The Purposes of the Worcester Garden Club Are:

  • To promote the knowledge and appreciation of gardening, horticulture, flower arranging, and all phases of conservation;

  • To educate the community in the art of gardening, in the science of horticulture and in the conservation of all our national and local resources;

  • To encourage and develop civic planting throughout Worcester County.

A member of The Garden Club of America and National Garden Clubs, Inc. 

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BYLAWS 
WORCESTER GARDEN CLUB, INC.

INCORPORATED JUNE 22, 1966
REVISED April 2014

 

Article I
NAME

 

The name of the Corporation shall be “Worcester Garden Club, Incorporated,” hereinafter referred to as the “Club.”

 

Article II
PURPOSE

 

The purposes of the Club are exclusively as follows:

 

  • To promote the knowledge and appreciation of gardening, horticulture, flower arranging, and all phases of conservation;

  • To educate the community in the art of gardening, in the science of horticulture and in the conservation of all our national and local resources;

  • To encourage and develop civic planting throughout Worcester County.

 

No part of the net earnings of the Club shall inure to the benefit of or be distributable to its members, officers or other private persons. No substantial part of the activities of the Club shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Club shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these purposes, the Club shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Law.

Upon dissolution of the Club the assets shall be disposed of by the Worcester County Massachusetts Probate Court under the doctrine of cy pres to an organization or organizations organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

 

Article III
MEMBERSHIP

 

Section 1 Categories of Membership

  1. Active Membership - This category is open to no more than ninety members. Active members shall have the right to hold office; to elect the officers, the Membership and Nominating Committees and the Nominating Committee chair; and to transact the business of the Club.
    They shall be required to take part in the Club’s activities, attend the regular monthly meetings, serve on a committee and be willing to serve as officer or committee chair

  2. Affiliate Membership - A member of the Club who has contributed at least fifteen years of service may apply for affiliate membership. This category is open to no more than thirty members. They shall have all privileges of active members except holding office, serving on the Membership and Nominating Committees and representing the Club as delegates to meetings.

  3. Non-resident Membership - An active member in good standing who moves permanently from Worcester County shall apply for Non-resident Membership in the Club.

  4. Honorary Membership - Occasionally Honorary Membership may be offered, at the discretion of the Board, to a member who has contributed appreciably to the purposes of the Club. Honorary Membership entitles a member to share in all communications and activities of the Club. Honorary members shall be exempt from payment of dues, shall not have the right to vote and are not required to participate in the Club’s activities.

 

Section 2 Admission and Election to Membership

  1. Eligibility for membership shall be limited to those residing in Worcester County and evincing an interest in the purpose of the Club. Consideration shall be given to length of time in Worcester County, horticultural and conservation interest, community interest and participation.

  2. To become a member of the Club, an applicant must be proposed by any member and seconded by any other member, except those whose membership has been for less than three years and those serving on the Membership Committee. A member may propose or second only one name during any one year. No member shall propose or second an applicant for membership without knowledge of her qualifications.

  3. Letters of qualifications from the proposer and seconder, with the application form, must be submitted by January 15 to the Membership Committee for consideration.

  4. The names of candidates recommended by the Membership Committee shall be presented to the Board of Directors by the Chair at the February Board meeting and voted upon by the Board at its March meeting. Such vote shall be by ballot. An abstention shall be considered a “non” vote. Two negative votes for one candidate requires complete review of the candidate by the Membership Committee. (See Article VII, Section 1 Membership Committee (b) 2.) Approved candidates shall become members at the Annual Meeting.

  5. If an application for membership is not accepted, the proposers shall be advised that the application may be resubmitted.

  6. The Corresponding and Recording Secretaries shall be the election tellers.

  7. There shall be no absentee ballots when voting on admittance of candidates for membership. Committee and Board members must be present when discussing and voting on admittance of candidates for membership.

 

Section 3 Changes in Membership Status

  1. Resignations shall be made in writing to the Corresponding Secretary prior to April 1 to become effective for the following fiscal year.

  2. Requests for Affiliate membership shall be made in writing to the Corresponding Secretary prior to April 1.

  3. Requests for Non-resident membership shall be made in writing to the Corresponding Secretary.

  4. Requests for reinstatement shall be made in writing to the Chairman of the Membership Committee by January 15. Requests shall be voted upon as described in Article III, Section 2 (d).

 

Article IV
DUES

 

Section 1

 

The annual dues of active members, affiliate members, and non-resident members, the initiation fee, and the reinstatement fee shall be set by a two-thirds vote of members present and voting at any regular meeting of this Club, provided that each member has been notified in writing at least one week in advance of the meeting or that the proposed dues change has been read at the previous regular meeting and notice sent to each absent member.

 

Section 2

All dues shall be payable by May 1.

 

Section 3

A member whose dues remain unpaid by May 15 shall be notified in writing by the Treasurer. If these dues remain unpaid by May 31 the member shall be considered to have resigned from the club.

 

Section 4

Where dual membership in Garden Club of America (GCA) exists, members shall pay GCA dues to the club of their primary residence.

