Bylaws - Marion County Master Gardener Association

2020-12-07 Version
Approved 2024-01-08

BYLAWS FOR THE MARION COUNTY MASTER GARDENER ASSOCIATION

Marion County Master Gardener Association (the “Corporation”) is governed by the applicable provisions of the Indiana Nonprofit Corporation Act of 1991, as amended (the “Act”).

Article I. NAME

The name of the Corporation is Marion County Master Gardener Association, Inc, known hereafter as MCMGA.

Article II. CLASSIFICATION OF CORPORATION

The Corporation is a public benefit corporation.

Article III. PURPOSES AND POWERS

Section 3.1 Purposes. The purposes for which the Corporation is formed are:

1. The Corporation is organized exclusively for the public benefit purpose to promote good gardening practices in cooperation with Purdue Extension-Marion County. MCMGA is organized exclusively for educational, scientific, and charitable purposes pursuant to the applicable sections of the Internal Revenue Code. The goals of the organization are: (1) Increase members’ knowledge of sound gardening practices;
  (2) Provide information to the community on current and timely gardening methods; and
  (3) Assist Marion County Master Gardeners in fulfilling their volunteer commitments.
2. In furtherance of the aforesaid purposes, to transact any and all lawful business for which corporations may be incorporated under the Act, provided such business is not inconsistent with the Corporation being organized and operated exclusively for purposes consistent with Section 501(c)(3).

Section 3.2 Powers. Subject to any limitation or restriction imposed by the Act, any other law, or any other provisions of the Articles of Incorporation, the Corporation shall have the power:

1. To do everything necessary, advisable or convenient for the accomplishment of any of the purposes hereinbefore set forth, or which shall at any time appear conducive to or expedient for the protection or benefit of the Corporation, and to do all of the things incidental thereto or connected therewith which are not forbidden by law; and
2. To have, exercise and enjoy in furtherance of the purposes hereinbefore set forth all the general rights, privileges and powers granted to corporations by the Act, as now existing or hereafter amended, and by the common law.

Article IV. MCMGA BOARD

Section 4.1 Duties and Qualifications. The business and affairs of the Marion County Master Gardener Association Inc. (the “Corporation”) shall be managed by the MCMGA Board.

Section 4.2 Number of Board Members. The MCMGA Board shall consist of a minimum of six (6) Board Members and a maximum of twelve (12) Board Members, with the exact number of Board Members specified from time to time by resolution of the MCMGA Board.

Section 4.3 Board Members. The Board Members are comprised of two types:

(a) Elected: The Elected Board Members are President, Vice President, Secretary, Communication Coordinator, Treasurer, and Membership Chair. Elected Board Members shall be chosen from the list of candidates prepared by the Recruitment Committee pursuant to Section 4.9 and shall be elected at the November meeting of the MCMGA members by a plurality of the votes cast. The terms of office of Elected Board Members shall be staggered. Each Elected Board Member shall serve for a term of three (3) years unless otherwise specified in the job description. The term of office begins on January 1st of the calendar year following the election. Despite the expiration of a Board Member’s term, the Board Member may continue to serve until a successor is elected.

(b) Appointed. Appointed Board Members are individuals in special positions (e.g., Newsletter Editor) and committee chairs. They are appointed by the President and report to the President unless otherwise directed.

Section 4.4 Term Limits. No person shall serve as a member of the board in any one office for more than three (3) consecutive terms. This does not preclude a person from serving in another office. No one shall be eligible for a term as a Board Member which would, if completed, exceed the term limit. Term-limited Board Members are eligible to serve after one (1) intervening year.

Section 4.5 Qualifications. Each elected Board Member shall be a United States citizen. Each Board Member is to be selected for knowledge of good gardening practices and shall serve without compensation except for payment of reasonable expenses incurred for the Corporation. Board Members who are holders of any other office or position are to act in their own right as board members, and not as representatives or delegates of their own or any other organization, interest or group.

