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BYLAWS -  THE PINEFIELD GARDEN CLUB OF FRAMINGHAM

(Amended October 2021)

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ARTICLE I - Name

The name of the club shall be The Pinefield Garden Club of Framingham.

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ARTICLE II - Object

The object of this club shall be to stimulate interest in horticulture and to expand our knowledge of gardening for the benefit of our community.

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ARTICLE III - Club Year

The club year shall run from July 1st through June 30th.

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ARTICLE IV - Nondiscrimination

The Pinefield Garden Club of Framingham shall not permit in their conduct of club affairs, any restriction or limitation whatsoever based upon race, color, creed, gender, and national origin, or sexual orientation or employment status.

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ARTICLE V – Membership

 Section 1. Regular Membership

  1. Club membership will be limited to 50 Regular Members.

  2. Any resident of Framingham or surrounding towns shall be eligible for membership.

  3. Regular Members are expected to participate in club meetings, committees, programs, activities, and/or fundraising efforts.

  4. If the roster of Regular Members is full, names of prospective members shall be placed on a waiting list in the order received.  When vacancies occur, those names shall be acted upon by the Executive Board in order of receipt.

  5. A prospective member, upon payment of dues, will become a Regular Member.

 Section 2. Honorary Membership

  1. A prospective Honorary Member may be nominated by any Regular Member.  The Executive Board will vote on the nomination, and the nomination will be accepted if it receives a majority vote to approve from Executive Board Members present and voting.

  2. Honorary Members may not vote or hold office, but shall, otherwise, have all the rights and privileges of regular members.

 Section 3. Associate Membership

  1. A member who has been a past president or a Regular Member for at least 7 years may apply for Associate Membership.  This application must be received by the Secretary prior to the Annual Meeting.  The Executive Board will vote on the application, and the application will be accepted if it receives a majority vote to approve from Executive Board Members present and voting.

  2. Associate members may not vote or hold office, but shall, otherwise, have all the rights and privileges of regular members.

  3. Associate Members are not obligated to participate in committee work or fundraising efforts.

  4. Associate Members may not number more than 20% of the active members.

 

ARTICLE VI - Dues

Section 1.  Regular Members shall pay annual dues as recommended by the Executive Board and approved by a majority vote of the general membership.

Section 2.  New Regular Members who are accepted after the February club meeting shall pay one-half the regular annual dues.

Section 3.  Honorary Members shall be exempt from the payment of dues.

Section 4.  Dues for Associate Members shall be $5.00 above the amount paid by Regular Members.

Section 5.  All dues shall be payable on or before the date of the annual meeting.

 

ARTICLE VII - Officers and Their Duties                                                                                                            

Section 1.  The officers of this club shall be President, Vice President, Secretary, and Treasurer.  Each officer shall present a written report at the May meeting of the Executive Board.

The club allows co-officers.  If the club elects Co-Presidents, the office of President and Vice President may be combined into the roles for the Co-Presidents.

Section 2. The President shall:

  1. Preside at meetings of the club and of the Executive Board.

  2. Ensure that each standing and special committee is filled and has a chairperson.

  3. Call special meetings as needed, with the approval of the Executive Board.

  4. Act as liaison and represent the club with The Garden Club Federation of MA and other organizations, or appoint a proxy.

  5. Be responsible to oversee the yearly budget and regularly review the financial records.

Section 3. The Vice President shall:

  1. Perform the duties of the President in her absence.

  2. Upon resignation or removal of the President, become President and hold office until the next election.

  3. Serve as program chair.

Section 4. The Secretary shall:

  1. Keep the minutes of each Executive Board meeting and each general meeting.

  2. Conduct the correspondence of the club.

Section 5. The Treasurer shall:

  1. Keep an accurate list of members and collect dues from members.

  2. Pay such bills as have been approved for payment by the Executive Board.

  3. Keep an accurate record of all receipts and disbursements.

  4. Provide regular financial reports to the Executive Board, including a final annual report after the annual meeting.

  5. Submit necessary financial filings by the dates due to the state and federal government, and to The Garden Club Federation of MA.

  6. Maintain solid financial practices, and make the financial records available for regular review by the President, the Executive Board, and the membership.

 

ARTICLE VIII - Executive Board and Committees

Section I. The Executive Board shall consist of the officers, the chair of the nominating committee, and the chairs of the standing committees.

Section 2. The Executive Board shall transact all routine business of the club, and shall fill vacancies that may occur in elective offices and committee chairs.

Section 3. The President shall appoint such standing committee chairs as are deemed necessary each year.

 

ARTICLE IX - Elections

Section I. The term of office shall be one year, and no member shall hold the same office for more than two consecutive terms, except the Treasurer, who may serve for up to five consecutive terms.

Section 2. No member shall be eligible for office without having been a member for at least one year.

Section 3.

  1. There shall be a nominating committee with a minimum of three members elected to serve for one year.

  2. The nominating committee shall present the slate of nominees in writing to the membership prior to the April meeting.

  3. The chair of the nominating committee shall present the slate of prospective officers to the membership at the April meeting for a vote.

Section 4.  The officers of the club shall be elected by a vote to approve from a majority of members present and voting at the May club meeting.  A club officer shall tally the votes and report the results to the membership.  The officers will take office at or before the annual meeting.

 

ARTICLE X – Meetings and Convenings

Section 1. General meetings or convenings shall be held each month from October through December and February through June.  All meetings except the June annual meeting are open to non-members.

Section 2. Executive Board meetings shall be held in November, January, March, and May and are open to the general membership, though only Executive Board members may vote.  Additional meetings may be held as deemed necessary by the Executive Board to conduct club business. 

Section 3. The Annual Meeting shall be held in June and is limited to members only.  It shall be held for the purpose of presenting the Historian's Report of the club's activities for the year, and for installing or recognizing the officers for the ensuing year.

 

ARTICLE XI - Quorum

Section 1. Nine voting members shall constitute a quorum for meetings of the general membership.

Section 2. Five voting members shall constitute a quorum for meetings of the Executive Board.

 

ARTICLE XII - Parliamentary Authority

The rules set forth in Robert's Rules of Order, Revised shall govern this club in all matters to which they are applicable and in which they are not inconsistent with these bylaws.

 

ARTICLE XIII - Amendments

Section 1. These bylaws may be amended at any general meeting of the club by approval of a two-thirds vote of those members present and voting, provided that any proposed amendment or amendments were presented to the members prior to the vote, or that all members were notified in writing of the proposed amendments at least two weeks prior to the vote.

Section 2. Proposed amendments to the bylaws may also be presented and voted on electronically.  If a proposed amendment is approved by two-thirds of the vote of the members who cast a vote, it will be approved.

Section 3. Notifications of proposed amendments to the bylaws may be provided in person, or in writing by mail or electronically.  Any members who have specified to the Secretary that they do not wish to receive electronic communications or participate electronically must receive the notice in person or via mail, and be allowed to vote in person or in writing.

Section 4. A club officer shall tally any amendment votes and report to the Secretary to record the result of the vote.

 

ARTICLE XIV - Dissolution

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.

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