Bylaws and Policies
At Groton Garden Club, we are committed to maintaining a positive and supportive community for all members. To ensure our community functions smoothly, we have established bylaws and policies that the club and all members must follow. This guidance covers topics such as membership obligations, communication, and finances. We take the enforcement of our bylaws policies seriously and ask that all members respect them to create a welcoming and harmonious environment for everyone.
Bylaws
Article I: Name
This organization shall be known as the Groton Garden Club.
Article II: Purpose
The mission of this club shall be to encourage and promote interest in, and the development of, all aspects of gardening.
Article III: Membership
Section 1. Classes of Membership
Members shall be classified as Active, Sustaining, or Life.
Section 2. Requirements of Membership
Section 2a. Active members:
Shall pay annual dues and shall be willing to attend meetings, serve on committees, hold offices, actively participate on the Hospitality Committee and in the annual Plant Sale.
Hospitality Participation:
Active members shall assist in providing hospitality for one General Meeting during each club year. Specific responsibilities may vary as determined by the Chair(s) of the Hospitality Committee.
Plant Sale Participation:
Active members shall either donate plants from their gardens or make a monetary donation to defray the Plant Sale expense. In addition, they shall participate in one or more potting up sessions, and/or assist on the day of the sale with set up, clean up or sales.
Section 2b. Sustaining Membership:
After seven years of Active membership, a member may choose to change status to Sustaining membership by contacting the Membership Chair. Sustaining members shall pay annual dues. They shall be exempt from active work, but share in all other rights and privileges of membership.
Section 2c. Life Membership:
The Board may consider for Life membership anyone who has been a member in good standing for at least 40 years, or who has served as Garden Club President and has been a member in good standing for at least 20 years, or any other member who has rendered exceptional service to the Groton Garden Club. Life members shall be exempt from active work and payment of dues, but share in all other rights and membership privileges.
Section 3. Application for Membership
Membership is open to anyone with an interest in gardening and civic beautification. Those interested in joining shall submit a completed application form to the Membership Chair. The form shall be accompanied by payment of dues (see Article IV, Section 2.) The Membership Chair shall provide the new member with a yearbook and introduce the new member at the next General Membership meeting.
Section 4. Resignation from Membership
Members planning to resign from the Groton Garden Club shall notify the Membership Chair.
Section 5. Loss of Membership
A member who does not fulfill membership requirements may be removed from membership by a two-thirds vote of the board.
Article IV: Finances
Section 1. Fiscal Year
The fiscal year shall be July 1st - June 30th.
Section 2. Dues
Section 2a.
Dues for Active members shall be $25 annually. Sustaining members shall be $30 annually. Life members and the current President shall be exempt from payment of dues.
Section 2b.
Dues for new members shall be $25. Those joining in April, May, or June shall have their membership extended through the following fiscal year.
Section 2c.
Dues are payable before the June Annual Meeting for the ensuing year. Non-payment shall be considered a resignation from the club.
Section 2d.
Changes in dues shall be voted on by the Board and the Membership.
Section 3. Unbudgeted Expenses
The board may authorize payment of up to $100 for expenses not included in the budget; expenditures over $100 are presented to the Board for a vote, and then to the Membership for a vote. Requests made by a member at General Meetings for up to $100 may be approved at the meeting; requests for expenditures over $100 are referred to the Board for a recommendation at the following Board Meeting and if approved shall be brought to the next General Meeting for a vote.
Section 4. Tax Status
The Groton Garden Club is a nonprofit, 501(C)(3) tax exempt organization, falling under the umbrella of the Garden Club Federation of Massachusetts. As such, it is exempt from paying federal taxes on income related to the club's charitable purpose.
The Groton Garden Club is granted tax exempt status by the Commonwealth of Massachusetts. Massachusetts tax law allows for casual and isolated sales to occur free of charging sales tax.
Article V: Officers
Section 1. Officers
The officers shall be the President, Vice President, Secretary, Treasurer, and Auditor. They shall perform duties usual to their offices and as outlined in these bylaws.
Section 2. Election of Officers
The officers shall be elected by the membership for a two-year term and may serve two consecutive terms. There are no lifetime limits on the number of terms that may be served. If an officer cannot fulfill the obligations of office, the President may appoint a replacement.
Section 3. Duties of Officers
President:
The President shall preside at the meetings of the Garden Club, shall cast the deciding vote in case of a tie, shall appoint the chairs of all committees and be an ex officio member of all committees except the Nominating Committee, shall call for the reports of the committees, and shall perform such other executive functions as are not delegated to the other officers of the club. The President keeps the file of annual reports, club correspondence, and club membership in other organizations. The President is authorized to sign checks in the Treasurer’s absence.
