ROANOKE COUNCIL OF GARDEN CLUBS, INC.
ARTICLE I -NAME
The name of this organization shall be the Roanoke Council of Garden Clubs, Inc.
ARTICLE II – MISSION
The mission of this organization shall be to unite the Garden Clubs of Roanoke, Virginia and vicinity; to foster Garden Club events and educational programs of valley-wide interest; to encourage civic beautification and to operate the non-profit organization.
ARTICLE III – MEMBERSHIP
Section 1. Any organized Club whose aims are in accord with those of the Roanoke Council of Garden Clubs, Inc. may be considered eligible for membership by invitation. The Club must have been organized at least one year; be sponsored by two member Clubs, and be willing to accept the responsibilities of membership, including supporting all Council Fundraisers, Flower Shows and projects.
Section 2. Application for membership shall be made to the Third Vice-President. The application is subject to approval of the Board of Directors.
Section 3. Each member Club shall be represented by its President (or alternate) and one representative at Council meetings. However, all Club members, in order to be better informed, are urged to attend.
Section 4. Friends of the Council shall be welcome to support the Council and its Mission. Friends shall not vote at Member Meetings. They may not hold an office or serve on the Board.
ARTICLE IV – OFFICERS
Section 1. The elected officers of this organization shall consist of a President, First Vice-President, Second Vice-President, Third Vice-President, Treasurer, Recording Secretary, and Corresponding Secretary.
Section 2. The President shall preside at all meetings of the Council and the Board of Directors; shall appoint the Parliamentarian and all Committees not provided for in the bylaws; shall perform all other duties pertaining to the office and shall be an ex-officio member of all Committees except the Nomination Committee. The President shall sign all legal documents and when necessary, consult with an attorney.
Section 3. The First Vice-President shall perform all duties of the President when the President is absent or otherwise unable to act. He/she shall serve on the Finance Committee. He/she shall recommend methods of fund-raising and expenditure. He/she shall oversee the operation or serve as chairman of all Ways and Means projects, including Holiday House. The First Vice-President shall be responsible for purchasing and presenting the President’s gift, as well as, updating the President’s plaque.
Section 4. The Second Vice-President shall perform all the duties of the First Vice-President when the First Vice-President is absent or unable to act; shall serve as program chairman; accumulate and be custodian of program materials; assisting Clubs with program planning and further coordinating classes, lectures and educational programs to include the public at least once a year. He/she shall be responsible for purchasing and presenting the gift to the installing officer. He/she shall be responsible for getting the installing officer. (Procedure is to ask the incoming president if he/she has a preference.)
Section 5. The Third Vice-President shall perform all duties of the Second Vice-President when the Second Vice-President is absent or unable to act. He/she shall also serve as membership chairman and club liaison. Shall encourage Life Membership in Roanoke Council of Garden Clubs, Inc. ($50.00) and provide written recognition to the donor and public acclaim at the earliest Council meeting. He/she shall present the Life Membership pin to the recipient of this honor as required. Accurate records shall be maintained and permanently kept in the office.
Section 6. The Recording Secretary shall keep a permanent typed record of the proceedings of all Council meetings, sending a copy to the President (within one week) after each meeting. He/she shall have on hand a current alphabetical roster of member Clubs, the names of their designated representatives and members of the Board of Directors. He/she shall keep a record of attendance of all meetings. He/she shall file the reports of officers and committees.
Section 7. The Corresponding Secretary shall compile a roster of the Officers, Committee Chairmen, President and Representatives of each Garden Club of the Roanoke Council of Garden Clubs, Inc. This information is to be given to the President and included in the Council Yearbook to be distributed at the April meeting. He/she shall attend to the correspondence of the Council when requested to do so and send thank-you notes to hostess clubs.
Section 8. The Treasurer
- The Treasurer shall have custody of all funds of The Roanoke Council of Garden Clubs, Inc., and be responsible for all bookkeeping and accounting. The Treasurer shall deposit the funds of Council to its credit in banks designated by the Board of Directors and shall collect dues, fees, etc. The Treasurer shall see that full and accurate accounts are kept and shall be prepared to make a financial report at the regular and annual meetings. The Treasurer shall send a copy of the report to the President, Recording Secretary, First Vice-President and deliver to the new Treasurer all papers, books, audited records and monies of the Council when a new Treasurer assumes office.
