The Garden Club of Wilmington Community Projects, Inc.
Amended and Restated By-Laws as of December 2021
ARTICLE I
Members
Section 1.1 Membership. The Membership of Garden Club of Wilmington Community Projects, Inc. (the "Corporation"), shall consist of six classes: Active Members, Associate Members, Affiliate Members, Sustaining members, Honorary Members and Advisory Board Members (collectively, the "Members"). It shall be a condition of membership that all Members, other than Honorary Members and Advisory Board Members, pay the Initiation Fees and Dues referred to in Section 1.13 of this Article I. In addition, it shall be a condition of membership for Active Members to be nominated and thereafter approved by the Membership Committee as set forth in Section 5.15 of Article V. The conditions of membership for all classes of Members shall be as further described in this Article I.
Section 1.2
Number. The total number of Members shall be fixed by recommendation of the Board of Directors, as the Board of Directors may from time to time determine by resolution, and by the affirmative vote of three-fifths of the Voting Members at a meeting of the Members at which a quorum, in accordance with Section 2.4, is present. The number of Active, Associate and Affiliate members is fixed at ninety-five (95).
Section 1.3
Distribution of Membership Classes. Upon the recommendation of the Membership Committee, the Board of Directors may determine by resolution the allocation of the ninety-five (95) members among the three classes: Active, Associate and Affiliate.
Section 1.4 Active Members. Active Members shall be elected in accordance with Sections 1.10 and 5.15 (b) of these Bylaws. Active Members (i) may hold any office or serve as directors of the Corporation; (ii) may vote at any meeting of the Members; (iii) may propose individuals for Membership, (iv) may support or second Members; and (v) may represent the Corporation as delegates. Active Members are required to pay dues, which include his or her membership in The Garden Club of America and the Federated Garden Clubs of Delaware. Active members are required to attend club meetings pursuant to Section 1.13. Active Members are expected to participate in the business and affairs of the Corporation and to serve as a meeting hostess as scheduled.
Section 1.5 Associate Members. After fifteen years of service to the Corporation, with the approval of the Executive Committee or Board of Directors, an Active Member may be transferred to Associate Membership. At any time, upon his or her request and the approval of the Board of Directors, a Past President of the Corporation may be transferred from Active to Associate Membership. (i) Associate Members shall enjoy all privileges of Active Members except Associate Members shall not be entitled to hold any office or serve as directors of the Corporation unless designated by the President. (ii) An Associate Member may, however, serve as a member of the Membership Committee or the Nominating Committee. (iii) Associate Members may vote at any meeting of the Corporation; (iv) may propose and second new members. (v) Associate Members are required to pay dues, which include his or her membership in The Garden Club of America and the Federated Garden Clubs of Delaware; (vi) Associate Members are not required to attend meetings but are encouraged to participate in the Corporation's activities. (vii) An Associate Member may petition to return to Active Membership, but must be admitted to membership pursuant to Sections 1.10 and 5.15 (b) of these Bylaws.
Section 1.6 Affiliate Members. To be eligible to be an Affiliate Member, the person must have completed ten years of satisfactory service to and be in good standing in one or more of The Garden Club of America clubs but has moved and is no longer able to be a frequent participant in the activities of his or her club. If such person applies to the Corporation for membership, he or she may become an Affiliate Member, provided that (i) the Corporation receives a written recommendation from the Board of Directors of his or her former Garden Club of America club and (ii) the person is approved by the affirmative vote of a majority of the members of the Executive Committee or the Board of Directors of the Corporation. Affiliate Members (iii) may not hold any office or serve as directors of the Corporation; (iv) are welcome to attend but may not vote at any meeting of the Corporation; (v) may not propose individuals for Membership, but may support or second Members; and (vi) may not represent the Corporation as delegates. (vii) Affiliate Members are required to pay dues, which include his or her membership in the Garden Club of America and the Federated Garden Clubs of Delaware. For an Affiliate Member to become an Active Member, such Affiliate Member must be admitted to Membership pursuant to Sections 1.10 and 5.15 (b) of these Bylaws.
Section 1.7
Sustaining Members. Sustaining Members are persons who are no longer able to participate in the activities of the Corporation but wish to maintain a relationship with the Corporation and who wish to retain their membership in the Garden Club of America. After fifteen years of service, with the approval of the Board of Directors or the Executive Committee, an Active Member may be transferred to Sustaining Membership. An Associate Member or an Affiliate Member, upon request to the Membership Committee, may also be transferred to Sustaining Membership. Sustaining Members (i) may not hold any office or serve as Directors of the Corporation; (ii) may not vote at any meeting of the Corporation, but are welcome to attend meetings on infrequent occasions; (iii) may not propose individuals for Membership but may support or second; and (iv) may not represent the Corporation as delegates. (v) Sustaining Members are required to pay dues, which include his or her membership in the Garden Club of America and the Federated Garden Clubs of Delaware. For a Sustaining Member to become an Active Member, such Sustaining Member must be admitted to membership pursuant to Sections 1.10 and 5.15(b) of these Bylaws.
Section 1.8
Honorary Members. Honorary Members are persons of distinction who have rendered outstanding service to the Corporation over a period of years. An Honorary Member may be nominated by any member of the Executive Committee and shall be elected by a majority vote of the Executive Committee. Honorary Members (1) may not hold any office in either The Garden Club of America or the Corporation; (ii) shall receive notices of meetings and shall be entitled to vote at meetings of the Corporation; (iii) may not propose individuals for Membership but may support or second; (iv) Honorary Members shall receive the Bulletin and have the Garden Club of America privileges, but such Honorary Members shall not be required to pay dues nor actively participate in the business and affairs of the Corporation.
Section 1.9 Advisory Board. The Advisory Board consists of members of the community who have made outstanding contributions to horticulture and/or conservation. A person may be invited to become a member of the Advisory Board if (i) nominated by a member of the Executive Committee, (ii) approved by the vote of a majority of the members of the Executive Committee, and (iii) approved by a majority of the Active Members, Associate Members and Honorary Members (collectively, the "Voting Members") voting together. Members of the Advisory Board will receive notices of meetings of Members, but may not vote at such meetings nor hold any office in either The Garden Club of America or the Corporation.
Section 1.10 Election and Term of Office. Active Members shall be elected at the April meeting of the Executive Committee, except as provided in Section 1.11. Each Member (whether elected at the April meeting of the Executive Committee or to fill a vacancy in accordance with Section 1.11 of these Bylaws or otherwise) shall continue in office until his or her successor shall have been duly elected and qualified or until his or her earlier death, resignation or removal.
Section 1.11 Vacancies and Additional Memberships. If any vacancy shall occur among the Active Members by reason of death, resignation or removal, or as a result of an increase in the number of the Active Members, the Membership Committee, a majority of the Board of Directors, or the sole remaining Active Member, may fill any such vacancy in the manner provided for in these Bylaws. If, on account of the death or resignation of an Active Member, there would be no Active Member remaining in office, an Active Member may be appointed by such person or persons designated by the Member whose death or resignation would result in there being no Members (the "Final Member"), in his or her last writing making reference to these Bylaws and designating such person or persons; in the absence of such a designation, there shall be appointed as a Member such person or persons designated by any other Member who has died or resigned in the six months preceding the death or resignation of the Final Member, in the last writing making reference to these Bylaws and designating such person or persons, or, in the absence of either such designation, there shall be installed as an Active Member such person or persons designated by the Board of Directors.
Section 1.12 Resignation of Members. Any Member may resign at any time by giving notice of such resignation to the Recording Secretary in writing or by electronic transmission. Unless otherwise specified in such notice, such resignation shall take effect upon receipt thereof by the Recording Secretary, and the acceptance of such resignation shall not be necessary to be effective. Any Active Member may be removed with or without cause by the affirmative vote of the majority of the Voting Members.
