Bylaws

Purpose: The Garden Club of Old Greenwich adheres to the purposes and principles of The Federated Garden Clubs of Connecticut, Inc. as stated in their Bylaws, Article II.

  1. To operate exclusively on a non-profit basis and solely for charitable and educational purposes conducive to the well-being of the community and useful to the public.
  2. To aid in the protection and conservation of natural resources, to preserve heritage, to promote civic beauty and to encourage improvement of roadsides and parks.
  3. To advance the art of floral design, horticulture and landscape design.
  4. To provide scholarships to further horticulture and conservation education.
  5. To encourage rehabilitation of the ill and disabled through gardening therapy.
  6. To assist in educating the youth of our State in areas of garden club activity.

Bylaw I - Membership

  1. Active Membership shall be limited to seventy-five members who reside in the Town of Greenwich at the time of joining the Club.  An active member's daughter or daughter-in-law who resides outside Greenwich shall also be eligible for membership.
  2. Honorary Membership may be extended by the Board of Directors to those whom the Club so desires to honor. An Honorary Member may attend meetings and serve on committees but may not vote or hold office. Past Presidents of The Garden Club of Old Greenwich who have moved away from Greenwich shall become eligible to become Honorary Members at the discretion of the Board.
  3. Associate Membership is available, with board approval, to a limited number of members who have been active for a minimum of three years, but who are unable to continue to fill the full requirements of active membership. An Associate Member may attend meetings and serve on committees but may not vote or hold office.
  4. Non-Resident Membership may be extended by the Board of Directors to any present or former member who takes up permanent residence away from Greenwich. Such Members shall continue to be allowed to vote and hold office if they have a history of service to the club.
  5. At the discretion of the president (co-presidents), electronic meetings may be held.  Votes may be held in this format, providing a quorum is present.  Specific committees may also use this meeting format at the discretion of the committee chair.
  6. Candidates for membership must be proposed in writing by one active member. The member shall submit the candidate’s sponsorship letter and the membership application to the chair of the Membership Committee. The sponsor must have been active for at least one year and may be on the Membership Committee. (See also Standing Rules II.)
  7. New Members. Upon election to membership in the Garden Club, the candidate shall be notified by the Chair of the Membership Committee. The Membership Chair shall send the bill for the initiation fee and dues. If, within thirty days from the date of receiving such notice, the proposed member has not conformed to the regulations for membership, the election shall be void.
  8. Reinstatement. A former active member in good standing, who later applies for reinstatement, may become a member without paying an initiation fee.

Bylaw II - Meetings

  1. The Annual Meeting and elections shall be held in June on a date to be designated by the Executive Board.
  2. Regular meetings of the Club shall be held on the second Friday of the month, and meetings of the Executive Board shall be held on Thursday of the week preceding the second Friday of the month, unless members are notified to the contrary.
  3. Special meetings. The President or five members of the Executive Board, or any committee, may request a special meeting for a specific purpose.
  4. A Quorum of the Club shall be one-half of the Active Members. A Quorum of the Executive Board shall be one-half of its membership.

Bylaw III - Dues

Dues are payable June 1st and must be paid no later than June 30th. Members in arrears will be notified by August 31st, and reminded that to remain in good standing a member must have dues paid in full. The Executive Board may grant exceptions for extenuating circumstances.

  1. Active, Associate, and Non-Resident Members shall pay annual dues of one hundred dollars.
  2. New Members shall pay an initiation fee of twenty-five dollars and annual dues of one hundred dollars (a total of one hundred twenty-five dollars). New Members are urged to buy the Handbook for Flower Shows (HB) for reference.
  3. Honorary Members shall pay no dues.
  4. The Board may make special assessments as needed.
  5. The fiscal year shall be from September 1st through August 31st.

