Constitution

I.  NAME AND PURPOSES

1.1       NAME.  The name of the Association shall be the New Canaan Garden Club, a member club of the Garden Club of America and the Federated Garden Clubs of Connecticut, Inc.

1.2       PURPOSES and ACTIVITIES.  The purposes of the Club shall be to stimulate the knowledge and love of gardening among its members and the members of the community, to promote conservation and to encourage civic planning and beautification.  The Club shall pursue its mission through activities and programs consistent with the stated purposes of the Garden Club of America.

1.3       NON-PROFIT STATUS.  The club shall be operated solely for educational, civic and charitable purposes and in compliance with the requirements of section 501(c)(3) of the Internal Revenue Code, shall not be used or operated for private profit, and no part of its assets or net earnings shall inure to the benefit of any private individual.

 

II.  OFFICERS

2.1       OFFICERS.  The Officers of the Club shall consist of a President, a First Vice President, a Second Vice President, a Treasurer, a Recording Secretary, and a Corresponding Secretary.  When deemed appropriate, Assistant Officers and/or Co-Officers may be elected.

2.2       EXECUTIVE COMMITTEE.  The Officers shall act as the Executive Committee and shall conduct the affairs of the Club between meetings of the Board.  All interim actions taken and decisions made by the Executive Committee are subject to ratification by the Board.

2.3       DUTIES.  The duties of the Officers shall be those in general usage within charitable and non-profit organizations, as well as those described in the Standing Rules adopted by the Club.

2.4       ELECTION and TERM.  Each officer shall be elected by ballot at the Annual Meeting to hold office for two years or until a successor is chosen. In the event that there is but one candidate for each office to be filled, the requirement for election by ballot may be waived and the vote taken by acclamation.

2.5       TREASURER DESIGNATED AS CFO.  The Treasurer shall be the Chief Financial Officer (“CFO”) of the Club.  As the CFO, the Treasurer shall have the ultimate responsibility and accountability for all Club accounts, funds, assets and disbursements.  The Treasurer shall make monthly reports on the finances to the Board and present timely reports at the member meetings as circumstances warrant, but no less than once a year at the Annual Meeting.

 

III.  BOARD

3.1       MEMBERS OF BOARD.  The Board shall consist of the Officers and Committee Chairs elected at the Annual Meeting.

3.2       BOARD TERMS AND LIMITS.  Board members shall serve for a term of two years.  No one person may serve on the Board for more than three consecutive terms (6 years), except for the President.

3.30     DUTIES of the BOARD.  The Board shall:

3.31     Administer the affairs of the Club subject to such ratification or      approval by the members as may be required.

3.32     Approve the appointment of Chairs and members of any Special Committees at the request of the President.

3.33     Fill all vacancies occurring in its membership in consultation with the Nominating Committee; except in the event that the office of President shall become vacant, the First Vice President shall automatically become President for the balance of the term of office.

3.34     Make recommendations to the membership for its approval of the adoption and/or amendment of the Constitution or the Standing Rules of the Club.

3.35     Fix the dates of the Board meetings.

3.4       COMMITMENT OF BOARD MEMBER.  By their nomination and election, each Board member affirms their personal commitment to perform the duties of their position fully and faithfully, to the best of their ability, and their obligation to attend Board meetings in order: (a) to assure the presence of a quorum; (b) to be actively engaged in discharging the Board’s responsibility to direct the affairs of the Club; (c) to keep the Board informed of their activities and to provide constructive assistance to other Board members; and (d) to achieve the goals and advance the purposes of the Club.

Absence from three Board meetings, or failure to fulfill other duties of Board membership, shall require adequate written explanation to the President.  Failure to comply may, at the option of the Executive Committee, constitute a resignation from the Board.

3.5       REMOVAL.  An Officer or elected Committee Chair may be removed from office, with or without cause, by majority vote of the Executive Committee.

