Article I. Name and Location
This organization shall be known as the Lewisboro Garden Club (LGC), located in the Town of Lewisboro, Westchester County, State of New York, hereinafter referred to as “LGC”.
Article II. Objectives
To promote the art of gardening, to aid in conserving the natural flora, and to cooperate in beautifying the public grounds.
The LGC is organized exclusively for charitable and educational purposes under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Article III. Membership
There shall be two categories of membership in the LGC:
Active Members shall pay annual dues and are expected to participate in all phases of the LGC’s activities, including regularly scheduled meetings, triangle maintenance, committee work, the Annual Meeting, and other functions.
Honorary Members shall be appointed by the Officers of the LGC, as defined in Article VI. Honorary members shall be welcome at all regularly scheduled meetings and at the Annual Meeting but shall not have a vote. Honorary members will be permitted, but will not be required, to participate in standing committees.
Article IV. Dues
Dues for all Active Members shall be set annually in September of each year for the following fiscal year by the Executive Board.
Dues are due by December 31 for the following year. Existing members who pay after December 31 for a given year will not be included in the annual Yearbook.
New members who join after December 31 will be welcomed into LGC with their name and contact information disseminated via LGC newsletters.
New members who join after September 1 of a given year will be considered Active Members for the remainder of the year they join and for the following year and will be included in the Yearbook.
Active Members whose dues are current shall be entitled to a vote at the annual election and for votes on other matters such as by-law amendments.
Article V. Executive Board
All Officers, chairpersons of the standing committees, and past Presidents who are Active Members of the Club shall constitute the Executive Board.
The Executive Board Meeting shall include all members of the Executive Board and shall be open to all members to attend.
This Board considers all questions of policy and presents recommendations to the LGC for action. The Executive Board shall convene, in person or electronically, no less than once per calendar year.
At that meeting, each committee head(s) will present an annual report highlighting prior year activities and events, financials (if relevant), goals for the coming year and key events and projects. The Treasurer will provide a recap of the prior year’s finances and projections for the current year.
Article VI. Officers
The Officers shall transact the general business of the LGC.
The Officers shall be President (or Co-Presidents), Vice President (or Co-Vice Presidents), Secretary, and Treasurer.
The Officers shall be elected at the LGC Annual Meeting for a term of one year. The Nomination Committee will gather names of eligible and interested candidates for office.
If a current officer wishes to run for the same office again, that officer’s name shall be placed on the ballot along with any new candidates.
The President(s) shall preside at all meetings of the LGC and provide leadership to keep the LGC true to its mission, liaise with the town and other third parties, and oversee all committees. The President(s) will also represent the LGC at town events and meetings as needed.
The President(s) shall appoint the standing and temporary committees’ chairpersons.
The President(s) may have access to the bank account and sign for financial agreements in lieu of the Treasurer.
Section 3 Vice President(s)
The Vice President(s) shall conduct the business of the LGC during the absence of the President(s) and execute projects and support the LGC as requested by the President(s).
Section 4 Secretary
The Secretary shall take minutes of the business meetings of the LGC, conduct and keep records of all correspondence, send notices of all meetings, and shall produce and distribute a newsletter to all members to summarize business matters and include LGC news and events.
Section 5 Treasurer
The Treasurer shall collect dues and keep an account of all money received and disbursed. They shall keep all financial records, file any required paperwork, sign all financial agreements, and report to the membership at each meeting.
Any disbursements over $3,000 shall be approved by the LGC Officers.
Section 6 Vacancy
If a vacancy occurs in the role of Vice President(s), Treasurer or Secretary of the LGC, the remaining Officers shall have the right to fill the vacancy with an Active Member in good standing for the remainder of the unexpired term of office.
If the office of the President(s) becomes vacant, the Vice-President(s) shall have the first right to become President(s). Should Co-Vice Presidents both want to become President, or the Vice President(s) choose not to become president(s), the election process outlined in Article X shall commence.
