BYLAWS
THE AUGUSTA COUNCIL OF GARDEN CLUBS, INC.
Incorporated 1954
Revised May 25, 2016
Revised January 20, 2022
ARTICLE I
Title
The name of this organization shall be The Augusta Council of Garden Clubs, Inc.
ARTICLE II
Objectives
The Augusta Council of Garden Clubs is organized exclusively for charitable and educational purposes under section 501 (c)3 of the Internal Revenue Code, or corresponding section of any future federal tax code.
The objectives and activities of this organization shall be
(a) to take care of the business of the Council,
(b) to coordinate the interests of the garden clubs in the CSRA,
(c) to assist in the organization of new garden clubs, and
(d) to further the education of members and the public by promoting the
projects and programs of National Garden Clubs, Inc., the Deep South
Garden Clubs, Inc, The Garden Club of Georgia, Inc., and Azalea District.
The mission of The Garden Club of Georgia, Inc. is promotion of beautification,
conservation, and education, in our communities.
ARTICLE III
Membership and Dues
Section 1. The membership shall consist of garden clubs in the Augusta area.
Section 2. Dues for member garden clubs shall be stated in the Policies & Procedures. Notification of dues shall be given by the Council Treasurer by February 1 and received by the Council Treasurer before April 1. Clubs not having paid their dues by June 1 will be declared in arrears.
Section 3. The fiscal year shall run from April 1 through the last day of March.
Section 4. A written request to join Council shall be submitted by a garden club to Council's First Vice-President (Membership and New Clubs Chairman). The First Vice-President shall:
(a) submit request to the Executive Board for vote by a majority of those
present,
(b) if approved, submit request to the Governing Board for vote by a majority of
those present, and
(c) notify requesting garden club of acceptance.
Section 5. To be and remain eligible for membership, a garden club must meet the requirements as set forth in The Garden Club of Georgia, Inc., Bylaws, Article Ill, Section 2.
ARTICLE IV
Officers and Their Elections
Section 1. The officers of this organization shall be the President, First Vice-President, Second Vice President, Recording Secretary, Corresponding Secretary, Treasurer and Assistant Treasurer. All officers shall serve on a voluntary basis.
Section 2. All officers shall be elected in each odd-numbered year for a term of two
years and shall serve until their successors are elected and qualified. Term of office is
limited to two (2) consecutive two-year terms. It is recommended that the Assistant Treasurer advance to the Treasurer position.
Section 3. All officers shall be elected by a majority vote of those present at the
Governing Board meeting from the slate of officers presented by the Nominating
Committee, with such additional nominations as shall be made from the floor
Section 4. If a vacancy occurs in the office of the President, the first Vice President automatically moves to the position of President. If a vacancy occurs in any other office, then the President will recommend an appointee to the Executive Board. If confirmed by the Executive Board, the appointee will then assume the responsibilities of that office.
Section 5. Eligible to vote on all issues are members of the Governing Board, which consists of Officers, Parliamentarian, Committee Chairmen, Former Presidents and one representative from each member garden club.
ARTICLE V
Duties of Officers
Section 1. The President shall
(a) preside at all meetings,
(b) appoint a Parliamentarian and all Committee Chairmen necessary for the
execution of the programs of Council,
(c) be an ex-officio member of all committees except the Nominating
Committee,
(d) not authorize the expenditure of funds not specified in the budget without approval of the Executive Board and Governing Board,
(e) appoint three (3) qualified Council members to conduct the financial review
and issue a written report by the following August Board Meeting, and
(f) perform all other duties pertaining to the office.
Section 2. The First Vice-President shall
(a) assist the President in appointing the Chairman of the Flower Show,
(b) serve as Membership and New Clubs Chairman,
(c) be responsible for securing a gift for the outgoing President,
(d) in the absence of the President, perform all duties of that office, and
(e) perform other duties as requested by the President.
