By-Laws

BYLAWS OF THE FORT MYERS-LEE COUNTY GARDEN COUNCIL, INC.

ARTICLE I–NAME

The name of the corporation shall be the Fort Myers-Lee County Garden Council, Inc. a non-profit corporation and shall be located in Fort Myers, Lee County, Florida; here-in-after referred to as the Council.

ARTICLE II–OBJECTIVE

The general nature and objective of the corporation shall be to foster, promote and increase the knowledge and the importance of civic beautification and conservation in and around Fort Myers and Lee County, Florida by:

  1. conducting programs and engaging in educational activities that enlighten the Council and the general public as to the need for beautification, conservation, and historic preservation;
  2. enhancing and beautifying public properties and parks;
  3. sponsoring standard flower shows that educate the public about horticulture and the art of design using plant material; provided that in exercising any of its powers, this corporation shall do so in furtherance of the exempt purpose for which it has been organized in Section 501(c)(3) of the Internal Revenue Code.

ARTICLE III—AFFILIATION/MEMBERSHIP

Section 1.  Application for affiliation with the Council shall be endorsed by the Membership Committee and be confirmed by two-thirds of the voting delegates at a Council General Meeting, assuming a quorum is present.  Thereafter, upon payment of dues, the garden clubs/societies, at-large members, or auxiliary organizations shall be considered affiliated with the Council.

Section 2.  Membership shall consist of garden clubs and societies, at-large members, and auxiliary organizations affiliated with the Council.

Section 3.  At-large members are those persons whose regular garden club has disbanded and wish to retain their affiliation with the Council.  A total of 20 at-large members is permitted.  Their dues entitle them to receive a yearly subscription to the “Courier”.     At-large members have no vote on the Council.

Section 4.  Auxiliary organizations are defined as those entities whose objectives are consistent with those of this Council.  Their dues entitle them to receive a yearly subscription to the “Courier”.  Auxiliary organizations have no vote on the Council.

ARTICLE IV–DELEGATES AND ALTERNATES

Section 1.  Each affiliate shall name three voting delegates and three alternates. An alternate may vote only in the absence of a delegate.

Section 2.  A delegate shall represent only one club even though she (he) may be a member of more than one affiliate.

Section 3.  A member of the Board of Directors, while so serving, shall not be named a delegate or alternate from any affiliate, but shall have the right to vote at Council meetings.

ARTICLE V–OFFICERS

Section 1.  The  elected officers shall be President, First Vice-President/President-Elect, Second Vice-President,  Recording Secretary, Corresponding Secretary, Treasurer and Assistant Treasurer and three (3) Advisors.

Section 2.   All vacancies in elective offices, other than the President, shall be filled for the unexpired term by the President, subject to the approval of the Board of Directors.  A vacancy in the office of President shall be filled for the unexpired term by the Board of Directors.   Any officer unable to actively perform the duties of that office for a period of 3 months may be removed from that office by the Board.

ARTICLE VI–DUTIES OF OFFICERS and ADVISORS

Section 1.  The President shall:

  1. preside at all meetings of the Council and Board of Directors;
  2. sign all documents when ordered by the Council;
  3. have general oversight of the Council;
  4. be an ex-officio member of all committees, with the exception of the Nominating Committee, but shall not be required to attend committee meetings.

Section 2.   The First Vice President/President-Elect shall:

  1. serve as a Membership Chair;
  2. assume the duties of the President-Elect as of October 1 in the even-numbered year.

Section 3.  The Second Vice President shall:

  1. serve as the Program Chair;
  2. at the end of the term, the Second Vice President shall advance to the office of First Vice President/President Elect.

Section 4.  The Recording Secretary shall keep the minutes of the Board of Directors and Council Meetings in books which shall be the property of the Council and accessible at all reasonable times and places.

Section 5.  The Corresponding Secretary shall:

  1. attend to the correspondence of the Council;
  2. keep a current list of Directors, Delegates and Alternates;
  3. notify Directors and Delegates as to any changes in meeting times, dates or locations.