3.6       VOTING.  Each Board member shall be entitled to a single vote.  A majority vote rules.

3.7       QUORUM.  A simple majority of the Board shall constitute a quorum.

3.8       SPECIAL MEETINGS.  Special meetings of the Board may be called at any time by the President or at the request of at least five members of the Board.

3.9       ELECTRONIC MEETINGS AND VOTING.  At the discretion of the President, meetings of the Executive Committee and the Board may be held electronically (via telephone or internet) when inclement weather conditions or other circumstances arise, or when urgency requires expedient action.  At the discretion of the President, matters considered during electronic meetings, or put to the Executive Committee or Board electronically, may be voted on electronically, but the results of such votes shall be reported at the next Executive Committee or Board meeting and noted on the record.

 

IV.  NOMINATIONS

4.1       COMMITTEE MEMBERS.  The Nominating Committee shall consist of the Chair proposed by the Nominating Committee and elected by the membership at the Annual Meeting and not less than two, nor more than four, Active members appointed by the Chair, with prior approval of the Board. The Committee members shall serve for one year, and must have been members of the NCGC for at least three years.  Members of the Nominating Committee may not be nominated for any Board position.

4.2       SLATE PREPARATION.  The Nominating Committee shall prepare a slate of candidates for the Board positions to be filled by election at the Annual Meeting. The slate shall be submitted in writing to the Board in time for the May Board meeting. The Corresponding Secretary shall then submit the slate in writing to the membership at least two weeks prior to the Annual Meeting. A majority vote shall constitute election.

4.3       VACANCIES.  Vacancies on the Board shall be filled by the Nominating Committee, in consultation with the President, and approved by the Board.  Persons so appointed shall serve until the expiration of the original term.  Any member appointed to fill an unexpired term may be eligible to serve another term by election.

 

V.  COMMITTEES

5.1       COMMITTEES.  There shall be three categories of committees: Board Committees, whose chairs are elected by the members and by virtue of that election are members of the Board; Appointed Committees, whose chairs are appointed by the President; and, Special Committees, established by the Board and whose chairs are appointed by the President with the approval of the Board, and whose jurisdiction, scope of authority and appointed time of expiration are specified by the Board in the motion establishing the committee.

5.2       TERMS AND LIMITS OF COMMITTEE CHAIRS.  The term of all chairmen and co-chairmen of Board and Appointed Committees shall be for two years.  No one person may serve as chair of the same Board Committee for more than two consecutive terms (4 years).   The term of chairmen and co-chairmen of Special Committees shall be for the duration of the project for which the committee was established if it is completed in less than two years, otherwise the term shall be for two years.

5.3       MANAGEMENT and DISBURSEMENT of FUNDS.  Any Committee that has been given authority over any Club assets or fiduciary funds, including, but not limited to, bank accounts, certificates of deposit, money market accounts, or any other type of financial account or fiduciary asset, and oversight authority for the disbursement and management of the project for which the funds are expended, shall be strictly accountable to the Treasurer and the Board.  The Chair of such committee, or the person designated by the Chair, shall maintain proper records of all such funds and keep the Treasurer fully apprised of all financial matters in a transparent and timely manner.  When requested by the President or Treasurer, such committee or person shall prepare written reports and present them to the Board in person.  Any failure to perform these duties in a competent and timely manner shall be considered a serious breach of fiduciary responsibility and cause for immediate removal from those responsibilities and, at the discretion of the Board, may also result in revocation of membership in the Club.

5.4       COMMITTEE REPORTS.  The purpose of committee reports is to provide the Officers, the Board and the membership a concise and accurate understanding of the status of the many Club projects and activities.  Reports assist the Officers and the Board in managing the affairs of the Club and of informing the Board and members of significant issues and the timetable for decisions and responsive action.  Each committee chair has the duty to be responsive to requests for information and a good faith obligation to be forthcoming and accurate in giving an account of their stewardship.

