Stony Brook Garden Club

STONY BROOK GARDEN CLUB OF PRINCETON Amended November 2019, November 2023, and February 2024 BYLAWS Founded 1939 Table of Contents PREAMBLE ARTICLE I Name and Purpose ARTICLE II Membership Classes / Voting Rights of Members ARTICLE III Election of Provisionals/Transfers/Officers/Membership Chair ARTICLE IV Role of Executive Committee/ Full Leadership Committee ARTICLE V Meetings ARTICLE VI Officers / Executive Committee ARTICLE VII Committees of the Full Leadership Committee ARTICLE VIII Dues/ Calendar Year ARTICLE IX Procedure ARTICLE X Miscellaneous ARTICLE XI Amendments PREAMBLE The Stony Brook Garden Club of Princeton Bylaws shall be interpreted and applied within the spirit of their intended purpose, to be used with discretion, thoughtfulness, judicious conscience, and anticipated consideration. ARTICLE I NAME AND PURPOSE The Stony Brook Garden Club of Princeton (SBGC)/ (Club) is a non-profit organization and a member of The Garden Club of America (GCA). It shall be a nonprofit organization incorporated under the laws of the state of New Jersey. Specifically, the Club’s purpose shall be to increase the interest and knowledge of horticulture and conservation among its members and the public at large, to beautify the surrounding community, to undertake civic, cultural, and historical projects and provide charitable donations and scholarships related to horticulture and conservation. ARTICLE II. MEMBERSHIP CLASSES VOTING RIGHTS OF MEMBERS The various classes of membership include but are not limited to: Active, Sustaining, Affiliate, Provisional and Honorary Section 1 Active Member 1. An Active member shall have a sincere and active interest in flower arranging, horticulture, conservation and/or photography, subscribe to the purpose of the Club as defined in these Bylaws, and be eager to contribute to the work and vitality of the Club. 2. An Active member shall attend meetings regularly, serve on at least one committee in a Club year, exhibit a minimum of two times in a Club year in horticultural, floral arrangement, botanical arts, or photography classes. He/she shall volunteer for at least 2 civics projects. He/she may be asked to serve as hostess, stager, and/or clerk at meetings or shows, to attend and support fundraisers of the Club and the New Jersey Committee of the GCA. Each Active member should be familiar with the Club’s Bylaws. 3. An Active member may vote, hold office, or serve as a chair, and nominate, propose and second a candidate for membership. He/she may not be a current member of another garden club in the Princeton area. An active member may resign at any time. 4. If he/she fails to attend two meetings without good excuse, such as illness or temporary absence from town, and does not notify the Recording Secretary within one week of each meeting, the status of her/his membership may be changed to another membership status including termination. 5. An Active member shall pay Club dues, which include membership dues for the GCA. Section 2 Sustaining Member 1. After ten years of active membership in good standing, a member, who no longer wants to serve in an active capacity, may apply in writing to the Membership Chair to request a change in status to Sustaining membership. 2. Upon receiving the request, the Membership Committee, with approval of the Executive Committee, may award the Sustaining status. 3. This classification shall be considered a privilege. 4. A Sustaining member is excused from active participation in Club activities, if so desired, but is encouraged to participate and support the activities and mission of the Club. 5. He/she may serve on committees, exhibit, assist with projects, and may be a hostess for meetings. 6. He/she may not serve as an Executive Committee member, but shall have all other member privileges, including the right to vote and nominate, propose and second new members. 7. A Sustaining member must attend at least three meetings during the Club year except if he/she has a good cause not to meet this requirement. If he/she does not meet this requirement, the Membership Committee with the approval of the Executive Committee, may change his /her membership to another membership status including termination. 8. A Sustaining member may return to active status, upon his/her request and at the discretion of the Membership Committee, with the approval of the Executive Committee. 9. A Sustaining member may request to have his/her membership status changed to Affiliate by written request to the Membership Chair with the approval of the Executive Committee. 10. A Sustaining member shall pay Club dues, which include membership dues for the GCA. Section 3 Affiliate Member 1. A member in good standing, who has become a non-resident or is no longer able to participate in Club activities or to fulfill the meeting attendance requirement, may apply in writing to the Membership Chair with the approval of the Executive Committee to request a change in status to Affiliate membership. 2. Upon receiving the request, the Membership Committee, with the approval of the Executive Committee, may award the Affiliate status. 3. An Affiliate member is not required to but may participate in Club activities. 4. He/she may not vote, serve as a member of the Executive Committee, or chair a committee, or propose candidates for membership. Upon he/ her written request, and at the discretion of the Membership Committee, he/she may return to Active or Sustaining status. 5. An Affiliate member may second a candidate with a proposal letter for membership. 6. An Affiliate member shall pay Club dues, which include membership dues for the GCA, attend meetings and receive all Club correspondence. 7. Upon his/her written request, and at the discretion of the Membership Committee, he/she may return to Active or Sustaining status. Section 4 Honorary Member 1. Honorary membership is awarded only at the discretion of the Executive Committee and is distinct from Medals and Awards. It is reserved for an exceptional individual whose distinguished and impactful body of work and service has garnered regional, national, or international recognition and has furthered the mission of the Club and/or the GCA. 2. An Honorary member is entitled to all Club notices. 3. An Honorary member shall not pay Club dues. Section 5 Provisional Member 1. A Provisional member shall have a sincere and active interest in flower arranging, horticulture, conservation and/or photography, subscribe to the purpose of the SBGC as defined in these bylaws, and be eager to contribute to the work and vitality of the Club. 2. A Provisional member shall attend meetings regularly, attend orientation and workshops for Provisionals, volunteer for the Provisional civics’ projects, attend and support fundraisers of the Club and the New Jersey Committee of the GCA, and familiarize himself/herself with the SBGC’s Bylaws. 3. A Provisional member may not vote, serve on the Executive Committee and Club committees. He/she cannot propose or second a candidate for membership. He/she may not be a current member of another garden club in the Princeton area. He/she may resign at any time. 4. If he/she fails to attend two meetings without good excuse, such as illness or temporary absence from town, and does not notify the Recording Secretary within one week of each meeting, her membership may be terminated. 5. A Provisional member shall pay Club dues, which include membership dues for the GCA. Section 6 Leave of Absence An Active member may apply in writing to the President for a one-year leave of absence, stating the reason for the request. The Executive Committee may grant a leave at its discretion. At the end of one year, the Executive Committee shall review any reason for a continued leave of absence and may extend a leave at its discretion. A member on leave shall not serve on the Executive Committee, or chair a committee, will not pay dues, or receive Club or GCA communications. A member on leave may not attend meetings, propose or second candidates for membership. Section 7 Resignation 1. A member in good standing may resign at any time after payment of all current dues. Resignations shall be submitted in writing to the President and shall take effect immediately. If his/her resignation is not submitted by June 30, he/she shall be liable for all dues for the ensuing year because of GCA roster and dues deadline requirements. 