By-Laws-of-TCGC

By-Laws of Tri-Cities Garden Club, Inc.  (A Michigan Non-Profit Corporation)
ARTICLE ONE – NAME AND OFFICES
Section 1. Name. The name of this corporation is Tri-Cities Garden Club Inc. (hereinafter “TCGC”).
Section 2. Registered Office. The registered office shall be in Ottawa County, Michigan, and the name of the resident agent in charge thereof shall be the
person who shall from time to time be designated by the board of directors.
Section 3. Principal Office. TCGC shall have its principal office in Ottawa County, Michigan, and it may also have offices at such other place or places as the
board of directors may from time to time determine.
ARTICLE TWO – PURPOSE
Section 1. Objectives. The corporation is organized exclusively for charitable, religious, educational and scientific purposes, including for such purposes
the making of distributions to organizations that qualify as exempt organizations under section 501©3 of the Internal Revenue Code, or corresponding section of any
future federal tax code.
Section 2. Revenue. No part of the revenue of TCGC shall inure to the benefit of any director or officer of TCGC, or any other private person, but TCGC is
authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions of its purposes.
Section 3. No Discrimination. The objectives of TCGC shall be pursued without discrimination based upon gender, sex, marital status, age, physical
disability, race, color, national origin, ancestry, creed, religion, political affiliation or any protected status under law.
ARTICLE THREE – MEETINGS
Section 1. Annual Meeting. The annual meeting of members of TCGC shall be held in May of each year at such time and place as shall be determined by
the board of directors. At such meeting officers shall be elected by vote of the members. The members may also transact at annual meetings such other business of
TCGC as may properly come before them. Notice of the annual meeting shall comply with Section 5.
Section 2. Regular Meetings. Regular meetings of the members may be held at such times and places as shall be determined from time to time by a
majority of the directors, but at least eight (8) meetings shall be held during each fiscal year. Notice of regular meetings of members shall comply with Section 5.
Section 3. Special Meetings. Special meetings of the members of TCGC shall be held whenever the board of directors deems such a meeting necessary, or
upon a written request for such a meeting signed by at least 25% of the members entitled to vote at a meeting. Such special meeting must be preceded by notice of
the meeting that complies with Section 5.
Section 4. Place of Meeting. The board of directors may designate any place, either within or without Michigan, as the place of meeting for any annual or
special meeting of the members. If no designation is made, the place of meeting shall be the principal office of TCGC.
Section 5. Notice of Meetings. Notice stating the place, day and hour of the annual, regular, and any special meetings, and the purpose or purposes for
which any meeting is called, shall be delivered not less than three (3) days before the date of the meeting, either personally or by telephone or by email, by or at the
direction of the chairman of the board, to each members of record. Any member may waive notice and consent to the holding of any meeting. The attendance of a
member at any meeting constitutes a waiver of notice of the meeting, except by objecting at the beginning of the meeting to the transaction of any business because
the meeting is not lawfully called or convened, or thereafter because an item had not been included in the notice of meeting.
Section 6. Record Date. For the purpose of determining (a) members entitled to notice of and to vote at any meeting of members or an adjournment
thereof: (b) to express consent or to dissent from a proposal without a meeting; (c) members for any other purpose; the board of directors may fix in advance a date
as the record date for any such determination of members, such date in any case to be not more than sixty (60) days and not less than ten (10) days prior to the date
on which the particular action, requiring such determination of members, is to be taken.
Section 7. Quorum. A quorum of members must be present at any meeting of members for business to be transacted. A quorum shall be not less than 15
members, at least one of whom must be an officer. The members who are present at a meeting at which there was originally a quorum may continue to do business
until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. Whether or not a quorum is present, the meeting may be
adjourned by a majority vote of the members present. At such adjourned meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally notified.
Section 8. Voting List. The recording secretary or other officer or agent having charge of the membership rolls of TCGC shall make and certify a complete
list of the members entitled to vote at a members’ meeting or any adjournment thereof. The list shall: (a) be arranged alphabetically, with the address of each
member; (b) be produced at the time and place of the meeting; (c) be subject to inspection by any member during the whole time of the meeting; and (d) be prima
facie evidence as to who are the members entitled to examine the list or to vote at the meeting. If the requirements of this subsection have not been complied with,
on demand of a member, who in good faith challenges the existence of sufficient votes to carry any action at the meeting, the meeting shall be adjourned until the
requirements are complied with. Failure to comply with the requirements of this subsection shall not affect the validity of an action taken at the meeting before the
making of such demand.