Section 4.6 Duties. The MCMGA Board shall manage the business and affairs of the Corporation. The MCMGA Board shall have the power:

1. 1. 1. To establish the policies of the Corporation, develop strategic and operational plans, establish budgets, and select, supervise, and evaluate the Committee Chairs in performance of their duties and responsibilities.
    2. To purchase personal property and inventory and enter into contracts in the Corporation name.
    3. To initiate litigation in the Corporation name as may be authorized by counsel to the Corporation.
    4. To annually submit to the MCMGA members a report of the total income received and a report of its total expenditures, which said expenses are broken down by category as well as disclose fees paid to consultants

Section 4.7 Vacancies. Any vacancy among the Board Members may be filled by majority vote of the remaining Elected Members of the MCMGA Board. The term of office of a Board Member chosen to fill a vacancy shall expire at the end of the calendar year. However, if the Board determines that insufficient time remains for the Recruitment Committee to identify candidates for consideration at the November meeting, then the term of the appointed Board Member shall expire at the end of the subsequent calendar year. Any vacancy in a Board Member position shall be filled as provided in Section 4.3.

Section 4.8 Removal. Any Elected Board Member may be removed, with or without cause, by a majority of the remaining Board Members. A Board Member who fails to attend three (3) consecutive board meetings without excuse shall be presumed to have resigned.

Section 4.9 Recruitment Committee.
a) At each March meeting, the Board shall identify any positions that shall become vacant at the end of the year, and if such positions exist, shall appoint a Recruitment Committee.
b) This Committee shall have at least three (3) members and be representative of the current membership. Those selected may be, but are not required to be, current Board Members. The President shall designate a chair of the Recruitment Committee.
c) The Recruitment Committee shall identify and recruit members to be candidates to fill upcoming vacancies. The Committee shall inform the membership of the vacancies and invite expressions of interest by announcements at two or more meetings between April and August and by announcement in the Association newsletter.
d) The Recruitment Committee chair shall report to the Board on the Committee’s efforts at the Board’s July meeting and at such other times as the President requests, and shall submit a list of all candidates at the Board’s October meeting. Candidates for Elected positions shall be presented at the November members’ meeting pursuant to Section 4.3(a). The President shall fill Appointed board positions from the candidates presented by the Recruitment Committee, pursuant to section 4.3(b), before the end of the calendar year.
e) Any member interested in serving on the Board in an Elected or Appointed position shall advise a member of the Recruitment Committee no later than September 15th.

Article V. MEETINGS

Section 5.1 Association Meetings. Association Meetings are those where all MCMGA members are invited. The meetings shall be held twelve times per year on the second Monday of each month, unless prior notice is made. Special meetings may be held when called by the President or by a majority of the MCMGA Board. All Association Meetings shall be held at such place (including virtual), within or without the State of Indiana, as may be specified by the MCMGA Board and specified in the notices. Business may be voted on at any meeting, provided all MCMGA members were notified of the meeting and agenda at least seven (7) days prior to meeting. Members may vote to waive the seven (7) day notice requirement. Members must be present to vote.

Section 5.2 MCMGA Board Meetings. The MCMGA Board (see Article IV) shall meet (including virtual) approximately one week before general member meetings. The following members are expected to attend: Elected officers, Newsletter Editor, Extension Advisor, and Committee Chairperson (upon request of the Board). Any member of MCMGA may attend Board meetings and address the Board on specific items on the agenda, but only elected officers and the Past President may vote.

Section 5.3 Taking MCMGA Board Action by Consent. Any action which may be taken at a meeting of the MCMGA Board may be taken without a meeting, if a consent in writing setting forth the action so taken shall be signed by all of the members of the board entitled to vote with respect to the subject matter thereof, and such written consent is filed with the minutes of the proceedings of the MCMGA Board.

Section 5.4 E-Vote. Voting by electronic mail (e-mail) is permitted under these Bylaws. Such calls of vote are to be reserved for issues which cannot wait until the next board meeting. In such cases, all board members have the right to submit a vote within a specified time period (no less than 48 hours, no more than 7 calendar days).

