Constitution and By-Laws of the Millbrook Garden Club, Inc.
Millbrook, New York  12545

Article III – MANAGEMENT

Section I.  The Executive Committee and Officers

1. The management of the Club will be vested in its Executive Committee, which consists of the officers of the Club and the out-going President as Member-at-Large.

2. The officers of the Club will consist of a President, Vice President, Recording Secretary, Corresponding Secretary and a Treasurer or co-Treasurers as so deemed.

3. The members of the Executive Committee will hold office for one term of two years or until the successors of the Executive Committee have been chosen. The Executive Committee, in consultation with the Nominating Committee, will fill any Executive Committee vacancy which may occur prior to the end of the term. The President may not hold office longer than three successive calendar years. 

4. Following the election of officers, the incoming President will appoint the Chair of the Nominating Committee, who will select four or more Active Members to serve as committee members, three who will be past presidents. Executive Committee members may not chair or serve on the Nominating Committee. At least six weeks prior to the Election Meeting, the Nominating Committee will file its recommendation for the Club officers for the following year with the Corresponding Secretary, who will immediately send it to the membership.  

5. Election of officers will take place at each Election Meeting. A plurality vote will elect. Officers will assume their responsibilities at the beginning of the fiscal year on July 1.

 6.  Members of the Executive Committee will be required to attend more than half of the yearly Executive Committee Meetings whether in person or by electronic means.  They will also be required to attend more than half of the General Membership Meetings unless unavoidable circumstances prevent their doing so. 

7.  Club representation at GCA major meetings:

     a. The Club will provide reimbursement of two GCA Annual Meeting registration fees, one for the President and one for a delegate of the President’s choosing. Prior to the meeting, the Executive Committee will review the meeting location, venue, and duration, and recommend to the Board of Directors whether or not to reimburse for shared lodging (or the equivalent cost), and/or travel expenses. A majority vote of the Board of Directors is required for the approval of all reimbursements.

     b. The Club will provide reimbursement of two GCA Zone III Meeting registration fees, one for the President and one for a delegate of the President’s choosing. Prior to the meeting, the Executive Committee will review the meeting location, venue, and duration, and recommend to the Board of Directors whether or not to reimburse for shared lodging (or the equivalent cost), and/or travel expenses. A majority vote of the Board of Directors is required for the approval of all reimbursements.

    c. Annually, the Executive Committee, in consultation with the Finance Committee and relevant Committee Chairs, will review the location, venue, and duration of GCA conferences (such as NAL, Shirley Meneice, Conservation, Photography, or Floral Design), and recommend whether or not to reimburse for the conference fees, shared lodging (or the equivalent cost), and/or travel expenses of the Club delegate(s) attending. A majority vote of the Board of Directors is required for reimbursements.

Section II.  The Board of Directors 

1.  The Board of Directors of the Club will consist of the Executive Committee, Chairs of the Standing Committees, and the Chairs of such special committees as may be advisable; and they will serve for a term of two years.  There will be one Chair for each Standing Committee. The Chair may appoint up to two Vice Chairs. In the event the Chair cannot attend a Board Meeting, a Vice Chair may attend and will be given the right to submit the committee’s one vote.

2.  The Standing Committees of the Millbrook Garden Club are:
*Archives and History
*Awards 
*Civic Improvement and *Scholarship
*Communications
*Conservation
Dig This
Finance
*Floral Design
*Flower Show
*Founders Fund  
*Garden History and Design
Habitat for Pollinators at Sharon Audubon Center
*Horticulture
Hospitality
*Membership
Nominating
*Photography
*Program   
*Visiting Gardens
Ways and Means

*These committees have relevant corresponding GCA
Zone Representatives. 

3.   The President of the Club will appoint all Chairs and Committee Chairs who will appoint their committee members.  The Standing Committee Chairs will submit annual committee budgets for the following fiscal year to the President by November 1.

4.   The President, together with the Treasurer, and in consultation with the Finance Committee, will prepare an Annual Club Budget to be approved by the majority of the Board of Directors.  

