1 By-Laws of Equality Garden Club ARTICLE 1. INTRODUCTION Section 1 The name of the organization shall be EQUALITY GARDEN CLUB. The club shall be referred to hereinafter as EGC. Upon approval of the general membership, these By-Laws become effective November 1, 2020. Section 2 The purpose of EGC is to provide gardening information and social programs for the benefit of its members and local communities. To that end, EGC may support environmentally sustainable initiatives, scholarships, and charitable activities. Section 3. EGC may not endorse or seek to support or solicit in any manner a partisan cause or person. During meetings and virtual interactions, the following behavior is required: Be Kind and Courteous Respect Everyone's Privacy No Hate Speech or Bullying/Demeaning No For-profit Promotions or Spam No Political or Religious Endorsements or Solicitations No Posts of a Sexual or Provocative Nature Section 4. EGC shall remain incorporated under the laws of the State of Florida as a not-for-profit corporation. Section 5. Dues are not tax deductible 2 ARTICLE 2. COMPOSITION Section 1. I. Membership shall not be denied on the basis of race, religion, political affiliation, age, gender, gender identification, sexual orientation, or a physical handicap. II. Membership lists and/or rosters shall be kept for exclusive use by EGC and shall remain confidential. A. Violations of this policy shall be punishable, including but not limited to sanctions and/or expulsion from EGC, as determined by a vote of the membership. III. EGC shall be composed of individuals who have met the membership requirements of EGC as defined in the by-laws of the club. A. To be a Member in good standing, requirements include, but are not limited to : i. Completion of membership application ii. Signing of a statement releasing EGC from any liabilities that may arise while transporting to or from an EGC sponsored event or activity and/or during said activity. iii. Payment of annual membership dues. Section 2. I. Annual Membership Dues shall be used to help defray the operational costs of the EGC. A. Annual Memberships are valid from January 1 through December 31 of each year. i. Dues paid during the fourth quarter of a year will entitle the member to be in good standing status for the following year. B. The dues shall be determined by a majority vote at the Annual Meeting. Section 3. I. EGC will have the authority to open and maintain a checking account for the purpose of holding and/or distributing EGC funds. A. Expenses over $100 require authorization by a majority of the Board. B. Expenses over $500 require notification to the membership. C. Expenses over $1,000 require: a. Approval of the Board b. Notification to the membership including: i. The amount proposed ii. 10 days’ notice of the Date of Meeting for the membership vote. c. Approval of 50% of the attendees of the announced meeting of the membership. Section 4. In the event of dissolution of the Equality Garden Club all the net assets shall be distributed to such other non-profit organizations devoted to the furtherance of those purposes most closely related to the objectives of EGC as would qualify it under Section 501 (C) (3) of the Internal Revenue Code. 3 ARTICLE 3. MEETINGS Section 1. EGC MEETINGS I. All Executive Board and General Membership in situ or virtual meetings will follow the most current Robert’s Rules of Order, which are consistent with these by-laws. II. Regular General membership meetings shall be scheduled monthly unless otherwise warranted. III. The number of members in good standing participating in a duly announced in situ or virtual meetings shall constitute a quorum. IV. At a General Membership meeting, if an item has been moved, seconded, and discussed, each attending member in good standing shall be entitled to one vote, which shall be “yea” or “nay.” A majority of the vote shall decide the result. V. There shall be an Annual Meeting of the general membership in November of each year at which: A. There shall be an election of Executive Board Members. VI. For purposes of electing Executive Board Members: A. Only members in good standing may run for office or be nominated to serve on the Executive Board. B. There shall be Nominating Committee consisting of 3 members in good standing; i. The Vice President - Membership shall be the Chairperson ii. The remaining two members shall be selected by the Chairperson from the general membership. C. The nominating committee shall be: i. Announced to the general membership at the September meeting. ii. Report the list of nominees for each office at the October meeting. iii. Publish the nominees’ names in the November EGC Newsletter. iv. Nominations from the floor will be accepted until the start of the election. Section 2. ANNUAL MEMBERSHIP MEETING – I. The Annual Membership Meeting Agenda shall include, but not be limited to: A. Reports i. Secretary Report – Minutes of previous Annual Meeting ii. President Report iii. Treasurer’s Report a) Annual Financial Report iv. Vice President – Membership Report a) Review of Membership Dues v. Vice President – Programming Report B. Old Business: i. Outstanding Proposals before the membership. C. Executive Board Elections i. Final call for nominations from the floor. ii. All members in good standing shall have one vote. iii. Voting shall be by “yea” or “nay.” iv. Board Members shall be elected by a majority vote cast by members in good standing participating at the Annual Meeting. Electronic communications determined as necessary by the Board shall be