By Laws — Rye Garden Club

BYLAWS

RYE GARDEN CLUB, INC.

P.O. Box 6

Rye, NY 10580

2023

ARTICLE I — PRINCIPAL OFFICE

The principal office of the corporation shall be in the City of Rye, County of Westchester, and State of New York. The corporation may also have offices at such other places within or without this state as the board may from time to time determine or the business of the corporation may require.

ARTICLE II — PURPOSES

The purpose for which the Rye Garden Club (“RGC”) has been organized is to be a member club in good standing of the Garden Club of America (“GCA”) and to abide by its purpose, rules, requirements and regulations as set forth in the rules and policies of the GCA. In furtherance of this, the purpose of the RGC shall be to encourage and foster the love of gardening; to share the advantages of association by means of educational meetings, community activities and cooperation; to restore, improve and protect the environment through educational programs, activities, actions and financial support in the fields of civic improvement and conservation; and to participate in and sponsor flower shows which feature conservation, floral design, horticulture and photography exhibits.

ARTICLE III — MEMBERSHIP

1. QUALIFICATION FOR MEMBERSHIP

Membership in the corporation shall be open to the public, without discrimination because of race, color, religion, age or sex, and shall consist primarily of amateur gardeners and others who are interested in gardening. The membership shall be composed of active, active honorary, sustaining, affiliate, and honorary members. The number of active members shall be limited to 60.

2. ADMISSIONS

The president shall appoint annually an Admissions Committee Chairman and two non board members to the committee, to receive and investigate applications for membership. The admissions policy shall be determined by the board of directors and will be attached annually to the bylaws. Election to membership is determined by the board of directors through a secret ballot. If there is more than one negative vote, the proposer of the candidate shall be notified by the Chairman of the Admissions Committee that the name has been withdrawn. Admissions policy—See Addendum “A.”

a. Active Members

The duties of an active member are: attend regular membership meetings of the RGC; serve on committees; hostess or co-hostess a regular membership meeting; attend lectures, classes, or workshops at the Botanical Gardens, GCA Headquarters, Greenwich Garden Education Center, or similar centers; and participate in RGC flower shows, benefits, lectures, workshops, and community projects.

b. Active Honorary Members

Active honorary members shall be those persons designated by the affirmative vote of at least two-thirds of the members of the board. They shall have been active members in good standing for 25 years and have served as president of the club. Active honorary members shall be exempt from dues and active club maintenance projects, but shall otherwise assume responsibilities of active members.

c. Sustaining Members

Any active member who has rendered service for not less than 10 years may, upon written application to the president, be elected a sustaining member by the affirmative vote of at least two-thirds of the members of the board. Sustaining members shall have all the privileges of membership other than holding office and serving on the board. A sustaining member shall, as a condition of continued membership, do at least two of the following: attend two membership meetings a year; serve on a committee; assist at a show, benefit or lecture; or host a meeting.

d. Affiliate Members

An active or sustaining member who has served satisfactorily in one or more clubs, is no longer able to participate in her club’s activities or is moving to another area where there may or may not be a GCA club, may upon written notice to the president, ask to become an affiliate member. An affirmative vote of at least two-thirds of the members of the board is required to affirm the request. Affiliate members shall not be required to take an active part in the work of the club. Affiliate members may attend two meetings of the club each year but shall not have voting privileges or serve on committees. They may not hold office nor serve on a national committee. They may not represent the club as a delegate to a Zone or Annual Meeting.

e. Honorary Members

Honorary members shall be those persons so designated by the affirmative vote of at least two thirds of the members of the board. Honorary members shall be exempt from dues and all other obligations and shall not be included in the club headcount for the GCA.