2. The Executive Committee, at its discretion and under the recommendation of the Membership Committee may reinstate a member who has resigned in good standing. Section 8 Termination 1. A Provisional, Sustaining or an Active member who does not have a sincere and active interest in flower arranging, horticulture, conservation and/or photography, fails to meet the attendance requirements, does not subscribe to the purpose of the Club as defined in these bylaws, or is not eager to contribute to the work and vitality of the Club may be asked to resign by the Executive Committee upon a majority vote of said committee. 2. A member who becomes a member of another garden club in the Princeton area shall be asked to resign by the Executive Committee. 3. The Executive Committee shall review the membership status of a member who has acted in a manner deemed detrimental to the best interests of the Club or has failed in a material way to observe the requirements and standards of membership. The Executive Committee may terminate a membership by a majority vote. 4. Non-payment of current year dues by the date of the current year annual meeting shall be sufficient cause for termination. ARTICLE III ELECTION OF PROVISIONALS, TRANSFERS, OFFICERS, MEMBERSHIP CHAIR Section 1 Election of Provisionals and Transfers 1. Confidentiality is essential in all phases of the membership process. Out of consideration for the candidates and those supporting them, candidates must not be aware they are being posted for an open comment period of fourteen days, and all writings in connection with each provisional candidate should be kept confidential. 2. Proposals for Provisional membership must be made to the Membership Committee. A letter of proposal, two seconding letters, and one questionnaire must be written for each candidate. A candidate must meet all members of the Membership Committee and at least three members of the Executive Committee before her name shall be considered for membership. It is the duty of the sponsor to see that this requirement is met. A member should have known the candidate he/she is proposing for at least one year. Additional letter writers should have known the candidate for at least six months before the candidate is posted. 3. Active and Sustaining members who are in good standing may propose or second a candidate. Said members may propose one candidate and write one seconding letter or write two seconding letters during the Club year. An Affiliate member may write a seconding letter for membership. Provisional, On Leave, and Honorary members may not propose or second a candidate for membership. Members of the Membership Committee may not propose or second a candidate for membership. A member may not propose or second a marital or blood relation. A candidate, however, shall not be excluded from consideration by reason of being a marital or blood relation of a member. 4. The Membership Committee shall decide by majority vote whether to submit a name to the Executive Committee. Upon receiving a name from the Membership Committee, the Executive Committee shall decide by majority vote whether a candidate shall become a Provisional member. If a candidate has been elected, the Membership Chair shall send a written invitation to join the Club and notify the Treasurer. 5. The number of Provisional members shall not be limited at any one time, except at the discretion of the Executive Committee. 6. Exceptions to the foregoing procedures may be made only under unusual circumstances with the approval of the Executive Committee. 7. A Provisional member must remain a Provisional for one year before he/she may be considered for Active membership. Her/his Provisional status may be extended at the discretion of the Membership Committee for extenuating circumstances. 8. Transfer membership from another GCA club into the SBGC shall require a letter of recommendation from the President of said club, a seconding letter from a SBGC Active or Sustaining member and the completion of an admissions form. Admission will, considering the specifics of the candidate, be on the advice of the Membership Committee, at the discretion of the Executive Committee. Section 2 Election of Officers and Membership Chair 1. Officers (consisting of President, Vice President, Recording Secretary, Corresponding Secretary and Treasurer) and Membership Chair shall be elected by the Active and Sustaining Members at the April Meeting and shall take office at the conclusion of the Annual Meeting in May. They shall serve for a term of one year, or until a qualified successor shall have been duly elected. 2. The slate of Officers and Membership Chair is decided by a Nominating Committee. 3. Members of the Nominating Committee are recommended by the President and shall be approved by the Executive Committee. 4. The Nominating Committee shall consist of three members. At least one member of the Nominating Committee shall be a former President, or a former Membership Chair, or a former Executive Committee member in good standing with the Club. 5. Nominations for Officers and/or the Membership Chair may also be taken from the floor at the April meeting. In the event of an additional nominee (s) the Executive Committee member (s) to be elected shall be chosen by a plurality vote. 6. No Officer shall serve more than two consecutive years in the same office, except under extenuating circumstances, as determined by the Executive Committee. 7. Members of the Nominating Committee shall serve for a period of two years with at least one new member appointed each year. 8. The proposed slate of Officers and Membership Chair are announced at the March meeting. At least two weeks prior to the April meeting, the Nominating Committee shall notify by electronic mail its selection. ARTICLE IV ROLE OF EXECUTIVE COMMITTEE / FULL LEADERSHIP COMMITTEE Section 1 Role, Term, Election, Appointment 1. The property, affairs and activities of the Club shall be managed and controlled, and its powers exercised, by the Executive Committee, except as otherwise provided by statute or by these Bylaws. 2. The authorized number of Executive Committee members of the Club shall include the Officers and the chair of the Membership Committee. The members of the Executive Committee shall be no smaller than three and no larger than nine. 3. All Executive Committee members shall be of full age, and at least one of them shall be a citizen of the United States and a resident of the State of New Jersey. 4. Each Executive Committee member (whether elected at the April meeting of the members, or to fill a vacancy, or otherwise) shall continue in office until the close of his/her term. If a member of the Executive Committee can no longer fulfill their obligations due to resignation or removal or for another reason, a qualified successor shall have been selected pursuant to these bylaws. 5. Any Executive Committee member may resign at any time by delivering a written resignation to the President. The acceptance of any such resignation shall be effective immediately. 6. Any Executive Committee member may be removed at any time either for or without cause by the vote of the majority of the Active and Sustaining members of the club. 7. Whenever the number of Executive Committee members shall for any reason be less than the authorized number, or there is a vacancy causing a member of the Executive Committee not to fulfill their designated obligations pursuant to these Bylaws, an interim appointment will be designated at the discretion of the President and the Executive Committee in consultation with the Nominating Committee. 8. The Executive Committee shall meet in the fall and in the spring. As needed the President may call additional meetings in person or by electronic means. 9. Three Executive Committee members constitute a quorum. Section 2 Full Leadership Committee The Full Leadership Committee shall consist of all members of the Executive Committee and a representative of each club committee as defined by these Bylaws and the referenced Handbook of Policies, Practices and Procedures They shall meet once a year prior to the first monthly meeting in September. ARTICLE V MEETINGS 1. The Annual Meeting of the Club shall be held in May. 2. The regular meetings shall be held monthly from September through May unless otherwise called by the Executive Committee. A Club trip to the Philadelphia Flower Show or a similar event may constitute the meeting in March. 3. Special meetings may be called at any time by the Executive Committee or upon the written request of a majority of the members of the Club. All members shall be notified in writing of a special meeting and its purpose shall be clearly stated. 4. A majority of the Active members shall constitute a quorum. 5. Voting may be made by proxy provided written notice is received by the Recording Secretary before the meeting. A proxy vote shall be included in constituting a quorum. 