Article I: Name

This organization shall be known as the Groton Garden Club.

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Article II: Purpose

The mission of this club shall be to encourage and promote interest in, and the development of, all aspects of gardening. (Revised 2023)

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Article III: Membership

Section 1. Classes of Membership

Members shall be classified as Active, Sustaining, or Life.

Section 2. Requirements of Membership

Section 2a. Active members:

Shall pay annual dues and shall be willing to attend meetings, serve on committees, hold offices, actively participate on the Hospitality Committee and in the annual Plant Sale.

Hospitality Participation:

Active members shall assist in providing hospitality for one General Meeting during each club year. Specific responsibilities may vary as determined by the Chair(s) of the Hospitality Committee.

Plant Sale Participation:

Active members shall either donate plants from their gardens or make a monetary donation to defray the Plant Sale expense. In addition, they shall participate in one or more potting up sessions, and/or assist on the day of the sale with set up, clean up or sales.

Section 2b. Sustaining Membership:

After seven years of Active membership, a member may change status to sustaining membership by contacting the Membership Chair. Sustaining members shall pay annual dues. They shall be exempt from active work, but share in all other rights and privileges of membership.

Section 2c. Life Membership:

The board may consider for Life membership anyone who has been a member in good standing for at least 40 years, or who has served as Garden Club president and has been a member in good standing for at least 20 years, or any other member who has rendered exceptional service to the Groton Garden Club. Life members shall be exempt from active work and payment of dues, but share in all other rights and membership privileges.

Section 3. Application for Membership 

Membership is open to anyone with an interest in gardening and civic beautification. Those interested in joining shall submit a completed application form to the Membership Chair. The form shall be accompanied by payment of dues (see Article IV, Section 2.) The Membership Chair shall provide the new member with a yearbook and introduce the new member at the next General Membership meeting.

Section 4. Transfers of Membership

Transfers from another club shall comply with Groton Garden Club’s standard membership procedures. Dues paid to the Groton Garden Club are not transferable.

Section 5. Resignation from Membership

Members planning to resign from the Groton Garden Club shall notify the Membership Chair. 

Section 6. Loss of Membership

A member who does not fulfill membership requirements may be removed from membership by a two-thirds vote of the board. 

Section 7. Reinstatement of Membership

Members seeking reinstatement shall notify the Membership Chair. 

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Article IV: Finances

Section 1. Fiscal Year

The fiscal year shall be July 1st - June 30th.

Section 2. Dues

Section 2a.

Dues shall be twenty-five dollars ($25) per year for Active Members and thirty dollars ($30) per year for Sustaining Members. Life Members and the current President shall be exempt from payment of dues. 

Section 2b.

Dues are payable at the membership meeting in May. If dues are not received by that time, the delinquent member shall be notified. If the member does not reply and pay dues by the June annual meeting, non-payment shall be considered a resignation from the club. 

Section 2c.

Members who join between March 1 and June 30 shall pay half the annual dues. (Revised 2020)

Section 3. Unbudgeted Expenses

The board may authorize payment of up to $100 for expenses not included in the budget; expenditures over $100 are presented for approval to the membership. Requests made by a member at General Meetings for up to $100 may be approved at the meeting; requests for expenditures over $100 are referred to the board for a recommendation at the following board meeting and if approved shall be brought to the next General Membership meeting for a vote. (Revised 2023)

Section 4. Donations

Donations made by the club shall reflect its mission and its commitment to gardening and conservation, with priority given to local causes. The board may consider a request for a donation at any time. Any board recommendation for a donation above $100 shall be submitted for a vote by the membership at the next General Membership Meeting. 

Section 5. Reserve Fund

Whenever possible, the club shall maintain a reserve fund equal to 25 percent of the prior year’s expenditures. (Revised 2020)

Section 6. Projects and Donations Account

Funds available for new projects and/or donations shall be calculated as follows at the beginning of the fiscal year: the checkbook balance as of July 1st minus (budgeted expenses plus the reserve fund) equals the amount available for projects or donations in the current fiscal year. (New 2018)

Section 7. Tax Status

Federal:

The Groton Garden Club is a nonprofit, 501(c)(3) tax exempt organization, falling under the umbrella of the Garden Club Federation of Massachusetts. As such, it is exempt from paying federal taxes on income related to the club’s charitable purpose. The Groton Garden Club is required to file an annual information return with the Internal Revenue Service. 

