GARDEN CLUB OF DEARBORN BYLAWS AS REVISED JUNE 2016
ARTICLE I: NAME
The name of this organization shall be THE GARDEN CLUB OF DEARBORN, INCORPORATED, (a member of the MICHIGAN GARDEN CLUBS, INCORPORATED), hereinafter referred to as the Club.
ARTICLE II: OBJECTIVES
The objectives of the Club shall be: to stimulate the knowledge and love of gardening by encouraging interest in all phases of home gardening and sound horticultural practices; to aid in the conservation of our natural resources and the preservation of our native flora and fauna; to promote civic beauty by encouraging and contributing to landscape development in our community.
ARTICLE III: MEMBERSHIP
Section 1 – An individual interested in the objectives of this Club is eligible to become a member.
Section 2 – An application for new membership shall be signed by two (2) members in good standing. All applications must be presented to the Administrative Board for approval by the Personnel Chairman, or in the event of absence or incapacity, by the Vice President-Membership or the President.
An application received by transfer through the State Membership Chairman does not require local sponsorship.
A former member who left the Club in good standing may reapply for membership to the Personnel Chairman. The new member attendance requirement shall be waived. To be in good standing, a former member must have attended the required number of meetings, if applicable.
Section 3 – A former member who discontinues membership under other circumstances will be required to apply under the procedures outlined for new members.
Section 4 – All members are considered ACTIVE members.
(a) A TWENTY-FIVE YEAR membership shall be conferred on a member at the September General Meeting who is in good standing and in the twenty-fifth (25th) year of Membership. A 25-year member shall be counted as an active member, but will be excused from the attendance requirement.
Section 5 – The Dearborn Garden Club’s fiscal year shall be from July 1 to June 30 of the following year. The anticipated Club meetings shall be the second Monday in September to the second Monday in June.
ARTICLE IV: DUES
Section 1 – Annual dues of ACTIVE members shall be thirty ($30) dollars.
Section 2 – A member joining the Club after the January General Meeting shall pay dues of fifteen ($15) dollars.
Section 3 – Annual dues shall be payable on or before the Annual June General Meeting. Members whose dues are delinquent July 1, and who have been duly notified in writing, shall be automatically dropped from the membership rolls.
ARTICLE V: BOARD OF DIRECTORS
Section 1 – The Board of Directors shall be composed of four (4) elected Directors and the President of the Club.
Section 2 – The term of office, other than President, shall be four (4) years, beginning at the June meeting of the Board, following election. A Director elected for a full term may not succeed oneself.
A Director filling the remainder of an unexpired term may succeed oneself if not in office longer than two (2) years. The Nominating Committee shall be reactivated in the event of a vacancy on the Board.
Section 3 – At its June meeting, the Board shall elect one of its members (other than the President of the Club) to serve as Chairman for a one-year non-successive term.
Section 4 – The Recording Secretary of the Club shall keep minutes of the Board Directors meetings, without voice. Chairman is to approve minutes.
Section 5 – There shall be a two-year interim between the term of President and Director.
Section 6 – To be eligible for election to the Board, a member shall have served previously as an Officer or Standing Committee Chairman of the Club, and have been a member of the Club for a minimum of six (6) years.
Section 7 – It shall be the responsibility of the Board of Directors to:
(a) Recommend major policy changes to the Administrative Board, such as changes in BYLAWS, MANUAL OF DUTIES, or POLICIES and PROCEDURES.
(b) In the absence of the President, designate a Vice President to assume the duties of President in the event such designation has not been made by the President,
(c) Have one of its members attend the Administrative Board meetings as a non-voting member,
(d) Review the recommendation of the Bylaws Special Committee and submit their comments / recommendations to the Administrative Board,
(e) Review the Annual Reports of the Administrative Board at the close of each administration and give appropriate suggestions to the incoming President,
(f) Arrange with the Treasurer for an external audit of the Treasurer’s books at the close of each administration,
(g) In the event of dissolution of the Club, pay, or make provision to pay, all debts of the Club, and dispose of all remaining assets as described under BYLAWS ARTICLE XVII – DISSOLUTION, and
(h) Perform all duties outlined in the MANUAL OF DUTIES.