6. A member may invite a guest to any program or workshop of the Club provided that the Membership Chair has given consent in advance. The Membership Chair may limit the number of guests from time to time because Provisional candidates may be visiting. A guest may not attend a business or other closed meeting. ARTICLE VI OFFICERS / EXECUTIVE COMMITTEE The Officers of the Club shall consist of a President, a Vice President, a Recording Secretary, a Corresponding Secretary, a Treasurer, with the addition of a Membership Chair. The President The President shall preside at all meetings of the Club and the Executive Committee , shall exercise general supervision over the affairs and activities of the Club, shall prepare an annual report, shall cast the deciding vote in case of a tie, shall appoint the chairs of all committees except the Membership Committee, and shall serve as an ex-officio member of all committees, except the Membership and Nominating Committees. The President may participate in matters in connection with the Membership and Nominating Committees but may not vote. The President shall appoint ad hoc committees as needed and at his/her discretion. The Vice President The Vice President may, in the absence of the President, assume the duties of that position. The Vice President shall be responsible for educating Provisional members about the policies, practices and procedures of the Club and shall plan and execute all workshops and civics projects specifically for Provisional members. The Recording Secretary The Recording Secretary shall keep minutes of the Club’s monthly meetings, call roll of the club members and receive proxies. All minutes and the attendance report shall be submitted to the President in a timely manner. The Corresponding Secretary The Corresponding Secretary shall conduct the general correspondence of the Club, acknowledge all donations to the Club following notification by the Treasurer and notify Provisional members of their election to Active membership. The Membership Chair The Membership Chair shall plan, develop, and implement the Club’s membership policies and procedures in coordination with all polices and procedures detailed in these Bylaws. The Treasurer The Treasurer shall collect all dues and fees, send out and pay all bills, prepare a budget for the Club for the upcoming program year by gathering budget requests from the Executive Committee and the Full Leadership Committee, develop the budget and prepare the annual financial report to present to the Full Leadership Committee, the Executive Committee and then to the membership at the September meeting. Serve as Chair of the Finance Committee and encourage chairs to stay within their budgets and to seek approval before spending above the budgeted amount. All funds restricted and unrestricted shall be maintained and disbursed according to good accounting practices. The Treasurer, together with the President, shall file appropriate federal and state forms, including forms for maintaining tax-exempt status. Conflict of Interest Policy As recommended by the GCA, every member of the Executive Committee shall sign a Conflict-of-Interest statement at the first meeting in September. This is to ensure that any and all ethical, financial, or legal conflicts of interest be disclosed. If it is determined that a conflict of interest exists, the disclosure shall be made and waiver can be sought by the applicant. A waiver may be granted by a majority vote from the membership. ARTICLE VII COMMITTEE of the FULL LEADERSHIP COMMMITTEE (ref. Handbook of Policies, Practices, and Procedures) 1. The President shall appoint all committee chairs, with the exception of the Membership Committee. The Executive Committee shall meet with the Committee Chairs in the fall at the Full Leadership Committee meeting. 2. Chair of each committee shall keep records of duties and activities which shall be submitted to the President and provided to the successor chair at the end of the tenure. 3. Each Chair shall prepare and submit to the President his/her specific committee program, schedule, and associated budget request for the new program year in advance of the Full Leadership Committee meeting prior to the first club meeting in September. 4. Each Chair shall consult with the Finance Committee when preparing programs involving expenditure of Club funds. 5. Each Chair shall not exceed committee budgets without the approval of the Executive Committee and Finance Committee. 6. If applicable, each Chair is expected to represent his/her committee or designate a representative to the Zone IV meetings and other GCA or Club meetings or events. Standing Committees Section 1 Membership Committee 1. Shall consist of a Chair and four committee members. The Chair shall be appointed by the Nominating Committee and elected by the membership at the April meeting. No member of the Nominating Committee shall be a member of the Membership Committee. 2. Shall encourage eligible members to nominate, propose, and second candidates for the Club. 3. Shall instruct the membership in the Club admission process. 4. Shall receive and record all communications concerning candidates and those seeking membership status changes or reinstatement in the Club, and update the President and Treasurer, before the Club’s Annual Meeting, with membership changes. 5. Shall review candidate qualifications for admission to the Club and decide, by majority vote, whether or not to submit a name or names to the Executive Committee. Procedure for election shall be in accordance with Article IV and a brief biography of the candidate shall be created. 6. Shall invite those candidates approved by the Executive Committee to membership of the Provisional class, outlining in detail the expectations of membership. 7. After the Annual Meeting, the Chair shall send a brief biography of each new Provisional to the Website Committee. 8.No member of the Membership Committee may propose, second, or write a letter of support for a candidate. Program Committee The Program Committee shall be responsible for organizing the speakers for the Club, consistent with the Club’s purpose as defined by Article I. Finance Committee 1.Shall consist of the Treasurer, the immediate past Treasurer, and the President. The Treasurer shall be the Chair of the Finance Committee. Only the President and the Treasurer shall have check-signing authority. 2. Shall maintain a general oversight of the financial affairs of the club. 3. Shall, with input from the Full Leadership Committee and the Executive Committee, prepare the Annual Budget for review and approval by the Executive Committee before presentation to the membership for adoption at the September meeting. Nominating Committee 1. The Nominating Committee shall consist of a Chair and two members to be appointed by the President with the approval of the Executive Committee. Members shall serve for 2-year term with one new member appointed each year. (see Article III, Section 2) 2. The Nominating Committee shall annually prepare a slate consisting of officers and a Membership Chair. Said committee shall present this slate to the membership at the March meeting with an electronic mail copy sent at least two weeks prior to the April meeting whereupon a vote will be taken. Section 2 Other Committees All other Committees (see ref. Handbook of Policies, Practices and Procedures) including but not limited to any Ad Hoc or Special Committees shall be established by the Executive Committee to carry on the work of the SBGC. The Chair for each committee shall be appointed by the President. All committee policies, practices and procedures shall be set forth in the ref. Article XII and ref. Handbook of Polices, Practices and Procedures. ARTICLE VIII DUES/ CALENDAR YEAR 1. The annual dues shall be set and subject to change as determined by the Executive Committee , with the approval of the membership. 2. The Club shall send required dues annually to the GCA for each member. 