- Board of Directors approval shall be required for withdrawals exceeding $1,000.00.
- Checks from the checking account shall be signed by the Treasurer. In absence or inability of the Treasurer to act, checks may be signed by the President. In the event both the Treasurer and President are not available, the First Vice-President may sign in an emergency.
- He/she shall prepare the annual budget with the assistance of the Finance Committee. The budget shall be presented by the Treasurer at the January Board meeting and approved at the February Membership meeting. The Treasurer chairs the Finance Committee.
Section 9. The Parliamentarian shall advise the Presiding Officer on points and phases of parliamentary procedure. He/she shall give similar advice to the other officers and Board of the Roanoke Council of Garden Clubs, Inc. The Parliamentarian shall also serve as By-Laws Chairman.
Section 10. Elected Officers and Appointed Committee Chairmen:
- Officers shall be elected at the regular February Council meeting and installed at the Council meeting in March (in election year).
- Officers and Chairmen shall assume their respective offices after installation at the Council meeting in March, with the exception of the outgoing Flower Show Chairman, who shall serve until any existing show is completed, such extension shall not exceed three months. Previous officers shall be prepared to turn over all existing records after the installation in March.
- Elected officers shall serve for a term of two years or until their successors assume office. They may not serve in the same office for more than one term (two years), with the exception of Treasurer, Parliamentarian, and Foundation Fund Chairman, who may be re-elected or reappointed.
ARTICLE V – ELECTIONS
Section 1. The election of officers and elected chairmen shall be held in February at the regular monthly meeting.
Section 2. Election shall be by acclamation, except when there is more than one nomination for the same office; then the election shall be by ballot.
ARTICLE VI – MEETINGS
Section 1. There shall be up to nine (9) meetings during the year.
Section 2. The Membership meetings can be held any month, except July, August and December. The annual meeting shall be held in March. The President’s report, including the reports of the officers, and chairmen will be presented at the Council meeting in March.
Section 3. Special meetings may be called by the President or upon a petition signed by five members. If an issue arises requiring an Executive Committee or a Board vote between scheduled meetings, a vote may be taken by telephone or email.
- The Board of Directors, and the President (or their alternate) and one representative from each member club shall be entitled to vote.
(b) It shall be the duty of the Council Representative to keep a copy of the Council bylaws, report regularly to his/her Club on any action taken by Council and furnish the Corresponding Secretary of Council with the name of the current Club President, Council Representative and roster information.
(a) A quorum shall consist of at least one representative from a majority of the member clubs at any of the meetings of the Roanoke Council of Garden Clubs, Inc.
- A quorum at Board of Directors meetings shall consist of twelve (12) members.
- A quorum at Committee meetings shall consist of a majority of the members of the Committee
Section 6. If, in the judgement of the President, there exists a need to conduct business and it is either unsafe or impractical to do so in person, meetings of the Board of Directors, its Committees, and the Membership may be conducted electronically. Irrespective of the medium used, all participants must be able to simultaneously hear each other and participate in the meeting. Adequate notice shall be given along with a description of how to join the meeting and the topic(s) being discussed. Voting may be by voice vote. All other rules and procedures pertaining to the conduct of Council business remain in effect.
ARTICLE VII – BOARDS
Section 1. Board of Directors
- The Board of Directors shall consist of the elected and appointed officers, standing and special committee chairmen, three (3) at-large members and the Immediate Past President of the Council.
- The Board of Directors shall be empowered to transact any emergency business, not including a change of policy of Council. All other recommendations approved by the Board of Directors shall be submitted at the general meeting for final action.
- The Board of Directors shall meet monthly except July and December or at the call of the President, unless otherwise provided.
- The Board of Directors shall approve the members of the Advisory Board at the March meeting in an election year.
- Title to the real property of the Garden Center and insurance of same shall be vested in the Board of Directors. Major alterations or expenditures for the property shall be directed to the Board of Directors to be reviewed and upon approval of any said project, the Board of Directors shall be responsible for supervising the project until completion.
- The President shall be ex-officio member of all committees of the Board of Directors.
Section 2. Advisory Board
- There shall be an Advisory Board composed of the Legal Advisor of the Garden Council and four other public-spirited citizens not affiliated with Garden Council. Nominees to be suggested by the President-Elect and elected by the Board of Directors at the March meeting (in election year), to serve for a term of two (2) years.
- Members of the Advisory Board shall assist Council in its full program of activities when requested.
