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AMENDED
AND RESTATED
BYLAWS
OF
CREATIVE LITTLE GARDENS, INC.
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:
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(a) To create and
maintain gardens for the use of community residents;
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(b) To preserve
green spaces in the urban area for the enjoyment of present and future
generations;
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(c) To provide
safe and beautiful outdoor areas for senior citizens; and
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(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:
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(a) Community –
a non-voting membership. Community membership is granted after completion
and receipt of a membership application and annual dues.
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(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.
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(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:
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(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.
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(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.
________________________________________________________________________
Secretary
Date
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