To promote civic beauty, improve, advance and encourage horticultural improvements, ornament the streets and public squares of the City of Boston, especially the Back Bay, by planting and cultivating ornamental trees, and to educate the public in the art of gardening.
The Garden Club of the Back Bay, Inc.
July 1, 2003, as Amended
Name and Offices
The name of this organization shall be The Garden Club of the Back Bay, Inc., to be referred to in these bylaws as “The Garden Club.” The principal offices of The Garden Club shall be at 421 Beacon Street, Boston, Massachusetts, or such other location as the executive board may determine.
The Garden Club is organized exclusively for charitable and educational purposes and all activities shall be in furtherance of such purpose. The object of The Garden Club shall be:
a. To promote civic beauty and horticultural improvements.
b. To advance and encourage the art of gardening and study.
c. To cooperate with other organizations, agencies and instrumentalities in furthering the interests of gardening and conservation.
d. To improve and ornament the streets and public squares of the City of Boston by planting and cultivating ornamental trees therein and also otherwise improving the physical aspects of Boston, furthering the recreation and enjoyment of the inhabitants thereof.
e. To restrict the activities of The Garden Club so that it shall not be used or operated for private profit of any member or special group or be used for any purpose other than those enumerated above.
Membership in this organization shall be open to any individual whose activity promotes the object of The Garden Club.
Any person, wherever residing, shall be eligible for membership upon approval of application and payment of dues. All members shall have the right to hold office.
The Executive Board, by a two-thirds (2/3) ballot vote of those present and voting, may suspend from membership any individual whose conduct has been found to have been detrimental to the best interests of The Garden Club.
The Garden Club shall not permit, in their conduct of club affairs, any restriction or limitations whatsoever based upon race, color, creed, gender, national origin or employment status.
Resignation of individuals shall be submitted in writing to the President or Treasurer of The Garden Club.
The fiscal year of The Garden Club shall begin on July 1 and end on June 30 of the following year.
The annual dues for each individual member shall be an amount determined at the Annual Meeting, and payable in advance on or before June 30. The Executive Board will meet with the Finance Committee prior to the Annual Meeting and make a recommendation to the membership, which will vote on said recommendation. Any individual whose dues are not paid prior to the beginning of the next fiscal year may be dropped from membership by vote of the executive board. Any individual joining The Garden Club after March 1 of any year shall be exempt from dues for the remainder of that fiscal year.
A portion of each year’s collected dues shall be paid to The Garden Club Federation of Massachusetts, Inc., in the amount set forth by said Federation. The Garden Club shall compute this portion on the basis of our total paid membership as of January 1 of each year.
Officers of The Garden Club shall be a president or co-presidents, a secretary, and a treasurer. Vice presidents may be elected at the discretion of the executive board.
The president (which term as used herein shall mean individual president or co-presidents) shall preside at all meetings of The Garden Club and the executive board; shall be a member ex-officio of all committees except the nominating committee; appoint special committees as needed; appoint chairmen of the standing and special committees with the approval of the officers and the executive board unless otherwise specified herein; approve all bills; be a signatory on all accounts opened in the name of The Garden Club; call special meetings as needed with the approval of the executive committee; present a condensed report at the annual meeting; appoint members of committees as required within these bylaws; and perform such other duties as are incident to the office of president.
The secretary shall keep or cause to be kept a record of each meeting; be responsible for keeping all records pertaining to the office; arrange for the bonding of the treasurer upon approval of the executive board; present a report if necessary at the annual meeting; immediately notify the banks where funds are on deposit of the name of the newly elected officers; be responsible for all correspondence of The Garden Club; send or cause to be sent notices of all meetings; keep a correct list of all members; notify The Garden Club Federation of Massachusetts, Inc. of newly elected officers; and attend to all other correspondence that may be assigned to her by the president.
The treasurer shall be bonded at the expense of The Garden Club; collect and hold all dues and funds of The Garden Club and shall deposit them in a bank or banks as determined by the president and the executive board; be the custodian of all securities of The Garden Club; mail or cause to be mailed all bills for dues as of September 1 of each year; pay all bills upon approval of the president and the member incurring the bill within one month of receipt; present a statement of funds at the annual meeting, and upon request of the president; prepare an annual report for the annual meeting; and work with any accountants or outside contractors in the preparation of annual reports, filings or tax returns which may be required.
The executive board shall consist of the elected officers of The Garden Club, chairmen of standing and special subjects committees, past presidents of The Garden Club, and four additional members at large of The Garden Club.
The executive board shall conduct the business of The Garden Club and administer its affairs between meetings of The Garden Club. It shall have the power to create or dissolve any standing or special subjects committees by a two-thirds (2/3) vote until ratified by an amendment. It may fill any vacancy in an elective office, except that of the president, for the unexpired term. The duties of the executive board, and the powers to accomplish these duties, shall include but not be limited to the following:
a. Defining the mission and goals of The Garden Club.
b. Actively seeking information on the operations, needs, finances, and other issues facing The Garden Club.
c. Approving the annual budget before the beginning of the fiscal year and approving expenditures that will exceed the amount of a budget category by at least 10% or $2,500, whichever is less, or other amendments or changes to the budget during the fiscal year.
d. Approving all special projects or expenditures not covered by the budget.
e. Empowering signatories to all financial accounts and instruments.
f. Empowering the officers to sign contracts or other documents binding The Garden Club.
g. Recruiting new members.
h. Establishing and defining functions of needed committees and terminating unneeded ones.
i. Establishing strategies for fundraising efforts.
j. Delegating any of the above functions to the officers and appropriate committees of The Garden Club and outside contractors.