ARTICLE VI: ADMINISTRATIVE OFFICERS
Section 1 – The Officers of the Club shall be the: President, Vice President – Program, Vice President – Membership, Vice President – External Affairs, Recording Secretary, Communications Secretary and Treasurer.
Section 2 – All Officers shall be elected to a two (2) year term at the April General Meeting held in the odd-numbered years. Their term of office shall commence at the adjournment of the Annual June General Meeting at which they were installed. Any vacancy occurring in an office shall be filled by the President with the approval of the Administrative Board.
An Officer shall not remain in the same office more than two (2) consecutive terms, excepting the Parliamentarian and Treasurer. Any part of a year in excess of six (6) months shall be considered a year in deciding eligibility to office.
Section 3 – The President shall:
(a) Direct and coordinate the Club’s overall program in keeping with State and National objectives, and conduct meetings according to the Club’s BYLAWS, MANUAL OF DUTIES, POLICIES and PROCEDURES, and ROBERT’S RULES OF ORDER REVISED.
(b) Serve as a member of the Board of Directors,
(c) Preside at all meetings of the Club and Administrative Board,
(d) Appoint the Parliamentarian, Librarian, Awards Chairman, Historian, and all Special Committee Chairmen,
(e) Concur in the appointment of all Committee Chairmen selected by the Vice Presidents,
(f) Be an ex-officio member of all committees, except the Nominating Committee,
(g) Serve as Chairman of the Budget Committee,
(h) Designate a Vice President to assume the duties of the President in the event of absence or incapacity, and
(i) Perform all duties outlined in the MANUAL of DUTIES.
Section 4 – The general responsibilities of all Vice Presidents shall be:
(a) Upon designation by the President or the Board of Directors, assume the duties of the President in the event of absence or incapacity.
(b) Discharge such other duties as may from time to time be required of them by the President or Board of Directors,
(c) Appoint Chairmen in charge of various committees under their supervision after consulting with and receiving the concurrence of the President Committees.
(a) Assume the duties of Standing Committee Chairman under their supervision in the event of absence or incapacity, and
(b) Perform all duties outlined in the MANUAL OF DUTIES.
Section 5 – The Recording Secretary shall –
(a) Keep minutes of all meetings of the Club and Administrative Board, submitting a copy to the President for approval, and Chairman of the Board of Directors following each meeting,
(b) Keep minutes of all meetings of the Board of Directors, without voice, submitting a copy to the Chairman for approval,
(c) Be custodian of all records and papers pertaining to the office, and
(d) Perform all duties outlined in the MANUAL of DUTIES.
Section 6 – The Communications Secretary shall –
(a) Carry on the correspondence of the Club, submitting a copy to the President, send notices of special meetings to the Board of Directors and Administrative Board members.
(b) Be custodian of all records and papers pertaining to the office, and maintain a data base to promote effective communication with members.
(c) Perform all duties outlined in the MANUAL of DUTIES.
Section 7 – The Treasurer shall –
(a) receive all revenue of the Club,
(b) keep an itemized account of all receipts and disbursements
(c) pay all authorized bills,
(d) present a written report at each regular meeting of the Club,
(e) be a member of the Budget Committee and present the Budget to the Administrative Board and general membership for approval,
(f) assume the duties of Resident Agent of the Club, and be responsible for the Annual Report to the Michigan Corporation and Securities Commission,
(g) be responsible for the Annual Sales Tax Report to the State of Michigan,
(h) prepare a financial report at the close of the Club’s fiscal year,
(a) submit the books for an external audit at end of the term of office, not to exceed two (2) consecutive terms, and
(b) perform all duties outlined in the MANUAL of DUTIES.
ARTICLE VII: ADMINISTRATIVE BOARD
Section 1 – The Administrative Board shall include:
- Standing Committee Chairmen
- Awards Chairman
- Study Group Chairmen
- Representative of the Board of Directors
Administrative Board shall be responsible for:
(a) conducting the overall business of the Club,
(b) serving as an advisory group to the President,
(c) Reviewing Bylaw changes recommended by the Bylaws Special Committee/Board of Directors, and if they concur, presents it to the general membership for approval, as outlined in BYLAWS Sections 1,2,3, of ARTICLE XIV – AMENDMENTS and the MANUAL of DUTIES.