3. MEMBERSHIP MEETINGS

The annual membership meeting of the corporation shall be held on the first Tuesday in June of each year except if such a day be a legal holiday. In that event the president shall fix a day not more than two weeks from the date fixed by these bylaws. The recording secretary shall cause a notice, stating the time and place of the annual meeting, to be mailed to every member in good standing at her address as it appears on the membership roll book of the corporation. At each annual membership meeting, officers shall be elected to hold office until the next annual meeting.

a. Regular Meeting

Regular meetings of the membership shall be held on the first Tuesday of each month unless otherwise ordered by the president. It is the responsibility of the member to notify the secretary of her intention to attend the meeting, at least five days prior to the meeting. If an active member is absent from three successive meetings of the association without a valid excuse addressed to the secretary, such membership may be terminated by action of the board. Members wishing to bring one or more guests to the meeting shall ask permission of the host five days prior to the meeting. No member may bring the same guest more than twice during any year. A quorum of no less than thirty members eligible to vote shall be necessary to conduct the business of the corporation; however, a smaller number may adjourn the meeting for a period of not more than two weeks from the date of the scheduled meeting and the recording secretary shall send a notice of a rescheduled meeting to all members. A quorum as herein before set forth shall be required at any adjourned meeting. A membership roll showing the list of the members as of the record date, certified by the recording secretary of the corporation, shall be produced at any meeting of members upon the request thereof of any member who has given written notice at least ten days prior to such meeting to the recording secretary that such request will be made. All active and sustaining members appearing on such membership roll shall vote at the meeting.

b. Special Meetings

The president or the first vice president may call special meetings of the membership. The recording secretary shall cause a notice of such meeting to be mailed to all members at their addresses as they appear in the membership roll book at least ten days but not more than fifty days before the scheduled date of such meeting. Such notice shall state the date, time, place, and purpose of the meeting and by whom called. No other business but that specified in the notice may be transacted at such special meetings without unanimous consent of all present at such meeting.

c. Fixing Record Date

For the purpose of determining the members entitled to notice of or to vote at any meeting of the members or any adjournment thereof, or to express consent or dissent from any proposal without a meeting, or for the purpose of any other action, the board shall fix, in advance, a date as the record for any such determination of members. Such date shall not be more than 50, nor less than 10, days before any meeting, nor more than 50 days prior to any such action.

d. Action by Members without a Meeting

Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all members entitled to vote thereon. In lieu of a signed consent, an e-mail from a member containing such consent shall be sufficient. All actions taken by written consent shall be reported to the Secretary and included in the minutes.

e. Order of Business

The order of business at all meetings of members shall include the following:

1. Roll Call

2. Approval of the minutes of the preceding meeting

3. Reports of committees

4. Reports of officers

5. Old and unfinished business

6. New business

7. Adjournment

4. MEMBERSHIP DUES

Membership dues shall be paid annually before the end of the current fiscal year, May 31. These dues cover, among other things, membership in the GCA and an annual subscription to the Bulletin. In the event a member wishes to resign, this must be done in writing to the Membership Chair, with a copy to the President, by April 30 of that year. For any resignation after April 30, the full dues for the upcoming year will be due and payable. Dues are subject to change at the discretion of the Board of Directors. See Addendum “B.”

ARTICLE IV— BOARD OF DIRECTORS

1. POWERS AND COMPOSITION

The corporation shall be managed by the board of directors, which shall consist of six officers, and seven or more active members appointed by the president who are committee chairmen.

2. TERM

Each director shall hold office until the election or appointment of her successor, or until her prior resignation or removal.

3. VACANCIES

Vacancies on the board for any reason may be filled by a vote of a majority of the directors then in office. A director elected by the board to fill a vacancy shall hold office for the unexpired term of her predecessor.

4. REMOVAL

Any or all of the directors may be removed for cause by vote of the members or by action of the board. Directors may be removed without cause only by vote of the members.

5. RESIGNATION

A director may resign at any time by giving written notice to the board, the president or the recording secretary. Unless otherwise specified in this notice the resignation shall take effect upon receipt of such notice.

6. QUORUM

A majority of the entire board shall constitute a quorum for the transaction of business or any specified item of business.

7. ACTION

Unless otherwise required by law, the vote of a majority of the directors present at the time of a vote, if a quorum is present at such time, shall be the act of the board. Each director present shall have one vote. In the case where there are co-chairs of a committee, only one chair will have a vote on issues presented to the Board. Action can be taken without a meeting of directors by written consent, setting forth the action taken, signed by all directors. In lieu of a signed consent, an e-mail from a director setting forth such consent shall be sufficient. All action taken by written consent shall be reported to the Secretary and included in the minutes.

