MGC Constitution
CONSTITUTION AND BYLAWS
OF THE MAPLEWOOD GARDEN CLUB, INC.
ARTICLE I: NAME
The name of this corporation is The Maplewood Garden Club, Inc., hereafter referred to as the Club.
ARTICLE II: PURPOSE
The objectives of this Club are: to stimulate interest in good gardening and artistic use of plant materials; to furnish information on subjects relating to gardening; to provide education on horticulture to the membership and community at large; to further the horticultural beauty and development of our township; to aid in the protection of wildflowers and birds; and to aid in the conservation of our natural resources.
ARTICLE III: MEMBERSHIP
There shall be two classes of membership: Active and Honorary
Section 1: Active membership
Active membership shall be open to all persons who are interested in the purposes of the Club and are willing to participate in its activities. They shall make written application to the Membership Chairman. The application shall be submitted to the Board for approval.
Section 2. Honorary members
Honorary members shall be elected by a vote of the Club upon recommendation by the Maplewood Garden Club Board in recognition of their distinguished contributions to the purpose of the Club. They are not required to pay annual dues.
Section 3 Dues
The annual dues shall be determined by the Board with approval by a quorum of the membership at a regular monthly meeting of the Club.
All dues are payable annually on the first of May.
ARTICLE IV. OFFICERS
Section 1. The Officers
The officers shall be President, First Vice President, Second Vice President, Corresponding Secretary, Recording Secretary and Treasurer. These Officers shall be the Trustees of the Club.
Section 2. Terms
The officers shall be elected at the Annual Meeting for a period of two years or until their successors are elected. In the event that an officer is unable to complete a term, the Board of Directors shall appoint an individual to complete the term. Any officer shall be eligible for re-election.
Section 3. Officer Roles
The President shall preside over all regular meetings and Board meetings and shall serve as an ex-officio member of all committees other than the Nominating Committee. The President shall appoint the chairpersons of all Standing Committees within a reasonable period of time following the Annual Meeting.
The President shall, with the advice and consent of the Board, identify other committees and appoint the chairpersons as may be necessary for the conduct of the Club’s activities.
In the absence of the President, the Vice Presidents, in order of their standings, shall perform all the duties of that office. They shall serve as chairperson of their assigned committees.
The First Vice President shall be responsible for planning and securing programs for the monthly meetings.
The Second Vice President shall be responsible for Club trips.
The Recording Secretary shall record and keep the minutes of all meetings. He/she shall distribute a copy of the minutes with Board meeting agendas to all Board members prior to each Board Meeting.
The Corresponding Secretary shall conduct the Club’s correspondence, as necessary, and shall be responsible for the preparation and mailing of the monthly newsletter. Also collect and distribute club related news to the Web Master, Publicity Chairperson and Social Media Chairperson.
The Treasurer shall collect and deposit all monies in the Club’s name and have custody of all financial materials. The Treasurer shall make all properly authorized expenditures and shall submit a financial report at each regular Board meeting and at the June Awards Meeting. The Treasurer shall submit the Club’s financial records for review annually.
The Treasurer shall be responsible for filing the State of New Jersey Corporate Annual Report, State of New Jersey Charitable Renewal Registration Statement, Federal 990 Form and all other financial reports as may be required.
ARTICLE V: MEETINGS
Section 1: The Club shall meet once each month, September through June. Meetings will generally be held on the first Monday of the month.
Section 2: The Annual Meeting of the Club shall be held at the scheduled May meeting of each year.
Section 3: Special meetings of the Club may be called by the President, or upon written request of ten members of the Club addressed to the President.
Section 4: Meetings of the Board are scheduled by the President in consultation with the Board and are usually held every two months during the Club year.
Section 5: Three members of the Board, including one officer, may call special meetings of the Board with a week’s notification to the Board in advance.
Section 6: A quorum to conduct business at a meeting of the Club shall consist of at least one officer and thirty (30) members or a simple majority of the active membership, whichever is less.
Section 7: A quorum to conduct business at a meeting of the Board of Directors shall be ten (10) members including two officers.
Section 8: The Board may electronically present matters to the Board for approval as long as all Board members are notified of the vote and are allowed to participate in discussion and voting.
ARTICLE VI. BOARD OF DIRECTORS
The Board of Directors shall consist of the elected officers, the chairpersons of the Standing Committees, and the chairpersons of all other committees appointed by the President with the advice and consent of the Board.
The President may also appoint Board Members at Large, the number not exceeding more than two at any one time.
ARTICLE VII: STANDING COMMITTEES
The Standing Committees shall be:
A. Budget – The Committee shall consist of the Treasurer and two or more members of the Board. It is responsible for preparing an annual budget no later than the end of August of each year for approval by the Board.
