Bylaws of the Sacramento River Valley District
of California Garden Clubs, Inc.
ARTICLE I – NAME AND MEMBER CLUBS
Section 1. The name of this organization shall be Sacramento River Valley District of California Garden Clubs, Inc., hereinafter referred to as “SRVD.”
Section 2. SRVD shall be composed of the following clubs: Arden Park Garden Club, Clarksburg Garden Club, Davis Flower Arrangers, Elk Grove Garden Club, Fairfield Garden Club, Folsom Garden Club, Gardeners of the Grove, La Perita Garden Club, Pioneer Garden Club, Sacramento Floral Design Guild, Shibui Arrangers Guild, Vaca Valley Garden Club, Vallejo Garden Club, and Woodlake Garden Club.
ARTICLE II – OBJECTIVES
Section 1. The objectives of the organization shall be (a) to carry out the aims and purposes of California Garden Clubs, Inc., hereinafter referred to as “CGCI;” and (b) to give all possible assistance to member clubs within SRVD.
Section 2. It shall be the objective of SRVD to serve the counties
of Sacramento, Solano, Sutter and Yolo.
Section 3. SRVD is exempt from tax under California Revenue and Taxation Code, Section 23710d and was granted non-profit, tax exempt status as an organization on February 21, 1997. SRVD also qualifies as an exempt organization under Section 501(c)(3) of the Internal Revenue Code to operate for charitable, educational, or scientific purposes.
ARTICLE III – MEMBERSHIP AND DUES
Section 1. Classification: The membership shall consist of five classes: garden clubs, associate plant societies, affiliates, life members, and all categories of youth gardeners. All classifications shall operate for charitable, educational or scientific purposes as stated in Section 501(c)(3) of the Internal Revenue Code.
Section 2. Qualification: To be eligible for membership in the organization garden clubs, associate plant societies, affiliates, and all categories of youth gardeners shall be affiliated with CGCI and shall have their meeting places within the boundaries of SRVD.
Section 3. Youth Clubs: Each youth organization must be sponsored by a garden club or SRVD, and the members shall have the privileges of SRVD except the right to vote and hold office.
Section 4. Application: Unless otherwise provided by the bylaws of CGCI, applications for membership shall be made with the assistance of the district membership chairman in writing on a form prescribed by CGCI. The completed form, together with the remittance payable to CGCI, shall be sent to the district director who shall sign it and forward it to the state membership chairman at least ten days prior to the state board meeting at which time action will be taken. Upon approval, the state membership chairman will notify the applicant, and forward a copy of the state yearbook, membership certificate and club membership cards to the applicant’s president.
Section 5. Dues: District dues are paid to CGCI and shall be based on per capita membership as follows:
Adult Clubs: $2.75 per capita
Affiliates: $50.00 regardless of size
Dues are payable on July 1 of each year and become delinquent on October 1 of the same year. Clubs affiliated after August 1 shall pay dues pro-rata on a quarterly basis. If dues are not paid by November 1, clubs and associate plant societies become
ineligible for insurance coverage and participation in the CGCI awards program.
Section 6. Membership information in the SRVD yearbook is not to be used for any private, personal, or professional use other than district business.
ARTICLE IV – OFFICERS, DESIGNATION AND QUALILFICATIONS
Section 1. Designation: The elected officers of SRVD shall be district director, assistant district director, secretary, treasurer, and four board members-at-large. Officers appointed by the district director shall be parliamentarian and past district director.
Section 2. Qualifications: To be eligible for election or appointment to office, a person shall be a member of a club in good standing and shall be a member of SRVD.
ARTICLE V – DUTIES OF THE OFFICERS
Section 1. District Director: shall (a) preside at all meetings of the board of directors, herein after referred to as “the board;” (b) preside at all district meetings and special meetings; (c) sign checks and contracts and other written instruments authorized or approved by CGCI, the board, or the voting body; (d) appoint the parliamentarian, past district director, all committee chairmen and committees; (e) perform such other duties as set forth in the bylaws or may be prescribed by CGCI or the board, including serving as a member of the CGCI board of directors; (f) interpret CGCI pro- grams to SRVD; (g) attend all CGCI board of directors meetings; (h) obtain permission for non-attendance at CGCI meetings from the state president; (i) file with the state membership chairman by June 1 a legible list of all clubs, affiliates and youth gardeners in SRVD, with names, addresses (electronic and postal), and telephone numbers of club presidents and treasurers, and youth gardeners leaders, in the format of the CGCI roster; (j) shall deliver to his/her successor all copies of National Gardener and CGCI yearbooks, together with all materials which have been received from the CGCI president, officers, or chairmen, and all minutes of CGCI board and convention meetings.
Section 2. Assistant District Director: shall (a) aid the district director; (b) in the absence of, at the district director’s request, shall perform the duties of the district director; (c) perform such other duties as may be prescribed by the board; and (d) arrange for speakers and/or programs for district meetings.