acceptable for Executive Board and Membership voting. v. The newly elected Executive Board shall begin its term on January 1 st 4 ARTICLE 4. EXECUTIVE BOARD Section 1. I. The Executive Board shall consist of seven (7) individuals who shall remain members in good standing throughout their term. A. Only one (1) family member or partner can serve concurrently as a voting Board member. B. Executive Board members shall receive no salary or compensation for the performance of their duties. However, with approval of the Board, any EGC member shall be reimbursed for authorized expenses incurred on behalf of the club. C. The roll of Executive Board members shall be to establish goals and objectives of the club. i. It is presumed that all members participate in EGC projects to the best of their ability. ii. All Board Members are expected to attend scheduled meetings. 1. If a Board member has more than two (2) consecutive absences, not approved by the Board, the Board may vote to replace the Board member for the remaining term. II. Board Meetings ; A. Executive Board Members shall meet quarterly. i. The Board may decide to meet more often, as it deems appropriate. B. A majority of current board members with voting privileges shall constitute a quorum.Four (4) Board members with voting privileges shall constitute a quorum. III. Term of Office : A. Executive Board Member positions shall have a term of two years. i. If an Executive Board position becomes permanently vacant, the Executive Board shall appoint a replacement to fulfill the remaining term of that position , however upon a majority vote of the remaining Executive Board Members a special election may be held to fill any vacancies. The special election shall be conducted in the same manner as a regular election for the Executive Board.. B. No Executive Board position shall be held by the same person in excess of 2 consecutive terms. i. Any person who has served in a Board position for 2 consecutive terms shall be eligible to serve in that same position following a hiatus from that position of one term. ii. No person shall serve as a member on the Executive Board for more than 6 consecutive terms. Section 2. COMPOSITION OF EXECUTIVE BOARD: I. The EGC Executive Board shall be comprised of: A. President B. Vice President – Membership C. Vice President - Programming D. Secretary E. Treasurer F. 2 Trustees: i. -- 5 ii. -- G. Former President(s) (non-voting) Section 3. RESPONSIBILITES OF EXECUTIVE BOARD MEMBERS: I. President : A. Chief administrative member B. Establish parliamentary procedure at meetings. C. Preside over General Membership and Executive Board meetings D. Call special meetings E. Serve as an ex-officio member of all committees F. Signatory on checks. II. Vice President – Programming : A. Assume duties when the President is: i. Temporarily absent or ii. Unable to fulfill the duties of office. B. Arrange Agenda for Monthly Membership Meetings C. Signatory on checks. III. Vice President – Membership: A. Maintain the Membership list B. Maintain sign-in sheets at regular meetings C. Notify members of need to pay annual dues. D. Organize volunteers for EGC sanctioned projects E. Appoints the Chair of the Nominating Committee IV. Treasurer : A. Receive, expend and record all financial activity on behalf of the club. B. Maintain appropriate and accurate up-to-date records of all financial data. C. Present financial reports to Board Members and/or general membership as requested. D. Signatory on checks. V. Secretary : A. Record Minutes for the Executive Board B. Record ballots of all elections and motions approved by the membership. C. Serve as official correspondent of the club. D. Maintain a record of communications with other organizations. VI. Trustees : A. Each shall actively participate in a minimum of one EGC committee. VII. Former Presidents : 6 A. Because of the benefits of continuity between Boards, former presidents, due to their experience and knowledge, are encouraged to participate without Board voting rights. Section 4. COMMITTEES: All Committee members are expected to attend scheduled meetings unless their absence is communicated in advance and accepted by the Committee Chairperson. I. The Executive Board may establish committees. A. The Board shall specify: i. The nature of and duration of the committees. a) Standing b) Ad Hoc c) Special ii. The composition, duties, powers of the committees B. All Committees shall: i. Select the Chairperson of that Committee ii. Provide periodic Oral or Written Reports to the Board iii. Maintain accurate records of financial activities C. Committees may include but are not limited to: i. Special Events or Festivals ii. EGC Sponsored Projects iii. Trips/ Excursions iv. Membership v. Fund Raising vi. Inquiries ARTICLE 5. AMENDMENTS Section 1. I. Amendments to the EGC By-Laws shall be proposed by any member in good standing. A. To the Executive Board and/or B. To the General Membership at a regularly scheduled monthly meeting. II. Proposed By-Law Amendments shall be given a vote by the general membership if: A. The wording of the proposed change is clear and consistent with the By-Laws. B. Members are given at least 30 days’ notice of the vote. C. The vote will occur at a regularly scheduled monthly meeting. D. The proposed amendment is published in the EGC Newsletter the month of the vote. E. By-Laws may be amended with a majority affirmative vote by the members in good standing in attendance at the meeting. Electronic communications determined as necessary by the Board shall be acceptable.