PERENNIAL PLANTERS  GARDEN CLUB, INC.
BY-LAWS REVISED 2023
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Article I - NAME
The name of this Club shall be The Perennial Planters Garden Club.

Article II – OBJECTIVES
This Club is organized and operated for educational and charitable purposes as defined by section 501 (c) (3) of the Internal Revenue Code of 1986, as amended (the “Code”).  The object of this Club shall be to stimulate the knowledge of horticulture and flower arranging and to encourage and maintain the highest standards of excellence in conservation, civic projects, and all branches of horticulture by exhibits, lectures, and activities which inform, educate, and enrich the community.

Article III – MEMBERSHIP
Membership shall consist of three classes:  Active, Associate, and Honorary. Only Active shall have the right to vote on Club matters.  All Active and Associate members shall be members of the Garden Club of America and the Rhode Island Federation of Garden Clubs.  Any member wishing to change their membership classification must notify the board in writing.

Section 1.  Active Members shall participate actively in the Club.  It shall be the only classification of membership entitled to hold office in the Club.  Active Members may propose and second new members. Active members will pay annual dues.

Section 2. Associate Members are former active members of a minimum ten (10) years standing who no longer wish to participate fully in the Club program.  Associate Membership shall be limited to ten(10) persons. Associate Members are invited to attend meetings during the year and to participate in Club projects.  They may serve on committees and do not have the privilege of voting. They may not hold office within the Club. They may propose and second candidates for membership, and will pay annual dues.
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a)    To be eligible for Associate Membership a member must have taken continuous active part in the Garden Club and held an office in the Club, Approval of the qualifications for change of membership will be entirely at the discretion of the Board.
b)     A member wishing to become an Associate Member must request membership change in writing from the Board.  The request must be unanimously approved and will become effective at the first regular Club meeting thereafter.   c)    Associate Members wishing to return to Active Membership shall make a request to the Board for change of status.  Any such change of status must be unanimously approved by the Board
  

Section 4. Honorary Membership may be granted to any individual who, in the opinion of the Board and two-thirds majority vote of the membership, has attained unusual honors in gardening or has given unusual service to this Club, the Rhode Island Federation of Garden Clubs, Inc. or the Garden Club of America, Inc. Honorary Members do not pay dues and are not included in the Club’s GCA quota.  Honorary Members do not have the right to vote on Club matters and may not hold any offices in the Club or represent the Club at GCA, Zone or Annual Meetings.

Section 5. A member wishing to resign must notify the Board in writing.
Section 6. A member in good standing who resigns must refile an application as a new member if she wishes reinstatement as a member.

Article IV –Election of Members

Section 1. ·   Members are encouraged to invite interested people to attend meetings to learn about Perennial Planters. An interested candidate must attend two meetings before the proposer can obtain an application. The proposer must collect the application completed by the candidate and two letters of support and submit them to the Membership chair. a)     Club members may sponsor only one candidate for membership and endorse one other during any program year. 
b)     A candidate’s application must be sponsored by one member and endorsed by one other, all of whom shall have been members for at least one year, and to each of whom the candidate is personally known.
Section 2. The sponsor and the endorser of a candidate for membership shall submit accompanying letters when presenting a membership application.  Additional letters on behalf of the candidate from other Club members of any membership classification will be welcomed by the Board.

Section 3. The Vice President for Membership will then propose the name of the new candidate at the next Board meeting.

Section 4. The candidate’s application must be unanimously approved by the Board.  If approved, the application will then be presented to the Club membership for consideration and voting. The affirmative vote of two-thirds of the members present or responding is necessary to elect a new member.

Section 5. After being elected to membership, the candidate will be sent a letter by the Board informing her that their application has been accepted.

Section 6. The proposed new member shall not belong to any other active GCA-affiliated winter garden club at the time of her acceptance to active membership in Perennial Planters.

Article V – MEMBER MEETINGS AND VOTING

Section 1. 
a)  There shall be not less than eight regular meetings of the Club between September and June inclusive, the dates and times of these meetings to be determined by the Board.                  
b)  Special Member meetings shall be called by the President upon consent of the Board.