Section 3. The Second Vice-President shall
(a) serve as the primary resource for garden club programs, including local
programs of interest,
(b) procure the program for the March Annual Spring Luncheon and for any
other Governing Board meeting that may specifically require it,
(c) serve as liaison with the District Director each year Council is scheduled to host the Azalea District Annual Meeting or an Azalea District Board meeting, and
(d) in the absence of the President and the First Vice-President, perform all
duties of that office, and
(e) perform other duties as requested by the President.
Section 4. The Recording Secretary shall
Section 5. The Corresponding Secretary shall
Section 6. The Treasurer shall
Section 7. The Assistant Treasurer shall
(a) perform the duties of the Treasurer in the event of the absence or disability of the Treasurer,
(b) cross-train with the Treasurer in performing all bookkeeping related
procedures of the Council,
(c) advance to the office of Treasurer, and
(d) perform other duties as assigned.
ARTICLE VI
Meetings and Quorums
Section1. The regular meeting of the Governing Board of Council shall be on the fourth Thursday immediately following the Executive Board meeting in May, August, September, and January. A quorum shall be a majority of those present who are eligible voting members. The March meeting is scheduled according to facility availability for the Annual meeting.
· -
Section 2. The regular meeting of the Executive Board of Council shall be set by the Executive Board to be held before the scheduled Governing Board meeting. A quorum shall be a majority of those present who are eligible voting members.
_
Section 3. The Executive Committee (elected officers) shall meet the fourth Thursday in April or when called by the President or five members of the Executive Committee.
ARTICLE VII
Committees and Boards
Section 1. The Executive Committee shall be composed of the elected Officers and Parliamentarian. The Executive Committee may be called by the President or by a majority of the Executive Committee, when needed, to plan and/or make recommendations to the Executive Board.
Section 2. The Executive Board shall be composed of the elected Officers, Parliamentarian, Committee Chairmen, and Former Presidents. The Executive Board may be called by the President, or a majority of the Executive Board, when needed. All matters of importance affecting the general policy of the Council shall be submitted to the Executive Board for consideration. On approval by the Executive Board, recommendations shall be presented at the next regular meeting of the Governing Board.
Section 3. The Governing Board shall be composed of the elected Officers, Parliamentarian, Committee Chairmen, Former Presidents, and one representative from each member garden club.
Section 4. The Finance Committee shall be composed of the Treasurer, Assistant Treasurer, President, and First Vice-President. The President shall appoint the Chairman of this Committee. The Finance Committee shall prepare a proposed annual budget to be submitted for approval at the regular March meetings of the Executive Board and the Governing Board. During the odd-numbered year, the above-named incoming Officers are invited to attend the proposed annual budget meeting.
Section 5. The Nominating Committee shall consist of five (5) members. At the May meeting of the even-numbered year
(a) two (2) members shall be appointed by the President,
(b) one (1) member shall be elected from the Executive Board, and
(c) two (2) members elected from the floor by the Governing Board.
The Nominating Committee shall submit a slate of officers to be voted on at the January meeting of the next odd-numbered year to the Executive Board and the Governing Board. The new slate of officers will be installed and assume office at the March meeting.
Section 6. The Advisory Board shall be composed of all Former Presidents and the Parliamentarian. The Advisory Board shall serve at the call of the President.
ARTICLE VIII
Parliamentary Authority
Roberts Rules of Order, 11th Edition, shall be the Parliamentary authority for the conduct of business.
ARTICLE IX
Amendments
The Bylaws may be amended at any regular meeting of the Governing Board by a majority vote of those members present, providing the amendment has been presented to the members for review at least fifteen (15) days prior to a regular meeting date.