Vote by e-mail will be conducted in the following manner:

1. The President or any three (3) board members may request a vote via e-mail. Board members shall have 3 options regarding their vote:
  1. Vote to pass the motion
  2. Vote to reject the motion
  3. Express the opinion that the motion is not amenable to an electronic vote.
2. If any member objects to the electronic vote, the motion would remain subject to the “in person” quorum voting rules. If no objections are received, a simple majority of all board members is required to pass the vote.
3. All board members must have access to electronic mail, and it is the responsibility of each board member to inform the Board of the correct e-mail address for purposes of correspondence and e-mail voting. If any board member doesn’t have access to email for a specific vote, they may be called via telephone by the President to obtain their vote.

Section 5.5 Quorum; Voting. A majority of the entire MCMGA Board shall be necessary to constitute a quorum for the transaction of any business at a meeting of the MCMGA Board. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Board Members present when the act is taken shall be the act of the MCMGA Board, unless the act of a greater number is required by law, the Articles of Incorporation or these Bylaws.

Section 5.6 Proxy Voting Prohibited. Proxy voting is prohibited for any vote of the MCMGA Board. Except for E-voting, all voting must take place in person by the voting member in order to be counted.

Section 5.7 Membership Voting. Every member of MCMGA in good standing shall have the right to one (1) vote on each matter properly before the Membership. A simple majority vote (50% plus 1) of the members present is needed for most action to pass, including election of officers, provided that the membership was notified about the meeting at least seven days prior to the meeting. At least a 14 day notification to members is required for voting on changes to the Articles of Incorporation. A two-thirds majority of members present is required. The Extension Advisor has the right to veto any decisions if they are not in accord with Purdue University policy.

Article VI. OFFICERS AND APPOINTED BOARD MEMBERS

Section 6.1 President. The President, if present, shall preside at all meetings of the MCMGA Board and of all Association Meetings. Subject to the general control of the MCMGA Board, the President shall manage and supervise all of the affairs of the Corporation and shall perform all of the usual duties of the chief executive officer of a corporation (e.g. general supervision of the affairs of the organization; appoint committee chairmen; appoint members to special positions; be an ex-officio member of all committees and be authorized to co-sign all checks). The President shall record a summary of the important board decisions and events occurring in the year and add the annual summary to the Board Notebook.

Section 6.2 Vice President. Subject to the general control of the MCMGA Board, if the President is not present, the Vice President shall discharge all the usual functions of the President and shall have such other powers and duties as these Bylaws, the MCMGA Board or an officer authorized by the Board may prescribe. The Vice President shall serve as chairman of a Program Committee and will arrange for programs of the association meetings; and become the slated candidate for the office of the president in the succeeding year. The Vice President is authorized to co-sign all checks.

Section 6.3 Secretary. The Secretary shall keep the records of the proceedings of all Association Meetings and MCMGA Board meetings and shall keep attendance at the Association Meetings.

Section 6.4 Treasurer. The Treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the Corporation. The Treasurer shall have charge and custody of, and be responsible for, all funds, notes, securities and other valuables which may from time to time come into the possession of the Corporation and shall deposit, or cause to be deposited, all funds of the Corporation with such depositories as the MCMGA Board shall designate. At the Board meetings and the Association Meetings, the Treasurer, or the Treasurer’s designee, shall report on the financial condition of the Corporation. The Treasurer, or the Treasurer’s designee, shall furnish, at additional meetings of the Board or whenever requested a statement of the financial condition of the Corporation, and in general shall perform all duties pertaining to the office of Treasurer including to be authorized to co-sign all checks; pay all bills incurred; prepare a draft budget and carry the budget process through to final acceptance by a simple majority vote of the members present at an Association Meeting; and complete all required state and federal forms and tax filings as needed. The Treasurer’s records shall be audited annually by an association member with accounting experience who is not an officer of the Corporation, or by an outside auditor.

Section 6.5 Communication Coordinator. The Communication Coordinator shall coordinate the web site, Facebook, Mail Chimp and other social media related to the Corporation. The Coordinator shall also see that the directory, newsletters, and other pertinent information are posted on the web site.

Section 6.6 Membership Chair. The Membership Chair coordinates the yearly membership drive, maintains the member database, and receives all dues. The Membership Chair shall: send a welcome greeting to all new members; send a thank you message with an acknowledgement of receipt of dues to renewing members; contact those who have not renewed their membership; coordinate distribution of membership cards; and keep an up-to-date directory online throughout the year.