Meetings of the executive board shall take place three times during the year, in September, January, and May, the time and place to be determined by the president. Special meetings may be called by the president or upon written request of five members of the executive board, accompanied by a statement of the business to be considered.
One half of the members of the executive committee shall constitute a quorum.
There shall be a nominating committee consisting of the immediate past president as chairman, and three (3) board members to be appointed by the president. Members of the nominating committee shall attend all called meetings of the nominating committee. The chairman shall schedule meetings as often as necessary to complete the business of the committee. The first meeting of the nominating committee shall be in November. It shall be the duty of this committee to select nominees for the following elected offices: president, secretary, treasurer, nominating committee, nominating committee chairman, and executive board. There are no term limits for officers and executive board members, but the four members at large of the executive board shall rotate each year from the general membership. The nominating committee chairman shall report the decision of the committee to the executive board at the January meeting The slate of proposed officers and executive board members shall be presented to the membership at the annual meeting.
There shall be a finance and budget committee consisting of the treasurer as chairman and two additional members appointed by the president and approved by the executive board. This committee shall prepare a budget for approval of the executive board at the May meeting. The chairman shall report on the financial condition of The Garden Club. A public accountant appointed by the finance committee with the approval of the executive board shall audit the treasurer’s books at the end of the fiscal year and submit a report for the next annual meeting of The Garden Club.
There shall be other standing committees, with duties prescribed by the executive board, as the executive board deems appropriate.
Each standing committee chairman shall, unless otherwise set forth in these bylaws, be appointed by the president with the approval of the executive board for two years, with the privilege of reappointment; submit in writing a condensed report of the committee’s activities at the annual meeting; and prepare and deliver to her successor a written record of duties and helpful suggestions.
The election of officers, executive board members, and nominating committee members, shall be at the annual meeting of The Garden Club. A majority of votes cast are necessary to elect. Recommendations in writing from individual members may be submitted to the nominating committee for its consideration not later than January 1. All terms shall be for two years, unless otherwise set forth in these bylaws. Each individual member in good standing shall have one vote.
The annual meeting of The Garden Club, for the purpose of presenting annual reports and the transaction of any other business that may properly come before the meeting, shall be held in May of each year, when feasible, upon fourteen (14) days written notice, the date and place to be determined by the president. All other meetings shall be held upon ten (10) days written notice, the dates and places to be determined by the president. The election of officers shall be held at the annual meeting in the odd numbered years. Special meetings may be held on call of the president, or on written request of ten (10) individual members, at least ten (10) days notice being required, accompanied by a statement of the business to be considered. Twenty-five (25) members shall constitute a quorum.
In the event that The Garden Club should be dissolved, all assets at the time of dissolution shall be administered by The Garden Club Federation of Massachusetts, Inc. as follows: following the payment of all outstanding liabilities, remaining assets shall be distributed to such organizations as shall qualify under Section 501C(3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal Tax Laws or to the Federal Government, a State or local government for public purpose, subject to the approval of a court of competent jurisdiction within the Commonwealth of Massachusetts.
These bylaws may be amended at any meeting of The Garden Club by a two-thirds (2/3) vote of members present and voting, provided that the amendment has been proposed by the executive board, and provided that a copy of the proposed amendment has been submitted in writing to every individual member two (2) months prior to the meeting at which the amendment proposal is to be voted upon. All proposed amendments shall be presented to the executive board for its consideration before distribution, and no amendment shall be considered which could negate The Garden Club’s not-for-profit status.
No individual shall have the authority to grant permission to any person, group or concern to use the name of The Garden Club except on written approval of the executive board. Each officer shall be allowed an expense account, the amount of which shall be approved annually by the executive board for the ensuing year. All funds must be collected, held and expended through the regular financial channels of The Garden Club. Any funds not included in the budget, or which go over the budget, must not be expended without the approval of the executive board.
Indemnification and Liability
No officer or executive board member shall be personally liable to The Garden Club or its members for monetary damages for breach of fiduciary duty, notwithstanding any provision of law imposing such liability, provided, however, that this provision shall not eliminate the liability of an officer or executive board member for any breach of said officer or executive board member’s duty of loyalty to The Garden Club, for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, and for any transaction from which said officer or executive board member derived an improper personal benefit. This provision shall not eliminate the liability for any act or omission occurring prior to the date upon which this provision becomes effective. No amendment or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any officer or executive board member with respect to any acts or omissions occurring prior to such amendment or repeal.
In addition to any other rights to which any such person may be entitled by contract or under law, The Garden Club shall indemnify, defend, and save harmless any person, his or her heirs, executors, and administrators, against any cost, expense (including attorney’s fees and amounts paid in settlement), fine, penalty, judgment and liability reasonably incurred by or imposed upon such person in connection with any action, suit, or proceedings, civil or criminal, with which such a person shall be threatened by reason of such person’s being or having been an officer or executive board member of The Garden Club, or serving or having served in any capacity in any other organization at the request of the executive committee, unless with respect to any matter such person shall have been adjudicated in any proceedings to be liable for gross negligence or willful misconduct in the performance of such person’s duties as such.
These bylaws are the full and complete bylaws of The Garden Club of the Back Bay, Inc., and were adopted by the membership to take effect July 1, 2003