Bylaws
Bylaws Of California Garden Clubs, Inc.
*PROVISO: All bylaw amendments relating to the Golden Gardens Editor including Article V Sec. 1; Article V Sec. 8; Article VI Sec. 1 b(3); Article VII Sec. 1; Article VIII Sec. 1; Article XIII Sec. 1; Article XIII Sec. 3 and Article XIII Sec. 5 shall take effect at the close of the CGCI Convention May 18, 2011. [Brackets] indicate deletions. Underline indicates additions.
ARTICLE I -NAME AND AFFILIATIONS
Sec. 1. The name of this nonprofit corporation shall be California Garden Clubs, Incorporated, hereinafter referred to as CGCI.
Sec. 2. This corporation shall be a member of National Garden Clubs, Inc. (NGC) and Pacific Region and may take membership only in national and international organizations.
ARTICLE II - OBJECTIVES
The objectives of this corporation are as stated in the Articles of Incorporation and also:
1. To create, promote and further interest in horticulture, gardening, floral and landscape design, plant and bird life, and appreciation of the natural beauties of the State of California.
2. To encourage civic beautification and roadside development.
3. To assist in projects for the conservation of our natural resources.
4. To coordinate and centralize the work of the various California garden clubs and bring them into closer relation of mutual helpfulness.
5. To cooperate with other agencies in furthering interests in educational areas.
ARTICLE III - CORPORATE SEAL
The corporate seal shall be circular in form and shall have inscribed upon it the following: “California Garden Clubs, Inc., California. Incorporated May 18, 1936.” The corporate seal shall be registered with the California Secretary of State and is for use on official papers only.
ARTICLE IV - MEMBERSHIP AND DUES
Sec. 1. The membership of this corporation shall consist of 5 classes: garden clubs, associate plant societies, affiliates, life members and all categories of youth gardeners. Voting memberships shall be garden clubs and associate plant societies. Nonvoting memberships shall be all categories of youth gardeners, affiliates and life members.
Sec. 2. A garden club, associate plant society, affiliate, or category of youth gardeners having one or more of the objectives of CGCI shall be eligible for membership providing no sectarian, racial, or political test for membership is required. Bylaws of each membership class shall not conflict with the bylaws of CGCI. Each category of youth gardeners shall be sponsored by a member garden club or district, registered annually with both appropriate CGCI and NGC chairmen and the members shall have all privileges of CGCI except the right to vote and hold office.
Sec. 3. All dues are payable on July 1 and delinquent on October 1. Dues shall be payable to CGCI and mailed to the membership chairman who shall transfer the funds promptly to the treasurer. (a) Garden Clubs and Associate Plant Societies shall pay annual dues of two dollars twenty-five cents ($2.25) per capita which shall include dues to NGC, effective July 1, 2008. (b) The per capita dues of any new club or associate plant society shall accompany application for membership. Clubs or associate plant societies shall forward dues on a quarterly basis for new members accepted during the previous quarter to the membership chairman. (c) Affiliates shall pay annual dues of fifty dollars ($50.00) regardless of size. (d) New clubs and associate plant societies joining CGCI between January 1 and June 30 shall pay one-half of the annual dues for the period up to June 30. They shall be ratified at the winter board meeting or the pre-convention meeting and shall be entitled to representation at the convention. (e) If dues are not paid by October 1, clubs and associate plant societies become ineligible for CGCI liability insurance and participation in the CGCI awards program. In addition, clubs also become ineligible for the CGCI 501(c)(3) IRS Group Exemption. (f) All categories of youth gardeners shall pay no dues to CGCI. Membership dues to NGC, including dues for youth gardeners, and dues to Pacific Region shall be paid annually from the general fund. (g) Life memberships are honorary and require a one-time contribution of one hundred dollars ($100.00). Life membership contributions after June 1, 1997 will not include Golden Gardens. A club or associate plant society shall pay state dues for all members, including life members.
ARTICLE V - OFFICERS AND THEIR DUTIES
Sec. 1. (a) Elected officers shall be president, first vice-president, second vice-president, third vice-president, recording secretary, corresponding secretary, financial secretary, and treasurer [and Golden Gardens editor.*] (b) The appointed officer shall be the parliamentarian. NOTE: The office of Golden Gardens editor will be retained for the 2009-2011 administration but will be eliminated with the 2011-2013 administration.
Sec. 2. The president shall: (a) be the chief executive officer and official representative of CGCI, (b) preside at all meetings of the board of directors, the executive committee, the convention and the post convention, (c) appoint the parliamentarian, all chairmen of standing and special committees (except the nominating committee, board of trustees, advisory council, budget and finance), and fill vacancies on the board of trustees. All appointments shall be presented to the board of directors for ratification, (d) be an ex-officio member of all committees, except the nominating committee, and (e) perform all other duties pertaining to the office.
Sec. 3. The vice-presidents, in their order, shall: (a) perform the duties of the president in the absence of or at the request of the president and (b) accept a chairmanship as assigned by the president. The first vice-president shall become president-elect at the end of the fall board meeting preceding the election year.
Sec. 4. The recording secretary shall: (a) keep minutes of meetings and distribute copies to the appropriate recipients within six weeks of each meeting, (b) maintain a file of amendments to bylaws and standing rules, (c) notify the board of directors of their elections or appointments, (d) keep the corporate seal, records and papers of the corporation, (e) provide a bound copy of the minutes of the administration for the permanent files and (f) perform such other duties prescribed by board of directors.