Section 6.7 Past President. The immediate Past President shall serve in an advisory capacity to the Board, take meeting minutes when the Secretary is absent, and hand out member awards and certificates. The Past President is authorized to co-sign all checks.

Section 6.8 Newsletter Editor. The MCMGA Newsletter Editor is appointed by the President and is a non-voting member of the board. The MCMGA Newsletter is a cooperative effort between Purdue Extension-Marion County and the MCMGA. Content is compiled by the Newsletter Editor and approved by the Extension Educator.

Section 6.9 Extension Educator. The Extension Educator, who is the Coordinator of the Purdue Master Gardener Program in Marion County, shall be an ex-officio Board member and adviser to the Marion County Master Gardener Association.

Section 6.10 Assistant Officers. The Board may from time to time designate and elect assistant officers who shall have such powers and duties as the officers whom they are elected to assist shall specify and delegate to them, and such other powers and duties as these Bylaws or the Board may prescribe. Assistant officers shall be members of the Corporation and need not be members of the Board.

Article VII. COMMITTEES

Section 7.1 Authority and Governance. The MCMGA Board may from time to time create and appoint standing, special or other committees to undertake studies, make recommendations and carry on functions for the purpose of efficiently accomplishing the purposes of the Corporation. The Board shall set up committees and special positions as necessary. Individuals in special positions (e.g. Newsletter Editor) and committee chairs are appointed by the President and report to the President unless otherwise directed.

Section 7.2 Committee Types. MCMGA has both Standing Committees as well as Ad Hoc Committees (eg. Bulb Committee). The following are Standing Committees: Communication, Hospitality, Memorialist/Sunshine, Mentoring, Newsletter, Nominating, Photo, Plant Sale, Programs, Setup/Tear down, and Tomato Juice Stand.

Section 7.3 Other Committees. Committees, to the extent specified by the MCMGA Board, may exercise the powers, functions or authority of the MCMGA Board, except where prohibited by law; provided, however, that if a committee is to exercise board powers, functions, or authority, (a) all the persons serving on the committee must be Board Members, (b) there must be at least two (2) persons on the committee, and (c) the creation of the committee and the appointment of its members shall be by a majority of all Board Members in office when the action is taken.

Article VIII. POLICIES

Section 8.1 Membership. To be an MCMGA member, a person must have completed the Master Gardening training and initial certification as a Master Gardener, or be a Master Gardener intern working to complete their initial Master Gardener certification according to Purdue’s current standards. This information is verified by Purdue Extension Staff. Approval of new members is given by Purdue Extension staff or Extension Educator.

1. Annual dues shall be established by the MCMGA Board. Dues paid in October will be considered payment for the following year. Dues are due by January 31st. All dues are collected by the Membership Chair and forwarded to the treasurer. The membership database is maintained by the Membership Chair.
2. Membership will lapse if dues remain unpaid by the third regular meeting. If a member becomes temporarily unable to recertify annually as required by Purdue’s current standards, they may remain an MCMGA member if annual dues payment is kept current. However, after 4 years without volunteer hours, they will no longer be able to volunteer unless they retake the Master Gardener class as required by the Extension Educator. Those who have taken the Master Gardener class in another county and want to join MCMGA have to be approved by the Extension Educator.

Section 8.2 Member -In-Training. During their training period, a student in the Purdue Extension Master Gardener class (in any county) may join the Marion County Master Gardener Association as a Member-in-Training. To join, an active student should send their name and email address to the Membership Chairman. No payment of dues is required at this membership level. The Member-in-Training is welcome to come to the MCMGA meetings and participate in ongoing volunteer activities, except Board membership. Any volunteer hours during this period will not count toward their requirements as Master Gardeners. Upon successful completion of the Master Gardeners class, Members-in-Training may choose to transition to full membership in the Association through the regular application process. Those choosing not to transition to full membership will lose access to the MCMGA meetings and activities.