ARTICLE X
Insurance
Each Director or Officer of the Augusta Council of Garden Clubs, Inc. (hereafter ACGC) shall be indemnified by ACGC against those expenses which are allowed by the laws of the State of Georgia and which are reasonably incurred in connection with any action, suit, or proceeding, contemplated, pending, or threatened, in which such person may be involved by reason of his or her being or having been a Director or Officer of ACGC. Such indemnification shall be made only in accordance with the laws of the State of Georgia and subject to the conditions prescribed therein. ACGC may purchase and maintain insurance on behalf of any such Officers and Directors against any liabilities asserted against such persons whether or not the ACGC would have the power to indemnify such Officers and Directors against such liability under the laws of the State of Georgia. If any expense or other amounts are paid by way of indemnification, other than by court order, action by Members or by any insurance carrier, the ACGC shall provide notice of such payment to the Members in accordance with the provisions of the laws of the State of Georgia.
ARTICLE XI
Dissolution
Upon dissolution of the Augusta Council of Garden Clubs, Inc., the Executive Committee shall, after paying or making provision for the payment of all the liabilities of the Council, dispose of all the assets of the Council in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at that time qualify as an exempt organization or organizations 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 Executive and Governing Boards shall determine. Any such assets not so disposed of shall be disposed of by the Court of General Jurisdiction of the county in which the principal office of the Council is then located, exclusively for such purposes or to such organization or organizations, as Court shall determine, which are organized and operated exclusively for such purposes.
THE AUGUSTA COUNCIL OF GARDEN CLUBS, INC.
Incorporated 1954
Revised May 25, 2016
Revised January 20, 2022
ARTICLE I
Title
The name of this organization shall be The Augusta Council of Garden Clubs, Inc.
ARTICLE II
Objectives
The Augusta Council of Garden Clubs is organized exclusively for charitable and educational purposes under section 501 (c)3 of the Internal Revenue Code, or corresponding section of any future federal tax code.
The objectives and activities of this organization shall be
(a) to take care of the business of the Council,
(b) to coordinate the interests of the garden clubs in the CSRA,
(c) to assist in the organization of new garden clubs, and
(d) to further the education of members and the public by promoting the
projects and programs of National Garden Clubs, Inc., the Deep South
Garden Clubs, Inc, The Garden Club of Georgia, Inc., and Azalea District.
The mission of The Garden Club of Georgia, Inc. is promotion of beautification,
conservation, and education, in our communities.
ARTICLE III
Membership and Dues
Section 1. The membership shall consist of garden clubs in the Augusta area.
Section 2. Dues for member garden clubs shall be stated in the Policies & Procedures. Notification of dues shall be given by the Council Treasurer by February 1 and received by the Council Treasurer before April 1. Clubs not having paid their dues by June 1 will be declared in arrears.
Section 3. The fiscal year shall run from April 1 through the last day of March.
Section 4. A written request to join Council shall be submitted by a garden club to Council's First Vice-President (Membership and New Clubs Chairman). The First Vice-President shall:
(a) submit request to the Executive Board for vote by a majority of those
present,
(b) if approved, submit request to the Governing Board for vote by a majority of
those present, and
(c) notify requesting garden club of acceptance.
Section 5. To be and remain eligible for membership, a garden club must meet the requirements as set forth in The Garden Club of Georgia, Inc., Bylaws, Article Ill, Section 2.
ARTICLE IV
Officers and Their Elections
Section 1. The officers of this organization shall be the President, First Vice-President, Second Vice President, Recording Secretary, Corresponding Secretary, Treasurer and Assistant Treasurer. All officers shall serve on a voluntary basis.
Section 2. All officers shall be elected in each odd-numbered year for a term of two
years and shall serve until their successors are elected and qualified. Term of office is
limited to two (2) consecutive two-year terms. It is recommended that the Assistant Treasurer advance to the Treasurer position.
Section 3. All officers shall be elected by a majority vote of those present at the
Governing Board meeting from the slate of officers presented by the Nominating
Committee, with such additional nominations as shall be made from the floor
Section 4. If a vacancy occurs in the office of the President, the first Vice President automatically moves to the position of President. If a vacancy occurs in any other office, then the President will recommend an appointee to the Executive Board. If confirmed by the Executive Board, the appointee will then assume the responsibilities of that office.
