MASTER GARDENERS OF NORTHERN VIRGINIA
BYLAWS
Article I - Name
Section 1. The name of the Corporation is "Master Gardeners of Northern Virginia, Inc."
Article II - Purposes
Section 1. The purpose of the Corporation is to promote horticultural volunteerism and community improvement through the effective action and leadership of trained volunteers, by fostering communication, education and fellowship among those involved in the Northern Virginia Extension Master Gardeners Program and supporting and promoting the program and its volunteer educational activities.
Article III – Membership
Section 1. Eligibility.
Membership is open to those who meet the requirements in one of the following categories:
Active Member. An Active Member is an individual who meets the requirements of the Virginia Cooperative Extension (VCE) for the status of Master Gardener and who has paid annual MGNV dues. Active members are eligible to vote and hold office and are entitled to all the benefits of MGNV membership. An Active Member who has completed 1,000 documented hours of voluntary service for VCE is an Active Member with Distinction and pays reduced dues.
Inactive Member. An Inactive Member is an individual who meets the requirements of the VCE for the status of Inactive Master Gardener and who has paid annual MGNV dues. If an Inactive Member does not again meet the requirements of VCE for the status of Master Gardener within the timeframe established by VCE, membership changes to Affiliate Membership. Inactive Members are welcome to attend all functions sponsored by MGNV, including membership meetings and continuing education programs. They may not vote or hold office but are entitled to all other benefits of MGNV membership.
Emeritus Member. An Emeritus Member is an individual who meets the requirements of VCE for the status of Emeritus Master Gardener. Emeritus Members do not pay annual MGNV dues and cannot hold office but may vote and receive all the other benefits of MGNV membership.
Intern.An Intern Member is an individual who meets the requirements of VCE for the status of Master Gardener Intern and who has paid annual MGNV dues. Intern Members receive all the benefits of membership but are ineligible to vote or hold office.
Affiliate Member. An Affiliate Member is an individual who no longer meets the VCE requirements for Master Gardener, Inactive, or Intern status but who wishes to retain an affiliation with MGNV and who has paid annual MGNV dues. Affiliate members may attend MGNV membership meetings but cannot vote, hold office or attend continuing education programs. Affiliate members do have access to MGNV communications through the listserve email, and the newsletter, and to the membership directory. Affiliate members are not qualified to receive vendor discounts afforded all other members of MGNV.
Section 2. Dues
Annual dues shall be established by the Board of Directors and announced at the Annual Meeting. They shall be payable January 1 for the membership year.
Section 3. Fiscal Year
Membership shall run from January 1 through December 31.
Section 4. Arrears.
Members failing to renew their membership within two months after it becomes payable may be dropped from the membership roster after being notified of the date membership dues were due.
Article IV - Board of Directors
Section 1. Composition
The Board of Directors shall be composed of nine members in good standing of the Corporation.
Section 2. Election and Term of Office
The directors shall be elected at the Annual Meeting for three (3) year terms, 1/3 being elected each year.
Section 3. Board Vacancies
Vacancies on the Board of Directors shall be filled by the Board on an interim basis until the next general membership meeting, at which time the vacancy shall be filled by election for the remaining portion of the term.
Section 4 Absenteeism
If a board member is absent from 1/2 of the regularly scheduled Board meetings during a year, the position of that member may be declared vacant by a majority vote of the Board.
Article V - Board of Directors - Meetings and Powers
Section 1. Meetings and Powers
The Board of Directors shall meet on call of the President or at the request of any three (3) members of the Board of Directors. It shall meet no less than three (3) times per year. The Board of Directors may, at any meeting, consider and act upon any matters brought to its attention by a Director or member of the Corporation. The Board of Directors shall have complete charge of and responsibility for all Corporation policy.
Section 2. Quorum
A quorum for transaction of business by the Board shall consist of five members.
Section 3. Powers
The Board of Directors may solicit and accept contributions, gifts and donations from any and all persons, firms and corporations in order to raise funds to be used exclusively for the purposes of the Corporation as set forth in Article II.
Article VI - Officers
Section 1. Officers
The officers of this Corporation shall be President, Vice-President, Secretary, and Treasurer.
Section 2. Election and Term of Office
The officers shall be elected by the general membership. The Board of Directors shall submit a proposed slate from among the directors elected by the general membership for ratification by the general membership. All officers shall be selected from among the elected Directors. The officers shall serve for a period of one-year (unless removed earlier by the Board of Directors).
