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BYLAWS: GARDEN CLUB OF WINDHAM, INC.

ARTICLE I: Name


The name of this organization shall be “Garden Club of Windham, Inc.” hereafter referred to as “the Garden Club.”


ARTICLE II: Mission and Objectives


The Garden Club is a nonstock corporation organized and incorporated under the Connecticut Revised Nonstock Corporation Act, C.G.S. Section 33-1000 et seq. seq., and shall have the powers of a Connecticut nonstock corporation, provided that the activities of the Garden Club are not inconsistent with Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1986, as amended. The purposes of the Garden Club, as set forth in the Certificate of Incorporation, shall be to aid in the revitalization of the Town of Windham, including Willimantic, through education and the physical improvement of their public property. The Garden Club shall achieve this goal through a partnership with the Town and other groups, engaging citizens in activities that beautify the community and promote civic responsibility. The Garden Club aims to progressively improve the social capital of the Town by creating attractive public spaces that will be used for positive community activities. The Garden Club serves a variety of charitable functions for the community by cultivating its educational, artistic, cultural, and environmental resources. Its objectives include:


1. to operate exclusively on a non-profit basis solely for charitable and educational purposes that will serve our community and the public;


2. to share our love and knowledge of gardening with others in our community;


3. to improve the appearance and environment of our town through civic beautification projects, cultivation and care of public spaces, and tree planting in cooperation with the Town of Windham;


4. to work with the youth of our community to encourage an appreciation of plants, ecology, gardening, and civic responsibility; and


5. to foster respect for the environment and to work toward understanding and protecting the indigenous “web of life”: the native plants, insects, birds, amphibians, fish, and mammals that share our urban and suburban environment.


ARTICLE III: Membership


Section 1: Membership. Membership is open to any person with an interest in furthering our objectives without regard to place of residence, disability, age, or other factors.


Section 2: Dues. All Members are required to pay annual dues for each calendar year. The annual dues shall be determined at the last meeting of the year and shall be payable in January of each year. A Member whose dues have not been paid shall be notified, by April 30th for that year, that he or she will lose membership and voting rights for that year’s Annual Meeting and subsequent Membership Meetings.


Section 3: Notification. All Members who have provided a valid residential address, e-mail address, or preferred phone number shall receive notification and an agenda for all meetings and volunteer work days held by the Garden Club.


Section 4: Voting Rights. All Members in attendance at Membership Meetings shall have voting rights on all issues that come before a regularly scheduled meeting of the Garden Club. Votes shall be decided by a majority of the Membership in attendance unless otherwise specified in these Bylaws.


Section 5: Volunteers. The names and contact information of volunteers who participate in work projects but do not pay dues shall be recorded by the Membership Committee and they shall receive notice of work days. Volunteers shall be welcome at any time to become dues-paying Members and to attend Membership Meetings as guests.


ARTICLE IV: Board of Directors


Section 1: Number, Election and Term of Office. There shall be a Board of Directors (“the Board”) consisting of the Officers, the Chairpersons of each standing and ad hoc committee, and up to five additional club members elected at large. Members of the Board shall serve for a period of two (2) years.


Section 2: Board Power and Authority. The Board shall exercise the power and authority to act for the Garden Club during the intervals between meetings. The Directors shall manage the property and business of the Garden Club and may do anything that is not prohibited by law, the Certificate of Incorporation, or these Bylaws.


Section 3: Removal from Office. Pursuant to C.G.S. Section 33-1088, a Director on the Board who was voted in by the Membership may be removed from office only upon a two-thirds (2/3) vote of the Membership. A Director on the Board who was not voted in by the Membership may be removed from office only upon a two-thirds (2/3) vote of the Board. A Director may be removed only at a meeting called for the purpose of removal and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the Director.


Section 4: Vacancies. Vacant positions on the Board shall be filled for the unexpired portion of the term by the Board.


