BY-LAWS
THE CONSTITUTION OF RUSTICUS GARDEN CLUB, INC.
Article I.
The name of this Association shall be Rusticus Garden Club, Inc. (hereinafter the “Club”).
Article II.
The purpose of the Club is to promote the knowledge and love of gardening, horticulture and floral design; to further appreciation of the beauty and composition of gardens; and to restore, improve, and protect the quality of our environment through educational programs and initiatives in the fields of conservation and civic improvement.
Article III.
The affairs of the Club shall be conducted in accordance with the Bylaws hereinafter set forth.
Article IV.
This is a revised Constitution of Rusticus Garden Club, Inc., combining the Articles of Constitution as adopted in May 1939, together with amendments passed after that date and to the present date of August 2020.
Article I.
The name of this Association shall be Rusticus Garden Club, Inc. (hereinafter the “Club”).
Article II.
The purpose of the Club is to promote the knowledge and love of gardening, horticulture and floral design; to further appreciation of the beauty and composition of gardens; and to restore, improve, and protect the quality of our environment through educational programs and initiatives in the fields of conservation and civic improvement.
Article III.
The affairs of the Club shall be conducted in accordance with the Bylaws hereinafter set forth.
Article IV.
This is a revised Constitution of Rusticus Garden Club, Inc., combining the Articles of Constitution as adopted in May 1939, together with amendments passed after that date and to the present date of August 2020.
BY-LAWS OF RUSTICUS GARDEN CLUB, INC.
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Section I. Officers.
A. The officers of the Club shall be President(s), Vice President(s), Recording Secretary, Corresponding Secretary, Treasurer, and such other officer or officers as the Executive Committee may appoint pursuant to the authority given it in Section II of these Bylaws. B. The President(s), and in her absence the Vice President(s), or their designated representative, shall preside at all meetings of the Club and of the Executive Committee, and shall exercise the usual functions of a President. C. The Recording Secretary shall keep the minutes of all meetings of the Executive Committee and of the Annual Meeting of the Club. D. The Corresponding Secretary shall conduct the correspondence of the Club and shall give notice of all meetings of the Club and of the Executive Committee not included in the monthly Club Bulletin. E. The Treasurer shall collect all revenues of the Club and shall pay all debts of the Club incurred by the Executive Committee or by its authority. At each Annual Meeting, the Treasurer shall submit to the members the balance sheet, as well as the income and expenditures statement of the Club, for the preceding year. She shall also report at each regular meeting of the Executive Committee the financial condition of the Club at the close of the previous month. Her accounts and reports shall be subject to such audits as the Executive Committee may prescribe. She shall fulfill the duties of the GCA Club Administrator with the help of related Club Chairs. F. Each officer shall also perform such other duties as the Executive Committee may assign. G. No member shall hold the same office for more than two consecutive years unless requested by the President. Section II. Executive Committee A. The President(s), Vice President(s), Recording Secretary, Corresponding Secretary, Treasurer, and Committee Chairmen shall constitute the Executive Committee which shall control and manage the affairs, funds, property, and expenditures of the Club and shall carry out its purposes and execute its Bylaws. B. The Executive Committee at any time may appoint other officers and committee chairs as it may deem expedient, and such officers and chairs shall perform the duties assigned by the Executive Committee. C. The Executive Committee shall submit at each Annual Meeting a general report of the affairs of the Club. D. The Executive Committee shall hold a regular meeting each month except July and August and shall report to the members on its activities during the preceding month. Special meetings may be held when ordered by the President or by written request to the President by three members of the Executive Committee. The President shall give notice of the time and place of all meetings at least five days prior to the date thereof. A majority of the members present at an Executive Committee meeting shall constitute a quorum. E. Any member of the Executive Committee who shall be absent from required meetings in any ten-month period without satisfactory explanation shall thereby cease to be a member of such committee. Section III. Standing Committees A. There shall be the following Standing Committees:, Civic Gardens, Communications, Community Engagement, Conservation, Flower Show and Floral Design, Fundraising, Horticulture, Hospitality, Long Range Planning, Membership and Programs or any other such committee as the President may deem necessary. Committee Chairs shall be appointed by the President from among the Active Members and shall serve until their successors are appointed. The Standing Committees shall have such members as the President may designate.