Section 9. Proxies. At all meetings of members, a member may vote by proxy executed in writing by the member or by its duly authorized attorney-infact.
Such proxy shall be filed with the recording secretary of TCGC before or at the time of the meeting. No proxy shall be valid after three (3) months from the date
of its execution, unless otherwise provided in the proxy.
Section 10. Voting. Subject to the limitations imposed by the fixing of a record date, each member shall have one (1) vote.
Section 11. Membership and Dues. Any natural person more than 18 years of age may become a member of TCGC upon payment of a standard annual
membership fee recommended by the board of directors and approved by a majority vote of the members present at a meeting. Membership in TCGC shall not be
denied or infringed due to gender, sex, marital status, age, physical disability, race, color, national origin, ancestry, creed, religion, political affiliation or any protected
status under law. Annual dues shall be paid in full by May 30. Failure to pay annual dues on time shall cause a member’s membership to terminate. If a person
should become a member after December 1, that person shall pay 50% of the annual dues approved for that year. Prospective members shall attend no more than
two member meetings as a guest of TCGC.
Section 12. Members Entitled to Vote. All members in good standing are entitled to vote at meetings of the members. To be in good standing a member
must pay dues, assume responsibility in the operations and activities of TCGC, and attend at least two membership meeting per year (April 1 to March 31).
Section 13. Informal Action by Members. Any action required or permitted by the Michigan Nonprofit Corporation Act to be taken at a meeting of
members may be taken without a meeting, without prior notice, and without a vote, if all members entitled to vote thereon consent thereto in writing.
Section 14. Participation by Member. A member may participate in a meeting by means of a conference telephone or similar communications equipment
by means of which all members participating in the meeting can hear each other. Participation in a meeting pursuant to this provision constitutes presence in person
at the meeting.
Section 15. Adjournment. If any meeting of members cannot be held because a quorum is not in attendance, the members who are present may adjourn
the meeting for not more than thirty (30) days.
Section 16. Associate and Honorary Members. Associate Members may be admitted upon terms and conditions established by the board of directors.
Associate membership is intended for persons who want to support the objectives of TCGC, but who are unable to take an active part in TCGC operations and
activities. Associate Members may attend membership meeting of TCGC and are entitled to vote. Associate Members may not serve as a director or officer of TCGC,
although they may serve on committees. An Associate Member shall pay the dues of a regular member; plus $5.00.
Honorary Members may be recommended by the Board of Directors and admitted by affirmative vote of the regular members. Honorary Members may
attend membership meetings of TCGC but may not vote and shall not be counted for quorum purposes. An Honorary Member may not serve as a director, officer, or
on a committee.
Section 17. Removal. At any special meeting of the board of directors called in whole or in part for such purpose, a member may be removed for cause by
a majority of the directors present. Any member so removed shall receive a refund of the current year’s membership fee.
ARTICLE FOUR – B0ARD OF DIRECTORS
Section 1. General Powers. The business and affairs of TCGC shall be managed by its board of directors, except as otherwise provided in the Michigan
Nonprofit Corporation Act, the articles of incorporation of TCGC, or these bylaws. The board of directors shall have the powers and duties set forth in these bylaws.
Every officer of TCGC shall contemporaneously serve as a director of TCGC. The remaining directors shall be the chairpersons of the standing committees of the
board.
Section 2. Number, Tenure and Qualifications. The corporation shall have no less than six (6) and no more than nineteen (19) directors. Each director
who is also an officer shall be elected for a term of two (2) years. All other directors shall be elected to serve a one (1) year term or until its successor shall have been
elected and qualified, or until its withdrawal, resignation, disqualification or removal from office, whichever sooner occurs. The resignation of a director shall be
effected by written notice thereof given to either the president or recording secretary of TCGC.
Section 3. Annual Meeting. An annual meeting of the directors of TCGC shall be held April of each year, beginning in 2010, at such time and place as shall
be determined by the board of directors. The board of directors may transact at annual meetings such business of TCGC as may properly come before it. Notice of
the annual meeting shall comply with Section 6.