(d) Approving all major plans, programs and projects developed by the Officers and Chairmen. No such plan, program, or project shall be publicly announced in any way prior to approval of the Administrative Board, (e) approving expenditures not included in the approved Budget, not to exceed one hundred dollars ($100), and
(e) Performing all duties outlined in the MANUAL of DUTIES.
Section 2 – An Administrative Board member may remain in the same office for more than two (2) consecutive terms, or until a successor has
been selected. Any part of a year in excess of six (6) months shall be considered a year in deciding eligibility to office.
ARTICLE VIII: COMMITTEES
Section 1 – Standing Committee Chairperson may serve on the Administrative Board more than two (2) consecutive terms in the same Administrative Board position, if no other member is available to serve in this capacity.
Section 2 – Special Committee Chairperson, because of the temporary character of their responsibilities, does not serve on the Administrative Board, but may attend to the extent required by their duties as non-voting members.
Section 3 – The Vice Presidents shall appoint and supervise the following Standing Committees:
(a) Vice President Programs
- Landscape Design
- Ways and Means
(b) Vice President Membership
(c) Vice President – External Affairs
- Conservation & Legislation
- Holly Berry Brunch
- Horticulture Therapy
- MGC / NGC (Reservations)
- Museum Guild / DCAC/ISCC
Section 4 – The Budget Committee shall include the President, immediate Past President, Treasurer, immediate Past Treasurer, Vice President – Program, and Ways and Means Chairman. The Immediate Past Treasurer shall serve on this committee in an advisory capacity only.
The Budget Committee shall present the Budget to the Administrative Board for approval prior to submitting it to the membership for approval at the September General Meeting. A majority vote shall constitute approval. Charitable donations are to be reviewed following the annual fundraiser.
Monies allocated in the approved Budget may be spent without further vote of the Club.
Section 5 – The Nominating Committee shall consist of the following five (5) members to be elected at the October meeting preceding the biennial election. A majority vote shall elect.
(a) Two (2) members by and from the Administrative Board. If more than (2) nominees, election shall be by ballot.
(b) Three (3) members by and from the general membership, who shall not be a member of the Board of Directors or Administrative Board. If more than Three (3) nominees, election shall be by ballot.
A member of the Nominating Committee may not succeed oneself.
Section 6 – The Bylaws Special Committee, appointed by the President, shall consist of at least two (2) members and the Club President. The Chairman shall be determined by this group.
A member shall not serve more than two (2) consecutive terms. Any part of a year in excess of six (6) months shall be considered a year in deciding eligibility.
The Committee shall submit its recommendations in writing to the Board of Directors prior to the January meeting of the Board.
The Bylaws Special Committee Chairman shall present the recommendations of the Committee and the Board of Directors to the Administrative Board.
If the Administrative Board concurs, it shall be presented to the general membership, as outlined in BYLAWS SECTION 1, 2, 3 of ARTICLE XIII AMENDMENTS, and the MANUAL of DUTIES.
Section 7 – The specific duties of all the above committees are outlined in the MANUAL OF DUTIES.
ARTICLE IX: STUDY GROUPS
Section 1 – Study Groups may be formed upon recommendations of the Administrative Board.
Section 2 – The Chairman and program shall be determined by each group. The Chairman shall serve on the Administrative Board, reporting directly to the President.
Section 3 – In the event of dissolution, a letter shall be submitted to the President of the Club.
Section 4 – The Study Group Chairmen bear the same general relationship to the Study Group as the President of the Club does to the membership. The specific duties are outlined in the MANUAL of DUTIES.
ARTICLE X: AFFILIATIONS
Section 1 – The Club shall be a member of the following organizations:
- Dearborn Community Arts Council
- Museum Guild
- Inter Service Club Council
Section 2 – Participation shall be at the discretion of the Administrative Board and general membership.
