Bylaws of Creative Little Gardens, Inc.

AMENDED AND RESTATED

ARTICLE I. NAME AND PURPOSE

Section 1. Name:

The name of the organization shall be Creative Little Gardens, Inc. It shall be a nonprofit organization incorporated under the laws of the State of New York.

Section 2. Purpose:

Creative Little Gardens, Inc. is organized exclusively for the following purposes:

(a): To create and maintain gardens for the use of community residents;
(b): To preserve green spaces in the urban area for the enjoyment of present and future generations;
(c): To provide safe and beautiful outdoor areas for senior citizens; and
(d): To provide exposure for urban young people to a wide variety of plants, trees, bushes, and vines, as well as to the field of garden design and maintenance.

ARTICLE II. MEMBERSHIP

Section 1. Eligibility for membership:

Application for membership shall be open to any community member that supports the purpose statement in Article I, Section 2.

Section 2. Annual dues:

The amount required for annual dues shall be $20 each year, which covers all members of one household. Dues paid any time during one calendar year shall cover through June of the following year. Continued membership is contingent upon being up-to-date on membership dues.

Section 3. Classes of membership:

To retain voting privileges, garden members must demonstrate their commitment and willingness to be part of the garden by regularly participating in work sessions and attending membership meetings. There shall be three classes of membership:

(a): Community – a non-voting membership. Community membership is granted after completion and receipt of a membership application and annual dues.
(b): Volunteer – a non-voting membership. Any community member who participates in a work session of any garden committee (as explained in Article VI) shall be automatically reclassified as a volunteer member. Any volunteer member who does not participate in at least one work session in a six-month period, provided that such a work session took place during such six-month period, shall be automatically reclassified as a community member.
(c): Active – a voting membership. Any volunteer member may apply to become an active member at a regularly scheduled membership meeting. Any active member who does not attend at least one membership meeting in a six-month period, provided that at least one membership meeting took place during such six-month period, shall be automatically reclassified as a volunteer member. Any active member who does not participate in at least one work session of any garden committee in a six-month period, provided that at least one work session takes place during such six-month period, shall be automatically reclassified as a community member.

Section 4. Resignation and termination:

Any member may resign by filing a written resignation with the Secretary. Similarly, any member with voting privileges may change his or her class of membership so as to no longer count towards a quorum.

Any member can have his or her membership terminated by a majority vote at any membership meeting. In the event that a member has his or her membership so terminated, such member shall be entitled to a pro rata reimbursement of such member's annual dues in an amount representing the period during which such member will no longer be a member.

ARTICLE III. MEETINGS OF MEMBERS

Section 1. Regular meetings:

Regular meetings of the members shall be held monthly during the months of March through November, at a time and place designated by the President.

Section 2. Annual meetings:

An annual membership meeting shall take place at the regular meeting in the month of May. At the annual meeting the members shall elect officers, receive reports on the activities of the organization, and determine the direction of the organization for the coming year. Printed notice of the annual meeting or of special meetings shall be given to each voting member, by mail, not less than ten days prior to the meeting.

Section 3. Special meetings:

Special meetings may be called by a simple majority of the Steering Committee. A petition signed by one-quarter of voting members may also call a special meeting. Notice of the time, place and purpose of every special meeting shall be given to each voting member in person, by mail or e-mail, or by telephone, at least three days before the meeting which notice shall include instructions for voting by proxy.

Section 4. Quorum:

At any properly announced membership meeting, quorum requirements shall be defined differently for the following two categories of business:

(a): Ordinary decisions. The members present shall constitute a quorum for the transaction of ordinary business, such as decisions regarding the scheduling of garden activities in the garden.
(b): Substantial changes. One-half of the voting membership shall constitute a quorum required for substantial changes, such as amendments to the bylaws; changes to the layout of the garden; the addition or removal of bushes, vines or trees; or membership termination.

Section 5. Voting:

All issues to be voted on shall be decided by a simple majority of the voting membership present in person or by proxy (one proxy per person, per issue, per meeting, in writing) at the meeting in which the vote takes place.

ARTICLE IV. BOARD OF DIRECTORS

Section 1. Board membership:

The directors of the corporation shall consist of the elected officers of the association (collectively, the "Board"). The following positions shall comprise all of the elected officerships: (i) President, (ii) Secretary and (iii) Treasurer.

Section 2. Board role:

The directors shall be responsible for implementing the overall policy of the association, and shall have the authority to delegate responsibility of day-to-day operations to the committees.

Except for the power to amend the Articles of Incorporation and bylaws, the directors shall have all the powers and authority of the voting membership in the intervals between meetings of the members, subject to the direction and control of the full voting membership.

Section 3. Compensation:

The directors shall receive no compensation for services performed as a member of the Board other than reimbursement for reasonable expenses incurred in the performance of such services.

Section 4. Board elections:

New directors and current directors shall be elected or re-elected at the annual membership meeting. All directors shall serve one-year terms and shall not be subject to term limits on re-election.

Section 5. Regular meetings:

The directors shall meet at least four times per year, at an agreed upon time and place.