Section 1.13 Initiation Fee, Dues and Attendance Requirement. The amounts of the Initiation Fees and Dues shall be fixed from time to time by resolution adopted by the affirmative vote of a majority of the Executive Committee and by the affirmative vote of three-fifths of the Voting Members at a meeting of the Members at which a quorum is present. Active, Associate, Affiliate and Sustaining Members will be charged dues; Honorary Members and Members of the Advisory Board will not be charged dues. Active Members are required to attend seven (7) meetings during the year unless acceptable reasons for absence are sent to the Recording Secretary. Associate, Affiliate, Sustaining and Honorary Members and members of the Advisory Board are not subject to the attendance requirement.
Section 1.14 Rules. The Voting Members may adopt and amend rules for the Corporation (the "Rules") at any regular meeting of the Members by the affirmative vote of two- fifths of the Voting Members, with the exception of any amendment to the schedule of Initiation Fees and Dues which must be approved by three-fifths of the Voting Members as set forth in Section 1.13.
ARTICLE II
Meetings of Members
Section 2.1 Annual Meetings. The Annual Meeting of the Members for the election of Directors and for the transaction of such other business as properly may come before such meeting shall be held each year on the first Monday of June, or on such other date, and at such time and place, within or without the State of Delaware, as may be designated by the Board of Directors or the Executive Committee.
Section 2.2 Special Meetings. Special Meetings of the Members for any purpose or purposes may be called at any time by the President, to be held on such date, and at such time and place, within or without the State of Delaware, as directed by the President. Any notice of any Special Meeting must specify the business to be transacted at such special meeting, and no business may be transacted at the Special Meeting except for that business for which the Special Meeting was called and which was duly noticed to the Members.
Section 2.3 Notice of Meeting. Whenever Members are required or permitted to take any action at a meeting, a notice of the meeting shall be given, in writing or by electronic transmission (if such Member has consented to receiving notice by electronic transmission), that shall state the place, date and hour of the meeting and, in the case of a Special Meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to all Members regardless of whether such Member is entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the Member at his or her address as it appears on the records of the Corporation.
Section 2.4 Quorum. The presence at any meeting, in person or by proxy, of two- fifths of the Voting Members and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, the Certificate of Incorporation or these Bylaws.
Section 2.5 Adjournments. In the absence of a quorum, the Voting Members present shall have the power to adjourn the meeting from time to time without notice, other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each Member regardless of whether such Member is entitled to vote at such meeting.
Voting
Section 2.6 Except as otherwise provided by law or the Certificate of Incorporation, each Voting Member shall be entitled to one vote. Directors shall be elected by a plurality of the votes cast by the Voting Members at the annual meeting of Members at which a quorum is present, and, except as otherwise provided by law, all questions shall be determined by a majority of the votes cast on such question. Voting at meetings of Members need not be by written ballot.
Section 2.7 Proxies. Any Voting Member entitled to vote at a meeting of Members may vote by proxy, provided that the instrument authorizing such proxy to act shall have been executed in writing (which shall include facsimile or electronic transmissions) by the Voting Member or by his or her duly authorized attorney-in-fact, and shall bear a date not more than three months prior to such meeting, unless such proxy shall upon its face provide a longer period for it to remain in force. A Voting Member may revoke any proxy which is not irrevocable by attending the meeting of Members and voting in person, or by delivering to the Recording Secretary a revocation of the proxy or a new proxy bearing a later date.
Section 2.8 Minutes. The Recording Secretary shall take minutes of the proceedings at each meeting of the Members and make an annual report on attendance of the Members.
ARTICLE III
Board of Directors
Section 3.1 Powers. The business and affairs of the Corporation shall be managed by the Board of Directors, except as are conferred upon or reserved to the Members by law, by the Certificate of Incorporation or by these Bylaws.
Section 3.2 Number and Qualifications. The number and qualifications of Directors shall be fixed from time to time by resolution of the Board of Directors or the Executive Committee; provided that, the Board of Directors shall consist of at least the officers identified in Section 5.2 of Article V herein and the Chairpersons of the Community Projects Committee, Conservation Committee, Flower Show Committee and Horticulture Committee.
Section 3.3 Election and Term of Office. Directors shall be elected at the Annual Meeting of the Members, except as provided in Section 3.4. Each Director (whether elected at the Annual Meeting or to fill a vacancy or otherwise) shall hold office until the next Annual Meeting of Members and until a successor is duly elected and qualified or until his or her earlier death, resignation or removal.
Section 3.4 Vacancies and Additional Directors. If any vacancy shall occur among the Directors by reason of death, resignation or removal, or as the result of an increase in the number of Directors, a majority of the members of the Board of Directors then in office may fill any such vacancy. A successor or successors may be elected by a plurality of the votes cast by the Voting Members.
Section 3.5 Meetings. The Board of Directors shall hold at least one regular meeting annually and others as may be called by the President. Notice of regular meetings of the Board of Directors shall not be required to be given, provided that whenever the time or place of regular meetings shall be fixed or changed, notice of such action shall be given in writing or by electronic transmission promptly to each Director who shall not have been present at the meeting at which such action was taken. Special Meetings of the Board of Directors may be called by or at the direction of the President or any two Directors, except that when the Board of Directors consists of one Director, then one Director may call a Special Meeting. Except as otherwise required by law, notice of each Special Meeting shall be mailed to each Director, addressed to him or her at his or her residence or usual place of business, at least seven (7) days before the day on which the meeting is to be held, or shall be sent to him or her by facsimile or electronic transmission, delivered by telephone, or delivered to him or her personally, not later than the second day before the day on which the meeting is to be held. Such notice shall state the time and place of such meeting, but need not state the purposes thereof, unless otherwise required by law, the Certificate of Incorporation or these Bylaws. Notice of any meeting need not be given to any Director who attends such meeting in person except when the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting because the meeting is not lawfully called or convened, or who shall have waived notice thereof, before or after such meeting, in a writing signed by the person or persons entitled to notice. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in such meeting shall constitute presence in person at such meeting.
Section 3.6 Quorum and Manner of Acting. At each meeting of the Board of Directors the presence of a majority of the total number of members of the Board of Directors as constituted from time to time shall be necessary and sufficient to constitute a quorum for the transaction of business, except that when the Board of Directors consists of one Director, one Director shall constitute a quorum. In the absence of a quorum, a majority of those present at the time and place of any meeting may adjourn the meeting from time to time until a quorum shall be present and the meeting may be held as adjourned without further notice or waiver. A majority of those present at any meeting at which a quorum is present may decide any question brought before such meeting, except as otherwise provided by law, the Certificate of Incorporation or these Bylaws.
Section 3.7 Resignation of Directors. Any Director may resign at any time by giving notice of such resignation to any member of the Executive Committee in writing or by electronic transmission. Unless otherwise specified in such notice, such resignation shall take effect upon receipt thereof by any member of the Executive Committee and the acceptance of such resignation shall not be necessary to be effective.
Section 3.8 Removal of Directors. At any duly called meeting of the Members at which a quorum is present, any Director or Directors may be removed from office, either with or without cause, by the affirmative vote of a majority of the Voting Members.
Section 3.9 Compensation. The Directors, as such, shall not receive any compensation for their services, but shall be entitled to reimbursement of expenses associated with their office.
ARTICLE IV
Committees of the Board
Section 4.1
Designation, Power, Alternate Members and Term of Office. In addition to the Committees identified in this Article IV, the Board of Directors may, by a majority of the whole Board, designate one or more Committees. Any such Committee, to the extent provided in such resolution and permitted by law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. The Board of Directors may designate one or more Directors as alternate members of any committee who, in the order specified by the Board of Directors, may replace any absent or disqualified Member at any meeting of the Committee. If at a meeting of any committee one or more of the Members thereof should be absent or disqualified, and if either the Board of Directors has not so designated any alternate Member or Members, or the number of absent or disqualified Members exceeds the number of alternate Members who are present at such meeting, then the Member or Members of such committee (including alternates) present at any meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified member. The term of office of the members of each committee shall be fixed from time to time by the Board of Directors, subject to these Bylaws; provided, however, that any Committee Member who ceases to be a Member of the Board of Directors, shall ipso facto cease to be a Committee Member. Each committee shall appoint a secretary who shall be charged with keeping a record of its proceedings.