Sec. 5. The corresponding secretary shall: (a) conduct correspondence of the corporation under the direction of the president, (b) mail (electronic or postal) notices of meetings,
(c) mail (electronic or postal) following the organizational meeting, the official roster of names, addresses and telephone numbers and email addresses of CGCI officers, district directors and chairmen to the Pacific Region alternate director and to NGC headquarters, and subsequent changes as they occur, (d) mail (electronic or postal), following notification from the membership and life membership chairmen, the names and addresses of CGCI president, Golden Gardens editor, club and associate plant society presidents, and current list of NGC life members to NGC headquarters, ATTN: Circulation, (e) supervise the mailing (electronic or postal) and count of any emergency ballot directed by the executive committee.
Sec. 6. The financial secretary shall: (a) issue authorization, using the warrant system, to the treasurer for all budgeted expenses, transfer of funds, and for payment of all bills authorized by the board of directors, (b) prepare financial statements for board of directors meetings, (c) serve as chairman of the finance and budget committee.
Sec. 7. The treasurer shall: (a) receive all monies collected in the name of CGCI, (b) deposit all monies in the name of CGCI with bank(s) authorized by the board of directors in designated general or specific accounts, (c) administer CGCI funds as authorized by the board of directors, (d) sign all checks, (e) upon receipt of authorization from the financial secretary, issue checks in payment of bills, (f) upon receipt of authorization from awards chairman, issue checks to award winners, and (g) prepare financial statements for the board of directors’ meetings.
[Sec. 8. The Golden Gardens editor shall supervise publication of Golden Gardens.*] NOTE: The office of Golden Gardens editor will be retained for the 2009-2011 administration but will be eliminated with the 2011-2013 administration.
Sec. 8. The parliamentarian shall: (a) advise on points of parliamentary law and procedure when requested, (b) maintain a record of all resolutions and motions adopted during each term of office which affect procedure or policy and provide a copy for the policy chairman and the permanent files, (c) serve as advisor to the bylaws committee, (d) give instruction to the nominating committee following the organizational board meeting and, (e) may vote only by ballot.
ARTICLE VI - NOMINATIONS AND ELECTIONS
Sec. 1. Officers (a) When elected and term of office: 1. Officers shall be elected at the convention in odd-numbered years and assume office at the end of convention in the election year. 2. Term of office of all officers shall be two years or until their successors are elected or appointed. Any officer who has served more than half a term is considered to have served a full term in that office. (b) Eligibility: 1. All officers shall hold membership in a member garden club. 2. All elected and appointed officers, except one financial officer per administrative term, shall have served previously on the board of directors. 3. The treasurer, recording, corresponding, and financial secretaries, [treasurer and Golden Gardens editor*] only shall be eligible for two terms. No officer shall serve longer than four years in any one position except that eligibility restrictions shall not apply to the appointive office of parliamentarian. 4. The president and first vice-president shall have served at least three years on the board of directors and one or more years on the executive committee and (a) as president of a member garden club, or (b) as district director. 5. The second and third vice-presidents each shall have served at least two years on the board of directors and shall have served in one of the following capacities: (a) president of a member garden club; or (b) district director; or (c) member of the executive committee. 6. The financial secretary and treasurer shall have knowledge of banking procedure and of recording financial transactions. (c) Elections 1. At convention, after the nominating committee has presented its report and before voting for the different officers takes place, the chair must call further nominations from the floor. 2. The election shall be held on the first day that business is conducted at the convention. 3. The election board shall be composed of five members appointed at the winter board meeting from the board of directors: a chairman, two tellers, a clerk and a judge. 4. Vote shall be by ballot unless there is only one candidate for each office, when election shall be held by voice vote. 5. A majority vote shall elect. If a particular office is not filled after three ballots, then the next ballot shall be a run-off election between the two candidates for that office who received the highest number of votes on the third ballot. 6. In the event of an emergency and cancellation of convention, the executive committee shall conduct the election by mail (electronic or postal). (d) Vacancies: 1. In the event of a vacancy in an elected office, the president shall be empowered to appoint an interim officer, such appointment to be approved by the executive committee and ratified by the board of directors at the next meeting. 2. In the event of a vacancy in the office of president, the president-elect or first vice president shall succeed. If the president-elect or first vice president declines, the second and third vice presidents shall succeed in order. If the second and third vice presidents decline, the vacancy shall be filled by the board of directors, voting upon the recommendation of the executive committee. NOTE: The office of Golden Gardens editor will be retained for the 2009-2011 administration but will be eliminated with the 2011-2013 administration.
Sec. 2. Nominating Committee: (a) When elected and term of office: 1. A nominating committee of seven (7) shall be elected following the election of officers at the convention in odd-numbered years. 2. Term of office of all nominating committee member(s) shall be two years, or until their successors are elected or appointed. (b) Eligibility: 1. Each member shall have served on the board of directors and shall be present when nominated. 2. No member shall serve more than two terms and the terms shall not be consecutive. 3. No district shall be represented on the committee two consecutive terms. (c) Election: 1. Following the election of officers, the chair shall call for nominations from the floor. 2. Vote shall be by ballot unless there are only seven (7) members nominated, when election shall be held by voice vote. 3. A plurality vote shall elect. (d) Duties: 1. The committee shall assume office at the end of convention in the election year. 2. The committee shall elect a chairman. Five members shall constitute a quorum. 3. At the Fall Board Meeting, in odd-numbered years, the committee shall notify all board members of offices to be filled, such notice to be published in Golden Gardens. 4. The chairman of the committee shall file with the president, two weeks before the winter board meeting of odd-numbered years a slate of at least one candidate for each office. 5. The slate shall be included in the chairman’s preliminary report at the winter board meeting in odd-numbered years and shall be appended to the call to convention. (e) Vacancies: 1. In event of a vacancy, the president shall appoint a replacement from the same district of the vacating member.