8. PLACE AND TIME OF REGULAR MEETINGS

The board shall hold its meetings at such times and places as it may from time to time determine or as determined by the president.

9. NOTICE OF MEETINGS

No notice of regular meetings shall be required. Three days notice to each director personally or by mail shall be required for special meetings. Notice of a special meeting may be waived by action of the directors in attendance.

10. ADJOURNMENT OF MEETINGS

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all directors who were absent at the time of adjournment.

11. STANDING COMMITTEES

The committees of the corporation shall consist of the Admissions Committee, the Nominating Committee and the Program Committee. Either the board or the president may appoint special committees from time to time.

ARTICLE V — OFFICERS

1. ELECTIONS AND TERM OF OFFICE

The officers of the corporation shall serve without compensation and shall consist of a president, first vice president, second vice president, treasurer, recording secretary and a corresponding secretary, so elected at each annual meeting from the active members. No officer shall be eligible for election to the same office for more than two successive years except the treasurer and any other office unanimously proposed by the nominating committee and elected by at least a two-thirds vote of the members eligible to vote at such annual meeting. A standing Nominating Committee, consisting of three members, none of whom may be a member of the board, shall be appointed by the president and shall present to the membership at its annual meeting a list of proposed candidates for office. Other nominations for officers may be made from the floor at such annual meeting.

2. REMOVAL, RESIGNATION, AND VACANCIES

The board with or without cause may remove any officer. In the event of death, resignation or removal of an officer, the board may appoint a successor to fill the unexpired term.

3. PRESIDENT

The president shall be the chief executive officer of the corporation, shall preside at all membership and board meetings, shall manage the affairs of the corporation and shall see that all orders and resolutions of the board are carried into effect. The president shall appoint the club’s delegates to meetings of the GCA. The president shall be an ex-officio member of all committees.

4. VICE PRESIDENTS

During the absence or disability of the president, the first vice president, or in the event of the latter’s absence or disability, the second vice president, shall exercise the authority and perform the duties of the president. The first vice president shall be in charge of programs and the second vice president shall be in charge of venues and hostesses. The first and second vice presidents shall perform such other duties as the board shall prescribe.

5. TREASURER

The treasurer shall keep the books and have the care and custody of all the funds and securities of the corporation and shall deposit such funds in the name of the corporation in a bank or trust company designated by the board and when authorized by the board of directors, sign and execute contracts in the name of the corporation. The treasurer shall also sign checks, drafts and notes and orders for the payment of money; she shall at all reasonable times exhibit her books and accounts to any director or member of the corporation upon her reasonable request. The treasurer shall present a financial report at each board meeting and at each membership meeting and at the annual meeting shall present an annual report of the financial condition of the corporation. The treasurer shall be responsible for the post box and key.

6. RECORDING SECRETARY

The recording secretary shall keep the minutes of all board meetings and membership meetings; shall have the custody of the seal of the corporation and shall affix and attest the same to documents when duly authorized by the board of directors; shall keep a membership roll containing the names, alphabetically arranged, of all members of the corporation showing their place of residence and the time they became members; shall have charge of such books and records as the board may direct; and shall serve all notices of meetings and perform such other duties as are provided for in these bylaws. The recording secretary shall also arrange for the printing of these bylaws, the membership list and any other material ordered by the officers of the board.

7. CORRESPONDING SECRETARY

The corresponding secretary shall attend to such correspondence of the corporation as may be required by the officers of the board.

ARTICLE VI — FISCAL YEAR

The fiscal year of the corporation shall be from June 1st to May 31st.