Vice President:
In the absence of the President, the Vice President shall preside at all meetings and shall exercise all the powers of the President. The Vice President shall review the bylaws and policies annually, and shall chair an ad hoc committee to recommend any changes or amendments. (see Article XI: Amendments to Bylaws & Policies).
If the President is unable to complete a term, the Vice President shall assume the role of President. The President and Vice President, together, may establish other goals and duties for the Vice President.
Secretary:
The Secretary shall keep a record of all the minutes, take attendance at meetings, and such other records as are necessary. In the absence of the President and Vice President, the Secretary shall preside and exercise all the powers of the President. The Secretary maintains a file of annual reports plus all the board and club minutes. The minutes and annual reports shall be printed and filed in the club archives.
Treasurer:
The Treasurer shall:
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Be responsible for keeping financial accounts of the club, collect and deposit all monies belonging to the club, pay all bills, and perform all duties incidental to the office until the end of the current fiscal year.
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Prepare an annual budget for review by the Board and Membership, to be voted on by Membership at the Annual Meeting.
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Submit required public charity filings with the IRS and Massachusetts Attorney General's Office. Renew coverage under the Garden Club Federation of Massachusetts 501(C)(3) umbrella.
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Shall calculate the Reserve Fund as described in the Policies section.
Auditor:
Auditor shall perform an annual audit of the club’s financial records.
Article VI: Board
Section 1. Board Members
The Board shall be comprised of the officers and committee chairs.
Section 2. Board Responsibilities
The Board shall have control and management of the affairs and property of the Club. Board members shall be expected to attend Board Meetings. If unable to attend, the member shall inform the President and may designate a committee member to attend in the chair's absence. Other board responsibilities may be adapted to meet the needs of each committee and of the club as a whole.
Section 3. Board Meetings
Board meetings shall be scheduled by the President and shall be held monthly at least a week before the General Membership meeting.
Section 4. Cancellation of Board Meetings
The President and Vice President decide whether to cancel or reschedule a board meeting due to weather or other conditions and communicate this information to the Board.
Section 5. Quorum
A quorum of a meeting or an email vote shall be 25 percent of board members.
Article VII: Committees
Section 1. Committees
Committees shall reflect the interests and commitments of the club. New committees shall be formed or existing ones disbanded by a vote: first, of the board, and second, of the membership. Records of disbanded committees shall be filed in the club's archives..
Section 2. Committee Chairs
Committee chairs shall be appointed by the President, who may seek out the advice of the Board. Committee chairs shall serve for a one-year term, from Annual Meeting to Annual Meeting. Any committee chair may serve consecutive terms with no limit on the number of terms served.
Section 3. Committee Chair Responsibilities
Each committee chair shall maintain a committee file with notes on activities, expenditures, and inventory. Committee chairs shall submit reports at the monthly Board Meetings and update the report for the monthly General meeting if necessary. An annual report shall be written yearly and be due at the Annual Meeting.
Section 4. Committee Mission
The committee chair and members shall define the mission of each committee each year.
Section 5. Committee Transitions
Outgoing and incoming committee chairs shall meet at the transition of a term. The committee file and records shall be given to the new committee chair at this meeting.
Section 6. Committee Expenses
Members may be asked to make reasonable expenditures in addition to their dues to support committee activities. It is recommended that committee chairs plan reimbursement for extraordinary expenses, make it clear that any member can request reimbursement, and include reimbursements in their committee budget. Receipts are required to be submitted with requests for reimbursement.
Article VIII: Membership Meetings
Section 1. Frequency of General Meetings
There shall be at least seven General Meetings during the fall through spring months, which shall be held on the first Tuesday of the month, unless otherwise specified.
Section 2. Annual Meeting
The Annual Meeting shall be held in June to hear the officers’ annual reports of the prior year and to approve the budget for the coming year. Committee annual reports shall be collected by the Secretary at the Annual Meeting and emailed to the membership.
Section 3. Membership Quorum
A quorum of a meeting or email vote shall be 25 percent of club members.
Section 4. Meeting Cancellations
The President and Vice President decide whether to cancel or reschedule a General Meeting due to weather or other conditions and communicate this information via the Email Committee.
Section 5. Special meetings
The President may call a special meeting if necessary. In addition, if a vote is needed on an item before the next scheduled meeting, the President may poll the board or membership via email.
Article IX: Nominating and Elections
Section 1. Selection of Nominating Committee
Section 1a.
A Nominating Committee of three members shall be chosen biennially in October.
Section 1b.
The President shall appoint the Nominating Committee Chair who shall select two additional committee members from the general membership list. The Board shall approve this selection at their October meeting.
Section 2. Nomination of Candidates for Office
Section 2a.
The Nominating Committee shall prepare a slate of candidates for each office.
Section 2b.