Section 4.2
Quorum and Manner of Acting. Except as otherwise provided in these Bylaws, at each meeting of any committee the presence of a majority of its members shall be necessary and sufficient to constitute a quorum for the transaction of business, except that when a committee consists of one member, then one member shall constitute a quorum. In the absence of a quorum, a majority of the Members thereof present at the time and place of any meeting may adjourn the meeting from time to time until a quorum shall be present and the meeting may be held as adjourned without further notice or waiver. The act of a majority of the Members thereof present at any meeting at which a quorum is present shall be the act of such committee.
Section 4.3 Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article III of these Bylaws.
Section 4.4
Executive Committee. The Executive Committee shall consist of the President, the First Vice President, the Second Vice President, the Recording Secretary, the Corresponding Secretary, the Treasurer, the Assistant Treasurer and the Chairpersons of the Community Projects Committee, Conservation Committee, Flower Show Committee and Horticulture Committee, as well as other Members at the invitation of the President. The Executive Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation between meetings of the Board of Directors and shall have general charge of the affairs of the Corporation. The Executive Committee shall hold at least three regular meetings annually and others as may be called by the President. A majority of the Members of the Executive Committee shall be necessary to constitute a quorum for the transaction of business. In addition to the power and authority granted to the Executive Committee in the preceding paragraph, the Executive Committee shall have the power and authority to (i) appoint the Chairperson of the Membership Committee and the Nominating Committee, (ii) appoint the members of the Nominating Committee, (iii) approve the nominations for officers and Membership Committee as presented by the Nominating Committee and (iv) elect new Members as presented by the Membership Committee. A majority vote of the Members of the Executive Committee shall be necessary to elect new Members.
ARTICLE V
Officers
Section 5.1 Officers. The Officers of the Corporation shall be a President, First Vice President, Second Vice President, a Recording Secretary, a Corresponding Secretary, a Treasurer, an Assistant Treasurer, and such other officers as may be appointed in accordance with the provisions of Section 5.3.
Section 5.2 Election, Term of Office and Qualifications. The Officers shall be divided into two groups as follows: (i) President, Second Vice President and Corresponding Secretary, and (ii) First Vice President, Treasurer, Assistant Treasurer, and Recording Secretary. Each group of Officers (except such officers as may be appointed in accordance with the provisions of Section 5.3) shall be elected in alternate years by the Voting Members at the May meeting. Each such Officer shall be inducted into office at the Annual Meeting of Members and hold office for a term of two years, or until a successor shall have been duly elected, or until their earlier death, resignation, or removal. No person may serve in the same office for two consecutive terms.
Section 5.3 Subordinate Officers and Agents. The Board of Directors or the Executive Committee may from time to time appoint other officers or agents (including one or more Assistant Secretaries and one or more Assistant Treasurers), to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be conferred upon them by the Board of Directors. The Board of Directors or the Executive Committee may delegate to any officer or agent the power to appoint any such subordinate officers or agents and to prescribe their respective terms of office, authorities and duties.
Section 5.4
Resignations. Any officer may resign at any time by giving notice, in writing or by electronic transmission, of such resignation to the Corporation. Unless otherwise specified in such notice, such resignation shall take effect upon receipt thereof by the Board of Directors, the Executive Committee or any such Officer, and the acceptance of such resignation shall not be necessary to be effective.
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Section 5.5
Removal. Any Officer may be removed with or without cause by the Board of Directors or the Executive Committee by affirmative vote of a majority of the Directors then in office. In addition, the President may be removed with or without cause by the affirmative vote of a majority of all the Voting Members voting together. Any officer or agent appointed in accordance with the provisions of Section 5.3 may be removed with or without cause by the Board of Directors or the Executive Committee by the affirmative vote of a majority of the Directors present at such meeting, or at any time by any superior officer or agent upon whom such power of removal shall have been conferred by the Board of Directors or the Executive Committee.
Section 5.6
Vacancies. A vacancy in any office by reason of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Board of Directors or the Executive Committee.
Section 5.7 President. The President shall be the chief executive officer of the Corporation. The President shall preside at all meetings of the Board of Directors, the Executive Committee and of the Members, and shall see that all orders and resolutions of the Board of Directors and the Executive Committee are carried into effect. Subject to the direction of the Board of Directors or the Executive Committee, the President shall have general charge of the business, affairs and property of the Corporation and general supervision over its officers and agents. The President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Directors or the Executive Committee, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or the Executive Committee to some other officer or agent. From time to time, the President shall report to the Board of Directors or the Executive Committee all matters within his or her knowledge which the interests of the Directors may require to be brought to their attention. The President is charged with the day to day supervision of the business, affairs and property of the Corporation. The President shall be an ex-officio member of all Committees except the Nominating Committee. After the election of officers at the May Meeting, the President shall appoint all Committee Chairpersons except for the Chairpersons of the Membership Committee and the Nominating Committee which shall be appointed by the Executive Committee. In case of a Chairperson vacancy the President shall appoint a new Chairperson for the remainder of the term; provided that if the office of Chairperson of the Membership Committee or the Nominating Committee is vacant, such vacancy shall be filled by the Executive Committee. The President, in addition to the Treasurer and Assistant Treasurer, shall have the authority to draw checks on the funds of the Corporation. The President shall cause a copy of these Bylaws to be distributed to each member of the Board of Directors who is without a copy at the beginning of each program year. The President shall have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors, the Executive Committee or these Bylaws.
Section 5.8 Vice Presidents. At the request of the President or in his or her absence or disability, either of the Vice Presidents in order shall perform all the duties of the President and, when so acting, shall have all the powers of and be subject to all restrictions upon the President. The Vice Presidents may also sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Directors or the Executive Committee, except in cases where the signing and execution thereof shall be
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expressly delegated by the Board of Directors or the Executive Committee to some other officer or agent. Each Vice President shall have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors, the Executive Committee, the President or these Bylaws.
Section 5.9 Recording Secretary. The Recording Secretary shall (a) record all the proceedings of the meetings of the Members, the Board of Directors, the Executive Committee, and any committees in a book or books to be kept for that purpose; (b) whenever any Committee shall be appointed in pursuance of a resolution of the Board of Directors, furnish the Chairperson of such committee with a copy of such resolution; (c) be custodian of the records of the Corporation; (d) see that the lists, books, reports, statements, certificates and other documents and records required by law are properly kept and filed; and (e) in general, perform all duties incident to the office of Secretary and have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors, the Executive Committee, the President or these Bylaws.
Section 5.10
Corresponding Secretary. The Corresponding Secretary shall: (a) conduct the correspondence of the Corporation; (b) cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by law; (c) notify Active Members of all meetings of Members, Officers and Directors; (d) notify all Voting Members of meetings for the election of officers and Members of the Membership Committee; and (e) upon the request of the President, notify Members of the Board of Directors and the Executive Committee of its meetings.
Section 5.11 Assistant Secretaries. At the request of the Recording Secretary or in his or her absence or disability, the Assistant Secretary designated by the Recording Secretary (or in the absence of such designation, the Assistant Secretary designated by the Board of Directors, the Executive Committee or the President) shall perform all the duties of the Recording Secretary, and, when so acting, shall have all the powers of and be subject to all restrictions upon the Recording Secretary. Each Assistant Secretary shall have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors, the Executive Committee, the President, the Recording Secretary or these Bylaws.