3. All dues shall be paid to the Treasurer within 60 days from the date of billing. Non payment of dues may result in termination. Members resigning after June 30 shall be responsible for the annual dues of the ensuing year. 4. The annual dues of Provisional, Active, Sustaining, and Affiliate members shall be the same amount. Honorary members and members On Leave are not required to pay dues. 5. The fiscal year of the Club shall run from May 1 through April 30. ARTICLE IX PROCEDURE For all matters of procedure not specifically covered by the SBGC Bylaws, the Executive Committee may at its discretion follow the principles of Roberts Rules of Order Revised when circumstances warrant, but failure to do so will not invalidate any action. ARTICLE X MISCELLANEOUS Section 1 No Private Inurement No Executive Committee member, officer, employee, committee member, or other person connected with the Club, or any other private individual, shall receive any of the net earnings or pecuniary profit from the operations of the Club at any time, provided, however, that this shall not prevent the payment to any such person of reasonable compensation, as determined by the Executive Committee , for services rendered to or for the Club and/or for the reimbursement of reasonable expenses incurred in connection with such services. Section 2 Procedure Upon Dissolution The Club may be dissolved by a vote of two-thirds of the Active members and Sustaining members at any meeting, provided that written notice is sent to each member at least thirty days before that meeting. In the event of dissolution, all of the remaining assets and property of the Club shall, after payment of necessary expenses, be distributed to such organizations as shall qualify under Section 501(c)(3) of the Internal Revenue Code, or corresponding provisions of any subsequent Federal Tax Law, or to the Federal Government, a State or Local government, for public purpose, subject to the approval of a competent jurisdiction within the State of New Jersey. Section 3 Reinvestment The Club shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest or reinvest any funds held by it in whatever manner, according to the judgment of the Executive Committee, without being restricted to the class of investments which an Executive Committee member is or may hereafter be permitted by law to make or any similar restriction. However, no action shall be taken by or on behalf of the Club if such action would result in the denial of the Club's income tax exemption under Section 501(c)(3) of the Internal Revenue Code. Section 4 Commingling The Executive Committee shall incorporate as assets of the Club all property received and accepted by the Club subject to any limitations, conditions, or requirements that may be a part of any gift. The Executive Committee may commingle any assets of the Club with any other of the Club’s assets. The Executive Committee may maintain any asset or assets in segregated funds or accounts whenever, in their sole discretion that they shall determine such segregation to be in the best interests of the Club or when the conditions, limitations or instructions of any gift, grant, bequest, or devise shall require such segregation. Section 5 Preservation of Tax-Exempt Status Notwithstanding any other provision of these Bylaws, no member, employee or representative of this Club shall take any action or carry on any activity by or on behalf of the Club which is not permitted to be taken or carried on (1) by any organization exempt from federal income tax under Code Section 501(c)(3), or (2) by any organization, contributions to which are deductible under Code Sections 170(c)(2), 2055(a)(2), or 2522(a)(2). Section 6 Prohibition on Lobbying No substantial part of the activities of the Club may be construed as propaganda, or otherwise attempting to influence legislation that is not consistent with Article I. The Club may not participate in or intervene (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office. Section 7 Public Inspection of Annual Returns The Club shall make available upon request, for public inspection a copy of its most recent annual returns, such returns containing all required information representing direct and indirect transaction relationships between itself and other tax-exempt organizations not described in Code section 501(c)(3), for example, lobbying groups or political organizations. Section 8 Non-Discrimination The Club shall not permit, in its conduct of Club affairs, any restriction or limitation whatsoever based upon race, color, religion, national origin, gender, sexual orientation, age or employment status. ARTICLE XI AMENDMENTS 1. These Bylaws may be amended, from time to time, at any regular or special meetings by a majority vote of the Active and Sustaining members present, provided a notice in writing is sent to each member at least two weeks before that meeting. A proxy received by the Recording Secretary before the meeting shall be included in the making a quorum. 2. The President shall appoint an ad hoc committee to review the SBGC Bylaws at least every seven years. Said committee should consist of as least two past presidents, one of whom should chair. The Executive Committee shall review any recommendations of that committee, and present amendments for a vote to the Active and Sustaining members. The above SBGC Bylaws were approved and adopted by the Active and Sustaining Members of the Club on the 13th day of February 2024. ____________________ President Carolyn Healey ____________________ Recording Secretary Abigail Wachter

BY-LAWS STONY BROOK GARDEN CLUB OF PRINCETON Founded 1939 ARTICLE I. NAME AND PURPOSE The name of the organization shall be Stony Brook Garden Club of Princeton (the “Club”), a member of The Garden Club of America (“GCA”). It shall be a nonprofit organization incorporated under the laws of the state of New Jersey. The Club is organized for exclusively religious, charitable, educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under said Section 501(c)(3) of the Internal Revenue Code of 1986. Specifically, the Club’s purpose shall be to increase the interest and knowledge of gardening and conservation among its members and among the public at large, to promote gardening and conservation by instruction and example, to beautify the surrounding community, to undertake civic, cultural, and historical projects and provide charitable donations and scholarships related to gardening and conservation. ARTICLE II. BOARD OF TRUSTEES “EXECUTIVE BOARD” 1. The property, affairs and activities of the Club shall be managed and controlled, and its powers exercised, by the Board of Trustees (“Executive Board” or “Board”) except as otherwise provided by statute or by these by-laws. Without limiting the foregoing, the Executive Board shall: (a) approve or disapprove the President's appointment of all committee chairs; (b) appoint chairs for the Club Flower Shows and Fundraising Events; (c) review and recommend the budget; (d) approve the program; (e) act upon resignations; (f) decide by majority vote whether or not a candidate recommended by the Membership Committee shall become a Provisional member; and (g) decide by majority vote upon any change in a member's classification recommended by the Membership Committee. 2. The authorized number of Board members of the Club shall be six, which number may be changed from time to time by amendment of these by-laws; provided, however, that the members shall not be less than three nor more than nine. 3. All Board members shall be of full age, and at least one of them shall be a citizen of the United States and a resident of the State of New Jersey. Board members must be members of the Club. 4. Each Board member (whether elected at the April meeting of the members, or to fill a vacancy, or otherwise) shall continue in office until the close of the election of Board members at the Annual meeting of the members of the Club held in the year in which the term for which she shall have been elected shall expire, and until a successor shall have been elected and shall have qualified, or until her earlier death, resignation or removal. 5. At each meeting of the members of the Club for the election of Board members, the Board members to be elected shall be chosen by a plurality vote. 6. Any Board member may resign at any time by delivering a written resignation to the President or the Secretary of the Club. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective. 7. Any Board member may be removed at any time either for or without cause by the vote of two-thirds of the members of the Club then in office, at any annual or special meeting of the members of the Club. 8. Whenever the number of Board members shall for any reason be less than the authorized number, the vacancies, unless theretofore filled by the members of the Club, may be filled by the Executive Board. 9. The Annual Meeting of the Executive Board for the transaction of such business as may properly come before it, shall be held in October, the time and place to be decided by the President. No notice of such Annual Meeting of the Executive Board need be given. 