New Hampshire Federation of Garden Clubs, Inc.
BYLAWS
ARTICLE I
The name of this organization shall be the New Hampshire Federation of Garden Clubs, Inc.
ARTICLE II
Object
The object of the Federation shall be:
Section 1To coordinate the interests of the garden clubs of the state, to bring them into closer relations of mutual helpfulness by association, conference, and correspondence.
Section 2.To cooperate with other educational agencies furthering the interests of gardening, horticulture, landscape design, floral design, conservation, environmental education and civic beautification.
Section 3.To receive donations, to receive, manage, administer, take and hold real and personal property or any interest therein by gift, grant, devise, or bequest, and to do all things necessary and incidental to the accomplishment of any or all of the foregoing purposes, provided, however, that no substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation.
Section 4No part of the funds of this corporation shall inure to the benefit of any member, Donor, or other person having a personal or private interest in its activities; and, in the event of dissolution, the remaining assets of this corporation shall be distributed only for the aforesaid educational purposes.
ARTICLE III
Membership
Section 1The membership shall consist of the garden clubs of New Hampshire, members-at-large, and life members.
a.Upon application to the Membership Chairman of the Federation, a club may be elected to membership by a vote of the Executive Board.
b. Members-at-large shall be defined as persons, who are not members of a New Hampshire Federated Garden Club,
such as members of the garden sections of other clubs in the state, but are interested in gardening and wish to participate as non-voting members in the activities of the New Hampshire Federation of Garden Clubs, Inc. Application for such membership shall be made to the Executive Board, and the required dues paid.
- Life members are those garden club members who have made the required contribution to the New Hampshire Federation of Garden Clubs, Inc. Life members are not exempt from paying dues.
ARTICLE IV
Dues and Finance
Section 1The fiscal year shall be June 1 through May 31.
Section 2.The annual dues for each member club shall be payable June 1st and shall be delinquent after September 1st. Any club not paying dues for one year shall be dropped from membership, thirty days notice having been given to the delinquent club.
Section 3The annual dues of members-at-large shall be $20.00, which shall provide a subscription to the Lilac Letterand payment of dues to the National Garden Clubs, Inc.
Section 4Any individual may become a Life Member of the New Hampshire Federation of Garden Clubs, Inc. upon making a contribution of $50.00 to the Federation. One half of this contribution shall be allocated to the Restricted Scholarship Endowment Fund, and one half to the New Hampshire State Headquarters Fund. Life members shall receive the Lilac Letter and all federated notices, but are not exempt from paying dues.
Section 5Registration fees for District Meetings shall be collected by the District Directors to help defray the cost of these meetings.
Section 6No obligation or indebtedness against the New Hampshire Federation of Garden Clubs, Inc. shall be incurred by any officer or committee unless first approved by the Executive Board.
ARTICLE V
Officers and Methods of Electing
Section 1The elected officers shall consist of President, 1st Vice President, 2nd Vice President, Recording Secretary, Treasurer, Assistant Treasurer, and one District Director from each District. The Corresponding Secretary and the Parliamentarian shall be appointed by the President.
Section 2Election of officers shall be held at the annual meeting held in the odd-numbered years. All officers shall be elected for a term of two years by a majority of those present. The 1st Vice President, as President-elect, shall have the authority to assemble committee chairmen for the forthcoming administration immediately following the Semi-Annual Meeting in the even numbered year.
ARTICLE VI
Duties of Officers
Section 1The President shall:
aPreside at all regular and special meetings of the Federation and at meetings of the Advisory Board and the Executive Board.
b.Appoint the Corresponding Secretary, Parliamentarian, and Committee Chairmen.
c. Be a member of the Finance Committee
d.Be an ex-officio member of all other committees except the nominating committee.
e.Work with the 2nd Vice President and the District Director of the District in hosting the state meeting.
f.Make the official report at the Federation annual meeting, the New England Region Meeting, and the National Garden clubs convention for each of the two years of her/his administration.
g.Shall perform all other duties pertaining to her/his office.
h.Shall remit receipts to the Treasurer for reimbursement of expenses incurred. The total amount is limited to the amount designated in the Annual Budget.
Section 2The First Vice President shall:
a.In the absence of the President, perform all the duties of that office.
b.Be State Awards Chairman and Chairman of the Finance Committee.
c.Be permitted to represent the NHFGC at the NGC and/or NER, with the approval of the National President or NER Director, if the NHFGC President is unable to attend the National meetings.
d.Shall become President-elect immediately following the Semi-Annual Meeting in the even numbered year, and have the authority to assemble committee chairmen for her administration as of that date.
Section 3The Second Vice President shall:
a. Acts as the State Meetings Chairman.
b. Assumes the duties of the President in the absence of the President and the First Vice President.
c. Maintains a calendar of events and works with the District Directors and club presidents to avoid scheduling events on conflicting dates with National Garden Clubs, Inc., New England Region and NHFGC.