ARTICLE VII -BOARD OF DIRECTORS
Sec. 1. Composition of the CGCI board of directors shall be: (a) officers, (b) district directors, (c) members of the nominating committee, (d) members of the board of trustees, (e) members of the advisory council, (f) members of the bylaws committee, (g) members of the Circle of Poppies, and (h) [of standing and special committees] editor and members of the Golden Gardens committee and (i) all committee chairmen.* One-third shall constitute a quorum. No member shall be entitled to more than one vote. NOTE: The office of Golden Gardens editor will be retained for the 2009-2011 administration but will be eliminated with the 2011-2013 administration.
Sec. 2. The board of directors shall be the governing body of this corporation and shall:
(a) at no time modify action taken by members at the annual convention, (b) transact routine business, (c) adopt policies and procedures, (d) adopt standing rules, and (e) ratify all classes of membership.
Sec. 3. Any member of the board of directors may be removed from office upon a two-thirds vote of the board members present and voting at any regular or special board meeting, a quorum being present.
Sec. 4. (a) Regular meetings shall be the organizational, fall, winter and pre-convention meetings. Permission for nonattendance at any regular meeting must be obtained from the president. Thirty days' (30) notice of the fall and winter board meetings shall be given. Notification of the pre-convention meeting, the post convention meeting in odd-numbered, election years, and the organizational meeting shall be included in the call for convention. A registration fee approved by the board of directors may be used for expenses of board meetings. (b) Pre-convention meetings shall be held immediately preceding the opening of convention. At the pre-convention meeting in even-numbered, non -election years, new members to the board of trustees shall be ratified and assume their duties after close of convention.
Sec. 5. Post-convention meetings shall be held in odd-numbered, election years to ratify appointments of the parliamentarian, all appointed chairmen and any new members of the board of trustees. Those eligible to attend the post-convention meeting shall be the officers and district directors, or assistant directors, and, after ratification, the district director chairman and the parliamentarian.
Sec. 6. Special meetings may be held at the call of the president or upon written request from no fewer than ten district directors and/or officers. Board members shall be notified of special meeting at least two weeks prior to said meeting. Minutes of the special meeting shall be approved at the next regular meeting.
Sec. 7. Business may be conducted by mail when necessary. A report of any action taken by mail shall be made a part of the minutes of the next board meeting.
ARTICLE VIII - EXECUTIVE COMMITTEE
Sec. 1. Executive committee of the board of directors shall consist of the president, vice-presidents, recording, corresponding and financial secretaries, treasurer, [Golden Gardens editor*] and parliamentarian. A majority shall constitute a quorum. NOTE: The office of Golden Gardens editor will be retained for the 2009-2011 administration but will be eliminated with the 2011-2013 administration.
Sec. 2. The committee shall meet at the call of the president for the purpose of transacting any necessary business between board meetings. Any recommendations or actions taken shall be made a part of the minutes of next board meeting.
Sec. 3. The committee may conduct business by mail (electronic or postal) or telephone conference when necessary. Any action taken shall be announced and made a part of the minutes of the next executive committee meeting.
ARTICLE IX - DISTRICTS AND DISTRICT DIRECTORS
Sec. 1. The state shall be divided into districts as set forth in the standing rules. A district shall be governed by its individual bylaws which shall not conflict with those of CGCI. Dues in the district shall be at the option of the individual district.
Sec. 2. Officers of a district shall include a district director who shall serve as a member of the board of directors of CGCI and who shall interpret state programs to the district. District directors shall not fill any other position on state board while serving as district director except when recommended by the executive committee and approved by board of directors.
Sec. 3. The district director shall attend all regular meetings and be present at all business sessions of the board of directors. Permission for non-attendance must be obtained from the president. The assistant district director shall attend in the absence of the director.
Sec. 4. District directors’ forums shall be held in conjunction with fall and winter meetings and any recommendations formulated at the meetings shall be presented to the executive committee. Sec. 5. Offers from districts to host state board meetings may be presented at any regular board of directors meeting. The offer shall state the voted approval of the member clubs.
Sec. 6. Board meeting chairmen may be appointed by the president upon recommendation from the host district following selection of the Board meeting locale.
Sec. 7 The director shall file with the state membership chairman by June 1 a legible list of all clubs, affiliates and youth gardeners in the district, with names, addresses, telephone numbers and email addresses of the presidents and treasurers, and youth gardener leaders. The list should follow the format of the state roster.
Sec. 8. Redistricting may be made by the board of directors upon receipt of a written request signed by a majority of the member clubs in the involved districts.
Sec. 9. When there are three or more garden clubs in the same area a new district may be created by submitting a written request to the board of directors. The clubs in the proposed new district shall present the name of a person qualified and willing to serve as district director. After redistricting as per Sec. 7 and the ratification of the district director, the district director shall become a member of the board of directors. A district created after 1993 which fails to maintain a district director and have three clubs shall lose district status. The district shall then be recombined with the district from which it was formed and the boundary shall revert back to the original district’s geographical boundary.
Sec. 10. A club wishing to transfer to another district may petition the board of directors, setting forth the reasons and indicating approval by a majority vote of the member clubs in the district to which it is transferring.
ARTICLE X - CHAIRMEN AND COMMITTEES
Sec. 1. There shall be such standing and special committees as are necessary for the operation of the corporation. The president shall appoint chairmen (except the nominating committee, board of trustees, advisory council, budget and finance), subject to ratification by the board of directors.
ARTICLE XI - ANNUAL MEETINGS
Sec. 1. An annual meeting (a convention) shall be held before the end of the fiscal year, place and date to be recommended by the board of directors and approved by the voting membership. In an emergency, the board of directors by a two-thirds vote may cancel a convention or may change the place and date. In the event of a national crisis, all corporation business may be conducted at a meeting of the board of directors.
Sec. 2. Offers from districts to host conventions may be presented at any regular board of directors meeting. The offer shall state the voted approval of the member clubs.