5.   The President is ex officio on all Standing Committees and therefore serves without a vote.

6.   The President, with the unanimous vote of the Executive Committee, may appoint an ad hoc committee which serves for a designated period of time.  

Article IV – MEETINGS AND QUORUM

All proceedings of the Club will follow the most current edition of Robert’s Rules of Order.  The use of the word “meeting” as used herein will refer to meetings both in-person and electronic.

Section I.    The Annual Meeting 

The Annual Meeting will be held in May or June or a month so designated by the Executive Committee.

Section II.     Election Meeting

The Election Meeting for the following fiscal year will be held biennially in April or May.  

Section III.    General Membership Meetings 

1. General Membership meetings of the Club may be held regularly between April and December.  

2.  The President may call for a General Membership Meeting to be held electronically in the event of an emergency or crisis, as determined by the President.

3.  For the transaction of business at a General Membership Meeting the Recording Secretary will state aloud if a quorum is present in person and/or electronically.

4.  Email voting by Proxy for the transaction of business at any General Membership Meeting will be permitted, provided the Voting Membership is notified no later than two weeks prior to the meeting.  To be valid, Proxies must be emailed or mailed to the Recording Secretary and received at the address specified on the Proxy no later than twenty-four (24) hours prior to the meeting.

Section IV.    Special Meetings 

Special Membership Meetings, to be held in person or electronically, may be called at any time by the President or at the request of five Active Members.  Meetings of the Executive Committee or the Board of Directors, in person and/or electronically, may be called at any time by the President.

Section V.    Quorums 

1. A quorum for the transaction of business at a General Membership meeting consists of one-third of the voting membership present in person, by Proxy and/or electronically.

2.  A quorum for the transaction of business at Executive Committee meetings consists of five members present in person and/or electronically.

3.  A quorum for the transaction of business at Board of Directors meeting consists of two-thirds of the Directors present in person and/or electronically.


Article V – OFFICERS

Section I.    Duties of President

1. The President will preside at all meetings and enforce all rules and regulations of the Club.

2. Immediately after the Election Meeting, the Incoming President will appoint the Chairs of the Standing Committees and the Chairs of such other committees as may be advisable for the following term.

3. The President will develop an annual club budget in conjunction with the committee chairs and Treasurer. By no later than November 1, the President will obtain annual budgets for each Standing Committee from each Chair. Shortly thereafter, the President, together with the Treasurer, and in consultation with the Finance Committee, will prepare and submit an Annual Club Budget to the Board of Directors for majority approval.  It is recommended that this occurs before December 31 before the beginning of the next Fiscal Year.

4. The President will coordinate the publication of the Yearbook together with the Vice President and Corresponding Secretary.

Section II.    Duties of Vice President

In the absence or incapacity of the President, the Vice President will perform the duties of the President. The Vice President, as Chair of the Program committee, and in consultation with the relevant Standing Committee Chairs, will develop and schedule the programs for the Club’s General Meetings.  The Vice President will coordinate the publication of the Yearbook together with the President and Corresponding Secretary.  

Section III.    Duties of Secretaries

1.  The Recording Secretary will keep a record of the proceedings of all meetings of the Club, the Executive Committee and the Board of Directors, and will file copies with the Club Archives and History Committee Chairman once approved.  At voting meetings, the Recording Secretary will state aloud if a quorum is met for the transaction of business.  The Recording Secretary will serve as the proxy holder for members when voting by proxy is necessary.

2. The Corresponding Secretary will conduct such of the correspondence of the Club as usually pertains to that office and will perform such other duties as may be prescribed by the Executive Committee.  The Corresponding Secretary is the Club Administrator with the GCA.  The Corresponding Secretary will coordinate the publication of the Yearbook together with the President and Vice President/Program Chair.
 
At least six weeks before the Election Meeting, the Corresponding Secretary will send the slate of officers for the following term to all Active members, such slate to show thereon the names recommended by the Nominating Committee.