Section 5. Eligible to vote on all issues are members of the Governing Board, which consists of Officers, Parliamentarian, Committee Chairmen, Former Presidents and one representative from each member garden club.
ARTICLE V
Duties of Officers
Section 1. The President shall
(a) preside at all meetings,
(b) appoint a Parliamentarian and all Committee Chairmen necessary for the
execution of the programs of Council,
(c) be an ex-officio member of all committees except the Nominating
Committee,
(d) not authorize the expenditure of funds not specified in the budget without approval of the Executive Board and Governing Board,
(e) appoint three (3) qualified Council members to conduct the financial review
and issue a written report by the following August Board Meeting, and
(f) perform all other duties pertaining to the office.
Section 2. The First Vice-President shall
(a) assist the President in appointing the Chairman of the Flower Show,
(b) serve as Membership and New Clubs Chairman,
(c) be responsible for securing a gift for the outgoing President,
(d) in the absence of the President, perform all duties of that office, and
(e) perform other duties as requested by the President.
Section 3. The Second Vice-President shall
(a) serve as the primary resource for garden club programs, including local
programs of interest,
(b) procure the program for the March Annual Spring Luncheon and for any
other Governing Board meeting that may specifically require it,
(c) serve as liaison with the District Director each year Council is scheduled to host the Azalea District Annual Meeting or an Azalea District Board meeting, and
(d) in the absence of the President and the First Vice-President, perform all
duties of that office, and
(e) perform other duties as requested by the President.
Section 4. The Recording Secretary shall
- keep an accurate record of the proceedings of all meetings of the Governing Board, the Executive Committee, and the Executive Board,
- maintain the official documents of the Council, including the bylaws, Policies and Procedures, correspondence, and minutes,
- keep the bylaws and other governing documents up-todate with any changes made through the amendment process,
- bring to each meeting the minutes book and the current Council handbook which contains the bylaws, rules, membership list, committees, and all necessary supplies,
- call the roll at the Governing Board Meetings,
- be proficient in computer skills necessary for performance of this job, and
- in the absence of the Corresponding Secretary, perform the duties of that office.
Section 5. The Corresponding Secretary shall
- conduct correspondence,
- send notices of meetings,
- be responsible for compiling and sending the Council minutes and other documentation distributed at the meeting to Governing Board members,
- compile the Yearbook, and
- in the absence of the Recording Secretary, perform all duties of that office.
Section 6. The Treasurer shall
- receive and deposit all funds in the appropriate Council account,
- pay all expenses that are listed in the budget,
- request approval by the Finance Committee for other financial needs to then be referred to the Executive Board and Governing Board for approval,
- pay the non-budgeted expenditure requests that have been properly submitted according to 'Accounting Procedure' (see Policies and Procedures, Accounting Procedure),
- ensure that all reimbursement requests include receipts and are accompanied by the Council reimbursement check request form,
- report a financial statement at each meeting,
- provide all financial documents for review every odd numbered year, covering the two year period from April 1 through the last day of March,
- assure compliance with all local, state, and federal tax regulations for non-profit organizations,
- file and pay State of Georgia corporate registration with the Georgia Secretary of State by April 1,
- collect all mail from the Council official mailboxes in a timely fashion and respond/distribute promptly, and
- utilize the Council designated computer and accounting software for all accounting/bookkeeping activities, learning the program and cross-training the Assistant Treasurer in its use.
Section 7. The Assistant Treasurer shall
(a) perform the duties of the Treasurer in the event of the absence or disability of the Treasurer,
(b) cross-train with the Treasurer in performing all bookkeeping related
procedures of the Council,
(c) advance to the office of Treasurer, and
(d) perform other duties as assigned.
ARTICLE VI
Meetings and Quorums
Section1. The regular meeting of the Governing Board of Council shall be on the fourth Thursday immediately following the Executive Board meeting in May, August, September, and January. A quorum shall be a majority of those present who are eligible voting members. The March meeting is scheduled according to facility availability for the Annual meeting.
