Article I: Name
The name of this organization shall be The Paxton, MA Garden Club Inc. (acronym PMAGC) to be referred to in these bylaws as the Garden Club or the Club.
Article II: Purpose
The purpose of the Garden Club shall be to encourage and promote interest in, and the development of, all aspects of gardening; to aid in the protection and conservation of natural resources; to promote civic beauty in the Town of Paxton. The Club cooperates with other organizations in furthering these aims and is organized exclusively for charitable and educational purposes.
Article III: Fiscal Year
The fiscal year of the Corporation shall begin July 1st and end on June 30th of the following year.
Article IV: Membership
Section 1. Membership in this organization shall be open to any resident in Paxton, MA, and the surrounding towns in Massachusetts whose activity promotes the objectives of Paxton, MA Garden Club.
Section 2. There are four classifications of members: Senior, Single, Couple/Family, and Honorary members, all of whom have the right to vote on the election of officers, dues, changes in the bylaws, and any matter properly called through the Officers Board. Honorary members are exempt from dues.
Honorary: By a vote of the Officers, “Honorary Member” may be conferred upon any person who has rendered distinguished service to the Garden Club, or whose unselfish achievements in garden club work have been outstanding. Honorary members shall be exempt from payment of dues and shall have all privileges except hold office.
Section 3. Dues are set by a vote of the general membership at a regularly scheduled meeting of the club after the recommendation of the Officers. Proposed dues must be approved by a two-thirds vote of the members present and voting at the regularly scheduled club meeting. Members shall be advised of the proposed dues change in writing at least two months prior to the vote.
Section 4. The membership year is July 1 through June 30. Dues are payable no later than June 25; members not paying by this date will be notified without delay by the Membership Chair. Failure to pay by June 25th is equivalent to a resignation from the upcoming year’s membership. For new members who join after the first quarter of the current membership year, the membership fee will be prorated.
Section 5. The Officers, by a two-thirds (2/3) vote of those present and voting, may suspend from membership in the Garden Club any board member, or member club whose conduct has been found to be detrimental to the best interests of the Garden Club.
Article V: Officers
Section 1. The elected officers of the Club are: the president, vice president, secretary, and treasurer, and serves a term of two years. These positions may be held by one or more persons as a joint responsibility. In case of resignation, or If an officer cannot fulfill the obligations of its office the president appoints a successor.
Section 2. The election of officers takes place at the Annual Meeting in May/June with membership nomination and second and two thirds majority floor and or ballot vote. The newly elected officers begin their two year term with the July Meeting.
Section 3: Duties of Officers:
President: is responsible for ensuring the ongoing business of the Club; presides at all meetings of the Club and Officers Board; appoints chairs of standing committees as needed; and ex-officio member of other committees; presents an annual report at the Annual Meeting; assists in planning and arranging monthly meetings and other activities of the Club year.
Vice President: is expected to become President; assumes all duties of the President in the absence of the President; serves as membership chair, assists in planning and arranging monthly meetings and other activities of the Club year; attends Club and Officers Board meetings.
Secretary: records and keeps the typed minutes of all meetings; keeps updated copies of the bylaws, Policies and Procedures, Job Descriptions, and Club inventory; attends Club and Officer Board meetings; handles the general correspondence of the Club.
Treasurer: receives and disburses all funds becoming the property of the Club; keeps regular and accurate accounts of all receipts and disbursements; attends meetings of the Club and Officer Board and presents a written report at each; submits an annual report.
Article VI: Committees
Section 1. Every member is encouraged to participate on one or more committees. Each committee will select its own chairperson.
Section 2. The Officers Board approves the formation of all committees.
Section 3. Each committee submits a written report containing a summary of the committee's yearly activities and an inventory of any club property held by that committee.
Article VII: Meetings
Section 1. The Garden Club will meet at a minimum of four (4) times per year including the annual meeting.
Section 2. A “CALL” shall be sent to voting members announcing the time, place, and date of the annual meeting thirty (30) days before the meeting.