 

Section 5

The fiscal year shall be from June 1 through May 31.

 

Article V
OFFICERS AND THEIR DUTIES

 

Section 1

The officers shall consist of a President, a Vice President, a Recording Secretary, a Corresponding Secretary, a Treasurer, and an Assistant Treasurer. They shall be elected by the members for a two-year term.

 

Section 2

The President shall:

  1. Be the chief executive officer and primary spokesman of the Club and preside at all meetings of the membership and of the Board of Directors;

  2. Appoint all committee chairs except Nominating;

  3. Be an ex-officio member of all committees except the Nominating and the Membership Committees;

  4. Maintain a general oversight of the activities of the Club;

  5. Perform such other executive functions as are normally incident to that office that are not delegated to other members.

 

Section 3

The Vice President shall perform the duties of the president in her absence and such other duties as the President may from time to time request.

 

Section 4

The Recording Secretary shall:

  1. Keep the records of all meetings of the Club and the Board of Directors;

  2. Present a written annual report at the Annual Meeting;

  3. With the Corresponding Secretary be the teller for the election of new members at the March Board of Directors Meeting.

 

Section 5

The Corresponding Secretary shall:

  1. Attend to all correspondence and invite new members to membership;

  2. Be responsible for notification of meetings of the Club and Board of Directors when necessary;

  3. Perform the duties of the Recording Secretary in her absence;

  4. Take charge of printing the lists of members and programs (the Green Book) in cooperation with the program chair;

  5. Keep and maintain an up-to-date list of members with addresses and telephone numbers, notifying the Club’s Treasurer and Garden Club of America of all corrections and additions thereto;

  6. With the Recording Secretary be the teller for the election of new members at the March Board of Directors Meeting.

 

Section 6

The Treasurer shall:

  1. Send out all bills to members, and receive and disburse all funds with the approval of the Board of Directors;

  2. Submit, at the Annual Meeting, a proposed budget and the annual financial report which shall be approved by a certified public accountant;

  3. Serve as Chair of the Finance Committee.

 

Section 7

The Assistant Treasurer shall:

  1. Perform the duties of the Treasurer in her absence and such other duties as the Treasurer may from time to time request;

  2. Shall assume the office of Treasurer upon the completion of her two year term as Assistant Treasurer.

 

Article VI
BOARD OF DIRECTORS

 

Section 1


The Board of Directors shall:

  1. Consist of the officers and all standing committee chair and/or assistant chair, the immediate past president as a member at large and such other members as the President deems appropriate for the efficient and effective operation of the Club;

  2. Conduct all routine business and make recommendations to the membership for action;

  3. Act upon recommendations of the Membership Committee;

  4. Meet each month at the discretion of the President;

  5. Choose a certified public accountant, who is not a member, to audit the accounts of the Treasurer.

 

Article VII
COMMITTEES

 

Section 1

There shall be the following standing committees:

The Awards Committee shall:
  1. Prepare recommendations for awards;

  2. Keep a record of all local, state and national awards received by members pertaining to the purposes of the Club.

 
The Civic Projects Committee shall:
  1. Investigate opportunities for projects in accordance with the purpose of the Club;

  2. Projects requiring funds of $1,000 or more shall be presented to the ) membership for consideration prior to a vote.

 
The Conservation Committee shall:
  1. Present information concerning conservation issues to the membership;

  2. Recommend and promote activities which further the conservation purposes of the Club and GCA.

 
The Finance Committee shall:
  1. Consist of at least three members, one of whom shall be the Treasurer who shall serve as Chair of the Committee;

  2. Maintain a general oversight of the financial affairs of the Club;

  3. Prepare the annual budget to be presented for adoption at the April Board of Directors meeting and at the Annual Meeting for adoption by the membership.

 
The Flower Show Committee shall:
  1. Be responsible for planning in-house flower shows;

  2. Encourage and organize participation in in-house and regional flower shows and coordinate this participation with Horticulture and Photography committees.

 
The Founders Fund/Scholarship Committee shall:
  1. Report on the Founders Fund finalists to the membership, arrange for and record the votes for one of the finalists and report the Club’s decision to the President;

  2. Prepare, upon recommendation of the Board, the Founders Fund proposal to be submitted to the GCA Founders Fund Committee;

  3. Inform members and educational institutions of scholarships available through GCA.

 
The Garden History and Design Committee shall document local gardens for GCA Garden History & Design Committee.
 
The Historian/Archivist shall keep an account of the Club’s activities which will become a part of the official record.
 
The Horticulture Committee shall:
  1. Inform members of horticultural activities and stimulate the knowledge of horticulture;

  2. Assist Flower Show Committee with Horticulture exhibits;

  3. Arrange and coordinate exhibits for Zone I and national meetings;

  4. Encourage members to learn basic skills of plant propagation so that horticultural knowledge will be broadened while helping to preserve and to perpetuate good plant material.

 
The Membership Committee shall:
  1. Be elected as follows:

    1. The Board shall nominate 6 active members from which 3 shall be elected at the Annual Meeting to serve a two year term. Elected members of the Membership Committee shall have been a member of the Club for not less than five years. No member of the Committee may serve consecutive terms.