Section 5: Regular Meetings. The Board shall meet at least two (2) times per year at the discretion of the President. Notice of Regular Meetings shall be given in the same manner as for a Special Meeting of the Board.


Section 6: Special Meetings. Special Meetings of the Board may be called by the President. Any three (3) Directors may request in writing that the President call a meeting of the Board. If the President does not call a meeting within five (5) days of the request, the Directors making the request may call the meeting. At least three (3) days’ notice of a Special Meeting called by any party shall be given to each Director on the Board. Notice need not be given to any Director who attends the meeting or who waives notice, in a writing executed and filed with the Secretary of

the Garden Club, either before or after the meeting. The Secretary shall file this waiver with the records of the meeting.


Section 7: Quorum and Voting Requirements. A quorum shall consist of at least a simple majority of the number of Directors in office immediately before the meeting begins. The affirmative vote of a simple majority of Directors present at a meeting shall be required for every action by the Board.


Section 8: Voting. At all meetings of the Board, each Director is entitled to one (1) vote. Proxy voting by Directors is not permitted.


Section 9: Unanimous Consent. In lieu of any Regular or Special Meeting and vote of the Directors, the unanimous written consent of all Directors may be executed with respect to any action taken or to be taken by the Directors, and said consent shall have the same force and effect as a vote of the Directors at a duly called or held meeting.


Section 10: Indemnification and Reimbursement. The Garden Club shall be bound by and comply with the provisions of C.G.S. Sections 33-1116 through 1124 regarding indemnification of Directors, Officers, and Agents of the Garden Club.


Section 11: Participation in Meetings by Electronic Means. In the event that the Directors cannot assemble in person, they may conduct the meeting by means of digital technology and/or telephone link, as long as everyone at the meeting can hear every other person participating in the meeting. In such case, contact information shall be distributed to all Directors at least twenty-four (24) hours in advance of the meeting. Such participation by telephone or other electronic means shall constitute attendance at the meeting.


ARTICLE V: Officers


Section 1: Officers. There shall be a President, Secretary, and Treasurer, hereafter referred to as “the Officers.” A Vice President may be elected, as recommended by the Board. The Board may create additional Officer positions, as may be necessary from time to time, for election by the Membership. All officers must be current Members in good standing of the Garden Club.


Section 2: Period of Service. Officers will serve for a period of two (2) years. The election of the President and Secretary will take place in even years; the election of the Treasurer, and when appropriate the Vice President, will take place in odd years.


Section 3: Election. Officers shall be elected by a vote of the Membership at the Annual Meeting of the Garden Club held in the spring. If a vacancy should occur, it shall be filled by a vote of the Membership present at the next scheduled meeting of the Garden Club. In the case of a vacancy in the Presidency, the next-ranking officer shall succeed to the office of President and serve until the next election.


Section 4: Duties of the President. The President shall conduct all business of the Garden Club, preside over all meetings of the Garden Club and Board, and represent the Garden Club when necessary. In addition, the President shall:


1. report to the Membership on the work of the club at the Annual Meeting and as needed during the calendar year;


2. work with the Treasurer to develop a budget for the upcoming year;


3. sign checks and carry out financial transactions in the absence of the Treasurer; and


4. call Special Meetings of the Board and Membership when necessary.


Section 5: Duties of the Vice President. The Vice President shall assume all duties of the President in the absence of the President.


Section 6: Duties of the Secretary. The Secretary shall:


1. record minutes of each meeting, act as corresponding Secretary, and maintain a permanent record of all meetings, including attendance records, written reports, and correspondence; and


2. in the absence of a Vice President, assume the duties of the President, in addition to fulfilling the duties of the Secretary. He or she may also sign checks and carry out financial transactions in the absence of the Treasurer and at the direction of the President.