Section 2. The Annual Meeting shall be one of the requisite number of regular meetings. At this meeting standing committee chairmen and officers must submit written reports to be placed on file. The new officers shall be installed and all records and necessary papers pertaining to their offices will be received.

Section 3. All meetings shall be conducted according to the rules of parliamentary law, “Roberts Rules of Order Revised” being the authority.

Section 4. Only Active (the “voting Members”) shall have the privilege of voting on Club matters. Member votes may be taken at a meeting at which at least Twenty-Five Percent (25%) of the voting members (a “quorum”) are present or, without a meeting, by written ballot.  A matter presented to the Members for a vote shall pass upon the consent of two-thirds (⅔) of the voting Members responding, in the case of a written ballot taken without a meeting and, in the case of a vote taken at a meeting at which a quorum has been established, by a vote of two-thirds (⅔) of the voting Members present. Notwithstanding the foregoing, any matter presented to the Members without a meeting must be passed by written vote of no less than the minimum number of votes that would be required to pass such measure if it were presented to the Members at a meeting. 

Article VI – OFFICERS

Section 1. The Officers of the Club shall be the President, First Vice President/Program, Second Vice President/Membership, Secretary, Assistant Secretary, Treasurer, and ex-officio

Section 2. The officers shall be elected at the Annual Meeting for a two-year term of office by a two-thirds vote of the members present.
a)     The officers of the Club shall be members of the Board.
b)     The immediate past President shall, at the end of her two year term of office, become a member of the Board ex-officio.
c)     All vacancies on the Board shall be filled by the Nominating Committee or, in the absence of a Nominating Committee, by vote of the remaining members of the Board.

Article VII – DUTIES OF OFFICERS

Section 1.  The President shall preside at all meetings of the Club and shall perform all duties as pertaining to that office. They shall be an ex-officio member of all standing committees and may appoint ad hoc committees to expedite special events and tasks as is deemed appropriate. The shall attend meetings of the Rhode Island Federation of Garden Clubs, Inc. or appoint an alternate.  They shall also attend the Annual Meeting and Zone Meetings of the Garden Club of America or appoint an alternate.

Section 2. The First Vice President/Program shall perform all duties of the President and Second Vice President in their absence. They are also responsible for planning and executing the yearly program. They shall attend one meeting of the Rhode Island Federation of Garden Clubs, Inc., each year with the President, in order to acquaint themselves with the Federation affairs.

Section 3. The Second Vice President/Membership Chair shall be the Membership Chair, and in the absence of the President or First Vice President, perform all duties of their executive offices. As membership chair, they are responsible for applications, voting, and communication around membership.

Section 4. The Secretary shall keep separate records of all meetings of the Club and shall present an annual report. She shall take attendance at meetings.

Section 5. The Treasurer shall have charge of the Club funds and will pay the bills.  They shall collect dues, file receipts of all disbursements and keep a balanced account of all transactions.  They shall submit a statement at each Annual Meeting and shall pay the Club dues annually required by the Rhode Island Federation of Garden Clubs, Inc. and the Garden Club of America, Inc.  They shall send out bills for dues during the first week in May.

Section 6. The Assistant Secretary-Treasurer shall assist the President, the Secretary, and the Treasurer in such ways as they require.  She shall have the power to sign checks on any and all Club bank accounts in the absence or disability of the Treasurer.

Section 8 The board will work together to disseminate useful information to the membership from the GCA and RI Federation. They are responsible for collecting information for the monthly planter, keeping the archives up to date, and communicating with GCA about club happenings.

Article VIII – BOARD OF DIRECTORS

Section 1.  The Board of Directors (the “Board”) shall consist of the officers of the Club and the immediate past president.

Section 2. Board meetings shall be held at the discretion of the President.

Section 3. The Board shall have control and management of the affairs of the Club, shall approve plans by the Standing Committees, and shall approve bills to be paid by the Treasurer.

Section 4. Two-thirds (⅔) of of the Board shall constitute a quorum.

Article IX – FISCAL YEARS AND DUES    

Section 1. The fiscal year of the Club shall be from May 1 to April 30.   