Sec. 3. Written notice of time and place of the convention shall be mailed (electronic or postal) to club, associate plant society and affiliate presidents and members of the board of directors at least forty-five (45) days prior to date of such meeting. The nominating committee ticket of candidates for elective office, a list of districts ineligible for representation on the nominating committee, and any proposed by-laws revisions with rationale, shall be included.
Sec. 4. The voting membership at all conventions shall consist of members of the board of directors, club, associate plant society, and affiliate presidents, or their alternates, and delegates or alternates of member clubs and associate plant societies. Members of the board of directors are entitled to one vote each, and their vote shall not be counted in the voting quota of their respective clubs. There shall be no proxy vote.
Sec. 5. Member clubs and associate plant societies shall be entitled to representation by the club president or alternate and additional delegates as follows:
25 members or less, one delegate
26 to 50 members, two delegates
51 to 100 members, three delegates Increase one delegate for every 50 additional members or portion thereof.
Sec. 6. Club and associate plant society presidents shall send the names of delegates and alternate delegates to the credentials chairman at least twenty-one (21) days prior to the convention.
Sec. 7. A quorum for the transaction of business shall be a majority of the voting members as set forth in Sec. 4 and 5 above who are registered at the convention.
Sec. 8. Convention, registration and credentials chairmen and treasurer, who may be members of a club in the host district(s), may be appointed by the president upon recommendation from the host district(s) following the selection of the convention locale. Sec. 9. A registration fee recommended by the convention committee and approved by the board of directors may be used for convention ex-penses.
Sec. 10. Non-voting members and guests may attend the convention without voice or vote.
Sec. 11. Financial records of the convention shall be maintained under the direction of the district convention chairman and shall be reviewed by a member of the Finance & Budget Committee. Copies are to be filed with the president, financial secretary, treasurer, and boards and conventions chairman within 90 days of the close of convention.
ARTICLE XII - FINANCES
Sec. 1. The fiscal year shall be from July 1 through June 30.
Sec. 2. The Scholarship Fund shall be used for state scholarships which shall be limited to the number stated in Standing Rule #36
Sec. 3. District directors, presidents of all member clubs, associate plant societies and affiliates shall receive Golden Gardens during their term of office, subscription to be paid from the General Fund.
Sec. 4. Interest from investments of Scholarship Funds shall accrue to the Scholarship Fund. Interest from all other investments shall accrue to the General Fund.
Sec. 5. Net proceeds from conventions shall be placed in the General Fund.
Sec. 6. The finance and budget committee shall: (a) include the financial secretary, who shall serve as the chairman, first vice-president, treasurer, chairman of the board of trustees, and up to three members who shall be appointed by the president, (b) submit the annual corporation budget for adoption at the organizational board meeting, and (c) recommend on proposed transfers or increases to budget accounts or expenditures of money in excess of twenty-five dollars ($25.00) outside of budget before any action by board of directors.
Sec. 7. The following are budgeted from the General Fund: (a) president's reimbursement of up to $10,000.00 annually for verified expenses incurred for state travel and office expenses including mileage reimbursement in accordance with the current IRS business mileage rate, (b) president's reimbursement of up to $5,000.00 annually for verified expenses incurred in attending two meetings of NGC and one Pacific Region meeting; expenses over and above may be presented to the Board of Directors for approval, (c) president-elect's reimbursement of up to $1,500.00 for verified expenses incurred in attending one meeting of NGC and (d) a reimbursement of up to $1,500.00 annually for verified expenses when the Pacific Region director is from California.
Sec. 8. No indebtedness shall be incurred on behalf of the corporation by any member of the corporation without the authorization of the board of directors.
Sec. 9. The board of directors shall not take action upon a project which contemplates monetary contributions from member clubs unless the details of such project have been presented at the previous regular meeting of the board of directors.
Sec. 10. A crime policy that includes Employee Dishonesty coverage will be furnished by CGCI and paid from the General Fund.
Sec. 11. Accounts of financial secretary, treasurer, and Golden Gardens finance chairman shall be audited/reviewed annually at close of fiscal year by a certified public accountant approved by the board of directors. This audit/review report shall be presented for action at the fall board meeting. A special audit/review shall be ordered by executive committee in the event of a vacancy in a financial office.
ARTICLE XIII - GOLDEN GARDENS
Sec. 1. [CGCI shall publish an official magazine, Golden Gardens.*] The official publication of CGCI shall be Golden Gardens, electronic or print. NOTE: The office of Golden Gardens editor will be retained for the 2009-2011 administration but will be eliminated with the 2011-2013 administration.
Sec. 2. The publication's objective shall be to publish information concerning CGCI and its activities and articles of interest for a balanced publication.
Sec. 3. [Publication of Golden Gardens shall be the responsibility of the editor and chairmen of Golden Gardens under the general supervision of the executive committee. The editor shall keep the cost of publication within the budget adopted by the board of directors. Any additional proposed expenditures shall be presented to the executive committee prior to incurring indebtedness.*] The Golden Gardens editor shall (a) supervise publication of Golden Gardens, (b) keep the cost of publication within the budget adopted by the board of directors; any additional expenditures shall be presented to the executive committee for approval prior to incurring indebtedness, (c) be chairman of the Golden Gardens Committee and (d) report to the board of directors at all board meetings and conventions. NOTE: The office of Golden Gardens editor will be retained for the 2009-2011 administration but will be eliminated with the 2011-2013 administration.
Sec. 4. Changes in subscription rates shall be recommended by the board of directors and submitted to the voting membership for ratification at the annual meeting.
Sec. 5. Changes in advertising rates shall be recommended by the editor to the executive committee* and ratified by the board of directors. NOTE: The office of Golden Gardens editor will be retained for the 2009-2011 administration but will be eliminated with the 2011-2013 administration.
