Bylaws

ARTICLE I

NAME

The name of this organization shall be the Camden Garden Club.

ARTICLE II

OBJECT

The Camden Garden Club shall be a non-profit organization whose objectives shall be to cultivate the art of gardening to its fullest sense; to develop and preserve beauty in and around Camden; and to promote civic improvements, education and conservation of natural resources.

ARTICLE III

MEMBERS

Section 1. Individuals having a personal and enthusiastic interest in the objectives of the Camden Garden Club and a willingness to share in the work of the Club shall be welcome as active members after attending one meeting and contacting the membership chair.

Section 2. Requirements for an Active membership are to pay dues annually, serve on a committee or project and participate on Tour Day.

Section 3. Senior members are members who have been a member of the Camden Garden Club for 20 years or more, pay dues at the rate of Active members, and participate as able.

Section 4. Sustaining members have been Active members for at least three years, pay dues at a higher rate, are not required to serve on a committee or project, and are not eligible to vote.

Section 5. Affiliate members are companies or organizations that support the aims and objectives of the Camden Garden Club by paying dues, and are non-voting corporate members.

Section 6. Emeritus membership may be granted by the Executive Board to members who will no longer be in active status and who have made significant contributions to the Club.

Section 7. Honorary, non-voting memberships may be awarded by the Club to those persons, either members or non-members of the Club, who have made significant contributions to the community in keeping with the objectives as stated in Article II.

Section 8. Dues

a. The Executive Board shall recommend the dues for approval at the Annual Meeting. Dues must be paid by all Active, Senior, Sustaining and Affiliate members. Emeritus and Honorary members are exempt from dues.

b. Dues shall be due and payable to the Camden Garden Club Assistant Treasurer by April 15.

c. A member whose dues remain unpaid on May 15 shall be automatically dropped from membership.

d. New member dues are not prorated.

e. The fiscal year shall be April 1 to March 31.

ARTICLE IV

OFFICERS AND STANDING COMMITTEE CHAIRS

Section 1. The elected officers of the Camden Garden Club shall be a President, a Vice-President, a Secretary, a Treasurer, and an Assistant Treasurer. Each Standing Committee shall be headed by a chair. These officers and committee chairs shall perform the duties prescribed by these bylaws, the Responsibilities Addendum and by the parliamentary authority adopted by the Camden Garden Club.

Section 2. The Executive Board shall appoint a Nominating Committee at least two months prior to the Annual Meeting. The Nominating Committee shall consist of three active members of the Camden Garden Club who are not members of the Executive Board, and two members of the Board who have served on the Board for at least two years of the preceding six years. It shall be the duty of the Nominating Committee to prepare a slate of President, Vice-President, Secretary, Treasurer and Assistant Treasurer for presentation at the Annual Meeting in even-numbered years and a slate of Standing Committee Chairs for presentation in odd-numbered years.

Section 3. Officers shall be elected in even-numbered years and Chairs in odd-numbered years by a vote of two-thirds of the members present and voting atthe Annual Meeting.

Section 4. Officers and Chairs shall serve for a term of two years and their term of office shall commence at the end of the Annual Meeting. No officer or chair shall be eligible to serve more than two consecutive terms in the same office.

Section 5. All vacancies among elected officers and chairs shall be filled for the unexpired term by vote of the Executive Board.

ARTICLE V

MEETINGS

Section 1. The Camden Garden Club shall meet monthly, April through October, with the exception of July.

Section 2. The President or the Executive Board may call meetings by giving at least ten days’ notice.

Section 3. The May Club Meeting shall be known as the Annual Meeting.

Section 4. Fifteen percent of the membership of the Club shall constitute a quorum.

Section 5. All meetings, elections or voting by members may be conducted by electronic transmission. A vote conducted by electronic transmission must be filed with the minutes of Club meetings and has the same effect as an in-person vote.

Section 6. Visitors are welcome at all meetings of the Camden Garden Club.

ARTICLE VI

THE EXECUTIVE BOARD

Section 1. The Officers of the Camden Garden Club and Chairs of the Standing Committees shall constitute the Executive Board. The immediate Past President shall be an ex officio, non-voting member of the Executive Board.

