PERENNIAL PLANTERS GARDEN CLUB, INC. BY-LAWSREVISED 2019
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 four classes: Active, Sustaining, Affiliate and Honorary. Only Active and Sustaining Members shall have the right to vote on Club matters. All Active, Sustaining and Affiliate members shall be members of the Garden Club of America and the Rhode Island Federation of Garden Clubs. Any member wishing to change her membership classification must notify the Membership Chair 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. a) If an Active Member has had excessive absences from meetings in a given year without proper notification to the Secretary, she may be notified by the Membership Chair who will inquire as to her intentions towards (1) retaining active membership, (2) changing membership status or (3) submitting a letter of resignation. b) If a member is unable to attend a meeting, she must notify the Secretary. c) Any question arising from excessive absences will be taken up with the Board. Section 2. Sustaining Members are former active members of a minimum ten (10) years standing who no longer wish to participate fully in the Club program. Sustaining Membership shall be limited to ten(10) persons. Sustaining Members are expected to attend meetings during the year and to participate in Club projects. They may serve on committees and shall have the privilege of voting. They may not hold office within the Club. They may propose and second candidates for membership. They shall be members of both the Garden Club of America and the Rhode Island Federation of Garden Clubs with full privileges in both organizations. a) To be eligible for Sustaining Membership a member must have taken continuous active part in the Garden Club and 1) held an office in the Club, 2) been a chair of a special event and 3) contributed substantially to the Garden Club activities at the community, state-wide or national level. Approval of the qualifications for change of membership will be entirely at the discretion of the Board. b) A member wishing to become a Sustaining 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. A Sustaining Member will be required to pay full Club membership dues. c)Sustaining Members wishing to return to Active Membership shall make arequest to the Board for change of status. Any such change of status must be unanimously approved by the Board Section 3. The affiliate Membership classification refers to those members who are no longer Active or Sustaining Members, but who wish to retain affiliation with Perennial Planters and the Garden Club of America. a) To be eligible for affiliate Membership, a member must have completed ten (10) years satisfactory service with the Club. She may no longer wish to participate fully in the Club or may have become a nonresident. Affiliate Members shall not have the right to vote or hold office within the Club. b) Affiliate Members will pay full Club dues. They shall be counted in the Club’s GCA quota, unless they are primary members of another GCA-affiliated garden club. Affiliate Members may not represent the Club at GCA Zone or Annual Meetings. c) A member may become an Affiliate Member upon written request to the Board which must approve it unanimously. Such approval shall become effective immediately. Section 4. Honorary Membership may be granted 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 Secretary 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 – MEMBERSHIP PROPOSAL
Section 1. Any Member desiring to submit the name of a candidate for Club membership shall first obtain an application from the Membership Chair and return same after the application has been signed and endorsed to the Membership Chair. a) Club members may sponsor only one candidate for membership and endorse one other during any program year. Officers and members of the Membership Committee may not propose candidates for membership. They may second a proposal. 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. c) Sponsors of proposed new members shall encourage the Membership Committee to personally meet a candidate before the membership application goes before the Board for action.
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 Membership Chair.
Section 3. The Membership Chair 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 Membership Chair informing her that her 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 and Sustaining Members (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, Second Vice President, Secretary, Treasurer and Assistant Secretary-Treasurer.
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. She shall be an ex-officio member of all standing committees except the Nominating Committee . She also may appoint adhoc committees to expedite special events and tasks as she deems appropriate. She shall attend meetings of the Rhode Island Federation of Garden Clubs, Inc. or appoint an alternate. She 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 shall perform all duties of the President and Second Vice President in their absence and shall attend one meeting of the Rhode Island Federation of Garden Clubs, Inc., each year with the President, in order to acquaint herself with the Federation affairs. She shall be Membership Chair.
Section 3. The Second Vice President shall be the Program Chair, and in the absence of the President or First Vice President, perform all duties of their executive offices.
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 only those bills approved by the Board. She shall collect dues, file receipts of all disbursements and keep a balanced account of all transactions. She 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. She 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 7. No officer shall be eligible to hold the same office on the Board for more than three consecutive terms.
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 of each classification of membership shall be determined by the Board with the approval of the membership. 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
Section 1. The new President shall appoint the following standing committee chairmen 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. Membership - The Membership Committee shall consist of three members, the Chair of which shall be the First Vice President. They shall consider all membership proposals, visit candidate’s gardens, if possible, and make membership recommendations to the Board. 2. Nominating - The Nominating Committee shall consist of three members, the Chair of which shall be the immediate past president. Members of the Board, except for the immediate past president, may not serve on the Nominating Committee. The Committee shall present the new slate of officers to the membership and shall fill any vacancies on the Board. 3. Archives - The Chair is the Club’s representative for the Archives of American Gardens at the Smithsonian Institution and encourages members to nominate local gardens to the archives. 4. Bulletin - The Chair submits articles and photographs to the GCA Bulletin for publication. 5. Awards - The Chair receives literature from the Garden Club of America and Federation concerning awards available. She encourages members to apply for awards, and assists with all necessary paperwork in an awards application. As deemed necessary, the Chair of the Awards Committee may appoint sub-committees to shepherd applications for special GCA awards including, without limitation, Founder’s Fund awards. 6. Horticulture - This committee consists of a Chair and a Vice Chair. The Chair oversees all Club horticultural projects and encourages members to enter horticultural classes in Flower Shows. She shall appoint a Vice Chair. She receives literature from the Garden Club of America and the Federation and is responsible for apprising the Club of its content. She will facilitate entries in the Garden Club of America Zone II Gavel Competition and Plant Exchange. 7. Conservation - This committee shall consist of a Chair and a Vice Chair. The Conservation Chair shall oversee all conservation activities and projects of the Club. She shall receive literature from the Garden Club of America and the Federation and relay its contents to the Club. She shall appoint a Vice Chair to assist her. 8. Flower Show - This committee shall consist of a Chair and a Vice Chair. The Chair shall oversee all matters relating to Flower Shows and shall encourage members to enter Flower Show artistic classes. She shall receive literature from the Garden Club of America and the Federation and shall relay its contents to the Club. She shall appoint a Vice Chair. 9. Publicity - The Chair arranges for publicity of Club functions as appropriate and maintains a file of any Club press clippings. She shall send copies of all clippings to the Garden Club of America Zone II Publicity Chair. 10. Visiting Gardens - The Chair is the liaison for any Garden Club of America clubs or members who wish to visit local gardens. She receives information from the Garden Club of America Visiting Gardens Committee. 11. Programs - The Chair is responsible for the arrangements pertaining to Club meetings. She shall arrange for meeting locations, hostesses as needed and any appropriate refreshments. She shall work in concert with any standing or adhoc committee chairs to facilitate Club events. 12. Community - The Chair shall oversee community Club projects such as donations of plants to charitable institutions and maintenance of Mary Elizabeth Sharpe Park. 13. Garden History and Design - The Garden History & Design Committee is responsible for recording and cataloguing 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. 14. 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 and/or help in documenting Perennial Planters meetings and events. It provides access to quality photographs for GCA publications. It enhances the quality of the photography division in flower shows. 15. Scholarship - The Chair of the Scholarship Committee familiarizes Club Members with all GCA scholarship offerings, including the Hull Award, and introduces current scholars of local interest. 16. Newsletter The Chair is responsible for publishing The Planter each month September - May and sets a deadline for all materials to be submitted. The Vice President assists by collecting and forwarding all materials on time.
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.
P.O. Box 603146 Providence, RI 02906-0146 www.perennialplanters.org