Sec. 6. The finance chairman shall deposit all monies collected in the name of Golden Gardens, pay all bills, send all invoices, prepare all financial statements to be presented to the board of directors, and submit the annual Golden Gardens budget for adoption at the organizational meeting.
Sec. 7. All funds derived from circulation, advertising or from special gifts shall be deposited in a special account entitled “California Garden Clubs, Inc., Golden Gardens.” Checks on this account shall be signed by Golden Gardens finance chairman or a designated alternate.
ARTICLE XIV - BOARD OF TRUSTEES
Sec. 1. The board of trustees shall consist of six (6) members, two of whom shall be replaced each even-numbered year, to serve for a six-year term. In the even-numbered year the immediate past president shall become a member, and the president shall appoint a member who has served on the board of directors. No trustee shall serve more than two terms, and the terms shall not be consecutive. No trustee shall serve concurrently as an officer.
Sec. 2. Immediately following the post-convention meeting in an odd-numbered election year and immediately following the pre-convention meeting in an even-numbered, nonelection year, the president shall call a meeting of the board of trustees to elect a chairman and secretary who shall serve for one year and may be reelected for one additional one-year term. Four members shall constitute a quorum. If the chairman is unable to represent the trustees at board meetings, the secretary may act as alternate. The board of trustees shall meet upon call of the chairman, or secretary acting in absence of the chairman.
Sec. 3. After the following reviews, the board of trustees shall make recommendations in writing to the executive committee before any action by the board of directors: (a) review of investments, (b) review of new gifts or donations to assure the best resolution for the donor and the corporation, (c) review of existing gifts or donations to assure that the administration of the funds is as directed by the grantors, and (d) monitor bank accounts to be sure they do not exceed the limit insured by the FDIC.
Sec. 4. The board of trustees, together with the scholarship chairman, shall constitute the scholarship committee.
Sec. 5. The board of trustees chairman shall report to the board of directors at all board meetings and conventions.
ARTICLE XV - ADVISORY COUNCIL
Former CGCI presidents shall comprise the advisory council, which shall meet at the call of the chairman or two members of the advisory council for the purpose of discussing policies and procedures. The immediate past president shall act as chairman. Four members shall constitute a quorum.
ARTICLE XVI - LIABILITY INSURANCE
Sec. 1. Liability insurance shall be maintained for clubs and associate plant societies who choose to have this insurance, and are approved by the insurance carrier. The annual rate shall be recommended by the executive committee and approved by the board of directors at the fall board meeting.
Sec. 2. If the liability insurance is terminated, any premiums paid by the clubs in advance shall be returned to those clubs. Disposition of any remaining funds shall be determined by the board of directors.
Sec. 3. A current copy of the liability insurance policy shall be filed annually with the recording secretary according to Article V, Sec. 4 (d).
ARTICLE XVII - PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the corporation in all cases to which they are applicable and consistent with these bylaws and any special rules of order the corporation may adopt.
ARTICLE XVIII - DISSOLUTION
Dissolution of the corporation shall be as stated in the Articles of Incorporation.
ARTICLE XIX - AMENDMENTS
Sec. 1. These bylaws may be amended at any convention by a two-thirds vote, provided that at least forty-five (45) days prior to convention all voting members shall have been sent a copy of proposed amendments, with rationale.
Sec. 2. Proposed amendments to the bylaws must be submitted to the bylaws committee chairman.
Sec. 3. Proposed amendments shall be submitted to the board of directors for recommendation at winter board meeting before being submitted to the voting membership.
Sec. 4. Bylaws may be amended by a two-thirds vote by mail (electronic or postal) ballot if a convention cannot be held.
Sec. 5. Any changes in NGC bylaws that affect CGCI shall automatically become part of CGCI bylaws.
Complete revision of Bylaws, adopted May 1985. Amended: May 1990, 1993, 1995, 1996, 1997, 1999, 2000, 2002, 2003, June 2006, June 2007, June 2008, June 2009, June 2010.
STANDING RULES
ARTICLES OF INCORPORATION, BYLAWS, POLICY BOOK, MOTIONS
1. Articles of Incorporation shall be printed before the bylaws. Standing rules shall be printed immediately following the last article of the bylaws. Amendments to standing rules may be made at any convention or board meeting by a majority vote with notice or a two-thirds vote without notice. Amendments to standing rules shall be submitted to the bylaws committee chairman.