(Explanation: Any business that needs to come before the membership at the annual meeting in May should be discussed in April and notice given if
needed to be considered and voted on in May.)
Section 4. Regular Meetings. Regular meetings of the board of directors may be held at such times and places as shall be determined from time to time by
a majority of the directors, but at least six (6) such meetings shall be held during each fiscal year. Notice of regular meetings of the board shall comply with Section 6.
Section 5. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any two (2) directors. The
person or persons authorized to call special meetings of the board of directors may fix any place, either within or without Michigan, as the place for holding any
special meeting of the board of directors. Notice of any special meeting shall comply with Section 6. Any director may, in writing, waive notice of any meeting. The
attendance of a director at any meeting shall constitute waiver of notice of such meeting, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully called or convened, and except as provided herein.
Section 6. Notice of Meetings. Notice stating the place, day and hour of the annual, regular, and any special meeting, and the purpose or purposes for
which any meeting is called, shall be delivered not less than three (3) days before the date of the meeting, either personally or by telephone or by email, by or at the
direction of the chairman of the board, to each director. Any director may waive notice and consent to the holding of any meeting. The attendance of a director at
any meeting constitutes a waiver of notice of the meeting, except by objecting at the beginning of a meeting to the transaction of any business because the meeting
is not lawfully called or convened, or thereafter because an item had not been included in the notice of meeting.
Section 7. Quorum. A majority of the members of the board of directors then in office constitutes a quorum for the transaction of business at any
meeting of the board of directors, provided, that if less than a majority of the directors are present at a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice. The vote of the majority of members present at a meeting at which a quorum is present constitutes the action of
the board of directors, unless the vote of a larger number is required by the Michigan Nonprofit Corporation Act, the articles of incorporation of TCGC, or these
bylaws.
Section 8. Participation by Communication Equipment. A member of the board of directors or of a committee designated by the board may participate in
a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this provision constitutes presence in person at the meeting.
Section 9. Informal Action by Directors. Action required or permitted to be taken pursuant to authorization voted at a meeting of the board of directors
or a committee thereof, may be taken without a meeting if, before or after the action, all members of the board or of the committee consent thereto in writing. The
written consent shall be filed with the minutes of the proceedings of the board or committee. The consent has the same effect as a vote of the board of directors or
committee of the board for all purposes.
Section 10. Vacancies. Vacancies in the board of directors shall be filled by majority vote of the remaining directors. Each person so appointed shall fill
the remainder of the term.
Section 11. Removal. At any special meeting of the board of directors called in whole or in part for such purpose, any one or more of the directors may be
removed with or without cause by a majority of the directors present, and a successor shall then and there be appointed to fill the vacancy thus created. A successor
director so appointed shall serve until the end of the term of the person he was appointed to replace. Any director whose removal has been proposed shall be given
an opportunity to be heard at the meeting.
Section 12. Compensation. Directors of TCGC shall not receive any compensation for their services as directors but they may be reimbursed for
reasonable expenses of attendance.
Section 13. Committees. TCGC shall have standing committees as set forth in Article Six, Section 2 of these bylaws. In addition, the board of directors
may, by resolution passed by the majority of the whole board, designate one (1) or more special committees, each committee to consist of one (1) or more of the
directors of TCGC. The board may designate (1) or more directors as alternate members of the committee, who may replace an absent or disqualified member at a
meeting of the committee. In the absence or disqualification of a member of a committee, the members thereof present at a meeting and not disqualified from
voting, whether or not they constitute a quorum, may unanimously appoint another member of the board to act at the meeting in place of such an absent or
disqualified member. A committee, and each member thereof, shall serve at the pleasure of the board. A committee so designated by the board, may exercise all
powers and authority of the board in the management of the business and affairs of TCGC, except that a committee shall not have the power or authority to: (a)
authorize an expenditure by TCGC greater than $100.00, (b) amend the articles of incorporation, (c) amend these bylaws, (d) fill vacancies in the board, or (e) remove
a member.
Section 14. Manifestation of Dissent. A director or TCGC, who is present at a meeting of the board of directors at which action on any corporate matter is
taken shall be assumed to have assented to the action taken unless said director’s dissent shall be entered in the minutes of the meeting or unless said director shall
file a written dissent, to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered
mail to the secretary of TCGC immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 15. Limitation of Liability. Neither the board of directors, nor any of its members individually, shall be liable for acts, neglects, or defaults of any
employee, agent, or representative selected with reasonable care, nor for anything it may do or refrain from doing in good faith, including the following: errors in
judgment, acts done or committed on advice of counsel, or mistakes in fact or law.