10. The Executive Board from time to time may provide by resolution for the holding of such regular meetings as it may determine upon, and may fix the time and place thereof (which may be either within or outside the State of New Jersey). 11. Special meetings of the Executive Board may be called at any time by the President, or any Vice President of the Club, or by any two Board members, at such time and place (which may be either within or outside the State of New Jersey) as may be specified in the notice of the meeting, or in the waiver of notice thereof. 12. No notice of any regular meeting of the Executive Board need be given, provided, however, that if the Executive Board shall fix or change the time or place of regular meetings, notice of such action shall be mailed by U.S. or electronic mail promptly to each Board member who shall not have been present at the meeting at which such action was taken, addressed to such Board member at her address or email address as it appears on the records of the Club. Notice of each special meeting of the Executive Board shall be mailed or emailed to each Board member, addressed to such Board member at her address or email address as it appears on the records of the Club, at least five days before the day on which the meeting is to be held to such address, or delivered to such Board member personally, not later than two days before the day on which the meeting is to be held. Notice of any meeting need not be given to any Board member, however, if waived by such Board member before or after the meeting in writing. No notice need be given of any meeting at which every member of the Executive Board shall be present, and any business may be transacted thereat. No notice need be given of any adjourned meeting. 13. Except as may be expressly otherwise required by statute, at all meetings of the Executive Board, the presence of three Board members shall be necessary and efficient to constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Board members present at the appointed time and place of the meeting, or, if no Board member is present, any officer of the Club present thereat, may adjourn the meeting sine die or from time to time for a period not exceeding twenty days in any one case. At any such adjourned meeting, at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. 14. At all meetings of the Executive Board, except as at the time otherwise expressly required by statute or by these bylaws, all matters shall be decided by the vote of a majority of the Board members present at the meeting. 15. The Board members shall appoint a Nominating Committee of three members who shall be announced at the January meeting of the membership. At least two members of the Nominating Committee shall be a former President, a former Membership Chair, and/or a former Executive Board member in good standing with the Club. Members shall serve for a period of two years with at least one new member elected each year. Two weeks prior to the April meeting, the Nominating Committee shall notify by electronic mail all members of the Club its selection of the names of Board members and officers, all to be elected at the April Meeting. Nominations may be made from the floor at the April Meeting. The newly elected Board members and officers shall take office following the Annual Meeting in May. ARTICLE III. OFFICERS The Officers of the Club shall consist of a President, a Vice President, a Recording Secretary, a Corresponding Secretary, a Treasurer, a Membership Chair, and such other Officers as may be deemed appropriate by the Executive Board. Officers shall be elected by the Active and Sustaining Members at the Annual Meeting for a term of one year, or until a successor shall have been duly elected and shall qualify. Members of the Executive Board may serve as Officers. No Officer shall serve more than two consecutive years in the same office, except under extenuating circumstances, as determined by the Executive Board. The President The President shall preside at all meetings of the Club and the Executive Board, shall exercise general supervision over the affairs and activities of the Club, shall prepare an annual report, shall cast the deciding vote in case of a tie, shall appoint the chairs of all committees, except the Membership and Nominating Committees, and shall serve as an ex-officio member of all committees, except the Membership and Nominating Committees. The President may participate in matters in connection with the Membership and Nominating Committees, but may not vote. The Vice President The Vice President shall, in the absence of the President, assume the duties of that position. The Vice President shall be responsible for educating Provisional members about the practices and procedures of the Club and shall plan and execute all workshops and civics projects specifically for Provisional members. The Vice President, with an ad hoc committee, shall review the by-laws at least every four years. The Recording Secretary The Recording Secretary shall keep minutes of all Club and Executive Board meetings, the roll of the Club, and receive proxies. All minutes shall be submitted to the President in a timely manner. The Corresponding Secretary The Corresponding Secretary shall conduct the general correspondence of the Club, acknowledge all donations to the Club following notification by the Treasurer, and notify Provisional members of their election to active membership. The Treasurer The Treasurer shall collect all dues and fees, send out and pay all bills, prepare a budget for the Club for the upcoming fiscal year by gathering budget requests from the Executive Board and committee chairs, develop the budget and prepare the annual financial report to present to the Executive Board and the membership, serve as Chair of the Finance Committee, and encourage committee chairs to stay within their budgets and to seek approval before spending above the budgeted amount. All funds restricted and unrestricted shall be maintained and disbursed according to good accounting practices. Although not required under current state law, the Treasurer shall arrange for a financial compilation every four years as a matter of good governance. The Treasurer, together with the President, shall file appropriate federal and state forms, including forms for maintaining tax-exempt status. The Membership Chair The Membership Chair shall plan, develop, and implement the Club’s membership policies and procedures. Conflict of Interest Policy As recommended by the GCA, every member of the Executive Board shall sign a Conflict of Interest Information form on an annual basis to avoid any ethical, financial, or legal conflict of interest. ARTICLE IV. MEMBERSHIP There shall be five classes of membership: provisional, active, sustaining, affiliate, and honorary. 1. Election Provisional 1. Confidentiality is essential in all phases of the membership process. Out of consideration for the candidates and those supporting them, candidates must not be aware they are being posted for an open comment period of twenty-one days, and all writings in connection with each provisional candidate should be kept confidential. 2. Proposals for Provisional membership must be made to the Membership Committee. A letter of proposal, two seconding letters, and one questionnaire must be written for each candidate. A candidate must meet all members of the Membership Committee and at least three members of the Executive Board before her name shall be considered for membership. It is the duty of the sponsor to see that this requirement is met. A member should have known the candidate she is proposing for at least one year. Additional letter writers should have known the candidate for at least six months before the candidate is posted. 3. Active, Sustaining, and on leave members in good standing may propose or second a candidate. A member may propose one candidate and write one seconding letter, or write two seconding letters during the Club year. Provisional, Affiliate, and Honorary members may not propose or second a candidate for membership. Members of the Membership Committee may not propose or second a candidate for membership. A member may not propose or second a marital or blood relation. A candidate, however, shall not be excluded from consideration by reason of being a marital or blood relation of a member. 