Section 3. Vacancies
If the office of President becomes vacant, the Vice-President shall succeed to the office and the Board shall elect a new Vice-President. Other officer vacancies shall be filled by action of the Board of Directors.
Article VII - Duties of Officers
Section 1. Duties of President
The President shall preside at meetings of the Corporation and the Board of Directors, sign authorized and necessary papers and documents; appoint committee chairs in consultation with the Board; and perform all other duties as directed by the membership.
Section 2. Duties of the Vice-President
The Vice-President shall assume the President's duties in his/her absence and shall perform other duties as the membership may direct.
Section 3. Duties of Secretary
The Secretary shall assure that accurate membership lists are maintained, accurate minutes of the Corporation's meetings and of the Board of Directors, and all necessary or appropriate business records of the Corporation, and will file its annual report.
Section 4. Duties of the Treasurer
The Treasurer shall receive and be custodian of the funds of the Corporation, keep written records of all transactions and books of account; deposit funds in a bank or other depository approved by the Board; with the assistance of other Officers, Directors and Committee Chairs shall prepare and submit a summary report at the annual meeting, an annual budget for Board consideration, and a financial report at each board meeting.
Article VIII - Committees
Section 1. Standing Committees
There shall be such standing committees as the Board of Directors determines. The scope of each of the standing committees shall be established by the Board in a written charter. Such charters shall be reviewed periodically by the Board. The Board shall also appoint a Board member to serve as a liaison for each standing committee.
Section 2. Special Committees
In addition to the Nominating Committee, described in Article X Section 1, special committees with particular time-limited functions, will be appointed as needed by the President. The duties of each of these special committees will be established by the President with the advice and approval of the other Officers, and Directors.
Article IX – Annual, General, and Special Meetings
Section 1. General and Annual Meetings
There will be at least three general membership meetings during each calendar year, one of which will be designated as the annual meeting. The time, date, and place of meetings will be
determined by the Board. Written notice to all members of the time, date and place of each meeting will be provided at least ten days prior to the meeting, or as otherwise provided by law. Approval of a matter being considered by the members will be by a simple majority of voting members present and voting.
Section 2. Special Meetings
Special meetings may be called by the President or by a majority of the Board of Directors or by 4 percent of the members in good standing. Each member shall be notified of the time, place, and purpose of such a meeting in writing at least ten (10) days in advance.
Section 3. Quorum
At each meeting, the presence of nine members will constitute a quorum.
Article X - Elections and Voting
Section 1. Nominating Committee
The President shall appoint a Nominating Committee composed of not less than three (3) members who shall submit to the President a slate of nominees for the Board of Directors not less than thirty (30) days before the Annual Meeting. The Secretary shall include the names of the nominees for the Board of Directors in the notice of the Annual Meeting sent to the members at least ten (10) days before the Annual Meeting.
Section 2. Nominations
Nominations may be made from the floor at the Annual Meeting.
Section 3. Eligibility
Only members in good standing may vote.
Section 4. Voting
Directors will be elected by plurality vote of the voting members present and by written ballot if there is more than one candidate for the office. A member may not vote by proxy. The Secretary will record all votes of the membership and certify the results of the election.
Article XI - Miscellaneous
Section 1. Robert's Rules of Order, current edition, will govern the parliamentary procedure of the Corporation.
Section 2. The Corporation is organized and will be operated exclusively for charitable, scientific, and educational purposes. No part of its net earnings will inure to the benefit of private shareholders or individuals. It will not attempt to propagandize or to influence legislation as a substantial part of its activities; it will not participate in any political campaign for public office.
Section 3. Upon a vote of two-thirds of the voting members present to dissolve the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation in such manner, or to such organization(s) organized and operated exclusively for charitable, educational, religious, or scientific purposes as at the time shall qualify as an exempt organization(s) under section 501 C(3) of the Internal Revenue Code (or the corresponding provisions of any United States Internal Revenue Code) as the Board shall determine.
Section 4. The corporation will not discriminate on the basis of age, color, disability, gender, national origin, political affiliation, race, religion, sexual orientation, or veteran status.
Article XII - Amendment of Bylaws
Section 1. Amendments
When recommended by the Directors, the bylaws may be amended by a vote of two-thirds of the voting members present at any meeting of the members, provided that written notice containing the proposed amendment has been communicated to all members at least ten days prior to the meeting at which the amendment will be presented, or as otherwise provided by law.
October 1989
Revised March 22, 1997 Revised March, 2001
Adopted June 2001
Amended November 2003
Revised December 2007
Revised September 2013
Revised October 2016 (changes to Membership section effective for 2017 dues)
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