B. Community Projects – The Committee shall consist of two or more members whose duty shall be to identify needs consistent with the Club’s purposes within the community, which might be met by activities or donations of the Club.
C. Durand-Hedden Herb Garden – The Committee shall consist of two or more members whose duty shall be to maintain the herb garden at the Durand-Hedden House and stimulate interest in the culture and use of herbs.
D. Environmental Conservation – The Committee shall consist of one or more members whose duty shall be to promote interest in conservation of the environment, recycling and similar matters.
E. Financial Review – The Committee shall consist of one or more members whose duty shall be to confirm the accuracy of the Club’s financial records, to review the stewardship of the Club’s financial assets and to certify the Treasurer’s annual fiscal report to the Board. It shall report this certification to the membership at the Annual Meeting in May. The Treasurer shall not serve on this committee.
F. Garden Behind the Greenhouse – The Committee shall consist of one or more members whose duty shall be to maintain and improve the Garden behind the Greenhouse.
G. Greenhouse – The Committee shall consist of one or more members whose duty shall be to operate and maintain the Rahner Greenhouse and liaise as necessary with the Township of Maplewood.
H. Hospitality – The Committee shall consist of two or more members whose duty shall be to provide refreshments at Club events and to organize the June meeting.
I. Membership/Data Base – The Committee shall consist of one or more members whose duty shall be to present candidates for membership to the Board of Directors for approval. The Chairperson shall report their names and addresses to the President, Corresponding Secretary, Yearbook Chairperson and Treasurer. It shall be the duty of the Chairperson to supply all new members with copies of the current Yearbook and Bylaws and to maintain a current list of Club members.
J. Memorial Garden at the Greenhouse – The Committee shall consist of one or more members whose duty shall be to cultivate and maintain the Memorial Garden at the Greenhouse.
K. Monthly Exhibits – The Committee shall consist of one or more members who shall be responsible for creating a monthly exhibit schedule, arranging competitive exhibits among members, securing judges and maintaining necessary records for annual awards.
L. Nominating – The Committee shall consist of a minimum of three members who shall prepare a slate of candidates for Officers of the Club for election at the Annual Meeting in May. The Immediate Past President will serve as chairperson of the Nominating Committee.
M. Plant Sale – The Committee shall consist of three or more members whose duty shall be to plan and manage the annual plant sale.
N. Publicity – The Committee shall consist of one or more members who shall be responsible for publicizing the activities of the Club.
O. Scholarship – The Committee shall consist of one or more members whose duty shall be to recommend to the Board candidates for any scholarships the Club may offer.
P. Yearbook – The Committee shall consist of one or more members who shall be responsible for arranging, coordinating, printing and distributing the Yearbook.
Q. Youth Garden Club – The Committee shall consist of one or more members whose duty shall be to organize the activities of the Maplewood Youth Garden Club.
R. Other Committees – Other Committees may be designated, but not as Standing Committees, and may include but not be limited to:
- Awards
- Awards Dinner
- Dicken’s Village
- Flower Show
- Garden Information Center
- Garden Therapy
- Garden Walk
- Library Donations
- MGC Clothing
- Meeting Incentives
- Members Keeping in Touch
- Propagating Committee
- Railroad Station Decoration
- Social Media
- Website
- Workshops
- Wreath-Making
ARTICLE VIII: FISCAL YEAR
The Club’s fiscal year shall begin on September first and end on August thirty-first.
ARTICLE IX: RESTRICTIONS ON USE OF FUNDS
No substantial part of the activities of the Club shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Club shall not participate in, or intervene in any political campaign on the behalf of or opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Club shall carry on only activities permitted to a Club exempt from federal income tax under Section 501(c) 3 of the Internal Revenue Code of 1954 as it now exists or as it may be amended and the New Jersey Non-Profit Corporation Act, being N.J.S.A. 15A:1-1, et seq.
No part of the net earnings of the club shall inure to the benefit of, or be distributed to, any of its members or trustees/officers, except that the club shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes.
ARTICLE X AMENDMENTS
These bylaws can be amended at any meeting of the Club by a two-thirds vote of those constituting a quorum and voting, provided the proposed amendment shall have been first approved by the Board of Directors and made available to each Club member not less than one week prior to the time of the voting.
ARTICLE XI DISSOLUTION
Upon the dissolution of the corporation, the Board of Trustees shall, after paying or adequately providing for the debts and obligations of the corporation, dispose of all the assets in such a manner or to such organization or organizations organized and operated exclusively for charitable, educational and scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) 3 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Code), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in which the principal office of the corporation is then located, exclusively for such purposes, or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.
XIII PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall guide the Maplewood Garden Club in all cases to which they are applicable and in which they are not inconsistent with these bylaws.
Adopted by the Maplewood Garden Club Membership,
May 6,2019