5.5       ANNUAL COMMITTEE REPORTS.  All chairs shall submit a written report to the Board each year prior to the Annual Meeting of the members.  The reports shall reflect the activities and accomplishments of the committee during the past year and be sufficient to: (a) keep the Officers and Board reasonably informed, pursuant to Section 5.4, above; (b) assure a continuity for new chairmen and committee members; and, (c) be included in the Club archives to chronicle Club history and accomplishments.

 

VI.  MEMBERSHIP

6.10     MEMBERSHIP ELIGIBILITY REQUIREMENTS.  To be eligible for membership a candidate shall:

6.11     Own, or rent, a home in New Canaan and have lived in the community for at least three years.

6.12     Have a garden in which an active personal interest is taken and/or be actively interested in Flower Arranging, Horticulture or Conservation.

6.13     Be willing and able to sustain the goals of the Club and to participate regularly in its activities and programs.

6.2       LIMITATION ON NUMBER OF MEMBERS.  The combined number of Active, Provisional and Sustaining members shall be limited to one hundred and fifty (150).

6.3   CLASSES OF MEMBERSHIP.  There shall be five classes of membership, designated as Provisional, Active, Sustaining, Affiliate, and Honorary.

6.31     PROVISIONAL MEMBERSHIP shall be required of each new member of the NCGC. Provisional obligations shall include participation in a one-year introductory program under the direction of the Provisional Chair as well as in all regular Club programs and activities.  During the Provisional Year, a Provisional Member shall serve on: (a) at least one of the following committees: Flower Arranging, Conservation or Horticulture; and, (b) serve as one of the Waveny Walled Garden volunteers.

Whenever a Provisional Member cannot participate in one of the above requirements an explanation must be shared with the Provisional Chair.

At the conclusion of one year, those Provisional Members, who have successfully completed the program, shall be invited by the President to become Active Members of the New Canaan Garden Club.

A person unable to meet the Provisional requirements may be invited to extend the Provisional status for an additional year.

Provisional members are non-voting members of the New Canaan Garden Club.

6.32     ACTIVE MEMBERSHIP shall require consistent participation in NCGC activities, including regular attendance at meetings and workshops, active participation on at least one administrative or civic committee, and active participation in at least one civic project each year. Active members are strongly encouraged to participate in Conservation and Fund Raising and to exhibit in at least one Flower Show each year and/or in sweepstakes at Regular meetings.

Absence from three regular meetings, or failure to fulfill other duties of membership, shall require adequate written explanation to the Membership Chair.  Failure to comply may, at the option of the Executive Committee, constitute a resignation.

Active members are full voting members of the New Canaan Garden Club.

6.33     SUSTAINING MEMBERSHIP shall be available to Active members who, after fifteen years of active participation, wish to be relieved of club duties. In order to become a Sustaining member one must apply in writing to the Membership Chair. A summary of the member’s active history must be included with the letter. The transfer will become effective upon a majority vote of approval by the Board and at such time as a vacancy exists.

The number of Sustaining Members shall be limited to no more than 30% of the total combined number of Active, Provisional and Sustaining Members.

Sustaining Members are full voting members of the New Canaan Garden Club.

6.34     AFFILIATE MEMBERSHIP shall be available to (a) those members who are no longer residents of New Canaan, and (b) those members who have been active for 15 years and spend the majority of the Garden Club year (September -June) away from New Canaan. Any member wishing this change in membership status shall apply in writing to the Membership Chair. The change in membership status shall become effective upon a majority vote of approval by the Board.

An Affiliate member residing in a town with a GCA club and wishing to become associated with its activities can do so by notifying the NCGC President and asking for a letter of recommendation.

There are two types of Affiliate Membership:

6.34.1 Primary Affiliate – those whose affiliation with the GCA is through the NCGC. These members are full voting members of NCGC.

6.34.2 Non-Primary Affiliate – those who have joined a GCA Club in their new town and still wish to be associated with NCGC. These Affiliates have full voting rights in their new primary club.