Section 8.3 Books and Records. The Corporation shall maintain appropriate accounting records, minutes of all meetings of its Board, a record of all actions taken by the Board without a meeting, and a record of all actions taken by a committee of the Board in place of the Board on behalf of the Corporation. The Corporation or its agent shall maintain a complete and accurate list of Board Members, giving the names and addresses of all Board Members. All such books, records and lists of the Corporation shall be open to inspection and copying during the usual business hours for all proper purposes of the Corporation.

Section 8.4 Contracts. All contracts, agreements, deeds, conveyances, mortgages and similar instruments authorized by the Board shall be signed, unless otherwise directed by the Board or required by law, by the President or Vice President.

Section 8.5 Term of Office. Elected officials cannot serve more than three consecutive terms in one office (Section 4.4). Since President, Vice President, and Past President terms are only for one year, the MCMGA Board will attempt to have individuals staggered such that there are not all new members on the board.

Section 8.6 Prohibitions. No substantial part of the activities of the organization shall be carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any activities not permitted to be carried on by: (a) an association exempt from the federal income tax; (b) any association contributions of which are deductible pursuant to the applicable sections of the Internal Revenue Code.

Article IX. FINANCIAL

Section 9.1 Fiscal Year. The fiscal year of the Corporation shall begin on January 1 of each year and end on the immediately following December 31.

Section 9.2 Insurance. The Corporation shall carry business liability insurance for any owned or leased premises and fidelity bond insurance against dishonest or fraudulent acts.

Section 9.3 Authorization of Expenditures. Any officer or authorized member may make expenditures or obligations of funds of Corporation or combination of officers of the Corporation as may be determined from time to time by the Board. All checks for expenditures must have two (2) authorized signatures (see Article VI.) No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to members, Board Members, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distributions in furtherance of the purpose set forth hereof.

Section 9.4 Loans to Officers and Directors. The Corporation shall not lend money to or guarantee the obligations of any officer or Board Member of the Corporation.

Section 9.5 Dissolution. Upon dissolution of the Corporation, the officers shall, after paying or making provisions for payment of all liabilities of the Corporation, donate all assets of the Corporation to an entity or entities whose activities are pursuant to the goals of the Corporation. e.g. Purdue Extension Marion County. The donee entity or entities must be organized and operated exclusively for education, scientific, or charitable purposes and qualify as exempt organizations pursuant to the applicable sections of the Internal Revenue Code.

Article X. INDEMNIFICATION

Section 10.1 Rights to Indemnification and Advancement of Expenses. MCMGA shall indemnify as a matter of right every person made a party to a proceeding because such person is or was:

1. a member of the MCMGA Board,
2. an officer of MCMGA, or
3. while a board member or officer of MCMGA, serving at the Corporation’s request as a director, officer, partner, trustee, or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust, or other enterprise, whether for profit or not (each an “Indemnitee”), against all liability incurred by such person in connection with the proceeding; provided that it is determined in the specific case that indemnification of such person is permissible in the circumstances because such person has met the standard of conduct for indemnification specified in the Act. The Corporation shall pay for or reimburse the reasonable expenses incurred by an Indemnitee in connection with any such proceeding in advance of final disposition thereof in accordance with the procedures and subject to the conditions specified in the Act. The Corporation shall indemnify as a matter of right an Indemnitee who is wholly successful, on the merits or otherwise, in the defense of any such proceeding against reasonable expenses incurred by the person in connection with the proceeding without the requirement of a determination as set forth in the first sentence of this paragraph. Upon demand by a person for indemnification or advancement of expenses, as the case may be, the Corporation shall expeditiously determine whether the person is entitled thereto in accordance with this Article and the procedures specified in the Act. The indemnification provided under this Article shall be applicable to any proceeding arising from acts or omissions occurring before or after the adoption of this Article.

Section 10.2 Other Rights Not Affected. It is the intent of this Article to provide indemnification to board members and officers to the fullest extent now or hereafter permitted by law consistent with the terms and conditions of this Article. Nothing contained in this Article shall limit or preclude the exercise of, or be deemed exclusive of any right under the law, by contract or otherwise, relating to indemnification of or advancement of expenses to any person who is or was a board member, officer, or agent of the Corporation, or the ability of the Corporation to otherwise indemnify or advance expenses to any such individual.