Section 3. The annual meeting of the Garden Club, for the purpose of presenting annual reports and the transaction of any other business that may properly come before the meeting, shall be held following each year in the Spring, prior to the end of the fiscal year at the date and place to be determined by the Officers. At any annual meeting of the Garden Club: Each member shall have one (1) vote. Nine (9) members shall constitute a quorum of the Garden Club.
Section 4. The election of officers shall be held at the annual meeting in the even-numbered years.
Section 5. Regular Open meetings and any Committee meetings may be held virtually.
Article VIII: Amendments
These bylaws may be amended at any business meeting of the Garden Club by a two-thirds (2/3) vote of members present and voting, and provided that a copy of the proposed amendment has been submitted in writing to every member club and individual entitled to vote, thirty (30) days prior to the meeting of the Garden Club.
The bylaws and policies shall be reviewed at least once every two years by the President to ensure they reflect current and best practices. Any proposed amendments shall be reviewed at a Board Meeting and then presented to the membership. The vote shall take place at the next General Meeting at which there is a quorum.
Article IX: Personal Liability
The officers and other agents of the Garden Club shall not be personally liable for any debt, liability, or obligation of the Garden Club. All persons, corporations or other entities extending credit to, contracting with, or having any claim against the Garden Club, may look only to the funds and property of the Garden Club for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Garden Club.
Article X: Indemnification of Officers, Employees, and Other Agents
Section 1. The Garden Club shall indemnify and reimburse out of the corporate funds any person who at any time serves or shall have served as an officer, employee, or other agent of the Garden Club, or who serves or shall have served at its request as an officer, or employee, in which it has an interest, or who serve at its request with respect to any employee benefit plan, whether or not in office at the time, against and for any and all claims and liabilities to which he or she may be or become subject by reason of such service, and against and for any and all expenses necessarily incurred in connection with the defense or reasonable settlement of any legal or administrative proceedings to which he or she is made a party by reason of such service, except that this provision shall not eliminate or limit the liability of any such person (i) for any breach of his or her duty of loyalty to the Garden Club or its members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which he or she derived an improper personal gain. In effecting such indemnity and reimbursement, the Officers of the Garden Club may enter into such agreements and direct the Garden Club to make such payment or payments and take such other action (including employment of counsel to defend against such claims and liabilities) as may in their judgment be reasonably necessary or desirable. Such indemnification or reimbursement shall not be deemed to exclude any other rights or privileges to which such person may be entitled.
Section 2. Indemnification of the persons specified in Section 1 of this Article may include payment by the Garden Club of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this Bylaw or under Chapter 180 of the Massachusetts General Laws.
Section 3. The Garden Club shall have the power to purchase and maintain insurance on behalf of any person who is or was a board member, director, trustee, officer, employee, or other agents of the Garden Club, or is or was serving at the request of the Garden Club as a board member, trustee, officer, employee, or other agents of another organization in which it has an interest, against any liability incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Garden Club would have the power to indemnify him or her against such liability.
Article XI: Dissolution Clause
In the event of dissolution, all of the remaining assets and property of the organization shall, after payment of necessary expenses, be distributed to such organization as shall qualify under Section 501( C) (3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal Tax Law or to the Federal Government, a State or Local government for public purpose, subject to the approval of a court of competent jurisdiction within the Commonwealth of Massachusetts. In the event of the dissolution of the Club, any assets shall revert to the Paxton Town Library, The Richards Memorial Library, for unrestricted use.
Article XII: Nondiscrimination Clause
The Paxton, MA Garden Club shall not permit in their conduct of club affairs, any restriction or limitation whatsoever based upon race, color, creed, gender, and national origin or employment status.
Article XIII: Parliamentary Authority
The current edition of Robert’s Rules of Order shall govern all proceedings of the Garden Club to which they are applicable and in which they are not inconsistent with these bylaws. The President may appoint a parliamentarian. The parliamentarian may advise at all other meetings of the Garden Club.