Section 7: Duties of the Treasurer. The Treasurer shall:


1. collect and deposit all monies belonging to the Garden Club and make a general report of our financial situation to Directors at Board Meetings and to the Membership at the Annual Meeting;


2. pay all bills and provide a complete written financial report of income and expenses to the Secretary for filing at the Annual Meeting;


3. maintain separate records of income and expenses for individual projects;


4. chair the Finance and Budget Committee; and


5. assist the President with developing a budget for the coming year and present this budget to the Membership at the last meeting of the calendar year.


ARTICLE VI: Committees


Section 1: Establishment of Committees. The Board shall establish, as standing committees, the committees set forth in this Article. In addition, ad hoc committees may be established to undertake a specific charge and may be disbanded when their purpose has been served. Each standing and ad hoc committee shall have at least one (1) Chairperson, as appointed by the Board, but the responsibilities listed may be divided among committee members.


1. Membership

a. Maintain a list of Members with residential addresses, e-mail addresses, and preferred phone numbers;

b. keep a record of those Members who pay dues and those who fail to renew membership;

c. send reminders when payment is over-due; and

d. maintain a list of volunteers who participate in Garden Club projects, with residential addresses, e-mail addresses, and preferred phone numbers.


2. Finance and Budget

a. Assist the Treasurer with bookkeeping, accounting, and reporting of funds;

b. assure ongoing compliance with financial reporting to the IRS and other regulatory agencies;

c. assist the Treasurer with developing appropriate policies on record keeping, accounting, and reporting;

d. advise the Treasurer on current and future expenditures and creation of a budget;

e. bring fundraising ideas to the attention of the Garden Club membership; and

f. organize fundraisers as needed.


3. Community Wildlife Habitat

a. Record and submit documentation to the National Wildlife Federation of those Garden Club activities which meet the NWF annual goal requirements, in order to maintain continuing status as the second officially certified Community Wildlife Habitat in Connecticut;

b. propose and oversee activities which meet the mutual goals of the Garden Club and the NWF of preserving habitat, protecting the environment, and connecting people to nature;

c. encourage sustainable gardening practices throughout the community and in all Garden Club projects and endeavors;

d. keep abreast of State and National Environmental Protection lists in order to avoid plants on the DEEP’s Invasive Plants List and to encourage the use of native plants, especially those on the endangered species list; and

e. maintain the Willimantic Wildlife Habitat Facebook page.


4. Public Spaces

a. Monitor the public gardens in town that the Garden Club maintains;

b. In collaboration with the Membership Committee, maintain a list of volunteers;

c. Organize work parties throughout the growing season or as needed;

d. Communicate as appropriate with Town leadership and Public Works; and

e. Report at Board and Membership Meetings on their work and needs assessments.


5. Ad hoc Committees

a. Pursue the project or purpose for which the committee was formed;

b. keep the Board and Membership informed of their activities through timely reports at meetings and/or through e-mail or other communications; and

c. collaborate with the Treasurer and Finance and Budget Committee on recording, accounting, and reporting of any income and expenditures.


Article VII: Meetings


Section 1: Annual Meeting. The Annual Meeting of the Garden Club shall be held each year in the spring at a date and time to be set by the Board. At least ten (10) days prior to the Annual Meeting, the Board shall distribute to the Membership the agenda; a slate of Directors, Officers, and Chairpersons; and total annual dues received for the relevant fiscal year. At the Annual Meeting the President, Treasurer and Chairpersons shall present annual reports, and the Membership shall elect Officers.


Section 2: Membership Meetings. Membership Meetings beyond the Annual Meeting shall be held on an ad hoc basis upon the call of the President or Board, or upon written request of at least five (5) Members. Such a requested meeting must be held within ten (10) days.


Section 3: Special Meetings. Special Membership Meetings shall be held upon the call of the President or the Board, or upon written request of at least five (5) Members. Such a requested meeting must be held within ten (10) days.


Section 4: Notice. Notice of any meeting shall be given to each Member, by mail, e-mail, or text no less than four (4) days prior to the meeting, with the exception of the Annual Meeting, which shall require notice of at least ten (10) days. Meeting notices may also be posted on the Garden Club’s Facebook and web pages, but such postings will not replace individual mail, e-mail, or text notice. In the event of inclement weather, the meeting will be canceled or rescheduled.