Section 5.12 The Treasurer. The Treasurer shall: (a) have charge of and supervision over and be responsible for the funds, securities, receipts and disbursements of the Corporation; (b) cause the moneys and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as shall be selected in accordance with Section 7.3 or to be otherwise dealt with in such manner as the Board of Directors or the Executive Committee may direct; (c) cause the funds of the Corporation to be disbursed by checks or drafts upon the authorized depositaries of the Corporation, and cause to be taken and preserved proper vouchers for all moneys disbursed; (d) render to the Board of Directors, the Executive Committee, the President, or any Active Member, whenever requested, a statement of the financial condition of the Corporation and of all of his or her transactions as Treasurer; (e) cause to be kept correct books of account of all its business and transactions and such duplicate books of account as he or she shall determine and upon application cause such books or duplicates thereof to be exhibited to any Director; (f) develop a budget outlining revenues and expenditures projected for the following year. The
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budget should be presented to the Executive Committee for consideration and then to the membership for approval. This presentation is to be made at the June general meeting of the Corporation when a quorum, in accordance with Section 2.4, is determined to be present. A majority vote of the members present and voting is required for adoption. (g) promptly after each Annual Meeting notify Members that their yearly dues are payable; (h) file a yearly tax statement with the Internal Revenue Service, as required by law, and file a yearly annual franchise tax report with the Secretary of State of the State of Delaware; and (i) in general, perform all duties incident to the office of Treasurer and have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors, the Executive Committee, the President or these Bylaws.
Section 5.13 Assistant Treasurer. At the request of the Treasurer or in his or her absence or disability, the Assistant Treasurer designated by him or her (or in the absence of such designation, the Assistant Treasurer designated by the Board of Directors, the Executive Committee or the President) shall perform all the duties of the Treasurer, and, when so acting, shall have all the powers of and be subject to all restrictions upon the Treasurer. Each Assistant Treasurer shall have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors, the Executive Committee, the President, the Treasurer or these Bylaws.
Section 5.14 Nominating Committee. The Nominating Committee shall be an advisory committee to the Board of Directors for the purpose of nominating Officers and new Members of the Membership Committee and shall consist of three Members of the Corporation comprised of Active Members and/or Associate Members designated each January by the Executive Committee. The Nominating Committee shall present a name for each office and the three candidates for the Membership Committee, after first obtaining the consent of such candidates. Members of the Corporation may send suggestions to the Nominating Committee during the first two weeks of February. The ticket, thus prepared, and with the approval of the Executive Committee, shall be sent to each Voting Member of the Corporation at least two weeks before the May meeting of Members. After this ticket has been presented at the May meeting of Members, Members may nominate additional candidates from the floor, having first obtained their consent.
Section 5.15 Membership Committee. The Membership Committee shall be an advisory committee to the Board of Directors and shall be composed of six Active Members or Associate Members of diverse ages, three of whom shall be elected each year for two-year terms. All members of the Membership Committee shall have been Active Members for three years or more, and at least two of the six members shall have been Active or Associate Members for five years or more. The Nominating Committee will present the names of three members to serve on the Membership Committee at the May general meeting. No member may serve on the Membership Committee for more than one term, with two years to elapse before re-election. Any vacancy in the Membership Committee shall be filled for the remainder of the term by the Executive Committee. The President is an ex-officio member of the Membership Committee and votes only in cases where a majority vote cannot otherwise be obtained. (a) The Chairperson of the Membership Committee shall be appointed by the Executive Committee. (b) Nominations for membership, proposed by an Active Member or Associate Member and seconded by two other Members, may be sent to the Chairperson of the Membership Committee any time before
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February 14th. Each Active Member or Associate Member may propose one candidate each year and second a different candidate each year. No Active Member or Associate Member may propose or second a member of his or her immediate family. No Active Member or Associate Member serving on the Membership Committee may propose or second individuals for membership. The Membership Committee shall screen the proposed names and proceed to select the new members by written ballot. The number of persons selected for membership shall not exceed and may be fewer than the number of vacancies. Five members of the Membership Committee shall be necessary to constitute a quorum. Committee members must be present to vote. The Chairperson of the Membership Committee shall present the names of the selected members to the Executive Committee. Candidates proposed but not elected to membership may be proposed one additional time using the regular proposing procedure. (c) The election of persons to membership shall take place in April with an announcement of those elected to be made at the May meeting of Members. New Members shall be invited, as guests, to the annual meeting of Members.
ARTICLE VI
Indemnification
Right to Indemnification.
Section 6.1
The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an "Indemnitee") who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding") by reason of the fact that such Indemnitee, or a person for whom such Indemnitee is the legal representative, is or was a director, member, officer, employee or member of a professional review committee or other committee of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss. suffered and expenses (including attorneys' fees) reasonably incurred by such person. The Corporation shall be required to indemnify an Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if the Proceeding (or part thereof) was authorized by the Board of Directors.
Section 6.2 Prepayment of Expenses. The Corporation shall pay the expenses of an Indemnitee (including attorneys' fees) incurred in defending any Proceeding in advance of its final disposition, provided, however, that the payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by such Indemnitee to repay all amounts advanced if it should be ultimately determined that such Indemnitee is not entitled to be indemnified under this Article VI or otherwise.
Section 6.3
Claims. If a claim for indemnification or payment of expenses under this Article VI is not paid in full within sixty days after a written claim therefore has been received by the Corporation, the Indemnitee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law.
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Section 6.4
Non-exclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these Bylaws, agreement, vote of the Members or disinterested directors or otherwise.
Section 6.5
Other Indemnification. The Corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise.
Section 6.6 Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.
ARTICLE VII
Execution of Instruments and Deposit of Corporate Funds
Section 7.1 Execution of Instruments Generally. The President, the Vice President, the Corresponding Secretary, the Recording Secretary, the Treasurer or the Assistant Treasurer, subject to the approval of the Board of Directors or the Executive Committee, may enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. The Board of Directors or the Executive Committee may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authorization may be general or confined to specific instances.
Section 7.2
Borrowing. No loans or advances shall be obtained or contracted for, by or on behalf of the Corporation and no negotiable paper shall be issued in its name, unless and except as authorized by the Board of Directors or the Executive Committee. Such authorization may be general or confined to specific instances. Any officer or agent of the Corporation thereunto so authorized may obtain loans and advances for the Corporation, and for such loans and advances may make, execute and deliver promissory notes, bonds, or other evidences of indebtedness of the Corporation. Any officer or agent of the Corporation thereunto so authorized may pledge, hypothecate or transfer as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, bonds, other securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same and do every act and thing necessary or proper in connection therewith.
Section 7.3 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositaries as the Board of Directors or the Executive Committee may select, or as may be selected by any officer or officers or agent or agents authorized to do so by the Board of Directors or the Executive Committee. Endorsements for deposit to the credit of the Corporation
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in any of its duly authorized depositaries shall be made in such manner as the Board of Directors or the Executive Committee from time to time may determine.
Section 7.4
Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such Officer or Officers or agent or agents of the Corporation, and in such manner, as from time to time shall be determined by the Board of Directors or the Executive Committee.
Section 7.5 Proxies. Proxies to vote with respect to shares of stock of other corporations owned by or standing in the name of the Corporation may be executed and delivered from time to time on behalf of the Corporation by the President or any Vice President or by any other person or persons thereunto authorized by the Board of Directors or the Executive Committee.
Section 8.1
ARTICLE VIII
Fiscal Year
The fiscal year of the Corporation shall be a fiscal year commencing on
June 1 and ending May 31.
Section 9.1
ARTICLE IX
Action Without a Meeting
Any action which might have been taken under these Bylaws by a vote of the Voting Members at a meeting thereof may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken, shall be signed by Voting Members constituting not less than a majority of the Voting Members then serving in office (except as otherwise provided by law, the Certificate of Incorporation or these Bylaws) provided that prompt notice shall be given to those Members who have not so consented if less than unanimous written consent is obtained. Any action which might have been taken under these Bylaws by vote of the Directors at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all the members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors or such committee.