2. The geographical boundaries of the districts and their delineation are as follows: Arboretum - San Gabriel foothills in Los Angeles County to Whittier, including Glendale, to Orange and San Bernardino Counties. Bay Bridges -Alameda and Contra Costa Counties west of the Berkeley-Oakland Hills including the cities of Pinole and Fremont. Bay Ocean - All of San Mateo and San Francisco Counties including the entire City of Palo Alto. Buttes - Counties of Butte, Colusa, Glenn, Sutter (except for the Rio Oso Area in the southern portion) and Yuba (except for the Wheatland area on the southern border). Cascade - Counties of Shasta, Tehama and Trinity. Central Coast Counties - Counties of Monterey, Santa Cruz and San Benito. Channel Islands - Counties of Ventura and Santa Barbara except that portion of Santa Barbara County west and north of a line drawn from Gaviota to the junction of Highways 33 and 166 near the northeastern corner of the county. Costa Verde - Southwestern Los Angeles County south of Manchester Avenue - Fire-stone Boulevard (State Highway 42) to Interstate 5 and Orange County line. Desert Empire - Kern County east of cities of Tehachapi and Kernville, Antelope Valley in Los Angeles County, San Bernardino County northwest of Interstate 15 to Interstate 40, including Barstow, north of Interstate 40 and all of Inyo county. Diablo Foothills - Contra Costa and Alameda Counties east of Berkeley-Oakland Hills including the Highway I-680 corridor. Golden Foothills - Counties of El Dorado, Nevada, and Placer and Organic Gardening Club of Sacramento County. Greater Los Angeles - Coastal and central Los Angeles County north of Manchester Boulevard; Malibu and Hollywood. Humboldt - Counties of Humboldt and Del Norte. Luther Burbank - Counties of Sonoma, Napa and Marin. Mendo-Lake - Counties of Mendocino and Lake. Montana de Oro - All of San Luis Obispo County plus the portion of Santa Barbara County, which lies north and west of a line drawn from Gaviota to the junction of Highways 33 and 166 near the northeastern corner of the county. Orange County - Orange County. Palms to Pines - Western San Bernardino and western Riverside Counties; to northern and eastern boundaries of San Bernardino National Forest area, excluding Temecula Valley Garden Club. Palomar - Counties of San Diego and Imperial and including Temecula Valley Garden Club. Plumas Lassen - Counties of Plumas, Lassen and Sierra. Roadrunner - Eastern San Bernardino and eastern Riverside Counties, east from Interstate 15, and San Bernardino National Forest area; north to Interstate 15 and Interstate 40 excluding Barstow. Sacramento River Valley - Counties of Sacramento, Solano, Yolo, Sutter and one club in the state of Nevada. San Fernando Valley - Northwestern Los Angeles City and County from the north face of the Santa Monica Mountains through San Fernando Valley, excluding Antelope Valley. Santa Clara Valley - Santa Clara County excluding the City of Palo Alto. Sequoia Foothills - Counties of Fresno, Kings, Tulare and western Kern County, including the cities of Tehachapi and Kernville. Top O' The State - Counties of Siskiyou and Modoc. Valley Lode - Counties of Alpine, Amador, Calaveras, Mono, San Joaquin, Stanislaus and Tuolumne. Yosemite Gateway - Counties of Madera, Mariposa and Merced.
3. A policy committee shall be appointed by the president to maintain a current policy book, including adopted motions that pertain to policy. Any proposed policy shall be referred to the advisory council for study and recommendation to the executive committee. A revision of the policy book shall be reviewed by the advisory council and executive committee before publication.
4. Bylaws committee shall total five(5) members including the First Vice President, Policy Chairman and others appointed by president.
5. Any motion that would propose a bylaw change or involve an unbudgeted expenditure shall be submitted in writing to the executive committee for consideration before being presented to the voting body.
6. Proposals to endorse any products or commercial enterprises shall be thoroughly investigated and approved by the Board of Directors to determine that such endorsement would not be in conflict with CGCI’s stated objectives, or jeopardize CGCI’s tax exempt status at any governmental level.
AWARDS
10. New awards or changes shall be submitted to the Awards Chairman who shall present them to the Awards Committee for approval. Changes must be agreeable to both the Awards Committee and sponsor. Any award may be discontinued from the awards program upon approval of the awards committee and consultation with the sponsor.
11. Cash shall be accepted for any new awards offered. Rosettes, ribbons, donor certificates, trophies and plaques will not be accepted. CGCI shall provide the certificates.
CHAIRMEN AND COMMITTEES
15. Each chairman has the responsibility of maintaining an updated procedure book pertinent to their chairmanship. The procedure book shall be passed on to the next chairman at the organizational meeting following Convention in each election year.
17. Names and addresses of members of nominating committee shall be published in Golden Gardens.
DISTRICTS AND CLUBS
20. Clubs are encouraged to hold their elections before the convention in order to have correct information for the roster.
21. Districts are encouraged to compile a yearbook or roster listing names and addresses of district officers and chairmen, clubs within the district, dates of district meetings and presidents’ conferences, and other pertinent information.
FINANCE
30. Copies of financial reports of state functions shall be sent by the event chairman within ninety (90) days of the close of function as follows: (a) board meetings to president, financial secretary and board and convention chairman, (b) symposia, forums and conferences to president, treasurer and appropriate state chairman, (c) each course in educational schools to president, financial secretary, appropriate state chairman and educational schools finance chairman.
31. Districts, individuals, or commercial enterprises wishing to sell products or take orders at or during a CGCI function must first obtain permission from the executive committee and pay an agreed percentage of the gross sales and/or a table fee. Revenues shall be divided equally between CGCI General Fund and the function host. The function host may conduct sales within the confines of the hospitality room and keep the proceeds.
32. Financial statements of treasurer, financial secretary and Golden Gardens finance chairman shall be attached to the minutes of the board of directors meetings.
33. Loans for preliminary expenses for state functions shall be made from the General Fund.
34. Expenses of up to $300 may be allocated to a CGCI member who will represent CGCI by participating in a special unbudgeted event by request of NGC. This must have the approval of the executive committee and will not include normal chairmanship activities. The money shall come from the general fund.
35. The finance and budget committee shall recommend and include as a separate item in the yearly CGCI budget the dollar amount from the Scholarship Fund to be offered for scholarships. The number of scholarships offered in one year from this fund shall not be more than four (4).
36. Bills for the current fiscal year shall be presented to the financial secretary for authorization of payment on or before June 1.
37. Printing and postage expenses of the call and minutes of all state board meetings and conventions shall be budgeted and paid from the General Fund.
38. The number of members for which CGCI pays NGC dues shall be based on the total number of members as paid by clubs and associate plant societies to the CGCI membership chairman as of May 31.
39. The annual accountant's audit/review letter shall be published in Golden Gardens following the fall board meeting.
40. A copy of the audit/review shall be given to the Executive Committee, Budget and Finance Committee and Board of Trustees. A copy will be provided to a board member upon written request and receipt of the cost of reproduction and mailing.
41. A separate EIN is required from the IRS when opening bank account(s) for special CGCI committee(s) and/or function(s). For example, Symposium, Wildflower Conference, etc.