Bylaw IV - Duties of Officers - Elections

  1. The President (or Co-Presidents) shall be the Executive Officer(s) of the Club. She (They) shall preside at all meetings and shall be, ex officio, a member of all standing and special committees, except the Nominating Committee.
  2. The Vice President (if no Co-Presidents) shall perform all the duties of the President in her absence. Should the President become permanently unable to fulfill the duties of her office, the Vice President shall become President for the unexpired term; the Executive Board shall then appoint one of their number to be Vice President and fill any ensuing vacant office by appointment. The Vice President shall serve as a vehicle through which the following committees may report to the Executive Board: Awards, Council of Presidents, Member Services, Monthly Meeting Judges, Nominating, Scholarship, and Yearbook.
  3. The Recording Secretary shall keep minutes of all regular and special meetings of the Club and of the Executive Board. She shall also receive and place on file the annual reports of all regular and special committees.
  4. The Corresponding Secretary shall send due notice of all regular and special meetings of the Club and of the Executive Board, including the time and place of the meetings. She shall keep a correct list of all names and addresses of members and shall conduct the general correspondence of the Club.
  5. The Treasurer shall receive all fees, dues and monies due the Club from any source whatsoever and shall deposit the same to the credit of The Garden Club of Old Greenwich in such bank or trust company as the Executive Board may designate. She shall notify all members of their indebtedness to the Club and shall pay all bills authorized by the Executive Board.
  6. The Assistant Treasurer shall be fully informed at all times of the financial status of the Club and shall lend such assistance as the Treasurer shall request. The Assistant Treasurer shall be simultaneously the Chair of the Finance Committee.
  7. The Finance Committee shall be composed of a Chair who is the Assistant Treasurer, the Treasurer, and committee members appointed by the Finance Chair. The Finance Committee shall prepare the annual budget for approval at the June Board meeting and vote by the membership. The Finance Committee shall review any requested unbudgeted expenditure over $100 for Board approval.
  8. The Federation Secretary shall conduct any necessary business with The Federated Garden Clubs of Connecticut, Inc.
  9. The Executive Committee shall consist of the Officers of the Club.
  10.  The Executive Board shall consist of the Officers and the Chairs of the following committees: Civic, Conservation, Design, Garden Therapy, Horticulture, Hospitality, Juniors, Membership, Parliamentary, Plant Sale, Program, and Publicity. The chair of the Flower Show shall attend the Executive Board meetings as needed.
  11. The Nominating Committee shall be elected at the June meeting in odd years.
  12. Other committee Chairs may be invited to specific Executive Board meetings at the discretion of the President.
  13. Committee Chairs unable to attend an Executive Board meeting are urged to submit a written report to the President prior to the meeting.
  14. Reporting to the Executive Board through the Vice President (or Co-Presidents) are the following Committee Chairs: Awards, Council of Presidents, Monthly Meeting Judges, Nominating, Scholarship, and Yearbook.
  15. Reporting to the Executive Board through the Civic Committee chair are the following Sub-Committee Heads: Butterfly Garden, Gateway Garden, and Member Services (Library Books and Flowers).  Member Services is a designation to include Library Books and Flowers but is not a formal committee.
  16. The Officers shall be elected at the Annual Meeting in even years from a slate previously prepared by the Nominating Committee, to be announced at one meeting prior to the Annual Meeting. Additional nominations for Officers may be made in writing, each nomination to be signed by at least five members and presented to the membership no less than 10 days prior to the Annual Meeting.

Bylaw V - Committees

There may be the following committees:

The Executive Board may add or omit such committees and/or sub-committees, as it deems necessary.

  1. Each committee, except the Nominating Committee, shall consist of a Chair to be appointed by the President (or Co-Presidents)(in consult with the Vice President). It is suggested that an assistant Chair(s) be appointed in the odd-numbered years to chair the committee under the new presidency. Each Chair shall notify the President of all meetings of her committee.
  2. Committee Chairs or their designees shall initial all bills and send them to the Treasurer with an explanation of the expenditure.
  3. The Nominating Committee shall be composed of five Active Members, one of whom is a hold-over from the previously elected Nominating Committee and four to be elected by ballot from a list of up to ten nominees previously designated by the Board. The existing Nominating Committee should select who the hold-over should be. Additional nominations may be made from the floor at the time of such balloting. The four nominees receiving the highest number of votes shall be considered elected. The committee shall designate a Chair from the four elected members.

Bylaw VI - Amendments, Suspensions, and Rules

  1. These Bylaws may be amended at a regular meeting vote of the active members provided that a quorum shall be present. Any proposed amendment shall be subscribed to by at least five members and shall be presented in writing at a regular meeting and, when passed, shall become immediately effective.
  2. These Bylaws may be suspended at a regular meeting by 2/3 vote of votes cast provided that a quorum shall be present. A suspension of a Bylaw must have a time proviso, and at the end of that stated time, the suspension will expire.
  3. The Rules contained in Robert's Rules of Order shall govern the Club in all cases where they are applicable.

Bylaw VII - Dissolution and Disposition of Assets

  1. Dissolution & Disposition of Assets - Internal Revenue Service
    Upon the dissolution of the corporation (club), the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation (club), dispose of all of the assets of the corporation (club) exclusively for the purposes of the corporation (club) in such manner, or to such organization(s) organized and operated exclusively for charitable and educational purposes as shall at the time qualify as an exempt organization(s) under Section 501 (C)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation (club) is then located, exclusively for such purposes or to such organization(s), as said court shall determine, which are organized and operated exclusively for such purposes.
  2. Dissolution & Disposition of Assets - State of Connecticut
    To restrict the activities of the corporation (club) so that it shall not be used or operated for private profit. And no property of the corporation (club) should insure to the private profit of any member or special group except if the corporation shall be dissolved, in which instance the assets will be distributed to a similar non-profit organization holding a valid tax exemption permit issued by the Commissioner of Revenue Services.

Updated March 17, 2023