Section 6.  The Treasurer shall:

  1. be the custodian of all the monies of the Council, received from whatever source;
  2. pay out monies only upon the order of the Council;
  3. keep full and accurate books of accounts containing a record of all monies received and expended, which books shall be the property of the Council and open to the inspection of the authorized officials at all reasonable times and places;
  4. shall submit a summary report at each meeting;
  5. be an ex-officio member of the Finance Committee.

Section 7.  The Assistant Treasurer shall perform the duties of the Treasurer in the event of the absence or inability of the Treasurer to serve.  The Treasurer and Assistant Treasurer may be bonded in such sum as the Directors may direct, the cost of the bond defrayed by the Council.   The Council’s books will be examined by a Certified Public Accountant and a financial statement prepared at the close of each President’s term.  Any cost shall be borne by the Council.

Section 8.  The Advisors shall serve the Board and Council Members in a support capacity, bringing their experience and expertise to assist in the smooth operation of the Council.

ARTICLE  VII–NOMINATIONS

Section 1.   The Board shall appoint the Nominating Committee, consisting of 3 members and one alternate, at the November Board meeting during the second year of the current term.  A majority vote of the Board is required to establish the committee.  The President and President-Elect may not vote on the selection of the committee members.  A member proposed for the committee shall have been a member of the Council for at least 6 years and may only serve for one term (2 years) and then may not serve again for 2 terms (4 years).  The current Board members may not serve on the Nominating Committee during their term of office.   This Committee shall elect its own Chair and shall report at the Annual Meeting all nominations for offices to be filled.

Section 2.   The slate of Board of Directors members, consisting of the Officers and Advisors, shall be presented at the regular meeting prior to the Annual Meeting.  Notices of these nominations shall be sent to the delegates with the notice of the Annual Meeting.

Section 3.  Nominations may be made from the floor, providing the person nominated has consented to serve if elected.

ARTICLE VIII–ELECTION AND INSTALLATION

Section 1.   The Board of Directors shall be elected at the Annual Meeting.

Section 2.   Election shall be by ballot.  If there is only one candidate for an office, the vote may be by voice, with election decided by a majority of the voting delegates.

Section 3.   Officers and Advisors shall be elected for a term of two years, and shall serve in their respective capacities until their successors are elected.  Their terms of office shall begin at the close of the Installation Meeting with the exception of the Treasurer and Assistant Treasurer, whose terms shall begin at the close of the fiscal year immediately following their elections.

Section 4.  Elections shall be held in odd-numbered years.

ARTICLE IX—BOARD OF DIRECTORS

Section 1.  The Board of Directors shall consist of the elected Officers including 3 elected Advisors.

Section 2.  The 3 elected Advisors shall be Past Council Presidents or have similar experience.  The Immediate Past President shall automatically serve as one of the elected Advisors.  Any individual Advisor may serve for one term (2 years) and may not serve in consecutive terms.

Section 3.  The Board of Directors shall:

  1. have general supervision of the affairs of the Council between its business meetings;
  2. make recommendations to the Council, and perform such duties as are specified in these bylaws;
  3. initiate policy and recommend expenditures of money, both of which shall be approved by a majority vote of the Council;
  4. be subject to the orders of the Council and none of its acts shall conflict with any actions taken by the Council.

Section 4.  The Board shall meet monthly with the exception of July.  Dates shall be set by the President.

Section 5.  The President may call a Special Meeting of the Board of Directors.  Members are to be notified at least 24 hours in advance.

Section 6.  A majority of the Board of Directors shall constitute a quorum to transact business at any meeting of the Board.

ARTICLE X–DUES

Section 1.  Each affiliate shall pay annual dues as determined by the Board of Directors.

Section 2.  The fiscal year shall begin June 1 and end May 31.  Dues are payable on   June 1 for the coming fiscal year.

Section 3.  Dues unpaid by January 1, seven months after the beginning of the fiscal year, are cause for dropping an affiliate from the Council, provided that the Treasurer has given two separate notices of the delinquency.