Section 10. 1
ARTICLE X
Amendments
The Bylaws of the Corporation may be amended or repealed by the affirmative vote of a majority of the Board of Directors subject to approval by a majority of the Voting Members or by the affirmative vote of three-fifths of the Voting Members cast at any meeting of the Members called for such purpose.
RLF1 17524931v.1Article I.
The Garden Club of Wilmington .
Amended and Restated By-Laws as of January 2015
Members
I.1 Membership. The Membership of The Garden Club of Wilmington, Delaware (the "Corporation"), shall consist of six classes: Active Members, Associate Members, Affiliate Members, Sustaining members, Honorary Members and Advisory Board Members (collectively, the "Members"). It shall be a condition of membership that all Members, other than Honorary Members and Advisory Board Members, pay the Initiation Fees and Dues referred to in Section 1.11 of this Article I. In addition, it shall be a condition of membership for Active Members to be nominated and thereafter approved by the Membership Committee as set forth in Section 5.15 of Article V. The conditions of membership for all classes of Members shall be as further described in this Article I.
I.2 Number. The total number of Members shall be fixed by recommendation of the Board of Directors, as the Board of Directors may from time to time determine by resolution, and by the affirmative vote of three-fifths of the Voting Members at a meeting of the Members at which a quorum, in accordance with Section 2.4, is present. The number of Active, Associate and Affiliate members is fixed at ninety-five (95).
I.3 Distribution of Membership Classes. Upon the recommendation of the Membership Committee, the Board of Directors may determine by resolution the allocation of the ninety-five (95) members among the three classes: Active, Associate and Affiliate.
I.4 Active Members. Active Members shall be elected in accordance with Sections 1.10 and 5.15 (b) of these By-Laws. Active Members (i) may hold any office or serve as directors of the Corporation; (ii) may vote at any meeting of the Members; (iii) may propose individuals for Membership, (iv) may support or second Members; and (v) may represent the Corporation as delegates. Active Members are required to pay dues, which include his or her membership in The Garden Club of America and the Federated Garden Clubs of Delaware. Active members are required to attend club meetings pursuant to Section 1.13. Active Members are expected to participate in the business and affairs of the Corporation and to serve as a meeting hostess as scheduled.
I.5 Associate Members. After fifteen years of service to the Corporation, with the approval of the Executive Committee or Board of Directors, an Active Member may be transferred to Associate Membership. At any time, upon his or her request and the approval of the Board of Directors, a Past President of the Corporation may be transferred from Active to Associate Membership. (i) Associate Members shall enjoy all privileges of Active Members except Associate Members shall not be entitled to hold any office or serve as directors of the Corporation unless designated by the President. (ii) An Associate Member may, however, serve as a member of the Membership Committee or the Nominating Committee. (iii) Associate Members may vote at any meeting of the Corporation; (iv) may propose and second new members. (v) Associate Members are required to pay dues, which include his or her membership in The Garden Club of America and the Federated Garden Clubs of Delaware. (vi) Associate Members are not required to attend meetings but are encouraged to participate in the Corporation’s activities. (vii) An Associate Member may petition to return to Active Membership, but must be admitted to membership pursuant to Sections 1.10 and 5.15 (b) of these By-Laws.
I.6 Affiliate Members. To be eligible to be an Affiliate Member, the person must have completed ten years of satisfactory service to and be in good standing in one or more of The Garden Club of America clubs but has moved and is no longer able to be a frequent participant in the activities of his or her club. If such person applies to the Corporation for membership, he or she may become an Affiliate Member, provided that (i) the Corporation receives a written recommendation from the Board of Directors of his or her former Garden Club of America club and (ii) the person is approved by the affirmative vote of a majority of the members of the Executive Committee or the Board of Directors of the Corporation. Affiliate Members (iii) may not hold any office or serve as directors of the Corporation; (iv) are welcome to attend but may not vote at any meeting of the Corporation; (v) may not propose individuals for Membership, but may support or second Members; and (vi) may not represent the Corporation as delegates. (vii) Affiliate Members are required to pay dues, which include his or her membership in the Garden Club of America and the Federated Garden Clubs of Delaware. For an Affiliate Member to become an Active Member, such Affiliate Member must be admitted to Membership pursuant to Sections 1.10 and 5.15 (b) of these By-Laws.
I.7 Sustaining Members. Sustaining Members are persons who are no longer able to participate in the activities of the Corporation but wish to maintain a relationship with the Corporation and who wish to retain their membership in the Garden Club of America. After fifteen years of service, with the approval of the Board of Directors or the Executive Committee, an Active Member may be transferred to Sustaining Membership. An Associate Member or an Affiliate Member, upon request to the Membership Committee, may also be transferred to Sustaining Membership. Sustaining Members (i) may not hold any office or serve as Directors of the Corporation; (ii) may not vote at any meeting of the Corporation, but are welcome to attend meetings on infrequent occasions; (iii) may not propose individuals for Membership but may support or second; and (iv) may not represent the Corporation as delegates. (v) Sustaining Members are required to pay dues, which include his or her membership in the Garden Club of America and the Federated Garden Clubs of Delaware. For a Sustaining Member to become an Active Member, such Sustaining Member must be admitted to membership pursuant to Sections 1.10 and 5.15(b) of these By-Laws.
I.8 Honorary Members. Honorary Members are persons of distinction who have rendered outstanding service to the Corporation over a period of years. An Honorary Member may be nominated by any member of the Executive Committee and shall be elected by a majority vote of the Executive Committee. Honorary Members (i) may not hold any office in either The Garden Club of America or the Corporation; (ii) shall receive notices of meetings and shall be entitled to vote at meetings of the Corporation; (iii) may not propose individuals for Membership but may support or second. (iv) Honorary Members shall receive the Bulletin and have the Garden Club of America privileges, but such Honorary Members shall not be required to pay dues nor actively participate in the business and affairs of the Corporation.
I.9 Advisory Board. The Advisory Board consists of members of the community who have made outstanding contributions to horticulture and/or conservation. A person may be invited to become a member of the Advisory Board if (i) nominated by a member of the Executive Committee, (ii) approved by the vote of a majority of the members of the Executive Committee, and (iii) approved by a majority of the Active Members, Associate Members and Honorary Members (collectively, the “Voting Members”) voting together. Members of the Advisory Board will receive notices of meetings of Members, but may not vote at such meetings nor hold any office in either The Garden Club of America or the Corporation.
I.10 Election and Term of Office. Active Members shall be elected at the April meeting of the Executive Committee, except as provided in Section 1.11. Each Member (whether elected at the April meeting of the Executive Committee or to fill a vacancy in accordance with Section 1.11 of these By-Laws or otherwise) shall continue in office until his or her successor shall have been duly elected and qualified or until his or her earlier death, resignation or removal.
I.11 Vacancies and Additional Memberships. If any vacancy shall occur among the Active Members by reason of death, resignation or removal, or as a result of an increase in the number of the Active Members, the Membership Committee, a majority of the Board of Directors, or the sole remaining Active Member, may fill any such vacancy in the manner provided for in these By-Laws. If, on account of the death or resignation of an Active Member, there would be no Active Member remaining in office, an Active Member may be appointed by such person or persons designated by the Member whose death or resignation would result in there being no Members (the "Final Member"), in his or her last writing making reference to these By-Laws and designating such person or persons; in the absence of such a designation, there shall be appointed as a Member such person or persons designated by any other Member who has died or resigned in the six months preceding the death or resignation of the Final Member, in the last writing making reference to these By-Laws and designating such person or persons, or, in the absence of either such designation, there shall be installed as an Active Member such person or persons designated by the Board of Directors.
I.12 Resignation of Members. Any Member may resign at any time by giving notice of such resignation to the Recording Secretary in writing or by electronic transmission. Unless otherwise specified in such notice, such resignation shall take effect upon receipt thereof by the Recording Secretary, and the acceptance of such resignation shall not be necessary to be effective. Any Active Member may be removed with or without cause by the affirmative vote of the majority of the Voting Members.