Section 3. Secretary: shall (a) keep complete and accurate minutes of all district meetings and board meetings; (b) shall sign his/her name thereto, and provide a duplicate copy for the district director; (c) take a roll call and record those present at meetings; (d) sign all authorized contracts; (e) maintain a current copy of the bylaws and standing rules which shall be available for inspection by any member; (f) keep a current list of the names and addresses (electronic and postal) of member clubs, presidents, classes of membership and committee chairmen; (g) furnish the nominating committee with a list of clubs not in good standing; (h) inform the board of the assigned duties at upcoming district meetings by email; (i) and perform such other duties as may be prescribed by the district director, the board, or the voting body.
Section 4. Treasurer: shall: (a) receive all money collected for SRVD; (b) keep complete and accurate accounts of receipts; (c) retain and disburse all funds; (d) deposit all funds in a bank authorized by the board; (e) disburse funds only by checks signed by the treasurer and the district director; (f) present a current financial report at district and board meetings and an audited report at the first board meeting of the new fiscal year; (g) close the books and have them ready for an audit at the close of the fiscal year; (h) maintain a current list of clubs and their standing; and (i) notify all clubs when their dues are due and when they are delinquent.
Section 5. Parliamentarian: shall: (a) interpret the bylaws and standing rules of SRVD and Robert’s Rules of Order, Newly Revised, 12th edition; (b) advise the officers, committee chairmen, club presidents, and members on parliamentary law and procedures; (c) maintain a record of all approved motions affecting procedures or policies of SRVD, identifying each by subject and date; (d) vote on all matters except those where she/he is serving as parliamentary law advisor; and (e) shall serve on the board.
Section 6. Past District Director: shall be appointed by the district director. It is preferred the outgoing district director be appointed to serve in the position on the newly elected board. If the outgoing district director is unable to serve, a previous district director may be appointed. The past district director shall (a) advise the board on SRVD and CGCI policies and procedures; (b) assist the board as needed; and (c) be available to assist other district officers and committee chairmen.
Section 7. Officer Procedure Books: Each officer shall (a) keep a
procedure book of activities; and when their term of office ends (b) shall deliver to his/her successor each procedure book and all papers, records, and supplies in their possession.
ARTICLE VI – BOARD OF DIRECTORS
Section 1. Designation: The board of directors shall consist of the elected and appointed officers and all club presidents and affiliate presidents. Elected officers shall be elected at the annual meeting.
Section 2. Quorum: Five of the SRVD officers from the elected and appointed officers and the past president on the board must be present to constitute a quorum of the board to transact business.
Section 3. Duties of the board: The board shall (a) serve as the budget committee; (b) compile the annual budget and present it at the first board meeting held in the fiscal year; (c) make
recommendations to board members concerning business and affairs of SRVD; (d) have the authority, between district meetings, to transact all business of SRVD and vote on disbursements of money; (e) review and finalize all plans for district meetings; and (f) perform such duties as may be prescribed by the voting body;
(g) not modify any legitimate or proper action taken by the voting body at the district meetings; (h) not take any action upon a project which contemplates monetary contributions from member clubs unless the details of such projects have been presented at the previous meeting
Section 4. Voice and Vote: Members of the board shall each have a voice and vote, however, the parliamentarian shall not vote on parliamentary law matters. In the event a club president is serving as one of the officers, his/her club shall be represented by an additional member of that club.
Section 5. Meetings: Meetings of the board may be called at any time by the district director or by any four of its members. Notice shall be given to each member of the board and it shall include the time, place, and purpose of the meeting. Such notice shall be given
at least two weeks before the time specified for the meeting.
Section 6. Chairmanship or Responsibility: Each member of the board is encouraged to assume a chairmanship or responsibility for some project(s) of SRVD.
ARTICLE VII – NOMINATIONS
Section 1. Nominating Committee: Shall consist of a chairman and four additional members appointed by the board. Two of the four shall have served on the board during the current or past year. No more than two members shall be from the same club.
Section 2. Duties of the Nominating Committee: The committee shall form a slate of nominees for district officers. No more than two of these shall be from the same club. The slate of nominees will be presented at the second district meeting of the year after having been previously presented to the board at a board meeting. Nominations may also be made at the last district meeting of the year, prior to the vote for the nominees by the voting body.
ARTICLE VIII – ELECTION OF OFFICERS
Section 1. Election. Nominees will be elected at the May meeting. Nominations may be made from the floor at the May meeting, providing the nominees have given their permission. When more than one candidate has been nominated for an office, elections shall be held by ballot; when only one candidate is nominated for an office, elections can be held by voice vote. A plurality shall elect.
Section 2. Term of Office: The term of office for all SRVD officers shall be for one year. No officer shall serve more than two years, unless he/she assumed a previous vacancy before being elected. After two terms an officer may serve a third year or more if approved by the board. These restrictions do not apply to the parliamentarian.
Section 3. Co-Officers: If an office is held by two members as co-officers, they shall each be allowed to attend board meetings and each shall have a vote.