To maintain its umbrella status with the GCFM, the club shall file a renewal form and financial statements with the GCFM by October 1st of each year and shall also file a form 990N with the IRS. The Garden Club shall comply with these requirements or with changed requirements as made by the GCFM or other circumstances.

State:

The Groton Garden Club is granted tax exempt status by the Commonwealth of Massachusetts. As such, it does not pay income tax or sales tax. The club is required to file an annual information return (forms PC and 990-EZ) with the Commonwealth of Massachusetts Attorney General’s Office. 

In addition, Massachusetts tax law allows for casual and isolated sales to occur free of charging sales tax. The Treasurer and other Board members shall be aware of this rule and comply with state tax laws.

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Article V: Officers

Section 1. Officers

The officers shall be the President, Vice President, Secretary, Treasurer, and Auditor. They shall perform duties usual to their offices and as outlined in these bylaws.

Section 2. Election of Officers

The officers shall be elected by the membership for a two-year term and may serve two consecutive terms. There are no lifetime limits on the number of terms that may be served. If an officer cannot fulfill the obligations of office, the President may appoint a replacement.

Section 3. Duties of Officers

President:

The President shall preside at the meetings of the Garden Club, shall cast the deciding vote in case of a tie, shall appoint the chairs of all committees and be an ex officio member of all committees except the Nominating Committee, shall call for the reports of the committees, and shall perform such other executive functions as are not delegated to the other officers of the club. The President keeps the file of annual reports, club correspondence, and club membership in other organizations. The President is authorized to sign checks in the Treasurer’s absence. 

Vice President:

In the absence of the President, the Vice President shall preside at all meetings and shall exercise all the powers of the President. The Vice President shall review the bylaws and policies annually and shall chair an ad hoc committee to recommend any changes or amendments (see Article XI: Amendments to Bylaws & Policies). 

If the President is unable to complete a term, the Vice President shall assume the role of President. The President and Vice President, together, may establish other goals and duties for the Vice President. (Revised 2020)

Secretary:

The Secretary shall keep a record of all the minutes, take attendance at meetings, and such other records as are necessary. In the absence of the President and Vice President, the Secretary shall preside and exercise all the powers of the President. The Secretary maintains a file of annual reports plus all the board and club minutes. The minutes and annual reports shall be forwarded annually to the historian to be retained in the club archives.

Treasurer:

The Treasurer shall: (Revised 2023) Have charge of all funds of the club, collect dues and shall send out and pay all bills until the end of the current fiscal year.

Prepare an annual budget for review by the Board and membership. It shall then be voted on by the membership at the Annual Meeting.

Renew coverage under the Garden Club Federation of Massachusetts 501(c)(3) umbrella, file Form 990N with the IRS and Forms PC and 990EZ with the Commonwealth of Massachusetts Department of Revenue (DOR), or file such other forms as shall be required under a change in law or circumstance.

Shall calculate the Reserve Fund as described in the Policies section. (Revised 2023)

Auditor:

The auditor shall perform an annual audit of the club’s financial records. (Revised 2022)

 

Article VI: Board 

Section 1. Board Members

The Board shall be comprised of the officers and committee chairs.

Section 2. Board Responsibilities

The Board shall have control and management of the affairs and property of the Club. Each committee chair shall maintain a committee file. Other board responsibilities may be adapted to meet the needs of each committee and of the club as a whole. 

Section 3. Board Meetings

Board meetings shall be scheduled by the President and shall be held monthly at least a week before the General Membership meeting. 

Section 4. Cancellation of Board Meetings 

The President and Vice President decide whether to cancel or reschedule a board meeting due to weather or other conditions and communicate this information to the Board.

Section 5. Quorum 

A quorum of a meeting or an email vote shall be 25 percent of board members. (Revised 2023)

 

Article VII: Committees

Section 1. Committees

Committees shall reflect the interests and commitments of the club. New committees shall be formed or existing ones disbanded by a vote: first, of the board, and second, of the membership. Records of disbanded committees shall be given to the historian. 

Section 2. Committee Chairs 

Committee chairs shall be appointed by the President, who may seek out the advice of the board. Committee chairs shall serve for a one-year term, from Annual Meeting to Annual Meeting. The chairs of the Yearbook Committee and Groton Fest Committee shall serve from October 1st to September 30th of the following year. Any committee chair may serve consecutive terms with no limit on the number of terms served. (Revised 2020)

Section 3. Committee Chair Responsibilities 

Each committee chair shall maintain a committee file with notes on activities, expenditures, and inventory. Committee chairs shall submit reports at the monthly board meeting. An annual report that shall be written yearly and be due at the Annual Meeting. (Revised 2023)

Section 4. Committee Mission

The committee chair and members shall define the mission of each committee each year.