    2. The President shall choose a chair for one year from among the elected members of the Committee who have served one year of their term. 

  2. Screen prospective members, including those for reinstatement, and make recommendations for membership to the Board of Directors.

    1. To be invited to become a member of the Worcester Garden Club a candidate must be unanimously approved by the Membership Committee before, or when necessary, after being presented to the Board of Directors.

    2. Two negative votes for any one applicant by Board members require those voters to contact a member of the Membership Committee for substantiation. The Membership Committee shall weigh the considerations in favor or against the candidate. Vote of the Membership Committee must be unanimous in favor of the candidate. Should the dissenting Board members fail to contact the Membership Committee, the candidate may be invited to membership.

    3. Procedure for election shall be in accordance with Article III, Section 2 (d).

 
The Nominating Committee shall:
  1. Consist of an odd number of three or more members who have served on the Board of Directors including the immediate past president. Members shall serve for a term of two years with at least one new member elected each year. The Chair of the Committee shall have served one year of her term;

  2. Present to the Annual Meeting nominations for officers, the Nominating Committee, the Nominating Committee Chair and the Membership Committee;

  3. Present nominations to fill vacancies in accordance with Article VIII, Section 7.

 
The Photography Committee shall:
  1. Inform members of photography activities and stimulate the knowledge of photography;

  2. Assist Flower Show Committee with Photography exhibits;

  3. Assist all officers and committee chairs as needed;

  4. Submit photos of appropriate materials to archives.

 
The Program Committee shall:
  1. Consist of Co-chair who serve a one year term. They shall implement the regular meetings of the Club and make sure expenses are in accordance with the budget.

  2. Consist of Assistant Co-chair who serve a one year term. They shall be Program Chairs elect and shall:

    1. Plan the regular meetings for the next year in consultation with the President;

    2. Submit the program to the Corresponding Secretary for printing;

    3. Submit budget to the Finance Committee;

    4. Take attendance at monthly meetings;

    5. Maintain nametags of membership.

 
The Public Relations Committee shall take charge of all publicity concerning activities of the Club, including the Newsletter.
 
The Visiting Gardens Committee shall:
  1. Arrange to show gardens of local Club members;

  2. Notify membership of GCA Visiting Garden travel plans.

 
The Ways and Means Committee shall be responsible for fund raising.

 

Section 2

Other committees as may be required shall be appointed by the President with the approval of the Board of Directors. The Board shall define the powers and duties thereof.

Section 3

Except as otherwise provided in these Bylaws, the chair of each committee shall serve a two-year term and shall choose committee members.

 

Article VIII
ELECTIONS

Section 1

It shall be the duty of the Nominating Committee to submit a list of nominations to be presented at the Annual Meeting.

 

Section 2

 

The election of officers and the Nominating and Membership Committees and the Nominating Committee Chair shall be by ballot at the Annual Meeting at which a majority of members are present. Other committees as may be required shall be appointed by the President with the approval of the Board of Directors. The Board shall define the powers and duties thereof.

 

Section 3

 

If there is only one nominee for each office, by vote of the membership, the Recording Secretary may be instructed to cast one ballot for the entire slate or for as many as are the sole nominees for an office. Except as otherwise provided by these Bylaws, the chair of each committee shall serve a one-year or two-year term at the discretion of the President, and the chair shall choose committee members.

 

Section 4

 

No members shall serve for more than two consecutive years in the same office.

 

Section 5

 

No member of a standing committee shall serve for more than two consecutive years as chair.

 

Section 6

 

The President, Vice President, and Corresponding Secretary shall be elected at the Annual Meeting in one year, and the Recording Secretary, Treasurer, and Assistant Treasurer at the Annual Meeting in the alternate year.

 

Section 7

 

A vacancy occurring in any office shall be filled at the next regular meeting of the Club from nominations presented by the Nominating Committee.

 

Section 8

 

The immediate past president will serve on the Nominating Committee without ballot.

 

Article IX
MEETINGS OF THE MEMBERSHIP

 

Section 1

Regular meetings shall be held on the third Monday of the month. September through June, or as otherwise determined by the Program Committee.

 

Section 2

Special meetings may be called by the President, by vote of the Board of Directors or upon written request of not less than eight members of the Club.

 

Section 3

The Annual Meeting shall be in June.

 

Section 4

Members may bring non-resident guests to a meeting by notifying the hostess of the day.

 

Article X
QUORUM

A quorum of the Club shall be thirty members. A quorum of the Board of Directors shall be one more than half of its membership.

 

Article XI
PARLIAMENTARY AUTHORITY

The rules contained in “Robert’s Rules of Order Revised” shall govern in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.

 

Article XII
AMENDMENTS

Amendments to these Bylaws shall be approved by the Board of Directors and ratified by a two-thirds vote of members present and voting at any regular meeting of the Club, provided that each member has been notified in writing at least one week in advance of the meeting or that the proposed amendment has been read at the previous regular meeting and notice sent to each absent member.