I.13 Initiation Fee, Dues and Attendance Requirement. The amounts of the Initiation Fees and Dues shall be fixed from time to time by resolution adopted by the affirmative vote of a majority of the Executive Committee and by the affirmative vote of three-fifths of the Voting Members at a meeting of the Members at which a quorum is present. Active, Associate, Affiliate and Sustaining Members will be charged dues; Honorary Members and Members of the Advisory Board will not be charged dues. Active Members are required to attend seven (7) meetings during the year unless acceptable reasons for absence are sent to the Recording Secretary. Associate, Affiliate, Sustaining and Honorary Members and members of the Advisory Board are not subject to the attendance requirement.
I.14 Rules. The Voting Members may adopt and amend rules for the Corporation (the "Rules") at any regular meeting of the Members by the affirmative vote of two-fifths of the Voting Members, with the exception of any amendment to the schedule of Initiation Fees and Dues which must be approved by three-fifths of the Voting Members as set forth in Section 1.13.
Article II.
Meetings of Members
II.1 Annual Meetings. The Annual Meeting of the Members for the election of Directors and for the transaction of such other business as properly may come before such meeting shall be held each year on the first Monday of June, or on such other date, and at such time and place, within or without the State of Delaware, as may be designated by the Board of Directors or the Executive Committee.
II.2 Special Meetings. Special Meetings of the Members for any purpose or purposes may be called at any time by the President, to be held on such date, and at such time and place, within or without the State of Delaware, as directed by the President. Any notice of any Special Meeting must specify the business to be transacted at such special meeting, and no business may be transacted at the Special Meeting except for that business for which the Special Meeting was called and which was duly noticed to the Members.
II.3 Notice of Meeting. Whenever Members are required or permitted to take any action at a meeting, a notice of the meeting shall be given, in writing or by electronic transmission (if such Member has consented to receiving notice by electronic transmission), that shall state the place, date and hour of the meeting and, in the case of a Special Meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Certificate of Incorporation or these By-Laws, the notice of any meeting shall be given not less than ten(10) nor more than sixty(60) days before the date of the meeting to all Members regardless of whether such Member is entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the Member at his or her address as it appears on the records of the Corporation.
II.4 Quorum. The presence at any meeting, in person or by proxy, of two-fifths of the Voting Members and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, the Certificate of Incorporation or these By-Laws.
II.5 Adjournments. In the absence of a quorum, the Voting Members present shall have the power to adjourn the meeting from time to time without notice, other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty(30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each Member regardless of whether such Member is entitled to vote at such meeting.
II.6 Voting. Except as otherwise provided by law or the Certificate of Incorporation, each Voting Member shall be entitled to one vote. Directors shall be elected by a plurality of the votes cast by the Voting Members at the annual meeting of Members at which a quorum is present, and, except as otherwise provided by law, all questions shall be determined by a majority of the votes cast on such question. Voting at meetings of Members need not be by written ballot.
II.7 Proxies. Any Voting Member entitled to vote at a meeting of Members may vote by proxy, provided that the instrument authorizing such proxy to act shall have been executed in writing (which shall include facsimile or electronic transmissions) by the Voting Member or by his or her duly authorized attorney-in-fact, and shall bear a date not more than three months prior to such meeting, unless such proxy shall upon its face provide a longer period for it to remain in force. A Voting Member may revoke any proxy which is not irrevocable by attending the meeting of Members and voting in person, or by delivering to the Recording Secretary a revocation of the proxy or a new proxy bearing a later date.
II.8 Minutes. The Recording Secretary shall take minutes of the proceedings at each meeting of the Members and make an annual report on attendance of the Members.
Article III.
Board of Directors
III.1 Powers. The business and affairs of the Corporation shall be managed by the Board of Directors, except as are conferred upon or reserved to the Members by law, by the Certificate of Incorporation or by these By-Laws.
III.2 Number and Qualifications. The number and qualifications of Directors shall be fixed from time to time by resolution of the Board of Directors or the Executive Committee; provided that, the Board of Directors shall consist of at least the officers identified in Section 5.2 of Article V herein and the Chairpersons of the Community Projects Committee, Conservation Committee, Flower Show Committee and Horticulture Committee.
III.3 Election and Term of Office. Directors shall be elected at the Annual Meeting of the Members, except as provided in Section 3.4. Each Director (whether elected at the Annual Meeting or to fill a vacancy or otherwise) shall hold office until the next Annual Meeting of Members and until a successor is duly elected and qualified or until his or her earlier death, resignation or removal.
III.4 Vacancies and Additional Directors. If any vacancy shall occur among the Directors by reason of death, resignation or removal, or as the result of an increase in the number of Directors, a majority of the members of the Board of Directors then in office may fill any such vacancy. A successor or successors may be elected by a plurality of the votes cast by the Voting Members.
III.5 Meetings. The Board of Directors shall hold at least one regular meeting annually and others as may be called by the President. Notice of regular meetings of the Board of Directors shall not be required to be given, provided that whenever the time or place of regular meetings shall be fixed or changed, notice of such action shall be given in writing or by electronic transmission promptly to each Director who shall not have been present at the meeting at which such action was taken.
Special Meetings of the Board of Directors may be called by or at the direction of the President or any two Directors, except that when the Board of Directors consists of one Director, then one Director may call a Special Meeting. Except as otherwise required by law, notice of each Special Meeting shall be mailed to each Director, addressed to him or her at his or her residence or usual place of business, at least seven(7) days before the day on which the meeting is to be held, or shall be sent to him or her by facsimile or electronic transmission, delivered by telephone, or delivered to him or her personally, not later than the second day before the day on which the meeting is to be held. Such notice shall state the time and place of such meeting, but need not state the purposes thereof, unless otherwise required by law, the Certificate of Incorporation or these By-Laws.
Notice of any meeting need not be given to any Director who attends such meeting in person except when the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting because the meeting is not lawfully called or convened, or who shall have waived notice thereof, before or after such meeting, in a writing signed by the person or persons entitled to notice.
Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in such meeting shall constitute presence in person at such meeting.
III.6 Quorum and Manner of Acting. At each meeting of the Board of Directors the presence of a majority of the total number of members of the Board of Directors as constituted from time to time shall be necessary and sufficient to constitute a quorum for the transaction of business, except that when the Board of Directors consists of one Director, one Director shall constitute a quorum. In the absence of a quorum, a majority of those present at the time and place of any meeting may adjourn the meeting from time to time until a quorum shall be present and the meeting may be held as adjourned without further notice or waiver. A majority of those present at any meeting at which a quorum is present may decide any question brought before such meeting, except as otherwise provided by law, the Certificate of Incorporation or these By-Laws.
III.7 Resignation of Directors. Any Director may resign at any time by giving notice of such resignation to any member of the Executive Committee in writing or by electronic transmission. Unless otherwise specified in such notice, such resignation shall take effect upon receipt thereof by any member of the Executive Committee and the acceptance of such resignation shall not be necessary to be effective.
III.8 Removal of Directors. At any duly called meeting of the Members at which a quorum is present, any Director or Directors may be removed from office, either with or without cause, by the affirmative vote of a majority of the Voting Members.
III.9 Compensation. The Directors, as such, shall not receive any compensation for their services, but shall be entitled to reimbursement of expenses associated with their office.
Article IV.
Committees of the Board
IV.1 Designation, Power, Alternate Members and Term of Office. In addition to the Committees identified in this Article IV, the Board of Directors may, by a majority of the whole Board, designate one or more Committees. Any such Committee, to the extent provided in such resolution and permitted by law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. The Board of Directors may designate one or more Directors as alternate members of any committee who, in the order specified by the Board of Directors, may replace any absent or disqualified Member at any meeting of the Committee. If at a meeting of any committee one or more of the Members thereof should be absent or disqualified, and if either the Board of Directors has not so designated any alternate Member or Members, or the number of absent or disqualified Members exceeds the number of alternate Members who are present at such meeting, then the Member or Members of such committee (including alternates) present at any meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified member. The term of office of the members of each committee shall be fixed from time to time by the Board of Directors, subject to these By-Laws; provided, however, that any Committee Member who ceases to be a Member of the Board of Directors, shall ipso facto cease to be a Committee Member. Each committee shall appoint a secretary who shall be charged with keeping a record of its proceedings.