The Nominating Committee shall present the slate of candidates no later than the February board and March membership meetings. Nominations from the floor shall be solicited at the March General Meeting.
Section 2c.
The Nominating Committee shall submit its final ballot at the April General Meeting.
Section 3. Election of Officers
The election of officers shall be held at the April General Meeting. If all offices are uncontested, the election shall be by voice vote. If more than one person is nominated for an office, the vote shall be by secret ballot. A quorum must be present during the entire election process.
Section 4. Installation of Officers
The Nominating Committee shall install the new officers at the June Annual Meeting. The new officers shall take office at that time. The outgoing treasurer shall continue with all duties and work with the incoming treasurer until the books are closed at the end of the fiscal year.
Section 5. Nomination and Elections
Outgoing and incoming officers shall meet at the transition of a term. The officer file and records shall be given to the new officers at this meeting.
Section 6. Nominating Committee Eligibility for Office
A member of the Nominating Committee, including the committee chair, is not prohibited from being nominated for an office. In the event such nomination is proposed, that committee member shall be recused from further discussion related to filling that office. The committee member may participate in discussion regarding nominations for other offices.
Article X: Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern the club in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the club may adopt.
Article XI: Amendments to Bylaws and Policies
The bylaws and policies shall be reviewed annually by the Vice President to ensure they reflect current and best practices. Any proposed amendments shall be reviewed at a Board Meeting and then presented to the membership. The vote shall take place at the next General Meeting at which there is a quorum.
Article XII: Dissolution Clause
In the event of dissolution, all of the remaining assets and property of the organization shall, after payment of necessary expenses, be distributed to such organization as shall qualify under Section 501(C)(3) of the Internal Revenue Code of 1986, 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 court or competent jurisdiction within the Commonwealth of Massachusetts.
Upon dissolution, all remaining assets of the Club shall be distributed to one or more organizations having purposes similar to those of the Club, to be selected by the then-existing Board.
Article XIII: Non-Discrimination Clause
The Groton Garden Club shall not permit in their conduct of club affairs, any restriction or limitation whatsoever based upon race, color, creed, gender, national origin or employment status.
These Bylaws were revised in their entirety in Spring 2024 and is amended annually.
Policies
Cancellations
If there are cancellations of meetings or special events, members will be informed by the Email Committee.
Code of Conduct
Members shall respect others at meetings and in written and verbal communications. A member shall not behave in a manner that adversely affects the reputation of the Groton Garden Club at any events sponsored by the club.
Conservation Areas and Invasive Species
The Groton Garden Club shall promote the preservation of the natural biodiversity of our region and encourage environmental stewardship. If the Groton Garden Club agrees to make plantings or create a landscape design for designated conservation areas, land abutting such areas, or any ecologically sensitive areas, then members shall plant or recommend only native species. This policy is not intended to restrict plantings on historical properties owned by the town of Groton or other organizations. The Garden Club shall not knowingly sell, distribute, or plant any species deemed invasive by the Native Plant Trust.
Donations
Donations made by the club shall reflect its mission and its commitment to gardening and conservation, with priority given to local causes. The board may consider a request for a donation at any time. Any board recommendation for a donation above $100 shall be submitted for a vote by the membership at the next General Meeting.
Members submitting information for a club-wide email should send a copy to both Email Chairs and all replies should be sent to the originator of the email. An email containing information related to official business of the club shall read "GGC Official" in the subject line and include the subject matter. An email containing items of general interest of information, shall read "GGC Tidbit" in the subject line and include the subject matter. Promotions or advertising information shall not be distributed.
Equipment and Other Property
Equipment owned by the club is available for use at the Groton Garden Club functions only. Equipment may not be loaned to other groups or individuals. The Board shall ensure that a list of all club property is maintained by officers and committee chairs and included in their annual report.
Guests
Members may bring prospective members or guests to any meeting. There is no charge for these visits, but those bringing guests should notify the Membership and Hospitality Chair(s) beforehand.
Privacy and Security
Club emails shall use blind copy or other features to protect the privacy and security of members. The membership list, or other contact information in the yearbook or on the website, may not be made available to outside interests or used for mass marketing purposes. Presenters to the club may circulate an email sign-up sheet for interested members.
Record Keeping
Award certificates, books of evidence, photographs, Board and General Membership Meeting minutes and defunct committee files are kept in the archives. The Membership Chair maintains membership lists and records. The Publicity Chair maintains the club press books and submits materials to the Historian for the archives.
Reserve Fund
Whenever possible, the club shall maintain a reserve fund. The reserve should include the monies for the following current operational/communication expenses such as insurance, Federation dues, PO box, tax filings, website, and yearbook. The Treasurer shall calculate the estimated necessary expenditures annually and maintain a reserve fund that will cover those expenditures.
These Bylaws and Policies were reviewed and amended in 2024.