Article VII. Committees
The LGC Officers shall establish standing and temporary committees as needed.
The committees, their members and a summary of their mission shall be listed in the LGC Yearbook. A more detailed outline of each committees’ responsibilities shall be contained in the Procedures Manual.
Committees can be added and subtracted by the Officers at any point during the year and any changes will be reflected in the next Yearbook and the Procedures Manual. Temporary committees will be labeled as such in the Yearbook and Procedures Manual.
Article VIII. Membership Meetings
There shall be a minimum of eight general membership meetings or events, which are open to the public, held either in person and/or electronically during the calendar year.
The Annual Meeting shall be held in December for the purpose of the election of Officers. The Annual Meeting shall not be open to the public but may include special guests who would not have voting rights.
Article IX. Quorum
A quorum for a meeting of the LGC shall be 25% of the active membership, whether attending in person or voting or attending electronically.
Article X. Elections
A Nominating Committee shall consist of 3 members recruited by the Officers, one of whom is the chairperson selected by the President(s). The committee shall prepare a list of candidates for office.
Additional nominations can be proposed to the Committee by members at any time prior to Nov 7th of each year. All candidates’ names shall be published to the membership prior to the Annual Meeting.
Nominees for all offices shall have been members in good standing for at least one year.
If a special election is needed to fill the role of a departing President(s) outside of the typical election cycle, the process outlined in this Article will prevail with appropriate dates determined by the remaining Officers.
If there is more than one candidate for the same office, election shall be by written ballot, and a majority vote of those Active Members attending the Annual Meeting plus email and electronic (online) survey votes shall elect the candidate provided that a quorum of Active Members attending and voting by email/electronically is achieved. If there is not a quorum, then the vote shall be postponed until a meeting with a quorum is attained.
Email and/or electronic survey votes will be allowed for all Active Members who cannot attend the meeting. Email votes should be submitted to the Nominating Committee Chair and electronic (online) survey votes cast at least 2 days before the Annual Meeting takes place.
Article XI. Amendments to the By-Laws
To amend the by-laws, proposed amendment(s) will be distributed by email to all Active Members at least one week before a meeting in which a vote to amend the by-laws will take place.
At the next regular LGC meeting, the by-laws may be amended by a majority of Active Members attending by a show of hands plus email and/or electronic survey votes cast or by written ballot plus email and/or electronic votes provided that a quorum of Active Members attending and voting electronically is achieved. If there is not a quorum, then the vote shall be postponed until a meeting with a quorum is attained.
Email and/or electronic survey votes will be allowed for all Active Members who cannot attend the meeting. Email votes should be submitted to the Secretary and electronic (online) survey votes cast at least 2 days before the meeting in which the vote takes place.
Article XII. Parliamentary Authority
“Robert’s Rules of Order”, in its most recent edition, shall govern the LGC in business procedures on all points not covered by the by-laws.
Article XIII. Tax Code Compliance
No part of the net earnings of the LGC shall inure to the benefit of, or be distributable to its Members, Officers, or other private persons, except that the LGC shall be authorized and empowered to pay reasonable compensation for services rendered.
No substantial part of the activities of the LGC shall be attempts to influence legislation and the LGC shall not participate in any political campaign for public office.
Notwithstanding any other provision of these articles, the LGC shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Article XIV. Distribution of Assets upon Dissolution
Upon dissolution of the LGC, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
The distribution shall be used for charitable and/or educational purposes, to be decided upon at a regular meeting by a majority vote of those Active Members present plus email and/or electronic survey votes provided a quorum is achieved. If a quorum is not achieved, then a vote will be postponed until a meeting with a quorum is attained.
Email and/or electronic survey votes will be allowed for all Active Members who cannot attend the meeting. Email votes should be submitted to the Secretary and electronic (online) survey votes cast at least 2 days before the meeting in which the vote takes place.Approved 11/1/23