Section 3 – The Club shall financially support only individuals, groups or organizations that contribute to or further the objectives of the Club or the Michigan Garden Clubs, Inc.
ARTICLE XI: MEETING
Section 1 – The Board of Directors shall meet in January and June, or at the call of the Chairman.
Section 2 – The Administrative Board shall meet the first Wednesday of each month during the Club year (September through June), or at the call of the President.
Section 3 – General Meetings shall be held the second Monday of each month during the Club year (September through June), or at the call of the President.
Section 4 – The June General Meeting shall be the Annual Meeting.
Section 5 – Special meetings of the Club may be held at the call of the President, or in the absence of the President, by the Chairman of the Board of Directors.
ARTICLE XII: NOMINATIONS and ELECTIONS
Section 1 – The Nominating Committee at the March meeting preceding the biennial election at the April meeting in the odd-numbered years shall present nominees for the following offices:
Two Year Term
- Vice President – Program
- Vice President – Membership
- Vice President – External Affairs
- Recording Secretary
- Communications Secretary
Four Year Term
- Board of Directors (2)
Section 2 – After the Nominating Committee has presented the slate, nominations may be made from the floor.
Section 3 – If there is more than one (1) nominee for any office, voting on that office shall be by ballot vote. If there Is only one (1) candidate for each office, election can be by voice vote. A majority vote shall elect.
Section 4 – The consent of the nominees must be obtained prior to proposing their names.
ARTICLE XIII: AMENDMENTS
Section 1 – The BYLAWS may be amended at any General Meeting of the Club by two-thirds (2/3) vote of those present.
Section 2 – Amendments to the BYLAWS may be recommended by the Board of Directors, Administrative Board, or the Special Committee appointed by the President.
Section 3 – The proposed amendment shall be submitted in the bulletin to each member at least thirty (30) days prior to voting.
Section 4 – The MANUAL of DUTIES or the POLICIES and PROCEDURES may be amended at the recommendation of the Board of Directors to the Administrative Board without membership approval. A majority vote of those present is needed to carry.
ARTICLE XIV: QUORUM
Section 1 – Three (3) members shall constitute a quorum of the Board of Directors.
Section 2 – Eight (8) members shall constitute a quorum of the Administrative Board.
Section 3 – One-fifth (1/5) of the total membership shall constitute a quorum at a regular of Special General Meeting.
ARTICLE XV: PARLIAMENTARIAN AND PARLIAMENTARY AUTHORITY
Section 1 – The Parliamentarian shall rule upon all parliamentary procedures according to ROBERT’S RULES OF ORDER REVISED on all points not covered by the Club’s BYLAWS, MANUAL of DUTIES, or POLICIES and PROCEDURES.
Section 2 – The Parliamentarian, or substitute approved by the President, shall attend all Administrative Board and General Meetings.
Section 3 – No standing rule, resolution, or motion is in order that conflicts with the BYLAWS.
ARTICLE XVI: DISSOLUTION
Section 1 – In the event of dissolution of the Garden Club of Dearborn, Inc., the Board of Directors in office at the time of dissolution, or such body as required by law, shall, after paying or making provision for payment of the Club’s debts, dispose of all the remaining assets of the Club to a legally
constituted non-profit, charitable, scientific, literary or educational organizations or institutions which qualify for exemption under the applicable provision of the Internal Revenue Code, as amended.
Section 2 – None of the property or any other asset of the Club, nor any portion thereof, shall be distributed to or for the use of any member of the Club.
Amended September, 1986; February, 1987; June, 1990; February, 1992; May, 1993; May, 2000; June 2005; June 2011, May 2015, May 2016
- Effective 2005, the Flower Arrangers Guild is no longer affiliated with Garden Club of Dearborn, and sections of the bylaws pertaining to this sub-group are invalid as of this printing.
- Effective June 2005, the name of the state organization changed from “Federated Garden Clubs of Michigan” to “Michigan Garden Clubs, Inc.“
- Effective 2004, the name of the national organization changed from “National Council of State Garden Clubs” to “National Garden Clubs, Inc.”