Section 2.  The annual dues for all levels of membership shall be determined by the Board with the approval of the membership. Active and Assoicate members shall pay dues.
a) Dues notices will be sent out the first week of May to be paid by May 31.
b)  It is the duty of each member to meet her dues obligation promptly.

Article X – STANDING COMMITTEES All members are encouraged to contribute to one of the following committees:

Section 1.  The President shall appoint the following standing committee chairs to serve for a two-year period. The chairmen shall be responsible for their committees as outlined below and for keeping their records current. 

1.     Horticulture: The Horticulture Committee seeks to nurture the knowledge and love of gardening, to promote useful and valuable plants, and to conserve those at risk. It supports the GCA in their efforts to educate their communities in responsible ways to plant, propagate, grow, and show. The committee participates in activities within the club to educate its members.
2.     Conservation and Legislation The Conservation Committee informs members and the public about critical issues threatening the environment and to educate and inspire members and the public about conservation preservation actions that can be taken to improve the health of the environment. The committee focuses on community outreach, educating members through the monthly newsletter on water and energy saving tips, and providing visibility on key national and legislative conservation issues.
3.    Flower Design The Flower Design Committee oversees all matters relating to Flower Shows and shall encourage members to enter Flower Show artistic classes.  It receives literature from the Garden Club of America and the Federation and shall relay its contents to the Club.
10.   Visiting Gardens - The Visiting Garden Committee is the liaison for any Garden Club of America clubs or members who wish to visit local gardens.  It receives information from the Garden Club of America Visiting Garden committee.
4.   Community The Community Committee oversees projects such as donations of plants to charitable institutions and maintenance of Mary Elizabeth Sharpe Park.

5.   Garden History & Design The Garden History & Design Committee is responsible for recording and cataloging contemporary private gardens of exceptional importance and interest for the Smithsonian’s Archive of American Gardens, which makes those archives available to scholars and historians doing research.  The Archive is intended to reflect both the history of and current trends in American landscape gardening, as well as exceptional examples thereof, and to preserve images and descriptions of those gardens for the future. 
6.   Photography: The Photography Committee furthers the knowledge and love of gardening and the natural landscape through photography. It promotes the art and science of photography at all skill levels through education. It provides training through workshops and opportunities for members to submit photos for publications and GCA Flower/Photography Shows.
Section 2.  The duties of the Standing Committee Chairs shall include the following:
a)  Each Chair shall attend such GCA and Federation sponsored or other meetings or workshops pertinent to her Committee.
b)  Standing Committee Chairs shall attend such Board meetings as requested by the President, and shall keep the Board apprised of the activities of their respective Committees. Each Chair shall also be prepared to report briefly at Member meetings if called upon.

Article XI – AMENDMENTS
These BY-LAWS may be amended by a written vote of two-thirds (⅔) of the voting members present at a meeting at which a quorum has been established, or by written ballot approved by two-thirds (⅔) of the responding voting members.  Any proposed amendment must first be approved by the Board, and shall be submitted in writing to the membership at least two weeks prior to voting.

Article XII – MISCELLANEOUS

Section 1. No Private Benefit: No part of the assets or the net earnings of the Club shall be divided among or inure to the benefit of its members or any other private person or be appropriated for any purpose other than the purposes of the Club as set forth in Article II.  The Club is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the objectives of the Club.

Section 2. No Political Intervention: No substantial part of the activities of the Club shall consist of the carrying on of propaganda or of otherwise attempting to influence legislation, except to the extent that the Club makes expenditures for purposes of influencing legislation in conformity with the requirements of Section 501 (h) of the Code, and the Club shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

​Article XIII – DISSOLUTION
This Club may be dissolved at any meeting of the Club held pursuant to Article V provided, however, that notice of such a motion for dissolution shall be sent to all members at least two weeks prior to such a meeting.  The affirmative vote of two-thirds of the members present at such a meeting at which a quorum has been established shall be required to approve the motion for dissolution. Upon dissolution, and after payment of all liabilities of the Club or due provision therefore, the Board shall dispose of all the remaining assets of the Club to such organization or organizations created exclusively for charitable or educational purposes that qualify as exempt under Section 501 (c)(3) of the Code.