Board, replacements for officers who are unable to complete their term of office

e.      Provide general oversight and coordination of all activities of the club.

f.      Pick up mail and distribute it to the Board unless this task is otherwise assigned to a board member.

g.     Serve no more than two contiguous terms of two (2) years each.

Section 2: Vice President

The Vice President shall:

a.      Assume the role of the President if the President is unable to complete the term of office. .

b.      Be a member of the Executive Board

c.       Arrange an Installation Ceremony for those assuming new terms of office.

Section 3: Secretary

The Secretary shall:

a.      Keep accurate minutes of SVAGC meetings, making sure all motions and votes are properly recorded.

b.     Keep accurate minutes of SVAGC Executive Board meetings and maintain current records until submitted to the Historian

c.      Be a member of the Executive Board

d.     Provide a copy of minutes to the Newsletter Editor prior to the deadline for the next Newsletter.

e.      Handle any official club correspondence.

f.      Report briefly on any business and correspondence at each membership meeting.

g.     Maintain a current dated copy (m/d/y) of Approved By-Laws and procedures

Section 4: Treasurer

The Treasurer shall:

a.      Assume primary responsibility for the SVAGC financial records, accounts, and budget

b.     Make a verbal report available at the next monthly meeting when requested by Executive Board members. The reports will contain income, expenses, and current checking account balance.

c.      Use standard bookkeeping practices to keep accurate records of all SVAGC income and expenses.

d.     Maintain bank accounts in the name of SVAGC using the Club’s federal I.D. number, with two signatures of members of the Executive Board required for each check, and reconcile the bank statements and books monthly.

e.      Prepare checks on the SVAGC account for all SVAGC purchases and reimbursements to members according to approved procedures.

f.      Be a member of the Executive Board.

g.     Ensure that all required federal and state tax reports are filed as required by law.

h.     Make all financial records available for review by the Executive Board at the end of each term of office, change in Treasurer, or at the request of the majority of the Board.

Section 5: Assistant Treasurer

The Assistant Treasurer shall:

a.      Be a member of the Executive Board.

b.     Make timely deposits of all SVAGC funds.

c.      Receive all SVAGC dues.

d.     Maintain a current roster of SVAGC members, providing a listing of new and renewing members to the Membership Committee and Newsletter Editor prior to the deadline each month

Article VI: Executive Board

Section 1: Membership

a.      The Executive Board shall be composed of the elected officers: President, Vice President, Secretary, Treasurer, and Assistant Treasurer.

b.     If a member of the Executive Board is absent from a general membership meeting, another member of the Board shall assume his or her duties during that meeting.

Section 2: Responsibilities

The Executive Board shall:

a.      Assist the President in identifying potential leadership appointments.

b.     Approve any appointments to unexpired officer terms.

c.      Under the leadership of the Treasurer, be responsible for managing the budget, requesting revisions when needed.

d.     Prepare and present for approval at the Annual Meeting, a budget for the following year.

e.      Be empowered to transact any ordinary and necessary business of the club.

f.      In the event of no scheduled meeting, take action by consent in writing which may be executed in multiple counterparts or copies, each of which shall be deemed an original for all purposes. In addition, facsimile signatures and electronic signatures or other electronic “consent click” acknowledgments shall be effective as original signatures.

Article VII: Elections

Section 1: Nominations

a.      The President will appoint one Nominating Committee of at least three (3) current members to solicit candidates for each open position by the March meeting.

b.     The Nominating Committee shall begin their work following the March meeting to solicit candidates. They will use discernment in finding the best qualified candidate(s) willing to serve for each open position. The Committee will form a ballot with at least a single candidate for each open position.

c.      The Nominating Committee will make its report to the membership at the April meeting. The floor will be opened for additional nominees only if the nominated member consents to being placed on the ballot.

d.     The resulting list of nominees shall be published in the May edition of the Newsletter and again presented to the membership at the May meeting. The floor will again be open for nominations following the same procedure in item “c” above.

e.      The President will declare nominations closed and after voting takes place, the Secretary will record the results in the minutes.

Section 2: Voting

a.      Voting shall take place during the May meeting, immediately following the close of nominations.

b.     Each membership has one vote.

c.      If there is only a single nominee for each office, the President may ask for a voice vote by position, or entertain a motion for a unanimous ballot to be cast for all nominees and recorded by the Secretary in the minutes.

d.     For offices with more than one nominee, a secret paper ballot shall be cast.

e.      The President shall appoint 3 tellers from the membership who are not current officers or on the ballot to tally the vote and report the results to the President.

f.      The President shall declare the election results and the Secretary will record the results in the minutes.

Section 3: Transition

The President shall, with the assistance of the Executive Board, arrange a joint meeting with the new officers for the purpose of orientation and transition. At the President’s discretion, this may be a part of the regular June Executive Board meeting.