MEETINGS
50. Available dates of all state board meetings and regional and national annual meetings shall be published in post convention issues of Golden Gardens.
51. Board meetings and conventions procedure book shall be updated annually by the state boards and conventions chairman. Current information from the district chairman on duties, procedures, and finances shall be included in the books.
52. Program expenses and complimentary tickets shall be approved by state president when involving state convention fund.
53. The president is responsible for the agenda and plans the program with the host district chairman for board meetings and conventions.
54. The registration fee, cost of each meal and activity for all board meetings and conventions shall be itemized in the call to these meetings.
55. Upon approval of the board of directors, the National President and/or the Pacific Regional Director may be invited to attend a state meeting. Expenditures for courtesies of accommodations, meals, and amenities at a board meeting shall be paid from the General Fund. These expenses at a convention shall be paid from the Convention State Account.
56. Upon approval of board of directors, National or Pacific Region may be invited to hold any meeting in California.
57. Standing rules of the convention shall be included in the program of convention, and read aloud by the parliamentarian immediately after the credentials report. Board meeting standing rules shall be distributed at the Organizational Meeting.
58. A garden club, associate plant society or affiliate member who is not a member of the board of directors may attend a board of directors meeting without voice or vote.
59. Members of the board of directors shall attend regular and special meetings and conventions. Officers and district directors, or assistant directors, and the district director chairman shall also attend the post convention meeting. Expenses incurred in attending these meetings shall be the personal responsibility of the member.
WEBSITE
60. 1. Definition: The CGCI website shall be the internet portal for official CGCI information and general information relevant to the mission and goals of CGCI.
2. There may be a communications coordinator, who shall work with the Webmaster and the hired website provider. Money for technical assistance shall be in the budget.
3. Website Links
a. The CGCI website may post links to CGCI District websites, the websites of National Garden Clubs, Inc. including regions thereof, CGCI Affiliates, Associate Plant Societies, and Clubs that are CGCI members in good standing.
b. Links to horticulture, design and environmental organizations that are not members or affiliates of CGCI are not accepted unless approved by the CGCI Executive Committee.
c. It shall be the policy of CGCI not to accept commercial links except those of businesses that are official members of the CGCI Participating Sponsors program or other official CGCI business partnership program.
4. The CGCI website may contain, but is not limited to:
a. General Information - items of benefit to garden clubs members as well as non-members: calendar of events; educational schools, membership
b. Official CGCI Information: CGCI Conventions and Board of Directors meeting information including minutes and annual financial statements; Articles of Incorporation; Bylaws and Standing Rules. Any other information the President shall deem necessary
5. Advertising -Only those ads approved by the Executive Committee or by a chairman designated by the Executive Committee shall be accepted.
6. Endorsements - Only endorsements approved by the CGCI Board of Directors shall be posted.
MEMBERSHIP
71. Membership chairman shall send, by July 1, a list of all clubs, associate plant societies and affiliates with names, ad-dresses, telephone numbers and email addresses of the presidents, treasurers and youth gardener leaders to the CGCI President, Vice Presidents, Corresponding Secretary, Yearbook Chairman, Golden Gardens Circulation Chairman, Liability Insurance Chairman, Website Chairman and Youth Activities Chairman. The list should follow the format of the state roster.
70. The membership chairman shall maintain a record of dues paid by member clubs, associate plant societies and affiliates and notify them and their district directors when dues are delinquent.
71. No commercial enterprise or agency shall be eligible for membership.
72. Affiliates shall (1) be organizations with one or more CGCI objectives, (2) have a membership of at least ten members, (3) pay dues in accordance with Article IV, Sec. 3 (c), (4) be approved by the CGCI Board of Directors, and (5) not be eligible for liability insurance, awards program and 501(c)(3) IRS Group Exemption. In addition, affiliates may also belong to a District.
73. An associate plant society shall (1) be a member of a permanent statewide or national plant society, (2) be entitled to representation at annual meeting by its president or alternate, and delegates as specified in Article XI, Section 5. (3) pay annual dues according to Article IV, Sec. 3(a), (4) be eligible to apply for liability insurance and (5) not be eligible to apply for 501(c)(3) IRS Group Exemption Program. In addition, an associate plant society may also belong to a district.
74. The categories of youth gardeners include, but are not restricted to, junior, intermediate and high school gardeners.
75. A club shall pay CGCI annual per capita dues, belong to a district and be eligible to apply for CGCI liability insurance and 501(c)(3) IRS Group Exemption Program.
76. A club may be designated a club-at-large by the Board of Directors because it is geographically located in an inactive district. It shall pay annual per capita dues and be eligible for liability insurance and awards program. It shall be informed about CGCI activities and functions of special interest by a designated chairman.
STATE PROJECTS
81. Any proposed new state project shall be verified by the person presenting the resolution as an established and viable project. No project will be accepted where CGCI would be a founding member or where the project is still only in the planning stages. The resolution shall state the aims and estimated time frame of the project. Should any project fail to fulfill the aims stated in the resolution, the board of directors shall vote on the termination of the project and determine disposition of any residual funds.
YEARBOOK
90. Job descriptions in the yearbook may be changed only with the informed consent of the president and the chairman involved.
91. Complimentary copies of the state yearbook shall be distributed to board of directors and club, affiliate, and associate plant society presidents, distribution to be determined by president and yearbook chairman. Copies may be purchased from yearbook chairman. They shall not be given or sold to commercial firms.
92. Major changes in format of state yearbook shall be approved by the board of directors.
93. CGCI will not accept advertising for the “Yearbook, Manual and Roster.”
MISCELLANEOUS
1. Permanent files containing books and records of CGCI shall be under the supervision and control of the president and permanent files chairman. No materials may be borrowed from files without consent and filing of a receipt there for with permanent files chairman.