6.35     HONORARY MEMBERSHIP may be offered to long-standing members of the New Canaan Garden Club who have shown outstanding achievement in leadership, horticulture, flower arranging, conservation or civic endeavors. Honorary members shall be elected by the membership upon recommendation of the Board. They shall have all the privileges of the NCGC except that of holding office.

6.4       MEMBERSHIP STATUS CHANGE.  Requests shall be directed to the Membership Chair.  Specific procedures and requirements are addressed in Sub-Sections 6.33 and 6.34 of Section VI of this Constitution.  The Membership Chair Shall bring all requests to the Board for a vote at its June meeting.

6.5       LEAVE OF ABSENCE.         An Active Member residing in New Canaan may seek a one year leave of absence by written request to the Membership Chair and upon approval by the Board.  Dues shall remain the same as those for full Active Members.  A member on leave wanting to return to full active status must notify the Membership Chair.  A member on leave wishing to extend the leave must do so by submitting another written request to the Membership Chair.  A leave of absence cannot be extended beyond three years.

6.6       MEMBERSHIP TRANSFERS.         The President manages transfers of membership between GCA Clubs.  A member requesting transfer from NCGC must request a letter of recommendation from the President, which is sent to the President of the new club.  A transferee from another GCA club seeking admission to NCGC must have a written recommendation from the President or Board of her former club.  When accepted into NCGC by the Board, a transferee shall become an Active Member with all related responsibilities and privileges.

6.70     MEMBERSHIP RESIGNATION OR REINSTATEMENT.

6.71     RESIGNATION.  A member may resign from the New Canaan Garden Club by submitting a letter of intent to the Membership Chair. The resignation shall become effective upon acceptance by the Board.

6.72     REINSTATEMENT.  A former member in good standing wishing to rejoin the Club shall have proposing and seconding letters forwarded on her behalf to the Membership Chair, who shall submit them to the Board for approval.  A majority vote of the Board will constitute reinstatement.

 

VII.  MEMBERSHIP COMMITTEE

 

7.1       MEMBERSHIP CHAIR.  The First Vice President shall also serve as Chair of the Membership Committee.

7.2       COMMITTEE MEMBERS.  The Membership Committee shall consist of the Chair and not less than four, nor more than six, Active members appointed by the Chair, with prior approval of the Board. The Committee members shall serve for two years and must have been members of NCGC for at least three years.

7.3       CONFIDENTIAL PROCEEDINGS.  All discussions of the Membership Committee shall be confidential.

7.4       SIZE OF PROVISIONAL CLASSES.  The Board and the Membership Chair shall determine the number of candidates to be invited into each Provisional Class.

7.5       CANDIDATE RECOMMENDATIONS and APPROVAL.  The Membership Committee shall recommend qualified candidates to the Board for election as Provisional members. The Board shall vote on each name separately by ballot. A quorum must be present. A positive vote of two thirds of the members present shall qualify the candidate for Provisional membership.  An invitation for Provisional Membership shall be extended by the President.  Membership shall be ratified upon payment of dues.

7.6       MEMBERSHIP APPLICATION PROCEDURES.  The Membership Committee shall follow the written rules of procedure set forth in the Standing Rules.

 

VIII.  PROPOSAL AND ELECTION OF MEMBERS

8.1       MEMBER PARTICIPATION.  All Active, Sustaining and Affiliate members who have been members of the NCGC for at least three years shall be eligible to propose, second or write supporting letters.

8.2       MEMBER EXCLUSIONS.  The President, First Vice President, Second Vice President and Membership Committee members shall not be eligible to propose, second or write supporting letters.  Other Officers may write one supporting letter.

8.3       MEMBER LIMITATIONS.  A member may propose or second only one candidate during the year.  In addition one supporting letter may also be written each year. A member who has not proposed or seconded a candidate during a given year may write two supporting letters.