Section 4: Installation

The current Vice President shall coordinate planning for a ceremony of Installation at the conclusion of the Annual Meeting.

Section 5: Term of Office

a.      Officers shall be elected to a two-year term of office, with the President and Secretary elected in even numbered years and the Vice President and Treasurer elected in odd numbered years.

b.     Officers shall serve until their replacement has been installed.

c.      The President shall be limited to no more than two consecutive terms.

Section 6: Recognition of Retiring Officers

The Membership Chairman shall be responsible for arranging for recognition of officers completing their terms.

Article VIII: Committees and Leadership Positions

Section 1: Standing Committees

There shall be Committees responsible to the membership through the Executive Board when required. The Committees are Nominating Committee, By-Laws Committee, and Membership Committee.

a.      The President shall appoint, with approval by the Executive Board, the members and chair of the Committees.

b.     Committees shall have at least three members.

1.     Nominating Committee:

The Nominating Committee shall be responsible for preparing the ballot according to the procedures outlined in these By-Laws.

2.     By-Laws Committee:

The By-Laws Committee shall be responsible for reviewing the By-Laws and monitoring the organization for compliance and shall be responsible for drafting all revisions to the By-Laws as might be proposed by the Executive Board or general membership.

3.     Membership Committee:

The Membership Committee shall be responsible for:

a.      Maintaining and publishing a current roster of membership

b.     Designing and leading a program of membership recruitment and retention.

c.      Ensuring that visitors are welcomed, introduced, and provided with information about the club.

d.     Planning for recognitions of retiring officers of the club.

Section 2: Other Committees

The President may, with concurrence of the Executive Board, appoint other committees or task forces as needed.

Section 3: Leadership Positions

The President shall appoint, with concurrence of the Executive Board, individuals to serve in various leadership positions. The leaders may gather other members to assist them as needed.

a. Standing Leadership Positions:

1.     Historian

2.     Newsletter Editor

3.     Publicity

4.     Refreshments

5.     Sunshine

6.     Door Prizes and Raffles

7.     Seed Collecting

b. Special Events and Project Leaders:                                                                                           Individuals appointed to organize a social event, fund-raiser, or service project.

Article IX: Meetings

Section 1: Regular Meetings

Regular meetings shall be held on the third Thursday of each month at 1:00 p.m. or at a time and place determined by the Executive Board and announced in the Newsletter.

Section 2: Annual Meeting

The June meeting shall be designated as the Annual Meeting at which time the Budget for the next year shall be voted on and Installation of newly elected officers shall be the last order of business.

Article X: Finances

Section 1: Budget

a.      A budget shall be developed by the Treasurer and approved by the Executive Board. It shall be published in the May Newsletter and presented to the membership for approval at the Annual Meeting.

b.     The budget shall hold in reserve a minimum of five hundred dollars ($500).

c.      Any proposed expenditure in excess of budget must be approved by the Executive Board. All expenditures in excess of $100 over budget shall be approved by the membership.

Section 2: Income

a.      The Assistant Treasurer shall use a numbered duplicate receipt for all income.

b.     All fundraising event proceeds shall be counted by the Assistant Treasurer and verified by another member.

Section 3: Deposits

All income received, whether in cash or check, shall be deposited in a timely manner to the SVAGC checking account.

Section 4: Disbursements

All disbursements shall be by check drawn on the SVAGC checking account and be supported by club voucher with attached bills or receipts.

Article XI: Amendments

a.      Either the Executive Board or the Membership may request a By-Laws revision. The request will be forwarded to the By-Laws committee for drafting.

b.     If the draft is approved by the Executive Board, it will be published in the next Newsletter and referred to the membership for ratification.

c.      Ratification requires approval by two-thirds (2/3) of the member units present and voting. Abstentions are counted as not voting. A quorum shall consist of twenty-five percent (25%) of current paid members.

d.     When rejecting a proposed amendment, membership may send it back to the By-Laws Committee for further work.

e.      Unless otherwise stated, changes will be effective upon ratification.

Article XII: Dissolution

In the event the club chooses to disband or diminishes in size to three or fewer members, the last remaining members shall act to distribute any remaining assets to a bona fide 501(c) tax-exempt organization, or subsequent equivalent organization, which has compatible purposes. Preference shall be given to local organizations.

Article XIII: Antidiscrimination Clause

It is the policy of the SVAGC, its officers, committee members, and persons served by this club, not to discriminate on the basis of age, sex, race, religion, creed, ancestry, marital status, gender, sexual orientation, physical disability, veteran status, or national origin.

Note: At the time of the February 2019 Revision, the Sections and items in Sections have been renumbered to facilitate referencing of specific clauses.