Section IV.    Duties of Treasurer

1. The Treasurer will keep all accounts of the Club; receive and disburse all monies and, together with the President, sign any necessary contracts or other legal obligations. The Treasurer will work with Certified Public Accountants to ensure all tax returns or other required reports are accurate and filed timely. 

2. The Treasurer will be responsible for maintaining and safeguarding the Club’s bank statements, invoices, cash receipts journals and tax returns.  The Treasurer will manage the timely issuance of written acknowledgements to Members or other donors of all gifts, dues or other contributions received by the Club.

3. The President, together with the Treasurer, and in consultation with the Finance Committee, will prepare an Annual Club Budget to be approved by the majority of the Board of Directors. MDH 

4. The Treasurer will monitor spending for compliance with the Club Annual Budget. 

5. The Treasurer is responsible for sending out annual membership dues notices according to dates set by the Executive Committee. 

Article VI – REPORTS

​The Executive Committee and Committee Chairs will report their committees’ activities at Board of Directors Meetings. If Committee Chairs wish to convey information about their committees to the Membership, they may do so at General Meetings. Committee Chairs must submit written annual committee reports to the President in advance of the Club’s Annual Meeting, and will read these reports to the Membership at the Annual Meeting. 

​Article VII – MEMBERSHIP

The membership of the Club will be limited to 95 Active members. In addition, there will be Affiliate, Honorary and Provisional members who will have no vote.

Section I    Classes of Membership

1. Active Members
     a. Will be registered as Club members with the GCA.

     b. Are required to attend more than half of the yearly General Membership Meetings per calendar year.

     c. Are required to participate in and support the work of the Club and be ready to serve on the Standing Committees or the Special Committees of the Club and, if possible, of the GCA.

     d. Will pay annual dues in full.

     e. Must have a residence within a thirty-mile radius of Millbrook.
 
2. Affiliate Members

     a. Will have completed ten years of active membership in the Club and/or wish to become a non-resident or a non-active member.

     b. Will be registered as Club Members with the GCA, but may not hold office or vote in the Club, or serve on committees in the GCA or MGC, or represent the Club at GCA or MGC Annual or Zone meetings.
 
     c. May become Affiliate members upon written invitation from the Executive Board of the Club.

     d. May attend Club General Meetings and Annual Meeting, enjoy the use of the GCA Headquarters, and have GCA Visiting Gardens privileges.

    e. Will pay annual dues in full.
 
    f. May continue to judge flower shows if a GCA Judge.

    g. May not Propose or Second new Members nor write a Letter of Support.

​3.  Honorary Members

     a. Are unlimited in number and are elected for life.

     b. Must be persons of distinction whose outstanding service to the Club has been sustained over a period of years.

     c. A nomination for Honorary Members should be brought to the Membership Committee, which will then refer the nomination to the Executive for approval and subsequent vote by the membership of the Club.

     d. Will not pay Club dues, however, their dues to the GCA will be paid by the Club.

     e. May not vote.

     f. May serve on a Committee.

     g. May not Propose or Second new Members nor write a Letter of Support.

4. Provisional Members

     a. Become Provisional Members for one year after being proposed, approved, and then presented to the Membership at the Club Annual Meeting.

     b. Are engaged in complying with the requirements for election to Active Membership (as determined by the Membership Committee); attend General Meetings; and serve on a Club Committee when asked.

     c. Are required to pay dues at a reduced fee.

     d. Are not eligible to vote, hold office, or represent the Club at GCA events.

     e. Are mentored by their proposer and seconder during their Provisional term to ensure that they attend the requisite number of meetings, take an active role in Club activities, and are introduced to Club members.

     f. Become Active Members if they complete the Provisional requirements during the calendar year of Provisional status, and are then approved by the Executive Committee and Board of Directors. Active Membership commences at the following Club Annual Meeting.

     g. If unable to complete the Provisional requirements due to just cause (as determined by the Membership Committee), and give timely notification to the Membership Committee Chair, they may fulfill the requirements during the following calendar year.  
 