Section 2. The Executive Board shall have general supervision of the affairs of the Camden Garden Club. The Board shall make recommendations to the Club, and shall perform such other duties as are specified in these bylaws. The Board shall be subject to the orders of the Club and none of its acts shall conflict with action taken by the Club.

Section 3. The Executive Board shall meet during the week preceding each Club Meeting and in winter at a time set by the President. Additional meetings of the Board may be called by the President and shall be called upon the written request of three members of the Board.

Section 4. The Executive Board shall approve all non-budgeted expenditures by two-thirds vote of the members present and voting.

Section 5. A quorum of the Executive Board shall consist of a majority of the Board members.

Section 6. After two consecutive unexcused absences from Board Meetings, a Board member shall be terminated from the Board by a vote of the Board and shall be so notified by the President.

ARTICLE VII

COMMITTEES

Approved on May 23,2024, at the Annual Meeting.

Section 1. Standing committees shall be Communications and Publicity, Development, Education, Membership, Public Spaces, and Tour Day. Committees have the option to operate with co-chairs. Each committee with a co-chair has one vote on Board business. The Committee Chair as selected by the Nominating Committee will recruit and submit a co-chair for consideration if so desired. The Board will approve all co-chair nominations.

Rationale and Explanation of Changes:

There are too many committees to effectively run the Club. Members prefer to be part of a larger committee and report into a chair. This works particularly well for seasonal members who prefer supporting the Club without the pressure of additional meetings.

Two of the standing committees are renamed. Horticulture Programs is renamed Education. Civic is renamed Public Spaces. This new committee encompasses all the areas of Camden where the Club does gardening and landscaping.

In the restructuring of the Committees there are now sub-committees under each Board Committee.

Birds and Conservation, Hospitality, Trees, Village Green, Wreath, and Yearbook.

Birds and Conservation will become a sub-committee under Education.

Village Green will become a sub-committee under Public Spaces.

Hospitality will become a sub-committee under Membership.

The Tree Program in which we partnered with the Town of Camden was eliminated by the town.

Wreaths will become a sub-committee under Public Spaces.

Yearbook will become a sub-committee under Communication and Publicity.

Scholarship will become a sub-committee under Education

Section 2. The President shall appoint, no later than the January Board Meeting, three members, not members of the Executive Board, to serve on the Finance Committee with the Treasurer and Assistant Treasurer. This committeesshall prepare a budget for the new fiscal year and submit it to the Executive Board at its April meeting. The budget shall be submitted for approval at the Annual Meeting.

Section 3. The President shall appoint, no later than the April meeting, an Auditing Committee of three members not members of the Executive Board or the Finance Committee, whose duty it shall be to audit the Club’s financial accounts at the close of the fiscal year and to report at the October meeting

Section 4. The President shall appoint delegates to the Garden Club Federation of Maine (GCFM) and such other special committee chairs as the Executive Board shall from time to time deem necessary.

Section 5. The President shall be an ex officio member of all committees except the Nominating Committee.

ARTICLE VIII

FUND RAISING

Any fund-raising activities by outside organizations must have prior approval of the Executive Board.

ARTICLE IX

DISSOLUTION CLAUSE

In the event that the Camden Garden Club shall vote to dissolve and cease to exist in its present form, it is hereby provided that any monies remaining in its treasury, after all debts are paid, shall be passed to an organization for one or more exempt purposes within the meaning of Section 501[c] [3] of the code, in the town of Camden having a similar interest in the objectives stated in Article II of these bylaws. In the event no 501[c][3] non-profit organization so qualifies, the monies remaining in the treasury shall be awarded to the town of Camden as a designated gift for the sole purpose of enhancing the beauty of the town of Camden. The Court of Common Pleas of Knox County shall dispose of any such assets not disposed of exclusively for such purposes or to such organization or organizations, as said Court shall determine which are organized and operated exclusively for such purposes.

ARTICLE X

PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Camden Garden Club in all cases to which they are applicable and in which they are not inconsistent with these bylaws.

ARTICLE XI

AMENDMENT OF BYLAWS

These bylaws may be amended at any regular meeting of the Club by a two-thirds vote of the members present and voting, provided that the amendment has been submitted in writing at the previous meeting.