ARTICLE FIVE – OFFICERS
Section 1. Officers. The officers of TCGC shall be elected by the members and shall consist of a president, first vice-president, second vice-president,
recording secretary, corresponding secretary and treasurer. An officer shall not execute, acknowledge, or verify an instrument in more than one (1) capacity if the
instrument is required by law or the TCGC articles of incorporation or bylaws to be executed, acknowledged or verified by two (2) or more officers. All officers shall
automatically be directors.
Section 2. Election and Term of Office. The officers of TCGC shall be elected at the annual meeting of members held in May. The initial term of office of
the president, first vice-president, and second vice-president shall be for one (1) year, and thereafter for two (2) years. All terms of office for the recording secretary,
corresponding secretary, and treasurer shall be for two (2) years. In this fashion, except for the initial election of officers, 50% of the officers will be elected at every
annual meeting of the members. Each officer so elected shall hold office for the term of which he or she is elected or appointed and until his or her successor is
elected or appointed and qualified, or until his or her resignation or removal.
A nominating committee of three (3) members shall be appointed annually in March. A chairperson of the committee shall be appointed by the president,
and the other two committee members shall be appointed by majority vote of the board of directors. The nominating committee shall present its slate of candidates
at the April and May meetings of members, with additional nominations being taken from the floor. Election to an office for which there is more than one candidate
shall be by secret ballot. Election to office for which there is a single candidate shall be by voice vote. Officers shall be elected in May, be installed in May, and
assume their duties of office on June 1.
Section 3. Removal. Any officer or agent elected or appointed by the members may be removed by the affirmative vote of two-thirds (2/3) of the
members at any regular or special meeting called for that purpose, with or without cause. Any officer proposed to be removed shall be entitled to at least three (3)
days’ notice of the meeting at which removal is to be voted on and shall be entitled to appear and be heard at such meeting.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled at any meeting of the
board of directors for the unexpired portion of the term of such office by a majority vote of the directors then in office.
Section 5. President. The president shall be the principal executive officer of TCGC. The president shall preside at all meetings of the members and the
board of directors. The president shall be an ex officio member of all committees of the board, except for the nominating committee. The president shall have all of
the general powers and duties which are usually performed by presidents of like corporations.
Section 6. Vice-Presidents. It shall be the duty of the vice-presidents, in their order, to perform the duties of the president in the absence or disability of
that officer. The vice-presidents shall perform such other duties as from time to time may be assigned to the vice-presidents by the president or by the board of
directors. If neither the president nor a vice-president is able to act, the board of directors shall appoint some other member of the board to do so on an interim
basis. The first vice-president shall be the program committee chairperson, and the second vice-president shall be the hostess committee chairperson.
Section 7. Recording Secretary. The recording secretary shall keep the minutes of the meetings of the members and of the board of directors in one or
more books provided for that purpose; be custodian of the corporate records; and in general perform all duties as from time to time may be assigned to the recording
secretary by the president or by the board of directors.
Section 8. Corresponding Secretary. The corresponding secretary shall see that all notices are duly given in accordance with the provisions of these
bylaws or as required by law; shall be in charge of correspondence; and in general perform all duties as from time to time may be assigned to the corresponding
secretary by the president or by the board of directors.
Section 9. Treasurer. The treasurer shall have responsibility for TCGC funds and securities and shall be responsible for keeping full and accurate accounts
of all receipts and disbursements, specifying the operating expenses clearly, in books belonging to TCGC. The treasurer shall be responsible for the deposit of all
monies and other valuable effects in the name and to the credit of TCGC, and in such depositories as may, from time to time, be designated by the board of directors.
The treasurer, with board approval, shall pay the bills due and owing by TCGC. The treasurer shall ensure that any expenditures made and expenses incurred by or on
behalf of TCGC are properly recorded. All TCGC bank statements shall be kept for six (6) years with the treasurer’s books and records. The treasurer shall be the
chairperson of the budget committee. In the treasurers’ absence, the president and first vice-president may sign and endorse checks and drafts on behalf of TCGC.