Article VIII - PROPOSAL AND ELECTION OF NEW MEMBERS 

Section I.    Proposing New Candidates as Provisional Members

1. The procedure for MGC members wishing to propose candidates for Provisional membership is as follows:

     a. Active Members may invite candidates to three General Membership Meetings, at which time they will introduce the candidates to other members. After attending the meetings, a candidate may be proposed and seconded in writing by two Active Members (for two or more years), who are not members of the Executive Committee or Membership Committee, have an in-depth knowledge of the candidates and have known them for at least a year, and are willing to offer strong support.

     b. The proposer must obtain two additional letters of support from Active Members (for two or more years), who also have an in-depth knowledge of the candidate and are willing to offer strong support. All letters must be addressed to the Membership Committee Chair.

     c. After obtaining all support letters, the proposer must provide the candidate with the Club application questionnaire to complete, sign, and return to the proposer, at which time the proposer will review and also sign the form.

     d. The proposer will then send the four letters together with the Club application questionnaire as a package by mail, or electronically using PDF’s, to the Membership Committee Chair. Proposal packages are accepted from November 1 through March 31. 

     e. Active Members are limited to proposing one candidate per calendar year and seconding one candidate per calendar year.

     f. Upon the Membership Committee’s review and approval of the proposal application package, the proposer will be asked to host and introduce the candidate at an informal gathering of the Executive Committee, Board of Directors, and Membership Committee, to be held prior to the next MGC Annual Meeting.

     g. Shortly thereafter, the Executive Committee will vote whether or not to accept the candidate as a Provisional Member, and if majority approval is achieved, the candidate will be proposed to the Board of Directors for a majority vote approval. If majority approval is achieved, the candidate will be notified by the President in writing and invited to the Club Annual Meeting to be introduced to the membership, at which time, Provisional status commences.

     h. During the candidate’s Provisional term, it is the responsibility of the proposer, seconder, and supporters to introduce the candidate to the members at Club meetings and events, and ensure the candidate’s background and interests become known.

2. Provisional Members failing to meet the requirements for Active Membership during the calendar year of Provisional status, without just cause (as determined by the Membership Committee), and without timely notification to the Membership Committee Chair, may not be proposed again during the following two calendar years. If, however, candidates were not able to fulfill the requirements due to just cause, and give timely notification to the Membership Committee Chair, they may fulfill the requirements the following calendar year.  
  
Section II.    Proposing former Members or Members of GCA Clubs

1. A resident new to the area, who has recently been a member in good standing of another GCA club, may be invited by the Executive Committee to become an Active Member of the Club, if a place is available.

2.  A Former member of the Club who was in good standing may apply for reinstatement, and if a place is available, may be accepted at the discretion of the Executive Committee.

Section III.      Leave of Absence

A member who is in good standing may request a leave of absence. The Membership Committee will recommend this change of status to the Executive Committee who will approve by a majority vote.  Dues must be paid throughout the leave of absence. The Membership Committee will review a leave of absence status annually.  

Section IV.    Guests

Active members may invite guests to General Membership Meetings, but no guest may attend more than three times in one calendar year.

Article IX -   TERMINATION OF MEMBERSHIP

Section I.    Membership in the Club may be terminated:

1. By voluntary resignation. Resignation must be sent in writing to the Chairman of the Membership Committee. 

2. For failure to pay dues within two months after notice is mailed by the Treasurer.

3. At the discretion of the Executive Committee upon the recommendation of the Membership Committee for failure to attend meetings or take an active part in the work of the Club.

Article X – DUES
The annual dues will be set by the Board of Directors and payable on a date set by the Executive Committee. Any increase in dues will follow a two-month comment period by members.

Article XI- AMENDMENTS 

These By-Laws may be amended only if:

1.    The text of the proposed amendment(s) has been provided to the Active Members at two (2) previous General Membership Meetings, with notice of the meeting at which the proposed amendment(s) will be considered and voted upon.

2.    Two-thirds of the Active Members present at the General Membership Meeting vote in favor of the proposed amendment(s) passage.

Date By-Laws accepted as amended May 10, 2021
Arete Warren, Chairman By-Laws Committee 2011-14, 2019-2021