Section 6. Special meetings:

Special meetings of the directors may be held at any time upon the call of any director. Notice of the time, place and purpose of every special meeting shall be given to each of the directors in person, by mail or e-mail, or by telephone, at least three days before the meeting.

Section 7. Action without meeting:

Any action required or permitted to be taken by the directors may be taken without a meeting of the directors with unanimous consent. Such unanimous consent shall be filed with the minutes of the next board meeting.

Section 8. Quorum:

At any properly announced meeting of the directors, at least forty percent of directors shall constitute a quorum required for business transactions to take place and motions to pass.

Section 9. Emergency actions:

Except for the power to amend the bylaws, the directors shall have the power, on behalf of the association, to act on emergency matters when exigencies of time and scheduling preclude the presentation of an issue to a membership meeting. Such matters would include, but are not limited to, dealing with situations that presented a threat to health or safety, or that might cause the association to incur an extraordinary liability or expense. In all such cases, decisions of the directors shall be reported to the membership no later than the next regularly scheduled membership meeting.

Section 10. Vacancies:

When a vacancy on the board exists mid-term, the remaining directors will select a replacement from the voting membership. The selection will be by a majority vote at the next meeting of the directors and such newly appointed director shall remain on the Board until the next annual meeting of the membership at which time such appointed director may stand for election by the voting membership.

Section 11. Resignation, termination, and absences:

Resignation from the board must be in writing and received by the Secretary. A director may be removed by a majority vote at a membership meeting. Such removal would create a vacancy on the board.

ARTICLE V. OFFICERS

Section 1. Elected officers:

There shall be three officers of the association, consisting of a President, Secretary and Treasurer. These officers shall be elected at the annual membership meeting. Because the elected officers constitute the Board, any vacancies shall be filled as explained in Article IV.

Section 2. Duties of the President:

The President shall convene regularly scheduled meetings of the Board or membership; shall preside or arrange for other officers to preside at each meeting; shall be responsible for acting as a facilitator and mediator in any discussion, disagreement, or problem; and shall act as the liaison between the association and organizations that provide support to the garden, such as Greenthumb, the Council on the Environment, and the Neighborhood Open Space Coalition. Additionally, the President shall serve as a signatory for bank accounts and depositories and shall have the authority to enter into contracts on behalf of the association.

Section 3. Duties of the Secretary:

The Secretary shall maintain a central file of all records of the association (membership lists, attendance records, minutes, correspondences, insurance forms, etc.), and shall be responsible for sending out meeting announcements. The Secretary shall keep up-to-date lists of the various membership classes explained in Article II, Section 3, and shall make these lists available at each membership meeting. Additionally, the Secretary shall serve as a signatory for bank accounts and depositories.

Section 4. Duties of the Treasurer:

The Treasurer shall have custody of all funds and securities of the association that may come into his/her hands, and serve as a signatory for bank accounts and depositories. The Treasurer shall keep full and accurate accounts of receipts and disbursements of the association, and shall make financial information available in a report at each meeting of the Board or members.

ARTICLE VI. COMMITTEES

Section 1. Committee formation:

The voting membership may create committees as needed, such as fundraising, public relations, data collection, etc. The voting membership also elects all committee chairpersons.

Section 2. Landscape committee:

The landscape committee shall be responsible for nurturing and developing the plants in the garden, by coordinating activities such as planting, pruning and cleanup. The landscape committee shall have the power to make gardening decisions, with the exception of landscaping decisions that would qualify as a "substantial change" as explained in Article III, Section 4. The landscape committee chairperson shall periodically outreach to the community membership to invite them to these work sessions, and shall keep a sign-in sheet that shall be given to the Secretary.

Section 3. Chores Committee:

The chores committee shall be responsible for ongoing tasks, such as opening/closing the garden gate, watering the garden, removing snow and garbage from the sidewalks, etc. The chores committee chairperson shall be responsible for coordinating the activities of the chores committee members, and shall keep work records that shall be given to the Secretary.

Section 4. Events Committee:

The events committee shall be responsible for the oversight of events in the garden. The events committee shall coordinate the annual membership drive; one or more public events each year; and private events that may be held from time to time. The events committee chairperson shall ensure that the persons hosting private events understand and agree to the rules of the garden; shall keep work records that shall be given to the Secretary; and shall deliver any donations to the Treasurer.

ARTICLE VII. MISCELLANEOUS PROVISIONS

Section 1. Indemnification:

The association shall, to the fullest extent now or hereafter permitted by law, indemnify and hold harmless any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that (s)he, his/her testator or in testate was a director, officer or agent of the association, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney's fees.

Section 2. Dissolution:

In the event of dissolution of the corporation, the directors will determine whether to file a Certificate of Dissolution with the Secretary of State of the State of New York and decide what to do with the incorporation's assets and properties. Every attempt shall be made to dispose of the corporation's assets and properties by donation to another like organization with like purposes actively operating in New York City.

Section 3. Amendments:

These bylaws may be amended, altered, or repealed, in whole or in part, by a vote of two-thirds of the members at any duly convened membership meeting where such proposed action has been incorporated in the notice of the meeting.

CERTIFICATION

These bylaws were approved at a meeting of the board of directors by a two-thirds majority vote on April 29, 2005.

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Secretary Date