ARTICLE VIII – EXECUTIVE COMMITTEE
Section 1. The Executive Committee shall be composed of the President, First Vice-President, Recording Secretary, Treasurer, Garden Center Chairman, and Grounds Chairman.
Section 2. This Committee Shall:
- Secure an Office Secretary for Council.
- Secure cleaning services for the building.
- The Office Secretary shall serve under the direction of the President, and attend all Board meetings.
- The cleaning service shall serve under the direction of the Garden Center Chairman.
- The Executive Committee shall annually review the contract with the Office Secretary.
ARTICLE IX – COMMITTEE CHAIRMEN
- The following Committee Chairmen shall be elected: Flower Show Chairman, Garden Center Chairman, and Foundation Fund Chairman. Three (3) At-Large Board Members will also be elected.
- The following Committee Chairmen shall be appointed by the President immediately after the Annual Meeting: By-laws, Grounds, Hospitality, Nominations, Outreach, Publicity, Rental and Webmaster.
- The President shall appoint any other Chairmen necessary to carry out projects approved by the Board of Directors.
Section 2. Duties of Elected Committee Chairmen
- FLOWER SHOW CHAIRMAN – Shall promote and make all arrangements for at least one Council Standard Flower Show a year, to which members and the general public shall be invited. At the request of the Board of Directors, shall arrange for special events of civic interest. He/she shall be responsible for trophies and all Flower Show equipment. He/she shall keep a complete inventory of all Council Flower Show properties.
- GARDEN CENTER CHAIRMAN shall select a VICE-CHAIRMAN to serve with him/her. They shall supervise the operations and housekeeping of the Garden Center, keep an inventory of the equipment and furnishings of the Center, and oversee needed repairs and upkeep of the center. He/she shall screen tangible gifts to the Council and shall decorate for Christmas.
Section 3. Duties of Appointed Committee Chairmen
- BY-LAWS /PARLIAMENTARIAN– shall appoint four (4) members which shall receive suggestions for amendments or revisions of the by-laws and recommend changes.
- GROUNDS CHAIRMAN shall oversee all maintenance and planting of the Garden Center grounds, shall also supervise and secure paid workmen on the grounds when necessary, and keep an inventory of grounds equipment and see to the upkeep of same.
- HOSPITALITY CHAIRMAN shall be responsible for name tags for the Board of Directors, Club Presidents and Representatives. He/she shall be responsible for planning the Annual Luncheon in March and any special social events approved by the Board. Shall obtain hostess Clubs for the monthly Council meetings.
- NOMINATIONS CHAIRMAN shall head a committee consisting of four (4) members approved by the Board of Directors following the March installation of officers; no two of whom shall belong to the same member Club. This Committee shall present a slate at the January meeting of an election year, consisting of one or more candidates for the following offices: President, First Vice-President, Second Vice-President, Third Vice-President, Recording Secretary, Corresponding Secretary, Treasurer, Flower Show Chairman, Garden Center Chairman, Foundation Fund Chairman and three (3) At-Large Board members. No name shall be offered unless the nominee has consented to serve if elected. Notice of the slate shall be sent to member Clubs by the Nominating Committee prior to the election.
- OUTREACH CHAIRMAN shall cooperate with the officials at the Salem Veterans Administration Medical Center and with the assistance of member Clubs, furnish gift bags and sell Christmas poinsettias. He/she will formulate plans and assist in public activities for beautification of the Roanoke Valley. He/she shall select the Beauty Spot of the Month.
- PUBLICITY CHAIRMAN, in conjunction with the President, shall be responsible for newspaper, magazine, radio, television, website and Facebook information regarding the activities of the Council and its Committees.
- RENTAL COMMITTEE CHAIRMAN shall be responsible for setting the rental rates, maintaining the rental calendar (in conjunction with the club calendar), and keeping the rental contract updated. He/she shall encourage both long term and day to day rentals.
- WEBMASTER CHAIRMAN in conjunction with the President shall be responsible for the Council’s website and Facebook information regarding the activities of the Council and its Committees.
- SPECIAL COMMITTEES shall be under the direction of the President.
ARTICLE X – FINANCES
- The fiscal year shall be from March 1 to the last day of February.
- Annual dues shall be twenty-five dollars ($25.00) per Club with 40 members or less, fifty dollars ($50.00) per Club with more than 40 members, plus twenty dollars ($20.00) per dues- paying member from each garden club represented and shall be paid by June 30. Friends of the Council shall pay annual dues of $50.00.