4. The Membership Committee shall decide by majority vote whether to submit a name to the Executive Board. Upon receiving a name from the Membership Committee, the Executive Board shall decide by majority vote whether a candidate shall become a Provisional member. If a candidate has been elected, the Membership Chair shall send a written invitation to join the Club and notify the Treasurer. If a candidate is not elected, the Chair shall inform the sponsor and seconders that the name may be resubmitted to the Chair of the Membership Committee for reconsideration, either with new letters or by updating the original ones. 5. The number of Provisional members shall not be limited at any one time, except at the discretion of the Executive Board. 6. Exceptions to the foregoing procedures may be made only under unusual circumstances with the approval of the Executive Board. 7. A Provisional member must remain a Provisional for one year before she may be considered for Active membership. Her Provisional status may be extended at the discretion of the Membership Committee for extenuating circumstances. Active 1. An Active member must have been a Provisional, Sustaining, or Affiliate member, member on leave who has requested to return to Active status, or approved by the Membership Committee for transfer from another GCA garden club. 2. Transfer membership from another GCA club shall require a letter of recommendation from the President of the current club, a seconding letter and the completion of the admissions form which is required for Provisional members. It will, taking into account the specific circumstances of the candidate, be on the advice of the Membership Committee, at the discretion of the Executive Board. 3. Upon receiving a name from the Membership Committee, the Executive Board shall decide by majority vote whether the member shall have Active status. Sustaining 1. After ten years of Active membership in good standing, a member, who no longer wishes to serve in an active capacity, may apply in writing to the Membership Chair to request a change in status to Sustaining membership. 2. Upon receiving the request, the Membership Committee, with approval of the Executive Board, may award the Sustaining status. 3. This classification shall be considered a privilege. Affiliate 1. An Active member in good standing, who has become a non-resident or is no longer able to participate in Club activities or to fulfill the meeting attendance requirement, may apply in writing to the Membership Chair to request a change in status to Affiliate membership. 2. Upon receiving the request, the Membership Committee, with the approval of the Executive Board, may award the Affiliate status. Honorary 1. Honorary membership is awarded only at the discretion of the Executive Board, and is distinct from Medals and Awards. It is reserved for an exceptional member whose distinguished and impactful body of work and service has garnered regional, national or international recognition and has furthered the mission of the Club and/or the GCA. 2. Requirements and Voting Rights of Members Provisional 1. A Provisional member shall have a sincere and active interest in flower arranging, horticulture, conservation and/or photography, subscribe to the purpose of the Club as defined in these By-Laws, and be eager to contribute to the work and vitality of the Club. 2. A Provisional member shall attend meetings regularly, attend orientation and workshops for Provisionals, exhibit and earn a minimum of two points, volunteer for the Provisional civics project, attend and support fundraisers of the Club and the New Jersey Committee of the GCA, and familiarize herself with the Club’s By-Laws. 3. A Provisional member may not vote, hold office, serve on a committee or the Executive Board, or propose or second a candidate for membership. She may not be a member of another garden club in the Princeton area, and may resign at any time. 4. If she fails to attend two meetings without good excuse, such as illness or temporary absence from town, and does not notify the Recording Secretary within one week of each meeting, her membership may be terminated. 5. A Provisional member shall pay Club dues, which include membership dues for the GCA. Active 1. An Active member shall have a sincere and active interest in flower arranging, horticulture, conservation and/or photography, subscribe to the purpose of the Club as defined in these By-Laws, and be eager to contribute to the work and vitality of the Club. 2. An Active member shall attend meetings regularly, serve on at least one committee in a Club year, exhibit a minimum of two times in a Club year in horticultural, arrangement, botanical arts, or photography classes, volunteer at least six hours of community service through the Club’s civics projects, serve as hostess, stager, and/or clerk at meetings or shows, attend and support fundraisers of the Club and the New Jersey Committee of the GCA, and be familiar with the Club’s By-Laws. 3. An Active member may vote, hold office or serve as a chair, and nominate, propose and second a candidate for membership. She may not be a member of another garden club in the Princeton area, and may resign at any time. 4. If she fails to attend two meetings without good excuse, such as illness or temporary absence from town, and does not notify the Recording Secretary within one week of each meeting, her membership may be terminated or her status may be changed to Sustaining or Affiliate. 5. An Active member shall pay Club dues, which include membership dues for the GCA. Sustaining 1. A Sustaining member is excused from active participation in Club activities, if so desired, but encouraged to participate and support the activities and mission of the Club. She may serve on committees, exhibit, assist with projects, and may be a hostess for meetings. She may not serve as an officer or Board member, but shall have all other member privileges, including the right to vote and nominate, propose and second new members. 2. A Sustaining member must attend at least three meetings during the Club year. If she does not meet this requirement, the Membership Committee, with the approval of the Executive Board, may change her membership to Affiliate or terminate her membership. 3. A Sustaining member may return to active status, upon her request and at the discretion of the Membership Committee, with the approval of the Executive Board. 4. A Sustaining member may request to have her membership status changed to Affiliate by written request to the Membership Chair. 5. A Sustaining member shall pay Club dues, which include membership dues for the GCA. Affiliate 1. An Affiliate member is not required to participate in Club activities, may not vote, serve as a Board member, an officer or chair, or propose or second candidates for membership. Upon her written request, and at the discretion of the Membership Committee, she may return to Active or Sustaining status. 2. An Affiliate member shall pay Club dues, which include membership dues for the GCA. Honorary 1. An Honorary Member is entitled to all Club notices and privileges except voting and holding office. 2. An Honorary member shall not pay Club dues. 3. Leave of Absence An Active member may apply in writing to the President for a one-year leave of absence, stating the reason for the request. The Executive Board may grant a leave at its discretion. At the end of one year, the Executive Board shall review the reason for a continued leave of absence and may extend a leave at its discretion. A member on leave may not serve as an officer or chair, will not pay dues or receive GCA communications. She may, however, vote and participate in any of the Club’s activities, including nominating, proposing and seconding new members. 4. Resignation A member in good standing may resign at any time after payment of all current dues. Resignations shall be submitted in writing to the President and shall take effect immediately. If her resignation is not submitted by June 30, she shall be liable for all dues for the ensuing year because of GCA roster and dues deadline requirements. A Provisional or an Active member who does not have a sincere and active interest in flower arranging, horticulture, conservation and/or photography, does not subscribe to the purpose of the Club as defined in these By-Laws, or is not eager to contribute to the work and vitality of the Club may be asked to resign by the Executive Board, upon recommendation of the Membership Committee. If a Provisional or an Active member fails to attend two meetings without good excuse, such as illness or temporary absence from town, and does not notify the Recording Secretary within one week of each meeting, she may be asked to resign by the Executive Board, upon recommendation of the Membership Committee. A member who becomes a member of another garden club in the Princeton area shall be asked to resign by the Executive Board. The Executive Board, at its discretion, may reinstate a member who has resigned in good standing. 