IV.2 Quorum and Manner of Acting. Except as otherwise provided in these By-Laws, at each meeting of any committee the presence of a majority of its members shall be necessary and sufficient to constitute a quorum for the transaction of business, except that when a committee consists of one member, then one member shall constitute a quorum. In the absence of a quorum, a majority of the Members thereof present at the time and place of any meeting may adjourn the meeting from time to time until a quorum shall be present and the meeting may be held as adjourned without further notice or waiver. The act of a majority of the Members thereof present at any meeting at which a quorum is present shall be the act of such committee.
IV.3 Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article III of these By-Laws.
IV.4 Executive Committee. The Executive Committee shall consist of the President, the First Vice President, the Second Vice President, the Recording Secretary, the Corresponding Secretary, the Treasurer, the Assistant Treasurer and the Chairpersons of the Community Projects Committee, Conservation Committee, Flower Show Committee and Horticulture Committee, as well as other Members at the invitation of the President. The Executive Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation between meetings of the Board of Directors and shall have general charge of the affairs of the Corporation. The Executive Committee shall hold at least three regular meetings annually and others as may be called by the President. A majority of the Members of the Executive Committee shall be necessary to constitute a quorum for the transaction of business.
In addition to the power and authority granted to the Executive Committee in the preceding paragraph, the Executive Committee shall have the power and authority to (i) appoint the Chairperson of the Membership Committee and the Nominating Committee, (ii) appoint the members of the Nominating Committee, (iii) approve the nominations for officers and Membership Committee as presented by the Nominating Committee and (iv) elect new Members as presented by the Membership Committee. A majority vote of the Members of the Executive Committee shall be necessary to elect new Members.
Article V.
Officers
V.1 Officers. The Officers of the Corporation shall be a President, First Vice President, Second Vice President, a Recording Secretary, a Corresponding Secretary, a Treasurer, an Assistant Treasurer, and such other officers as may be appointed in accordance with the provisions of Section 5.3.
V.2 Election, Term of Office and Qualifications. The Officers shall be divided into two groups as follows: (i) President, Second Vice President and Corresponding Secretary, and (ii) First Vice President, Treasurer, Assistant Treasurer, and Recording Secretary. Each group of Officers (except such officers as may be appointed in accordance with the provisions of Section 5.3) shall be elected in alternate years by the Voting Members at the May meeting. Each such Officer shall be inducted into office at the Annual Meeting of Members and hold office for a term of two years, or until a successor shall have been duly elected, or until their earlier death, resignation, or removal. No person may serve in the same office for two consecutive terms.
V.3 Subordinate Officers and Agents. The Board of Directors or the Executive Committee may from time to time appoint other officers or agents (including one or more Assistant Secretaries and one or more Assistant Treasurers), to hold office for such period, have such authority and perform such duties as are provided in these By-Laws or as may be conferred upon them by the Board of Directors. The Board of Directors or the Executive Committee may delegate to any officer or agent the power to appoint any such subordinate officers or agents and to prescribe their respective terms of office, authorities and duties.
V.4 Resignations. Any officer may resign at any time by giving notice, in writing or by electronic transmission, of such resignation to the Corporation. Unless otherwise specified in such notice, such resignation shall take effect upon receipt thereof by the Board of Directors, the Executive Committee or any such Officer, and the acceptance of such resignation shall not be necessary to be effective.
V.5 Removal. Any Officer may be removed with or without cause by the Board of Directors or the Executive Committee by affirmative vote of a majority of the Directors then in office. In addition, the President may be removed with or without cause by the affirmative vote of a majority of all the Voting Members voting together. Any officer or agent appointed in accordance with the provisions of Section 5.3 may be removed with or without cause by the Board of Directors or the Executive Committee by the affirmative vote of a majority of the Directors present at such meeting, or at any time by any superior officer or agent upon whom such power of removal shall have been conferred by the Board of Directors or the Executive Committee.
V.6 Vacancies. A vacancy in any office by reason of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Board of Directors or the Executive Committee.
V.7 President. The President shall be the chief executive officer of the Corporation. The President shall preside at all meetings of the Board of Directors, the Executive Committee and of the Members, and shall see that all orders and resolutions of the Board of Directors and the Executive Committee are carried into effect. Subject to the direction of the Board of Directors or the Executive Committee, the President shall have general charge of the business, affairs and property of the Corporation and general supervision over its officers and agents. The President may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Directors or the Executive Committee, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or the Executive Committee to some other officer or agent. From time to time, the President shall report to the Board of Directors or the Executive Committee all matters within his or her knowledge which the interests of the Directors may require to be brought to their attention. The President is charged with the day to day supervision of the business, affairs and property of the Corporation. The President shall be an ex-officio member of all Committees except the Nominating Committee. After the election of officers at the May Meeting, the President shall appoint all Committee Chairpersons except for the Chairpersons of the Membership Committee and the Nominating Committee which shall be appointed by the Executive Committee. In case of a Chairperson vacancy the President shall appoint a new Chairperson for the remainder of the term; provided that if the office of Chairperson of the Membership Committee or the Nominating Committee is vacant, such vacancy shall be filled by the Executive Committee. The President, in addition to the Treasurer and Assistant Treasurer, shall have the authority to draw checks on the funds of the Corporation. The President shall cause a copy of these By-laws to be distributed to each member of the Board of Directors who is without a copy at the beginning of each program year. The President shall have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors, the Executive Committee or these By-Laws.
V.8 Vice Presidents. At the request of the President or in his or her absence or disability, either of the Vice Presidents, in order, shall perform all the duties of the President and, when so acting, shall have all the powers of and be subject to all restrictions upon the President. The Vice Presidents may also sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Directors or the Executive Committee, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or the Executive Committee to some other officer or agent. Each Vice President shall have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors, the Executive Committee, the President or these By-Laws.
V.9 Recording Secretary. The Recording Secretary shall (a)record all the proceedings of the meetings of the Members, the Board of Directors, the Executive Committee, and any committees in a book or books to be kept for that purpose; (b)whenever any Committee shall be appointed in pursuance of a resolution of the Board of Directors, furnish the Chairperson of such committee with a copy of such resolution; (c)be custodian of the records of the Corporation; (d)see that the lists, books, reports, statements, certificates and other documents and records required by law are properly kept and filed; and (e)in general, perform all duties incident to the office of Secretary and have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors, the Executive Committee, the President or these By-Laws.
V.10 Corresponding Secretary. The Corresponding Secretary shall:
(a)conduct the correspondence of the Corporation;
(b)cause all notices to be duly given in accordance with the provisions of these By-Laws and as required by law;
(c)notify Active Members of all meetings of Members, Officers and Directors;
(d)notify all Voting Members of meetings for the election of officers and Members of the Membership Committee; and
(e)upon the request of the President, notify Members of the Board of Directors and the Executive Committee of its meetings.
V.11 Assistant Secretaries. At the request of the Recording Secretary or in his or her absence or disability, the Assistant Secretary designated by the Recording Secretary (or in the absence of such designation, the Assistant Secretary designated by the Board of Directors, the Executive Committee or the President) shall perform all the duties of the Recording Secretary, and, when so acting, shall have all the powers of and be subject to all restrictions upon the Recording Secretary. Each Assistant Secretary shall have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors, the Executive Committee, the President, the Recording Secretary or these By-Laws.