(c) A Finance Committee shall be established, chaired by the Treasurer and consisting of the immediate Past President and the current First Vice President (Ways and Means/Finance) and President (ex-officio).
1. The Finance Committee shall advise and assist the Treasurer.
2. In conjunction with the Treasurer, prepare the annual budget for submittal to the Board of Directors.
3. Appoint a committee to conduct an annual audit of the Council’s finances. For this purpose only, the committee may seek the assistance of two other individuals with financial/bookkeeping expertise. These individuals may come from the current RCGC Board of Directors or from member clubs.
4. Develop and maintain a long-range plan for capital improvements to the Garden Center. With the assistance of the chairs of the Garden Center and Grounds Committees shall obtain and periodically acquire cost estimates and anticipated dates for identified capital projects. This information shall be presented annually to the Board along with the proposed annual budget.
5. Advise the Board of Directors as to the investment of Heritage Reserve Account monies.
6. Review requests for Heritage Reserve Account monies and, upon unanimous approval, make such a recommendation to the Board of Directors.
7. Prepare and maintain Finance Committee Policies and Procedures, which can be included in the Standing Rules.
ARTICLE XI – HERITAGE RESERVE ACCOUNT
Monies from the Heritage Reserve Account are to be used only for capital expenses or bona fide emergencies as determined by the Board of Directors.
Monies from the Heritage Reserve Account can only be used upon:
- Unanimous recommendation of the Finance Committee along with a recommendation as to the repayment of the monies used, and
(b) Approval of two-thirds (2/3) of the Board of Directors
Investment decisions as to the Heritage Reserve Account shall be made by the Finance Committee.
Proceeds from the investment of monies from the Heritage Reserve Account shall be reinvested in this account.
ARTICLE XII – DISSOLUTION
In event of a dissolution of the Roanoke Council of Garden Clubs, Inc., the Board of Directors shall, after paying or making provision for the payment of all liabilities and obligations of the organization, dispose of all assets of the organization, exclusively for the organization, in such manner or to such organizations, organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations, under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or Law) as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the City or County in which the principal office of the organization is then located exclusively for such purposes or to such organizations as said Court shall determine which are organized and operated exclusively for such purposes. In no event shall net profits be distributed to individual members or clubs of the organization.
ARTICLE XIII – PARLIAMENTARY AUTHORITY
The rules contained in Robert’s Rules of Order Newly Revised shall govern the Council in all cases to which they are applicable and in which they are not inconsistent with the By-laws or Standing Rules of the Council.
ARTICLE XIV – AMENDMENTS
These By-laws may be amended at any regular meeting of the Council by two-thirds (2/3) vote of those present and voting, provided notice of the proposed amendments has been presented at the previous regular meeting.
Amended: November 16, 2020 Linda Habermann
Standing Rules may be changed at any meeting by a majority vote of all active members present and voting.
(a) A yearbook and two (2) rosters are to be collected from member Clubs and Societies.
The yearbook shall be placed in the Council office; one roster shall be given to the
President of Council and one roster to the First Vice-President.
(b) The fee for use of the building by member Clubs will be $20.00 per meeting for clubs
having membership of 40 persons or less and $30.00 per meeting for Clubs having
more than 40 members and shall be paid prior to or on the day of the meeting.
- Clubs are expected to participate in the fundraisers and projects undertaken by the Council.
- Anyone using the Center for meetings that is not a member of Council will pay the amount set forward by the Rental Committee.
- Meeting cancellations due to inclement weather will be decided by the President and the Executive Committee.
ROANOKE COUNCIL OF GARDEN CLUBS, INC., DOES NOT DISCRIMINATE. THE NON-DISCRIMINATION POLICY INCLUDES, BUT IS NOT LIMITED TO: COLOR, CREED, NATIONAL OR ETHNIC ORIGIN, AGE, GENDER, SEXUAL PREFERENCE, VETERAN’S STATUS, EMPLOYMENT OR DISABILITY. SAID ORGANIZATION IS NOT AFFILIATED WITH AND DOES NOT ASSUME, ADVOCATE, OR ADVERTISE ANY RELIGIOUS, POLITICAL OR COMMERCIAL INTERESTS.
Amended: November 18, 2019 Linda Habermann