8.4       PROPOSER LIMITATION.  A proposer may not be related to a candidate.  Members may not propose a candidate when they are involved in a direct business relationship with the candidate.  The nature of any indirect business relationship shall be disclosed and discussed between the proposer and the Membership Committee prior to submission of an application.

8.5       REJECTED CANDIDATES.  A candidate for membership not approved by the Membership Committee or the Board shall not be considered for membership again for at least three years.  At the time of re-submission, the membership process must begin anew. If membership is denied a second time the candidate shall not be considered again.

 

IX.  MEMBER MEETINGS

9.1       REGULAR MEETINGS.  There shall be at least six regular meetings of the Club during the year.  The dates of the member meetings shall be fixed by the Program Committee and presented to the Board.

9.2       SPECIAL MEETINGS.  A special meeting may be called by the President, and must be called at the request of at least fifteen members.

9.3       ANNUAL MEETING.  The Annual meeting of the Club shall be held in June on a date fixed by the Board.

9.4       QUORUM.  One-third of the total members of the club must be present to constitute a quorum.  Total membership includes all categories of membership except Provisional, and Non-primary Affiliate.

9.5      VOTING.  Each member with voting rights shall be entitled to a single vote. A majority vote rules. 

 

 

X.  DUES

10.10   ANNUAL DUES.  Annual membership dues for the five (5) classes of members shall be determined by the membership upon the recommendation of the Board.  The relative levels of the annual dues for the various membership categories may be changed from time to time, but must reflect the following:

10.11   PROVISIONAL MEMBERS.  Dues shall be the same as for Active members.

10.12   ACTIVE MEMBERS.  Dues shall include membership dues for the Garden Club of America and the Federated Garden Clubs of Connecticut.

10.13   SUSTAINING MEMBERS.  Dues shall exceed those for Active members by an amount recommended by the Board and approved by the membership and shall include membership dues for the Garden Club of America and the Federated Garden Clubs of Connecticut, Inc.

10.14.0   AFFILIATE MEMBERS.

10.14.1   Primary Affiliate- Dues shall include membership dues for the      Garden Club of America, but not for Federated Garden Clubs of     Connecticut, Inc.

10.14.2   Non-primary Affiliate – Dues shall not include membership dues for the Garden Club of America or the Federated Garden Clubs of Connecticut, Inc.

10.15   HONORARY MEMBERS.  Shall be exempt from paying dues; their Garden Club of America dues shall be paid by the New Canaan Garden Club.

 

XI.  RULES OF PROCEDURE

11.0     PARLIAMENTARY PROCEDURE.  The procedure for all committee and member meetings shall be governed by the most current edition of Robert’s Rules of Order, unless otherwise provided by this Constitution.

 

 

XII.  AMENDMENTS

12.0     AMENDMENTS.  This Constitution may be amended at an Annual Meeting, upon recommendation of the Board, by a vote of two-thirds of the members present provided there is a quorum present and a notice of the recommended  amendment(s) is given to members no less than two weeks prior to the meeting.  Such notice may be given by mail or electronically, and the written material may be mailed or made available to members on the Club website.

 

XIII.  DISSOLUTION

13.1     DISSOLUTION.  The Club may be terminated and dissolved by the written consent of eighty percent (80%) of the total members.

13.2     DISTRIBUTION OF ASSETS.  In the event of, and upon the termination and dissolution of the Club, the net assets of the Club, after payment or provision of payment of its liabilities, shall be transferred and delivered to either another Connecticut garden club, to the GCA, the Federated Garden Clubs of Connecticut, Inc., or one or more religious, charitable, scientific, literary or educational organizations, then qualified as exempt from taxation under Section 501(c)(3) of the Internal Revenue Code as at present or as hereafter amended or replaced, specifically designed in said consent, or failing such designation to the Garden Club of America.

 

 

Adopted June 9, 2010