· -
Section 2. The regular meeting of the Executive Board of Council shall be set by the Executive Board to be held before the scheduled Governing Board meeting. A quorum shall be a majority of those present who are eligible voting members.
_
Section 3. The Executive Committee (elected officers) shall meet the fourth Thursday in April or when called by the President or five members of the Executive Committee.
ARTICLE VII
Committees and Boards
Section 1. The Executive Committee shall be composed of the elected Officers and Parliamentarian. The Executive Committee may be called by the President or by a majority of the Executive Committee, when needed, to plan and/or make recommendations to the Executive Board.
Section 2. The Executive Board shall be composed of the elected Officers, Parliamentarian, Committee Chairmen, and Former Presidents. The Executive Board may be called by the President, or a majority of the Executive Board, when needed. All matters of importance affecting the general policy of the Council shall be submitted to the Executive Board for consideration. On approval by the Executive Board, recommendations shall be presented at the next regular meeting of the Governing Board.
Section 3. The Governing Board shall be composed of the elected Officers, Parliamentarian, Committee Chairmen, Former Presidents, and one representative from each member garden club.
Section 4. The Finance Committee shall be composed of the Treasurer, Assistant Treasurer, President, and First Vice-President. The President shall appoint the Chairman of this Committee. The Finance Committee shall prepare a proposed annual budget to be submitted for approval at the regular March meetings of the Executive Board and the Governing Board. During the odd-numbered year, the above-named incoming Officers are invited to attend the proposed annual budget meeting.
Section 5. The Nominating Committee shall consist of five (5) members. At the May meeting of the even-numbered year
(a) two (2) members shall be appointed by the President,
(b) one (1) member shall be elected from the Executive Board, and
(c) two (2) members elected from the floor by the Governing Board.
The Nominating Committee shall submit a slate of officers to be voted on at the January meeting of the next odd-numbered year to the Executive Board and the Governing Board. The new slate of officers will be installed and assume office at the March meeting.
Section 6. The Advisory Board shall be composed of all Former Presidents and the Parliamentarian. The Advisory Board shall serve at the call of the President.
ARTICLE VIII
Parliamentary Authority
Roberts Rules of Order, 11th Edition, shall be the Parliamentary authority for the conduct of business.
ARTICLE IX
Amendments
The Bylaws may be amended at any regular meeting of the Governing Board by a majority vote of those members present, providing the amendment has been presented to the members for review at least fifteen (15) days prior to a regular meeting date.
ARTICLE X
Insurance
Each Director or Officer of the Augusta Council of Garden Clubs, Inc. (hereafter ACGC) shall be indemnified by ACGC against those expenses which are allowed by the laws of the State of Georgia and which are reasonably incurred in connection with any action, suit, or proceeding, contemplated, pending, or threatened, in which such person may be involved by reason of his or her being or having been a Director or Officer of ACGC. Such indemnification shall be made only in accordance with the laws of the State of Georgia and subject to the conditions prescribed therein. ACGC may purchase and maintain insurance on behalf of any such Officers and Directors against any liabilities asserted against such persons whether or not the ACGC would have the power to indemnify such Officers and Directors against such liability under the laws of the State of Georgia. If any expense or other amounts are paid by way of indemnification, other than by court order, action by Members or by any insurance carrier, the ACGC shall provide notice of such payment to the Members in accordance with the provisions of the laws of the State of Georgia.
ARTICLE XI
Dissolution
Upon dissolution of the Augusta Council of Garden Clubs, Inc., the Executive Committee shall, after paying or making provision for the payment of all the liabilities of the Council, dispose of all the assets of the Council in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at that time qualify as an exempt organization or organizations 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 Executive and Governing Boards shall determine. Any such assets not so disposed of shall be disposed of by the Court of General Jurisdiction of the county in which the principal office of the Council is then located, exclusively for such purposes or to such organization or organizations, as Court shall determine, which are organized and operated exclusively for such purposes.