V.12 The Treasurer. The Treasurer shall:
(a) have charge of and supervision over and be responsible for the funds, securities, receipts and disbursements of the Corporation;
(b) cause the moneys and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as shall be selected in accordance with Section 7.3 or to be otherwise dealt with in such manner as the Board of Directors or the Executive Committee may direct;
(c) cause the funds of the Corporation to be disbursed by checks or drafts upon the authorized depositaries of the Corporation, and cause to be taken and preserved proper vouchers for all moneys disbursed;
(d) render to the Board of Directors, the Executive Committee, the President, or any Active Member, whenever requested, a statement of the financial condition of the Corporation and of all of his or her transactions as Treasurer;
(e) cause to be kept correct books of account of all its business and transactions and such duplicate books of account as he or she shall determine and upon application cause such books or duplicates thereof to be exhibited to any Director;
(f) develop a budget outlining revenues and expenditures projected for the following year. The budget should be presented to the Executive Committee for consideration and then to the membership for approval. This presentation is to be made at the June general meeting of the Corporation when a quorum, in accordance with Section 2.4, is determined to be present. A majority vote of the members present and voting is required for adoption.
(g) promptly after each Annual Meeting notify Members that their yearly dues are payable;
(h) file a yearly tax statement with the Internal Revenue Service, as required by law, and file a yearly annual franchise tax report with the Secretary of State of the State of Delaware; and
(i) in general, perform all duties incident to the office of Treasurer and have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors, the Executive Committee, the President or these By-Laws.
V.13 Assistant Treasurer. At the request of the Treasurer or in his or her absence or disability, the Assistant Treasurer designated by him or her (or in the absence of such designation, the Assistant Treasurer designated by the Board of Directors, the Executive Committee or the President) shall perform all the duties of the Treasurer, and, when so acting, shall have all the powers of and be subject to all restrictions upon the Treasurer. Each Assistant Treasurer shall have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors, the Executive Committee, the President, the Treasurer or these By-Laws.
V.14 Nominating Committee. The Nominating Committee shall be an advisory committee to the Board of Directors for the purpose of nominating Officers and new Members of the Membership Committee and shall consist of three Members of the Corporation comprised of Active Members and/or Associate Members designated each January by the Executive Committee. The Nominating Committee shall present a name for each office and the three candidates for the Membership Committee, after first obtaining the consent of such candidates. Members of the Corporation may send suggestions to the Nominating Committee during the first two weeks of February. The ticket, thus prepared, and with the approval of the Executive Committee, shall be sent to each Voting Member of the Corporation at least two weeks before the May meeting of Members. After this ticket has been presented at the May meeting of Members, Members may nominate additional candidates from the floor, having first obtained their consent.
V.15 Membership Committee. The Membership Committee shall be an advisory committee to the Board of Directors and shall be composed of six Active Members or Associate Members of diverse ages, three of whom shall be elected each year for two-year terms. All members of the Membership Committee shall have been Active Members for three years or more, and at least two of the six members shall have been Active or Associate Members for five years or more. The Nominating Committee will present the names of three members to serve on the Membership Committee at the May general meeting. No member may serve on the Membership Committee for more than one term, with two years to elapse before re-election. Any vacancy in the Membership Committee shall be filled for the remainder of the term by the Executive Committee. The President is an ex-officio member of the Membership Committee and votes only in cases where a majority vote cannot otherwise be obtained.
(a) The Chairperson of the Membership Committee shall be appointed by the Executive Committee.
(b) Nominations for membership, proposed by an Active Member or Associate Member and seconded by two other Members, may be sent to the Chairperson of the Membership Committee any time before February 14th. Each Active Member or Associate Member may propose one candidate each year and second a different candidate each year. No Active Member or Associate Member may propose or second a member of his or her immediate family. No Active Member or Associate Member serving on the Membership Committee may propose or second individuals for membership. The Membership Committee shall screen the proposed names and proceed to select the new members by written ballot. The number of persons selected for membership shall not exceed and may be fewer than the number of vacancies. Five members of the Membership Committee shall be necessary to constitute a quorum. Committee members must be present to vote. The Chairperson of the Membership Committee shall present the names of the selected members to the Executive Committee. Candidates proposed but not elected to membership may be proposed one additional time using the regular proposing procedure.
(c) The election of persons to membership shall take place in April with an announcement of those elected to be made at the May meeting of Members. New Members shall be invited, as guests, to the annual meeting of Members.
Article VI.
Indemnification
VI.1 Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an "Indemnitee") who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding") by reason of the fact that such Indemnitee, or a person for whom such Indemnitee is the legal representative, is or was a director, member, officer, employee or member of a professional review committee or other committee of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person. The Corporation shall be required to indemnify an Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if the Proceeding (or part thereof) was authorized by the Board of Directors.
VI.2 Prepayment of Expenses. The Corporation shall pay the expenses of an Indemnitee (including attorneys' fees) incurred in defending any Proceeding in advance of its final disposition, provided, however, that the payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by such Indemnitee to repay all amounts advanced if it should be ultimately determined that such Indemnitee is not entitled to be indemnified under this Article VI or otherwise.
VI.3 Claims. If a claim for indemnification or payment of expenses under this Article VI is not paid in full within sixty days after a written claim therefore has been received by the Corporation, the Indemnitee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law.
VI.4 Nonexclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these By-Laws, agreement, vote of the Members or disinterested directors or otherwise.
VI.5 Other Indemnification. The Corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise.
VI.6 Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.
Article VII.
Execution of Instruments and Deposit of Corporate Funds
VII.1 Execution of Instruments Generally. The President, the Vice President, the Corresponding Secretary, the Recording Secretary, the Treasurer or the Assistant Treasurer, subject to the approval of the Board of Directors or the Executive Committee, may enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. The Board of Directors or the Executive Committee may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authorization may be general or confined to specific instances.
VII.2 Borrowing. No loans or advances shall be obtained or contracted for, by or on behalf of the Corporation and no negotiable paper shall be issued in its name, unless and except as authorized by the Board of Directors or the Executive Committee. Such authorization may be general or confined to specific instances. Any officer or agent of the Corporation thereunto so authorized may obtain loans and advances for the Corporation, and for such loans and advances may make, execute and deliver promissory notes, bonds, or other evidences of indebtedness of the Corporation. Any officer or agent of the Corporation thereunto so authorized may pledge, hypothecate or transfer as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, bonds, other securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same and do every act and thing necessary or proper in connection therewith.
VII.3 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositaries as the Board of Directors or the Executive Committee may select, or as may be selected by any officer or officers or agent or agents authorized to do so by the Board of Directors or the Executive Committee. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositaries shall be made in such manner as the Board of Directors or the Executive Committee from time to time may determine.
VII.4 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such Officer or Officers or agent or agents of the Corporation, and in such manner, as from time to time shall be determined by the Board of Directors or the Executive Committee.
VII.5 Proxies. Proxies to vote with respect to shares of stock of other corporations owned by or standing in the name of the Corporation may be executed and delivered from time to time on behalf of the Corporation by the President or any Vice President or by any other person or persons thereunto authorized by the Board of Directors or the Executive Committee.
Article VIII.
Fiscal Year
VIII.1 The fiscal year of the Corporation shall be a fiscal year commencing on June 1 and ending May 31.
Article IX.
Action Without a Meeting
IX.1 Any action which might have been taken under these By-Laws by a vote of the Voting Members at a meeting thereof may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken, shall be signed by Voting Members constituting not less than a majority of the Voting Members then serving in office (except as otherwise provided by law, the Certificate of Incorporation or these By-Laws) provided that prompt notice shall be given to those Members who have not so consented if less than unanimous written consent is obtained. Any action which might have been taken under these By-Laws by vote of the Directors at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all the members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the Board of Directors or such committee.
Article X.
Amendments
X.1 The By-Laws of the Corporation may be amended or repealed by the affirmative vote of a majority of the Board of Directors subject to approval by a majority of the Voting Members or by the affirmative vote of three-fifths of the Voting Members cast at any meeting of the Members called for such purpose.