ARTICLE XI–MEETINGS

Section 1.   The Regular meeting of the Council shall be held bi-monthly from September through May as listed in the Council calendar for the current year.  Any changes to the calendar shall be mailed ten days prior to that meeting.

Section 2.  The Annual Meeting shall be held in March.

Section 3.  The Installation Meeting shall be held in May in the odd numbered year.

Section 4.  The President may call special meetings. Each Board Member and Delegate must be notified at least five days prior, stating the objective of the meeting.

Section 5.  The presence of one or more delegates or alternates from a majority of the affiliates shall constitute a quorum to transact business at any meeting of the Council.

ARTICLE XII–COMMITTEES

Section 1.  The President, with the approval of the Board of Directors, shall appoint the Parliamentarian, Chairs of Standing Committees (with the exception of Membership, Programs, and Nominating) and Chairs of any Special Committees deemed advisable.

Section 2.  The chair of each committee shall attend all Board Meetings and submit written reports as directed but shall not have voting privileges.

Section 3.  The Chair of each Committee may select the committee members.

Section 4.  The Corresponding Secretary shall maintain a list of all Standing and Special Committee members.

ARTICLE XIII—PROPERTIES

Section 1.  The properties of the Council are primarily for the benefit of the Council and affiliates.  Their use will be authorized by any member of the Properties Committee or the President.  The properties shall be returned in the condition in which they were borrowed.

Section 2.  An inventory shall be maintained and reviewed annually by the Properties Chair.

ARTICLE XIV – PERSONAL LIABILITY

Neither the Board nor any Member or Officer shall have the power to bind Members or the individual Officers or Advisors of the Council, personally. All persons or corporations extending credit to, contracting with, or having any claims against the Council, shall look only to the funds and property of the Council for payment of any debt, damage, judgment, or decree of any money that may otherwise become due or payable to them from the Council, so that neither the Members nor the Officers and Advisors, present and future, shall be liable therefore.

ARTICLE XV–PARLIAMENTARY AUTHORITY

The rules contained in the current edition of the Robert’s Rules of Order Newly Revised shall govern the Council in all cases to which they are applicable and in which they are not inconsistent with these or Florida Federation of Garden Clubs, Inc. bylaws and any special rules or order the Council may adopt.

ARTICLE XVI–AMENDMENTS

These bylaws may be amended at any regular meeting of the Council by two-thirds vote of the voting delegates present, provided the proposed amendment shall have been presented in writing to the Board of Directors for approval, and a copy of the approved amendment shall have been sent to each affiliate at least four weeks prior to the meeting.

ARTICLE XVII–DISSOLUTION AND DISTRIBUTION OF ASSETS

In the event of Dissolution of the Council, no portion of its assets may be distributed to its Members, Officers or Advisors; and, all assets, real and personal, shall be distributed exclusively to such organizations as are qualified as tax exempt under Section 501(c) of the Internal Revenue Code or the corresponding provisions of a future United States Internal Revenue Law. The selection of such organizations shall be preferred as long as they meet the above noted Internal Revenue Code requirement.

 

STANDING RULES

  1. Registration fees shall be paid for the President and the President-Elect, or the designated official representative to FFGC and District IX functions.
  2. Individuals and Council Member Clubs wishing to sell items at a Council Meeting or Council sponsored function must receive prior permission in writing from the Board. Any item sold must be related to the objectives of the Council.  The seller agrees to pay 10% of the sales to the Council.  Program presenters are exempt from this provision.
  3. All monies belonging to the Council shall be disbursed only by the Council.
  4. The Immediate Past President of the Council shall be presented with a Life Membership in the Florida Federation of Garden Clubs or its equivalent.
  5. At-large membership in the Council is permitted for only the one year following the disbanding of the member’s club, with dues of $25 payable by June 1st of that year. It is expected that the at-large member will join a new garden club by the end of the Council year.
  6. Membership in the Fort Myers-Lee County Garden Council, Inc. is open to all regardless of gender, age, race, ethnicity or religious affiliation.

Revised and adopted September 12, 2014