Section 5: Order of Business. The order of Business at Membership Meetings shall be: Call to Order, Secretary’s Report, Treasurer’s Report, standing committee reports, and, if any, ad hoc committee reports, and otherwise follow the agenda set by the President. The agenda shall include an opportunity for Members to bring forward questions and concerns.


Section 6: Informal Gatherings. Additional informal gatherings related to Garden Club objectives (Article II) for public spaces, community work, and workshop presentations, as well as for outings and social purposes, may be scheduled by any Officer or Chairperson. Notification will be sent to all Members with as much lead time as possible.


Section 7: Robert’s Rules. Business meetings will be run according to Robert’s Rules of Order and may be combined with any informal gathering, provided that the time and place of the formal portion of the meeting is properly announced to all Members and adhered to.


Section 8: Quorum. The quorum for Membership Meetings shall be as set forth in C.G.S. Section 33-1074(a), which states, “the members entitled to vote on the matter who are present at the meeting, either in person or by proxy, constitute a quorum for action on the matter.”


ARTICLE VIII: Disposition of Assets


Section 1: Dissolution. If the Garden Club is dissolved, any assets remaining after payment of all liabilities and obligations shall be distributed to nonprofit organization(s) similarly exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, in such proportions and amounts as the Board and Membership shall determine.


ARTICLE IX: Conflicts of Interest


Section 1: Procedures. The Garden Club shall adopt procedures to assure that any conflicting interest transactions, as that term is defined in C.G.S Section 33-1127, or any excess benefit transaction, as that term is defined in Section 4958 of the Internal Revenue Code of 1986, as amended, involving a disqualified person, including Directors of the Garden Club, shall only be

undertaken after the requisite disclosure and voting by both Directors and, where appropriate, the Membership of the Garden Club pursuant to C.G.S. Sections 33-1129 and 33-1130 and under any relevant regulations of the Internal Revenue Code of 1986, as amended.


Section 2: Policies. The Board shall adopt a conflict of interest policy, and review it at least annually, to assure that all actions taken by the Board comply with the relevant state and federal statutes.


ARTICLE X: Bylaws and Amendments


Section 1: Bylaws. These Bylaws may be amended at any time as set forth below; however, no change may be made in these Bylaws which will affect the tax-exempt status of the Garden Club under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Pursuant to C.G.S. Section 33-1150, no amendment to the Bylaws shall be adopted unless that amendment is adopted in accordance with the following procedure:


1. Suggestions for changes in these Bylaws may be considered at any Membership Meeting and a committee shall be appointed at that time;

2. the Committee’s suggested changes shall be delivered to all Directors at least one (1) week prior to the Board Meeting;

3. at least a two-thirds (2/3) majority of the Directors present at a duly called meeting of the Board at which a quorum is present shall vote in favor of such changes; and

4. at least two-thirds (2/3) of the Membership present at a duly called meeting of the Membership at which a quorum is present shall vote in favor of such changes. A copy of the proposed new bylaws shall be distributed to all Members at least ten (10) days prior to said meeting and the proposal included on the meeting agenda, also to be distributed at least ten (10) days prior to said meeting.


Section 2: Record of Changes. Whenever these Bylaws are amended or repealed, that action and the date on which it was taken shall be noted on the original Bylaws in the appropriate place, or a new set of Bylaws shall be prepared incorporating those changes.


Section 3: Inconsistencies with the Certificate of Incorporation. If any provisions of these Bylaws are found to be inconsistent with any of the provisions of the Certificate of Incorporation, as presently existing or as amended, the Certificate of Incorporation shall be the controlling authority.


ARTICLE XI: Fiscal Year


The fiscal year shall coincide with the calendar year.


-Revised November 9, 2021

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