The treasurer shall prepare and distribute to each director at least once a year, a statement of the financial condition of TCGC.
ARTICLE SIX – COMMITTEES OF THE BOARD
Section 1. Establishment. The committees of the board of directors permitted under Article Four, Section 12, may include standing and special
committees.
Section 2. Standing Committees. The standing committees of TCGC are: program, hostess, budget, horticulture, design, membership, publicity, ways and
means, yearbook, awards, telephone, special events, and conservation. Every standing committee chairperson shall be a member of the board of directors. Even if a
member is both an officer and the chairperson of one or more standing committees, that member shall only have one vote on the board of directors. The
chairpersons of standing committees (other than the program committee, the hostess committee and budget committee) shall be elected by a majority vote of the
directors who are also officers.
Section 3. Budget Committee. The budget committee shall consist of seven (7) members, including the president, first vice-president, second vicepresident,
treasurer (chair), and three members appointed by the board. The budget committee shall prepare an annual budget and present it at the annual
meetings of the members and of the board of directors.
ARTICLE SEVEN – FINANCES
Section 1. Handling. The finances of TCGC shall be handled in accordance with the articles of incorporation, these bylaws, the Michigan Nonprofit
Corporation Act, and section 501© (3) of the Internal Revenue Code of 1954, as amended.
Section 2. Fiscal Year. The fiscal year of TCGC shall be an annual period commencing on such date as may be initially determined by the directors. The
commencement date of the fiscal year shall be subject to change by the directors for accounting reasons or other good cause.
Section 3. Depository. The funds of TCGC shall be deposited in such bank as may be designated by the directors and shall be withdrawn only upon the
check or order of such officers, employees, or agents as are designated by resolution of the board of directors from time to time.
ARTICLE EIGHT – CONTRACTS AND LOANS
Section 1. Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract, or execute and deliver any
instrument in the name of and on behalf of TCGC, and such authority may be general or confined to specific instances.
Section 2. Loans. No loan shall be contracted on behalf of TCGC and no evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the board of directors. Such authority may be general or confined to specific instances.
ARTICLE NINE – INDEMNIFICATION’
Section 1. Liability and Indemnification.
(a) Liability to TCGC. A director who is a volunteer director (as defined in the Michigan Nonprofit Corporation Act) is not personally liable to
TCGC for monetary damages for breach of the director’s fiduciary duties; provided, however, this does not pertain to and the director
remains liable for:
(1) Breach of the director’s duty of loyalty to TCGC;
(2) Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
(3) A violation of Section 551(1) of the Michigan Nonprofit Corporation Act;
(4) A transaction from which the director derived an improper personal benefit;
(5) An act or omission that is grossly negligent;
(6) An act or omission occurring before this Article is effective.
(b) Claims by Third Parties. TCGC assumes liability to any person other than TCGC for acts or omissions of a director who is a volunteer
director (as defined in the Michigan Nonprofit Corporation Act) incurred in the good-faith performance of the directors duties.
(c) Indemnification. Every director and every officer of TCGC shall be indemnified by TCGC as provided in Article VII of the articles of
incorporation.
ARTICLE TEN – AMENDMENTS
Section 1. Method. These bylaws may be amended or repealed by the affirmative vote of a 2/3 majority of members entitled to vote at any meeting of
the members. A proposed amendment must be presented at a regular meeting of members, with a vote to accept same taken at the next regular meeting of
members.
Section 2. Distribution. A copy of each amendment to these bylaws shall be furnished to every director of TCGC after adoption, but failure to make such
distribution shall not affect the validity of any duly adopted amendment.
ARTICLE ELEVEN – MISCELLANEOUS
Section 1. Procedure. All annual, regular, and special meetings of the members or of the board of directors, and all meetings of committees of TCGC, shall
follow the rules of procedure set forth in Roberts Rules of Order, except to the extent modified by these bylaws.
Section 2. Controlling Law. These bylaws shall be interpreted and enforced pursuant to the laws of the State of Michigan; and all cases and controversies
arising under or pertaining to these bylaws shall be venued in the general civil trial courts of Ottawa County, Michigan.
I hereby certify that the above bylaws were adopted and amended the 10th day of June 2013.
__________________________________________
Lori Rose
Recording Secretary