ARTICLE VII — DISSOLUTION CLAUSE

In the event of a liquidation, dissolution, termination or winding up of the Corporation, whether voluntary or involuntary or by operation of law, the property or assets of the Corporation shall be distributed to such organization or organizations as shall be determined by the board of directors so long as it or they qualify as exempt from income tax under Section 501 (a) as an organization described in Section 501 (c) 3 of the Internal Revenue Code of 1954 as the same may be amended from time to time. In the event that said Corporation is not then in existence and has not been succeeded by a qualifying corporation then none of the property or assets of the Corporation shall be made available in any way to any individual, corporation or other organization except to corporations or other organizations located within the United States which qualify as exempt from income tax under Section 501 (a) as organizations described in Section 501 (c) 3 of the Internal Revenue Code of 1954 as may be amended from time to time, subject to the provisions of the State of Delaware as may be applicable in the instance.

ARTICLE VIII — SEAL

The seal of the corporation shall be as follows:

ARTICLE IX — AMENDMENTS

These bylaws may be amended by a two-thirds vote of active and sustaining members present at any regular or annual meeting of the membership provided at least ten days prior written notice thereof has been given to the membership.

Date Revised: March 7, 2023

President: Lisa Wallace

Recording Secretary: Patti Connor

ADMISSIONS PROCEDURE: (Addendum “A”)

Proposer Requirements

One must be in the RGC for two years and be a member in good standing before proposing or seconding a candidate. THE PROPOSER IS SOLELY RESPONSIBLE TO SEE THAT HER CANDIDATE FULFILLS ALL REQUIREMENTS DURING THE SEEDLING YEARS.

Members are urged to consider whether the potential seedling candidate has the interest, time and energy to participate in the mission and activities of the RGC.

Requirements for Seedlings

Seedlings are required to do the following:

Attend RGC meetings (If absent from three consecutive meetings without written notice to the secretary, such membership may be terminated by action of the board.)
Exhibit and participate in shows and benefits
Attend at least three RGC workshops and other workshops at places such as the Garden Education Center, New York Botanical Garden, etc.
Serve on committees
Act as a hostess or co-hostess.

The Admissions Process

Step 1

The proposer will email the Admissions Chairman to request an Admissions Proposal Form. The Admissions Proposal Form will request basic information about the possible candidate and a statement from the proposer about why she believes the possible candidate will be a productive and good RGC member. Once the form is completed by the proposer, the Admissions Chairman will acknowledge receipt of the email and will submit the potential candidate’s name and information to the Board of Directors. The Board of Directors will have two weeks to comment on the candidate. Such comment shall be held in absolute confidence by the Admissions Chairman.

Step 2

After two weeks, the Admissions Chairman will inform the member if they may proceed with the proposal. (The application will not proceed if there are two or more negative board responses.) At this time the Admissions Chairman will email an application package to the proposer.

The package will include:

A copy of the mission and by-laws of the club to review with the candidate
The candidate’s application form
A checklist of required supporting materials

A letter from the member who is seconding the candidate
Three letters from RGC members in support of the candidate.

At this point, the proposer is encouraged to invite the candidate to attend a RGC meeting.

When the package is complete, the proposer emails it to the Admissions Chairman. It is up to the proposer to do this in a timely manner. The Admissions Chairman reads all information and prepares a synopsis of the candidate’s accomplishments and interests. If a board member requests, she may view the letters and application.

Step 3

At the next available meeting, the Admissions Chairman will share a synopsis of the candidate’s application with the Board of Directors. The Board will consider the application and then vote. The candidate will then be invited to meet the Board of Directors at the end of the board meeting.

The Seedling Term

There will be two seedling classes in a year, one in September and one in January. Once a candidate has been voted to membership in the club, she may attend RGC meetings and participate in all club activities, though her term as a seedling will not begin until the induction of her class. Her term as seedling shall begin with the induction of her class and will last for two years.

Waiting Lists for Membership

If the Admissions Chairman receives a name from a member during a time when the club has 60 active members, she will add that name to a chronological waiting list. At such time when the number of active members falls below 60, the Admissions Chairman may then release an Admissions Proposal Form. Preference will be given during the admissions process to former members and legacies.

MEMBERSHIP DUES: (Addendum “B”)

Active Members- $200

Sustaining Members- $200

Affiliate Members- $200

New members joining after January 1 will pay 50% of membership dues.