Section 4The Recording Secretary shall:
a. Keep minutes of all meetings and send copies to the members of the Executive Board after each meeting. Advisory Board minutes should be sent to the Executive Board and members of the Advisory Board.
b.Have charge of all papers pertaining to that office.
c.Maintains the NHFGC Motion Book.
Section 5The Corresponding Secretary shall:
a.Send out notices pertaining to the Federation and perform such duties as shall be assigned to her/him by the President.
b.Keep a current roster of Federation officers, District Directors, chairmen of standing and special committees, Life Members, Member-at-large, and member clubs with their officers and committee chairmen.
- Sends new club president information to NGC. Immediately following installation, sends a complete new NHFGC Roster of NH Federation Officers, District Directors, Club Presidents and Chairmen of Standing and Special Committees to the Lilac Letter Editor, the Lilac Letter Circulation Manager, National Garden Clubs, Inc. and the New England Director. The Circulation Manager of The National Gardener receives the names and contact information of the incoming Officers, District Directors, Standing Committee Chairman and club presidents with changes forwarded as warranted.
Section 6The Treasurer shall:
a.Have custody of all Funds of the Federation.
b.Disperse funds in accordance with the adopted budget. Any other disbursements shall be made only on the approval of the Executive Board.
c.Shall collect all dues, notify all clubs in arrears, and keep an accurate account of all financial transactions.
d.Be a member of the Finance Committee.
e.Present a financial statement at each board and state meeting.
f.Prepare the budget for the next fiscal year in time for the Finance Committee’s first meeting.
g.Have the accounts audited at the end of the fiscal year by a qualified auditor approved by the Executive Board.
- Present the auditor’s report for the proceeding fiscal year for approval at the Semi-Annual Meeting.
- File reports with IRS and NH State Attorney General’s Office by October 15th each year. Renews Corporate papers with the Secretary of State every five years.
- Reimburses expenses upon receipt of bills in accordance with the amounts designated in the Annual Budget.
Section 7The Assistant Treasurer shall:
a.Assist the Treasurer as needed.
b.Assume such other duties as are specified by the Executive Board.
c.Perform the duties of the Treasurer in her/his absence.
d.Be a member of the Finance Committee.
e.Manages orders of NHFGC club’s purchase ofNGC Vision of Beauty Calendars.
Section 8The District Directors Shall:
a.Promote the work of the Federation in the Districts.
b.Plan for one district meeting each administration, to which all Federated members are to be invited.
c.Take full responsibility for the district meeting. Expedite the programs planned with the club presidents, send out notices, be responsible for collecting registration fees, and preside at the meeting.
Section 9The Parliamentarian shall:
a.Attend all meetings at which the President presides.
b.Assist the President on points of parliamentary procedure when requested.
c.Fulfill the required duties as outlined in Robert’s Rules of Order, Newly Revised.
d.Be a non-voting member of the Executive Board.
ARTICLE VII
Executive Board
Section 1 a.The Executive Board shall consist of the elected officers and the Corresponding Secretary; also the Parliamentarian as a non-voting member. This Board will meet at the call of the President, and shall be empowered to transact routine business of the Federation.
b.In case of emergency, the President may make a decision to act, subject to the prompt ratification of the Executive Board.
Section 2Any member of the Executive Board absent at two consecutive board meetings, unless excused by the President, shall be replaced automatically.
Section 3 In the event of a vacancy in the office of President in the first year of the administration:
a. The First Vice-President shall assume the office of the President and shall be eligible to serve another term as President.
b.The Second Vice-President shall assume the office of First Vice-President, shall not assume the office of President-Elect immediately following the Semi-Annual Meeting in the even numbered year, and shall be eligible to be nominated and elected First Vice-President for the next term.
- Vacancies among other officers, District Directors or Nominating Committee shall be filed for the unexpired term by a vote of the Executive Board.
ARTICLE VIII
Advisory Board
Section 1There shall be an Advisory Board consisting of the elected and appointed officers, the immediate past president of the Federation, District Directors, President of the member clubs and chairmen of standing committees. This Board shall be subject to the call of the President of the Federation.
Section 2The Advisory Board may make recommendations to the Executive Board concerning any questions pertinent to the business and welfare of the Federation.
ARTICLE IX
Districts
Section 1Member clubs in the state shall be grouped in geographical districts.
Section 2For each district, there shall be one District Director elected, the District Director of the previous administration shall act on the nominating committee and be ratified, at the Annual Meeting in the odd numbered years.
ARTICLE X
State Meetings
Section 1State meetings shall consist of an Annual Meeting on the 4th Wednesday in May, and a Semi-Annual Meeting on the 4th Wednesday in September. Awards shall be presented at the Annual Meeting and the Semi-Annual Meeting.
Section 2Special meetings may be called when deemed necessary by the Federation President.