Notwithstanding any other provision of this Article, there shall be no indemnification with respect to matters as to which indemnification would result in inurement of net earnings of the Corporation “to the benefit of any private shareholder or individual,” or an “excess benefit transaction” within the meaning of Sections 501(c)(3) or 4958 of the Internal Revenue Code of 1986, as amended, or similar provisions of any subsequent Federal tax laws.

Section 10.3 Definitions. For purposes of this Article:

1. The estate or personal representative of a person entitled to indemnification or advancement of expenses shall be entitled hereunder to indemnification and advancement of expenses to the same extent as the person.
2. The term “expenses” includes all direct and indirect costs (including, without limitation, counsel fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or out-of-pocket expenses) actually incurred in connection with the investigation, defense, settlement or appeal of a proceeding or establishing or enforcing a right to indemnification under this Article, applicable law or otherwise.
3. The term “liability” means the obligation to pay a judgment, settlement, penalty, fine, excise tax or reasonable expenses incurred with respect to a proceeding.
4. The term “party” includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding.
5. The term “proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal.

Article XI. CONFLICT OF INTEREST

Section 11.1 General. The Board of the Corporation shall administer the affairs of the Corporation, honestly and economically, and exercise their best care, skill, and judgment for the benefit of the Corporation. The Officers shall exercise the utmost good faith in all transactions relating to their duties for the Corporation. In their dealings with and on behalf of the Corporation, they are held to a strict rule of honest and fair dealings. They shall not use their position, or knowledge gained therefrom, so that a conflict might arise between the Corporation’s interest and that of the individual or an organization affiliated with the individual.

Section 11.2 Disclosure of Potential Conflict. Any officer or board member of the Corporation, shall have a duty to disclose any potential conflict of interest by virtue of business or charitable affiliation.

Section 11.3 Conflict of Interest Defined. A conflict of interest, or potential conflict of interest, or appearance of conflict of interest occurs when an officer or board member of the Corporation, is in a position to exert influence, in dealings with or on behalf of the Corporation, which would give preference to any other business or charitable organization with whom the officer or board member is affiliated, by virtue of employment with, membership in, ownership of, appointment to or election to said business or charitable organization.

Section 11.4 Waiver of Conflict. Whenever a conflict of interest arises, or the appearance of a conflict of interest, such Board Member or Officer with the conflict who is present at the meeting of the MCMGA Board or of a committee of the Board, shall disclose in good faith the material facts as to such interest, or financial interest, or appearance of conflict of interest, and any action of the Corporation to approve activity in which a conflict of interest, or appearance of conflict of interest exists, shall be approved by a majority of the disinterested Board Members.

Section 11.5 Recusal from Decision-making. Any conflict of interest or appearance of conflict of interest will render the Board Member or officer ineligible from voting on any matters relating to that conflict of interest. Said Board Member or officer may not participate in any discussion (other than to present factual information or respond to questions). Such Board Member or officer may be counted on to determine whether a quorum is present, but may not participate in any action taken on the matter relating to the conflict. The minutes of the meeting shall reflect the disclosure of the conflict, the vote, the abstention from voting and participation and whether a quorum was present.

Article XII. AMENDMENTS

Subject to law and the Articles of Incorporation, the power to make, alter, amend, or repeal all or any part of these Bylaws is vested in the MCMGA Board. These Bylaws may be amended by a two-thirds (2/3) vote of the MCMGA members present, provided that notice of such amendment(s) shall have been mailed or emailed to all MCMGA members at least 14 days before the meeting. Amendments to the Bylaws are subsequently to be ratified by a majority vote of the Board. The Corporation must provide notice to the MCMGA Members of any meeting at which an amendment to the Bylaws is to be considered and voted upon.

Effective Date: Monday, January 8, 2024

Amendments to the By Laws
Amendments to the By Laws may be made by a majority vote of the Executive Board.
By Laws revised, August 12, 2005, November 20, 2009, June 2010, January 10, 2011 and April 11, 2011, May 5, 2014 and December 1, 2014 and December 7, 2020 and February 14, 2022, January 8, 2024.