Section 5. Vacancies: All vacancies in the elective offices of SRVD shall be filled by a majority vote of the board. If there is a vacancy in the office of district director, the assistant district director shall succeed; if the assistant district director declines, the vacancy shall be filled by the board. After three consecutive absences from district, board, or special meetings, without prior approval from the board, any office can be declared vacant. All requests for leave of absence shall be submitted in writing to the board for action. If at any time an officer is unable or refuses to perform his/her duties, the board shall appoint a new officer to the position. If the office of past district director is vacated any past district director can be appointed by the board to fill the vacancy.
Section 6. Assumption of Duties: Elected and appointed officers shall be installed at the May district meeting and assume district duties at that time, except for the treasurer who shall assume office on July 1, the start of the new fiscal year. The district director will also be installed at the CGCI Convention to serve on the CGCI board of directors.
ARTICLE IX – CHAIRMEN AND COMMITTEES
Section 1. Designation: SRVD shall have committees and
chairmen appointed by the district director, corresponding as nearly as possible to similar CGCI committees. Special committees may be appointed as the district director deems necessary.
Section 2. Chairman’s Eligibility and Term. All chairmen shall be members of SRVD. No member may serve as chairman of the same committee for more than two consecutive terms of one year, except when such chairman shall have assumed the unexpired term of a previously appointed chairman. Exceptions may be made at the discretion of the board.
Section 3. Duties of Chairmen: Each committee chairman shall establish contact with the corresponding state chairman to receive information for distribution to his/her district and clubs. Each chairman shall keep a procedure book of reports and activities for the year and upon expiration of his/her term shall deliver to his/her successor such procedure books, papers, records, reports and supplies in their possession. Each chairman shall present a final written report at the annual district meeting in May.
ARTICLE X – MEETINGS
Section 1. Regular meetings: Shall be held at least four times each fiscal year, including district meetings and board meetings. Meetings shall be determined by either the district director or the
board. Dates, times, and place shall be given to the board two
weeks prior to the time specified for the meeting.
Section 2. The Annual Meeting: Shall be held at the May district
meeting for the purpose of electing and installing officers and club presidents; receiving reports of officers, club presidents, committee chairmen, and any other business that may arise.
Section 3. Quorum: For transaction of business at a district meeting the quorum shall be forty members of the voting body.
Section 4. Voting Body: At district meetings the voting body shall consist of the board and all garden club members present in good standing within SRVD. Each person shall have one vote regardless of the of the number of clubs with which she/he is affiliated. Voting by proxy is not permitted.
Section 5. Representation at CGCI Meetings: The voting body at all CGCI conventions, fall and winter board meetings, shall consist of members of the CGCI board of directors, including their alternates and delegates from member clubs. Member clubs shall be entitled to representation by the club president or alternate, and
additional delegates as follows:
Clubs of 25 or less one delegate
Clubs of 26-50 members two delegates, and
Clubs of 51-100 members three delegates
Increase one delegate for every fifty additional members or portions thereof. The word “delegate” shall appear on the badges of each delegate to the CGCI convention. Alternates, in the absence of delegates, shall wear the delegate badge at all voting sessions. Club and affiliate presidents shall certify the names, postal and email addresses and identifications to the CGCI credentials chairman at least twenty-one days prior to the opening of the convention meeting.
ARTICLE XI – ELECTRONIC MEETINGS AND VOTING
Section 1. Meetings for the board, the general membership, committees and other assemblies may be conducted in other ways when in-person meetings cannot be held due to local, state, or national emergencies.
Section 2. The board may authorize meetings using electronic means, telephone, or other current technology.
Section 3. The usual procedures used for in-person meetings shall be followed for electronic meetings, including notification of meeting date and time, posting the agenda, roll call, quorum requirements, etc. The chairman shall post access codes and other information for participation.
Section 4. Voting on motions and other club business may be conducted in various ways, including in-person voice, written ballot, e-mail, telephone, postal, online survey tools, electronic ballot, Cloud meetings or other ways agreeable to the voting body.
ARTICLE XII – PARLIAMENTARY AUTHORIY
The rules contained in the current edition of Robert’s Rules of
Order, Newly Revised, 12th edition, shall govern in all cases to which they are applicable and consistent with these bylaws, standing rules, and any special rules of order SRVD adopts.
ARTICLE XIII – AMENDMENTS
These bylaws may be amended at any district meeting by the affirmative vote of two-thirds (2/3) of the voting body present, providing that the proposed bylaw changes have been presented at the previous district meeting. Bylaws may also be amended by a two-thirds (2/3) vote by mail ballot (electronic or postal) if a meeting cannot be held due to a local, state, or national emergency..
ARTICLE XIII – AMENDMENT TO THE BYLAWS REQUIREMENTS TO BE EXEMPT AS AN ORGANIZATION DESCRIBED IN SECTION 501(c)(3) OF THE INTERNATION REVENUE CODE
Section 1. Said organization is organized exclusively for charitable, educational, or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 2. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.
Section 3. No substantial part of the activities of the organization shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Section 4. Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization 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,
or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section. 5. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed
of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
“With congeniality … come for the knowledge … stay for the friendship”