ARTICLE XI
Nominations, Elections, Terms of Office and Eligibility
Section 1The Nominating Committee is made up of the District Directors of the previous administration.
a.At the Semi-Annual Meeting in even numbered years, the Nominating Committee shall submit nominations for President, 1st Vice President, 2nd Vice President, Recording Secretary, Treasurer, Assistant Treasurer, and one District Director from each district, these to be voted on at the next Annual Meeting.
b.At the same Semi-Annual Meeting, the Nominating Committee shall submit the names of the Nominating Committee and the President appointed Corresponding Secretary, to be ratified at the next Annual Meeting.
c.Nominations submitted by the Nominating Committee shall not preclude nominations from the floor.
Section 2Election
The slate of officers and appointments submitted by the Nominating Committee, or as amended, at the Semi-Annual Meeting shall be elected or ratified by a majority of those members of the Federation present at the following Annual Meeting.
Section 3Terms of Office
No officer except the Treasurer and Assistant Treasurer shall serve for more than two consecutive terms. The Treasurer and Assistant Treasurer shall serve for no more than three consecutive terms.
ARTICLE XII
Standing Committees and Duties
Section 1 Standing Committees shall be such as are found necessary to carry out the work of the Federation. Each chairman of such a committee shall be appointed by the President, and these appointments ratified by the Executive Board. The chairmen shall present a written report annually. These committees shall conform, in so far as practical, to those of National Garden Clubs, Inc.
Section 2There shall be a Finance Committee made up of a Chairman, who is the Federation 1st Vice President, the Chairman of the Investment Committee, the Federation President, the Federation Treasurer, and the Federation Assistant Treasurer. The committee shall meet before February 15th each year to:
a.Review the previous year’s budget and the last annual report.
b.Review the budget prepared by the Treasurer for the next fiscal year.
c.Present the proposed budget to the Executive Board for approval and adoption before May 1st. The budget will be presented to the membership at the Annual Meeting.
Section 3There shall be an investment committee of three members. One member shall be the Treasurer. The chairman and one other member shall be appointed by the Executive Board.
Section 4There shall be a President’s Council composed of all past state presidents to meet at the call of the current president to discuss, advise and promote the objectives of the Federation.
ARTICLE XIII
Special Appointments
Special committees may be appointed by the President upon the vote of the Executive Board, or at any regular meeting of the Federation. They shall exist as long as necessary to complete their projects.
ARTICLE XIV
Quorums
Section 1Seven members shall constitute a quorum at meetings of the Executive Board.
Section 2Fifteen members shall constitute a quorum at a meeting of the Advisory Board.
Section 3Thirty members shall constitute a quorum for Federation meetings.
ARTICLE XV
Use of Name
No individual or group of persons, regardless of membership in Federated clubs, shall have the authority to grant permission to any person, group, or concern to use the name of the New Hampshire Federation of Garden Clubs, Inc. or any of its members, except on written approval of the Executive Board.
ARTICLE XVI
Conflict of Interest Policy
Any possible conflict of interest on the part of any member of the Executive or Advisory Board shall be disclosed to the Executive Board and made a matter of record through an annual procedure and also when the interest involved a specific issue before the Board. At such time as any matter comes before the Board in such a way as to give rise to a conflict of interest, the affected member shall make known the potential conflict, whether by written statement or not, and after answering any questions that might be asked shall withdraw from the meeting for so long as the matter shall continue under discussion. Should the matter be brought to a vote, neither the affected member nor any other member with a personal or pecuniary benefit transaction with the Federation shall vote on it.
The Executive Board will comply with all requirements of New Hampshire law where conflicts of interest are involved, including but not limited to the disclosure requirements and prohibitions in RSA 7:19-a. The New Hampshire statutory requirements are incorporated into and made part of this conflict policy.
ARTICLE XVII
Parliamentary Authority
The parliamentary authority shall be current edition Robert’s Rules of Order, Newly Revised, when in conformance with the bylaws of National Garden Clubs, Inc. and the New Hampshire Federation of Garden Clubs, Inc.
ARTICLE XVIII
Amendments
Section lWith Previous Notice:
These bylaws may be amended at any regular or special meeting of the Federation by a two-thirds vote of the members present, provided a copy of the proposed amendment or amendments shall have been sent to all members of the Advisory Board at least four weeks before the meeting at which the vote is to be taken. Club presidents shall be responsible for publicizing such amendments to club members.
Section 2Without Previous Notice:
Without the prescribed notice, these Bylaws may be amended at any NHFGC Annual Meeting by a unanimous vote of the delegates present and voting.
ArticleXIX - Federal Tax Status
a. This organization is exclusively for charitable, educational and/or scientific purposes, including, for such purposes the making of distributions to organizations that qualify as exempt organization under section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future tax code.
b. No part of the net earnings of this organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposed 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 a 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 by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code or any corresponding section of any future federal tax code.