5. Termination The Executive Board shall review the membership status of a member who has acted in a manner deemed detrimental to the best interests of the Club or has failed in a material way to observe the requirements and standards of membership. The Executive Board may terminate a membership by a majority vote. ARTICLE V. MEETINGS 1. The Annual Meeting of the Club shall be held in May. 2. The regular meetings shall be held monthly from September through May unless otherwise called by the Executive Board. A Club trip to the Philadelphia Flower Show or a similar event may constitute the meeting in March. 3. Special meetings may be called at any time by the Executive Board or upon the written request of a majority of the members of the Club. All members shall be notified in writing of a special meeting and its purpose shall be clearly stated. 4. A majority of the Active members shall constitute a quorum. 5. Voting may be made by proxy provided written notice is received by the Recording Secretary before the meeting. A proxy vote shall be included in constituting a quorum. 6. A member may invite a guest to any program of the Club provided that the Membership Chair has given consent in advance. The Membership Chair may limit the number of guests from time to time because Provisional candidates may be visiting. A guest may not attend a business or other closed meeting. ARTICLE VI. COMMITTEES Practices and Procedures 1. The President, with the approval of the Executive Board, shall appoint all committee chairs, with the exception of the Membership Committee and Nominating Committee. The Executive Board shall meet with the Committee Chairs at least one time a year. 2. The President, together with the Chair of each committee, unless otherwise specified, shall agree and appoint the members of their committees. 3. The Chair shall report regularly to the Executive Board and keep them informed of committee activities. 4. The Chair shall keep records of her activities, which shall be submitted to the President and provided to the successor chair at the end of the tenure. 5. The Chair of each Standing Committee shall prepare and submit a brief year-end report to the President before the Annual Meeting. 6. The Chair shall prepare and submit to the President her specific committee program, schedule and associated budget request for the new Club year in a timely fashion to enable the development of the annual Program Schedule. 7. The Chair shall consult with the Finance Committee when preparing programs involving expenditure of Club funds. 8. The Chair shall not exceed committee budgets without the approval of the Executive Board. 9. The Chair is expected to represent her committee or send a representative to the Zone IV meetings and other GCA or Club meetings or events. Standing Committees The Standing Committees shall be as follows, and such others as the Club may determine: A. Membership Committee 1. Shall consist of a Chair and four committee members. The Chair shall be appointed by the Nominating Committee and elected by the membership at the April meeting. No member of the Nominating Committee shall be a member of the Membership Committee. 2. Shall encourage eligible members to nominate, propose, and second candidates for the Club. 3. Shall instruct the membership in the Club admission process. 4. Shall receive and record all communications concerning candidates and those seeking membership status changes or reinstatement in the Club, and update the President and Treasurer, before the Club’s Annual Meeting, with membership changes. 5. Shall review candidate qualifications for admission to the Club and decide, by majority vote, whether or not to submit a name or names to the Executive Board. Procedure for election shall be in accordance with Article IV and a brief bio of the candidate shall be created. 6. Shall invite those candidates approved by the Executive Board to membership of the Provisional class, outlining in detail the expectations of membership. 7. After the Annual Meeting, the Chair shall send a brief bio of each new Provisional to the Website Committee. B. Finance Committee 1. Shall consist of the Treasurer, the immediate past Treasurer, and the President. The Treasurer shall be the Chair of the Finance Committee. Only the President and the Treasurer shall have check-signing authority. 2. Shall maintain a general oversight of the financial affairs of the club. 3. Shall, with input from the committee chairs, prepare the Annual Budget for review and approval by the Executive Board before presentation to the membership for adoption at the September meeting. C. Program Committee Shall be responsible for organizing the speakers and publishing the Program Schedule. The Program Chair(s) is responsible, with input from the Chairs of the Membership, Conservation, Horticulture, Flower Show and Photography Committees and such other members as necessary, to prepare and coordinate the speakers program for the year. The Chair, or other committee member should one exist, is responsible for collecting the written schedules from all the committees and working with the President to produce the Program Schedule for availability to the membership in early August. D. Conservation Committee Shall present information to the membership on all aspects of conservation and recommend and promote conservation education and activities to further conservation initiatives of the Club and the GCA. The Chair is expected to send one delegate annually to the GCA National Affairs and Legislation Committee meeting in Washington, DC. E. Horticulture Committee Shall promote learning and interest in all aspects of horticulture through workshops, presentations, organizing and hosting in-house horticulture shows and encouraging participation in Zone and GCA horticulture shows. The Chair is encouraged to send one delegate to the annual GCA Shirley Meneice Conference. F. Flower Show Committee Shall promote learning and interest in all aspects of floral design through workshops, presentations, organizing and hosting in-house Flower/Floral Design shows and encouraging participation in Zone and GCA Flower/Floral Design Shows. G. Photography Committee Shall promote learning and interest in all aspects of photography through workshops, presentations, organizing and hosting in-house photography shows and encouraging participation in Zone and GCA photography shows. H. Civic Projects Committee Shall identify, organize, execute and from time to time fund civic projects in our community that reflect our mission to stimulate the knowledge and love of gardening and conservation in our community, and restore, improve, beautify and protect our environment. I. Fundraising Committee Shall be responsible for fundraising. J. Garden History & Design Shall educate in the history and design of gardens and document local gardens for the Smithsonian Archives. K. Visiting Gardens Shall organize trips for members to gardens, events and places of interest. Shall, when requested, set up and host garden tours for other GCA garden clubs who wish to visit the Princeton area. Shall notify members of upcoming GCA garden trips and signup deadlines. Other committees shall include GCA focused committees and those that support the communications and running of Club activities and include, but are not limited to: L. Medals/Awards (GCA & Club) Shall work with the President and Chairs of appropriate committees to prepare recommendations for medals or in Club or GCA awards. Shall advise the President and Chairs of the criteria on which awards/medals are given, so that they can encourage members and ensure that they are on track to receive awards or medals. Shall record all local, state and national awards received by members, pertaining to the purposes of the Club and submit to President at year-end. Shall prepare certificates and awards for Awards Ceremony at the Annual Meeting. M. New Jersey Committee of the GCA Shall send a representative to attend the New Jersey Committee of the GCA meetings, as scheduled and participate on this committee. Shall organize Club participation in the NJ Committee annual fundraiser. Shall present the projects requesting NJ Committee funding and get the Club vote of approval, and submit the results to the NJ Committee of the GCA. Shall assist in the writing and submission of Club requests for NJ Committee funding for projects. N. Founders Fund (GCA) Shall inform members of the projects under consideration for the Founders Fund in advance of the vote. Shall present the Founders Fund Projects, take the vote and report the results to the GCA Founders Fund