Bylaws of the McMinnville Garden Club

Revised May 17, 2021

Article I – Name

The name of this organization shall be the McMinnville Garden Club, a 501 (c) (3) non-profit organization affiliated with the Pioneer District Garden Clubs (PDGC), the Oregon State Federation of Garden Clubs, Inc. (OSFGC), the Pacific Region Garden Clubs (PRGC) and the National Garden Clubs, Inc. (NGC).

Article II – Objectives

The objectives of this Club are to study and advance the fine art of gardening, landscape design, conservation, and horticulture; to aid in the protection of plants and wildlife; and to encourage civic beauty.

Article III – Membership

Section 1. The Club maintains open membership to those who take an active interest in gardening and who will participate in Club activities.

Section 2. Members are expected to refrain from conduct injurious to McMinnville Garden Club or its purposes. Membership may be terminated by the Executive Committee after giving the member 15 days written notice. The member shall have one week to appeal the Executive Committee’s decision. Executive Committee’s decision shall be final.

Section 3. Each member shall be entitled to one vote on all requiring a vote, including amendment of the Bylaws, amendment of the Standing Rules, election of Club officers and approval of the annual budget.

Section 4. There shall be no voting by proxy.

Article IV – Dues

Section 1. Dues for the Club shall be payable annually on July 1 and become delinquent September 1. Dues may be raised by membership vote without changing the Bylaws.

Section 2. New members joining the Club after January 1 shall pay one-half of the annual dues.

Section 3. The fiscal year shall be from July 1 to June 30, inclusive.

Article V- Policy

Section 1. This Club shall be non-profit. The Club is a non-taxable 501 (c) 3 organization.

Section 2. This Club shall make no contributions to drives or community solicitations unless related to the Club’s objectives.

Section 3. The affairs of the Club shall be managed by the Executive Committee between regular Club meetings.

Article VI- Officers and Elections

Section 1. The elected officers of the Club shall be President, Vice President, Secretary and Treasurer and collectively they shall constitute the Club’s Executive Committee. The immediate Past-President shall serve as a non-voting advisor to the Executive Committee.

Section 2. A Nominating Committee of at least 3, but not more than 5, Club members shall be appointed in an election year by the Executive Committee (excluding the President). Nominations may also be submitted from the floor.

Section 3. All officers shall be nominated in April, elected in May), installed in June, and take office July 1, for a two-year term on a schedule that corresponds with the schedule set by the Oregon State Federation of Garden Clubs, Inc. An officer may serve no more than two consecutive terms. An interval of one election cycle shall elapse before a member is eligible for the same office.

Section 4. Vacancies may be filled by the Executive Committee, subject to ratification by the Club members at the next regular meeting. Members serving in the vacant officer position will serve for the remainder of the term and be subject to the same limits as described in Section 3.

Section 5. For duties of officers, refer to the Standing Rules.

Article VII- Meetings

Section 1. The annual meeting of the members shall be held on the third Monday of September at 10 a.m.

Section 2. The regular meetings of the Club shall be held on the third Monday of each month (unless otherwise designated) at a time and place to be listed in the yearbook. The meetings may be conducted in any manner that will permit members to fully participate in deliberations and vote.

Section 3. The Executive Committee shall meet at a time and date specified by the President, prior to a regular Club meeting, to plan the meeting agenda and take care of any urgent business.

Article VIII – Quorum

The members present, plus a majority of the Executive Committee, shall constitute a quorum at any Club meeting. A majority of committee members present will constitute a quorum for a Committee meeting. The President, who is an ex-officio member of all appointed committees, except the nominating committee, shall not be included in the count to determine a committee quorum.

Article IX – Committees

The Executive Committee may establish such committees as it deems desirable and necessary. For duties of the committees, refer to the Standing Rules.

Article X – Parliamentary Authority

Robert’s Rules of Order, as last revised, shall govern this Club when they are not inconsistent with these bylaws.

Article XI- 501 (c) (3) Information

No part of the net earnings of the Club shall inure to the benefit of, or be distributable to its members, trustees, officers, or to other private persons, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose clause hereof. No substantial part of the activities of the Club shall be the carrying on of propaganda, or otherwise attempting to influence, and the Club 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 Club shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by any organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Upon dissolution of the Club, 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 the 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 the purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Revised May 17, 2021

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