BYLAWS OF EL CERRITO GARDEN CLUB

ARTICLE I: Name

The name of this club shall be El Cerrito Garden Club.

ARTICLE II: Object

The object of the club shall be to stimulate the knowledge and love of gardening among amateurs; to aid in the protection of native trees, plants, and birds; and to encourage civic planting.

ARTICLE III: Affiliation

The club shall be a member of the California Garden Clubs, Inc.

ARTICLE IV: Membership

Membership shall be open to all persons interested and/or active in gardening and related subjects. There shall be three classes of membership: active, life, and honorary. Active members are voting members who pay regular dues. Life membership shall be conferred upon club members for outstanding club service. Honorary membership shall be based on outstanding civic service. Both life and honorary memberships shall be approved by the majority of the board. These memberships shall be presented at the June installation meeting. No assessments or dues shall be charged to life and honorary members. A prospective member may visit two regular meetings and may become a member upon payment of annual dues. Prospective members shall not visit more than two meetings.

ARTICLE V: Officers

The elected officers of the club shall be: a President, a First Vice-President, one or more Second Vice-Presidents, a Recording Secretary, a Corresponding Secretary, a Treasurer, a Historian, and a Parliamentarian.

The President shall:

preside at all meetings of the club and board of directors,

be the official spokesman and representative of the club before other groups,

call special meetings,

be ex-officio member of all committees except the nominating committee,

appoint all chairmen of the standing committees, special and continuing projects.

The First Vice-President shall:

perform all the duties of the President in the absence of the President,

act as program chairman,

act as a member of the yearbook committee.

The Second Vice-President shall arrange for volunteer hosts for refreshments and supervise all duties connected therewith.

The Recording Secretary shall take minutes of the board and general meetings.

The Corresponding Secretary shall prepare and mail general meeting notices to members.

The Treasurer shall promptly make bank deposits, pay all bills approved by the membership, and pay annual bills included in the budget. Checks drawn on the club bank account must contain signatures of any two of the three following officers: President, First Vice-President, and Treasurer.

The Historian shall keep a record of the year's activities in a scrapbook with photographs, clippings, awards, etc.

The Parliamentarian shall advise on club Bylaws and Rules of Procedures.

The officers shall be elected for a term of one year, starting July 1.

ARTICLE VI: Board of Directors

The board of directors shall consist of all officers and chairmen of standing and special committees, continuing projects, and study groups.

The duties of the directors shall be:

to conduct the routine business of the club,

to prepare the agendas for meetings of the general membership,

to consider and recommend actions to the general membership concerning new administrative policies, proposed major club projects, and expenditure of funds other than budgeted expenses.

ARTICLE VII: Committees and Projects

The Standing Committees shall be: Budget, Civic Beautification, Club Flower Arrangements, Conservation, Field Trips, Luncheons and Decorations, Membership, Plant Table, Publicity, Scholarship, Sunshine, and Telephone.

Each Standing Committee Chairman shall be appointed by the President and submit a current Procedure Book at the end of the year. No Chairman shall serve on the same Standing Committee for more than two consecutive years without approval of the membership.

The Special Projects shall be: Arbor Day, Awards, Brochure, Calendar Sales, District Meeting Coordinator, Fliers, Greeters, Memorial Fund, Newsletter, Penny Pines, Program, Ticket Sales, and Yearbook.

Each Special Projects Chairman shall be appointed by the President and submit a current Procedure Book at the end of the year. No Chairman shall serve on the same Special Project for more than two consecutive years without approval of the membership.

Study Groups will be determined by member interest.

ARTICLE VIII: Meetings

Unless otherwise provided by the Board of Directors, regular meetings of the club shall be held monthly on a day and at a time and place as designated by the Board of Directors. Exceptions: No meeting in July and August.

The Annual Meeting of the club shall be the general April meeting, when officers will be elected for one year.

Quorum: A quorum shall consist of one-third of the membership of the club.

ARTICLE IX: Elections

In January, the President shall appoint a nominating committee consisting of five active members. The committee shall then elect its own chairman, select, and present at the March meeting the names of candidates to be voted on by the club for the ensuing year. Other names may be presented from the floor with the candidates' permission. The election of the officers shall take place at the annual meeting in April. Officers shall be installed in June.

ARTICLE X: Dues and Finances

Annual dues shall be proposed by the Directors and voted on by the membership at the Annual Meeting in April. Annual dues shall be payable at the April meeting and shall be delinquent June 30th. Unpaid members shall be notified in June that their memberships will be terminated as of June 30th. Partial year membership dues shall be prorated as provided by the Directors. Regular dues shall include the per capita amount to be paid to the California Garden Clubs, Inc.

The President shall appoint an auditor at the end of each fiscal year within 30 days after the books are closed. After the audit, the books will be transferred to the new Treasurer.

The acceptance of civic beautification funds from the El Cerrito Foundation shall be used for civic beautification in El Cerrito.

ARTICLE XI: Nonprofit Status

Said organization is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.

No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of a future federal tax code.

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization 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.

ARTICLE XII: Amendments and Revisions

The Bylaws may be amended or revised by a two-thirds vote of the members present at a regular meeting, providing they have been read at two regular meetings or presented to the members by special notification.

Adopted: Spring 1955 Last Amended: September 14, 2006