2. No member shall circulate at any time letters or bulletins to the general public concerning policy or procedure without first having had such material approved by the executive committee and the board of directors. Copies of such material shall be sent to all members of the executive committee prior to circulation.
3. Copies of all letters and other documents pertaining to the organization, except routine correspondence, shall be sent to the president.
4. A gift or donation to CGCI shall state its purpose, use of funds, any time limit imposed, and disposition of any remaining funds after the time limit.
5. Permission shall be required from the Executive Committee to use the CGCI logo in the design of any fundraising merchandise sponsored by a CGCI member club, district, flower show judges council, landscape design council, gardening consultants council, environmental council, or any combination thereof.
6. CGCI stationery is to be used for CGCI correspondence only and not to be used for club, district, or personal correspondence.
7. The concept of any new publication must first be approved by the Executive Committee and then recommended to the Board of Directors for approval. If approved, the content must be approved by the Executive Committee prior to publication.
8. Budgeted funds for Chairmen and District Directors are for administrative expenses, i.e. postage, copying, office supplies, print cartridges, etc. Allowable expenses exclude Board and Convention registration fees, transportation, lodging, and meals.
9. The incoming state president shall be honored with a NGC Life Membership or a donation to an appropriate NGC honor book or program. This is the responsibility of the second vice-president. The donation shall be of an amount equal to the cost of a NGC Life Membership.
Complete revision of Standing Rules, adopted May 1985. Amended May 1991, 1993, 1994. Reorganized and amended: May 1995. Amended: January 1996, 1997; May 1999, 2000, 2001, 2002, 2004; January 2006, June 2007, September 2007, June 2008, September 2008, January 2009, September 2009, January 2010.
POLICY “Custom and Practice”
Districts and District Directors
Guests and/or speakers may attend the Directors Forum, only upon invitation by the District Director Coordinator.
Flower Show Judges Council
The Judges Council hosting the Judges Council Banquet at the CGCI Convention shall be allowed to add overage to the meal price to help defray expenses.
Grants and Loans
A one-time grant of $250 may be awarded, upon request, to a new CGCI ratified flower show school, landscape design study program, gardening study school or environmental studies school to help defray costs. Repayment of the grant is not required if the school or study program is completed. If not completed, the sponsoring group shall repay CGCI the $250 or any portion of the grant remaining unspent.
A grant of $200 may be given to each course 2, 3 and 4; $100 to come from the General Fund and $100 from the related school fund. For flower show schools, the $100 shall come from the Christy Fitz Fund until the original donation of $1500 from the Christy Fitz Estate is depleted as intended by the donor. Thereafter, the $100 shall come from the Flower Show Schools Fund.
Upon approval of the board of directors, the following loans for preliminary expenses are available. $500 ~ CGCI convention and regional convention when CGCI is the host; $700
- Flower Show Symposium; $250-$500 - state board meeting, landscape design conference, gardening study forum, environmental conference, civic development conference, wildflower conference.
Honor Book
Contributions to the Honor Book shall be used for any of the state objectives of CGCI, upon approval of the board of directors.
Annual Meeting and Conventions
The word “delegate” shall appear on the badge of each delegate at the annual meeting. Alternates, in the absence of delegates, shall wear the delegate badge at all voting sessions.
Memorials
Upon the death of a CGCI board member, a contribution by CGCI from the General Fund in the amount of $50 shall be made to the current CGCI President’s Project.
Upon the death of a former CGCI president, a contribution by CGCI from the General Fund in the amount of $100 shall be made to the current CGCI President’s Project.
Elections
The chairman of the election board shall supervise the arrangements for voting in a polling room separate from the assembly room, provide ballots containing the names of candidates submitted by the nominating committee, with additional spaces for writing in names of nominees from the floor and for the district affiliation of all such candidates, and maintain order and quiet in the polling room. An alphabetical list of eligible voting members shall be prepared by the credentials chairman prior to the opening of the polls. The voting hours, which shall not be less than two,
shall be determined by the executive committee. No less than three (3) members of the election board shall be on duty during voting hours. The ballot box shall be sealed after the opening of the polls and until the count begins. The count shall continue without interruption until completed, when the ballot box shall again be sealed unless the Executive Committee calls for a recount. At no time shall the ballots be handled by anyone other than the election board. The sealed ballot box shall be given to the recording secretary for storage until expiration of the term. At that time, the ballots shall be destroyed.
The Chairman of the election committee shall report the results of the election to the president at the next business session.
Scholarships
With the approval of the CGCI executive committee and the board of directors, additional scholarships may be offered through CGCI by individual, clubs or districts, with students making application through the CGCI Scholarships Chairman.
Amenities for NGC President, Pacific Region Director when Guests of CGCI
CGCI shall provide lodging and meals one day prior to and following a board meeting or convention, as well as lodging, meals and registration during the meeting, when a regional director or NGC president is the guest of CGCI.
The Policy of CGCI shall be printed immediately following the Standing Rules in the yearbook. Amendments to the Policy may be made at any convention or board meeting by a majority vote with notice or two-thirds (2/3) vote without notice.
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1 Humboldt 15 Central Coast
2 Top o' the State 16 Yosemite Gateway
3 Cascade 17 Montana de Oro
4 Plumas-Lassen 18 Sequoia Foothill
5 Mendo-Lake 19 Desert Empire
6 Buttes 20 Channel Islands
7 Golden Foothills 21 San Fernando Valley
8 Luther Burbank 22 Greater Los Angeles
9 Sacramento River Valley 23 Arboretum
10 Bay Bridges 24 Costa Verde
11 Diablo Foothills 25 Orange County
12 Valley Lode 26 Palms to Pines
13 Bay Ocean 27 Roadrunner
14 Santa Clara Valley 28 Palomar
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