representative. Shall assist in the writing and submission of Club requests for Founders Fund consideration for projects. O. Scholarship (GCA & Club) Shall organize Club and GCA scholarships by raising awareness among members and in the community, particularly in the local schools, of the scholarships available, the application criteria and deadlines. Shall distribute application materials and accept applications where appropriate. Shall organize the selection process and notify the winning applicant. Shall organize the presentation where appropriate, record the event, and update the Chairs of the History/Archives, Communications, and Website Committees on scholarship activities. P. History/Archives Shall maintain and organize the Club archives, and keep a record of annual activities which will become part of the Club official record. Shall ensure the storage of a printed copy of the annual Program Schedule and the annual reports of the President, the Treasurer, the Membership Committee, the Civics Committee, the Awards Committee, the Scholarship Committee and any other reports that are particularly pertinent for that year. Shall ensure a photograph is taken at each Annual Meeting and stored. Shall ensure a digital version of the files above is stored and sent to GCA archives. Shall be responsible for organizing and presenting Club history, particularly for significant milestones. Shall receive and store a copy of materials submitted to the Website and Communications Committees. Q. Judges Committee Shall receive the schedule for shows for the upcoming year and submit a scheduling request for judges to the Zone Judging chair. Shall liaise with the judges regarding their trip, and welcome them. R. Points Shall set up the points book for the upcoming year, and bring it to all meetings. Shall ensure it is kept up-to-date, and tally at the end of the year. Shall receive and record the results of Club, Zone and GCA flower shows. S. Clerks Shall send a reminder of duties to the clerks for each show. Shall greet them and orient them to the show layout before the judges’ arrival. Shall provide them with the clerking materials – pads, sharpened pencils, etc. Shall record and submit a record of the show results to the relevant chair and Website Chair. T. Staging/Hostesses Shall organize the venues, and schedule the hostesses, stagers, and clerks for each meeting. Shall submit the schedule to the President, the Program Chair and the Clerking Chair. Shall remind the hostesses and stagers of their duties three weeks before the meeting. U. Communications Committee Shall be the Club’s public relations representative. Shall write and submit articles about Club activities, awards and scholarships to the GCA Bulletin, the Zone Chair and the Club’s website. All submissions should be copied to the Club Archivist. V. Website Committee Shall maintain and update the website with details of Club activities in a timely fashion. ARTICLE VII. DUES 1. The annual dues shall be set and subject to change as determined by the Executive Board, with the approval of the membership. 2. The Club shall send required dues annually to the GCA for each member. 3. All dues shall be paid to the Treasurer within 60 days from the date of billing. Members resigning after June 30 shall be responsible for the annual dues of the ensuing year. 4. The annual dues of Provisional, Active, Sustaining, and Affiliate members shall be the same amount. Honorary members and members on leave are not required to pay dues. 5. The fiscal year of the Club shall run from May 1 through April 30. ARTICLE XIII. PROCEDURE For all matters of procedure not specifically covered by the By-Laws, the Executive Board may at its discretion follow the principles of Roberts Rules of Order Revised when circumstances warrant, but failure to do so will not invalidate any action. ARTICLE IX. PAYMENTS No Private lnurement No Board member, officer, employee, committee member, or other person connected with the Club, or any other private individual, shall receive any of the net earnings or pecuniary profit from the operations of the Club at any time, provided, however, that this shall not prevent the payment to any such person of reasonable compensation, as determined by the Executive Board, for services rendered to or for the Club and/or for the reimbursement of reasonable expenses incurred in connection with such services. Procedure Upon Dissolution The Club may be dissolved by a vote of two-thirds of the active members at any meeting, provided that written notice is sent to each member at least thirty days before that meeting. In the event of dissolution, all of the remaining assets and property of the Club shall, after payment of necessary expenses, be distributed to such organizations as shall qualify under Section 501(c)(3) of the Internal Revue Code, or corresponding provisions of any subsequent Federal Tax Law, or to the Federal Government, a State or Local government, for public purpose, subject to the approval of a competent jurisdiction within the State of New Jersey. ARTICLE X. INVESTMENTS Reinvestment The Club shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest or reinvest any funds held by it in whatever manner, according to the judgment of the Executive Board, without being restricted to the class of investments which an Executive Board member is or may hereafter be permitted by law to make or any similar restriction. However, no action shall be taken by or on behalf of the Club if such action would result in the denial of the Club's income tax exemption under Section 501(c)(3) of the Internal Revenue Code. Commingling The Executive Board shall incorporate as assets of the Club all property received and accepted by the Club and, subject to any limitations, conditions, or requirements which may be a part of any gift, may commingle any assets of the Club with any other of the Club’s assets, or may maintain any asset or assets in segregated funds or accounts whenever in their sole discretion they shall determine such segregation to be in the best interests of the Club or when the conditions, limitations or instructions of any gift, grant, bequest, or devise shall require such segregation. ARTICLE XI. TAXES Preservation of Tax Exempt Status Notwithstanding any other provision of these By-laws, no Board member, officer, employee or representative of this Club shall take any action or carry on any activity by or on behalf of the Club which is not permitted to be taken or carried on (1) by any organization exempt from federal income tax under Code Section 501(c)(3), or (2) by any organization, contributions to which are deductible under Code Sections 170(c)(2), 2055(a)(2), or 2522(a)(2). Prohibition on Lobbying No substantial part of the activities of the Club shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Club shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office. Public Inspection of Annual Returns The Club shall make available for public inspection a copy of its most recent annual returns, such returns containing all required information representing direct and indirect transaction relationships between itself and other tax exempt organizations not described in Code section 501(c)(3), for example, lobbying groups or political organizations. ARTICLE XII. NON-DISCRIMINATION 1. The Club shall not permit, in its conduct of Club affairs, any restriction or limitation whatsoever based upon race, color, religion, national origin, gender, sexual orientation, age or employment status. 2. The pronoun “she” or “her,” when appropriate, shall be construed to mean also “he” or “his,” and the word “Chair” shall be construed to be either female or male. ARTICLE XIII. AMENDMENTS 1. These By-Laws may be amended, from time to time, at any regular or special meeting by a majority vote of the Active and Sustaining members present, provided a notice in writing is sent to each member at least two weeks before that meeting. A proxy received by the Recording Secretary before the meeting shall be included in making a quorum. 2. The Vice President shall form and chair an ad hoc committee to review the By-Laws at least every four years. The Executive Board shall review any recommendations of the committee, and present amendments for a vote to the Active and Sustaining members. The above By-Laws were approved and adopted by the Active and Sustaining Members of the Club on the 12 day of November, 2019. ____________________ President Louise Wellemeyer ____________________ Recording Secretary Rona MacInnes

All of the resources described in here can be found on the GCA website www.gcamerica.org Click here to download the guide.