Section 5. Committee Transitions

Outgoing and incoming committee chairs shall meet at the transition of a term. The committee file and records shall be given to the new committee chair at this meeting. 

Section 6. Committee Expenses

Members may be asked to make reasonable expenditures in addition to their dues to support committee activities or when assigned hospitality duties. It is recommended that committee chairs plan reimbursement for extraordinary expenses, make it clear that any member can request reimbursement, and include reimbursements in their committee budget. Receipts are required to be submitted with requests for reimbursement. 

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Article VIII: Membership Meetings 

Section 1. Frequency of General Meetings

There shall be at least seven General Meetings during the fall through spring months, which shall be held on the first Tuesday of the month, unless otherwise specified.

Section 2. Annual Meeting

The Annual Meeting shall be held in June to hear the officers’ annual reports of the prior year and to approve the budget for the coming year. Committee annual reports shall be collected by the Secretary at the Annual Meeting and emailed to the membership. (Revised 2020)

Section 3. Membership Quorum

A quorum of a meeting or email vote shall be 25 percent of club members. (Revised 2023)

Section 4. Meeting Cancellations

The President and Vice President decide whether to cancel or reschedule a General Meeting due to weather or other conditions and communicate this information via the Telephone and Email Committee.

Section 5. Special meetings

The President may call a special meeting if necessary. In addition, if a vote is needed on an item before the next scheduled meeting, the President may poll the board or membership via email.

 

Article IX: Nominating and Elections 

Section 1. Selection of Nominating Committee

Section 1a.

A Nominating Committee of three members shall be chosen biennially in October.

Section 1b.

The President shall appoint the Nominating Committee Chair who shall select two additional committee members from the general membership list. The Board shall approve this selection at their October meeting. 

Section 2. Nomination of Candidates for Office

Section 2a.

The Nominating Committee shall prepare a slate of candidates for each office. 

Section 2b.

The Nominating Committee shall present the slate of candidates no later than the February board and March membership meetings. Nominations from the floor shall be solicited at the March General Meeting. 

Section 2c.

The Nominating Committee shall submit its final ballot at the April General Meeting.

Section 3. Election of Officers

The election of officers shall be held at the April General Meeting. If all offices are uncontested, the election shall be by voice vote. If more than one person is nominated for an office, the vote shall be by secret ballot. A quorum must be present during the entire election process.

Section 4. Installation of Officers

The Nominating Committee shall install the new officers at the June Annual Meeting. The new officers shall take office at that time. The outgoing treasurer shall continue with all duties and work with the incoming treasurer until the books are closed at the end of the fiscal year. (Revised 2020)

Section 5. Nomination and Elections

Outgoing and incoming officers shall meet at the transition of a term. The officer file and records shall be given to the new officers at this meeting. (New 2020)

Section 6. Nominating Committee Eligibility for Office 

A member of the Nominating Committee, including the committee chair, is not prohibited from being nominated for an office. In the event such nomination is proposed, that committee member shall be recused from further discussion related to filling that office. The committee member may participate in discussion regarding nominations for other offices. (Revised 2020)

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Article X: Parliamentary Authority 

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the club in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the club may adopt.

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Article XI: Amendments to Bylaws and Policies 

The bylaws and policies shall be reviewed annually by the Vice President to ensure they reflect current and best practices. Any proposed amendments shall be reviewed at a Board Meeting and then presented to the membership. The vote shall take place at the next General Meeting at which there is a quorum. (Revised 2020)

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Article XII: Dissolution Clause

In the event of dissolution, all of the remaining assets and property of the organization shall, after payment of necessary expenses, be distributed to such organization as shall qualify under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax law or to the Federal Government, a state or local government for public purpose, subject to the approval of a court or competent jurisdiction within the Commonwealth of Massachusetts.

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Upon dissolution, all remaining assets of the Club shall be distributed to one or more organizations having purposes similar to those of the Club, to be selected by the then-existing Board.

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Article XIII: Non-Discrimination Clause    

The Groton Garden Club shall not permit, in their conduct of club affairs, any restriction or limitation whatsoever based upon race, color, creed, gender, national origin or employment status. (These Bylaws were revised in their entirety in Spring 2017 and amended in subsequent years.)