B. All Standing Committees, except Communications and Membership, shall hold at least one meeting a year. In addition, each Standing Committee shall have other duties as the Executive Committee may prescribe. Section IV. Membership There shall be five classes of membership: Active, Associate, Affiliate, Provisional, Honorary and Emeritus as hereinafter described. A. The combined number of Active Members shall not exceed one hundred (100). This number may be changed by action of the Executive Committee. Active Members shall grow and arrange flowers, maintain their own gardens, and participate in Club activities and projects. Any Active Member, who shall be absent from three regular membership meetings of the Club in any ten-month period without satisfactory excuse shall annually have their membership standing reviewed by the Executive Committee. Active Members shall be entitled to one vote on each matter voted at all meetings of the Club and shall be eligible to be Officers, and members of the Executive Committee. Proposals of candidates for Active Membership shall be made in writing, to the Membership Chair, by one Active Member and seconded, in writing, by one other. |
Section IV. Membership (continued)
B. The number of Associate Members shall not exceed twenty-five (25). This number may be changed by action of the Executive Committee. Associate Members shall be chosen from Active members in good standing who have completed not less than eight (8) years of satisfactory service and who no longer desire to maintain their Active status. Associate Members may attend Club meetings and act as hostesses, as well as assist and exhibit at Club flower shows. They shall be eligible to serve on the Executive Committee or to chair a Standing Committee upon special action of the Executive Committee, and may serve as committee members if they so desire. Associate Members desiring to resume Active Membership shall receive priority after Provisional Members (in order of application) on the waiting list. C. The number of Affiliate Members shall be unlimited. Affiliate Members shall be chosen by a majority vote of the Executive Committee and shall be members who have completed not less than ten (10) years of satisfactory service or have become non- residents as defined by the Garden Club of America, and who no longer desire or are able to participate in Club activities. Affiliate Members may attend Club meetings and exhibit at Club flower shows. They shall be ineligible to hold any Club office, serve on any committee or vote in Club affairs. D. The number of Provisional Members shall not exceed twenty-two (22). This number may be changed by action of the Executive Committee.  Provisional Members shall be those who are interested in the purposes of the Club and who have been proposed, in writing, by one Active member and seconded, in writing, by one Active member of the Club. Provisional Members must attend at least three regular membership meetings each year, must serve on a committee and may exhibit at Club flower shows. However, they are ineligible to hold any Club office or vote in Club affairs. Provisional Members must accept Active Membership when offered. Provisional Members attending fewer than three regular membership meetings in any ten-month period without satisfactory excuse shall cease to be Provisional Members. E. The election of a member to Honorary Membership shall be solely at the invitation of the Executive Committee with consideration of the member’s present status and past exemplary service to the Club well beyond that normally required of membership. Honorary Members may attend Club meetings and exhibit at Club Flower Shows. They shall be ineligible to hold any Club office, serve on any committee or vote in Club affairs. Honorary Membership status shall apply to Club Membership only and shall not include membership in the Garden Club of America. Honorary Members will be exempt from paying Club dues. F. A member is nominated for Emeritus status upon attaining fifty consecutive years as an Active, Associate and/or Affiliate member in the club. Once nominated, the change in status will be ratified by the Executive Committee at the April Executive Committee meeting and announced to the membership at the Annual Meeting.An Emeritus member will have full voting rights and retain membership in the Garden Club of America (GCA) and pay no dues to the club or to the GCA. The club will fulfill the dues obligation to the GCA until such time as the member no longer wishes to be a member of the GCA. Section V. Admissions A. Upon final receipt of all proposal letters, the Membership Chair Shall present the Slate of proposed candidates to the Executive Committee for approval. Thereafter, the approved Slate shall be published in the Club bulletin at least (5) days prior to the next regular meeting of the membership. Any member desiring to protest the admission of a proposed candidate may address the President of the Club, who in turn must submit the complaint to the entire Executive Committee.The Executive Committee shall not present any candidate if two or more members of the Executive Committee object to such candidate. Election to membership shall be by majority vote of Active Members via email or written vote, received by the Membership Chair, not less than 30 days prior to the Annual Meeting. Section VI. Dues A. Dues of Active, Associate, Affiliate and Provisional Members, which include the amount due to the Garden Club of America, shall be recommended and approved by the Executive Committee. B. Dues shall be paid within 60 days of receipt of notice. C. Any member whose annual payment has not been received by the fifteenth day after the due date may be suspended or terminated at the discretion of the Executive Committee. Section VII. Guests All members may invite non-members to attend Club meetings and shall notify the Membership Chair in advance. Each Guest shall sign the guest book and should be introduced to members of the Executive Committee. Section VIII. Meetings A. Unless the Executive Committee shall otherwise determine with no less than ten (10) days notice, the Club shall hold an Annual Meeting in the Spring each year. The Annual Meeting shall receive the reports of Officers and Committee Chairs; shall consider matters referred to it by the Executive Committee; shall elect new members; shall vote on matters submitted heretofore; and shall transact such other business as may properly come before it. B. A special meeting may be called at any time by the President. C. Unless the Executive Committee shall otherwise determine with not less than five days notice to each member, the Club shall hold one regular meeting in each month with the exception of July and August. D. The majority of the attending Active Members shall constitute a quorum at all general meetings of the Club. E. Notice of Club meetings shall be announced in the Club Bulletin, which shall be sent to each member, at her last known mailing or e-mail address, not less than five days prior to the date thereof, stating the time, place, and for special meetings, the purpose of the meeting. No business other than that for which the special meeting is called shall be transacted at such meetings. Section IX. Election of Officers A. At least four (4) months prior to the election meeting, the past President shall appoint a Nominating Committee to select a candidate for President. B. The candidate will select her Slate of Officers which, once approved by the current Executive Committee and published in the May Bulletin, shall be voted on by the general membership at the May membership meeting. Section X. Fiscal Year The fiscal year of the Club shall be from July 1 to June 30 Section XI. Inurnment of Club Income or Assets No portion of the income or assets of the Club shall inure to the benefit of any member of the Executive Committee, Officer or member, or be distributed to any such person upon dissolution of the Club. Section XII. Distribution of Assets In the event of the dissolution of the Club, all of the remaining assets and property of the corporation shall, after necessary expenses thereof, be distributed to such organizations as shall qualify under Section 501(c)3 of the Internal Revenue Code, as amended, subject to an order of the Justice of the Supreme Court of the State of New York. Section XIII. Amendments These Bylaws may be amended at any regular or special meeting of the Club at which not less than two-thirds of the Active Membership are present; provided, however, that written notice of such proposed amendment shall have been sent to each Active and Associate Member not less than thirty (30) days before such meeting. |
