Bylaws

BYLAWS
Of the
HANOVER MASTER GARDENER ASSOCIATION
Formed January 19, 1988
Incorporated 1993
Amended Incorporation, January 16, 1997
Revised September 2, 1999
Revised March 14, 2008
Revised December 6, 2010
Revised December 1, 2017

 

 

Hanover Master Gardener Association

Bylaws

 

Article I

Name and Affiliation

 

Section 1. Name. The name of this organization is “The Hanover Master Gardener Association”, (hereinafter referred to as “HMGA”).

 

Section 2. Affiliation. The HMGA shall be affiliated with the Hanover Office of the Virginia Cooperative Extension Service as part of the State Master Gardener Program.

  1. Virginia Cooperative Extension and HMGA programs and employment are open to all, regardless of age, color, disability, gender, gender identity, gender expression, national origin, political affiliation, race, religion, sexual orientation, genetic information, veteran status, or any other basis protected by law.

 

Section 3. Legal Compliance. HMGA shall comply with IRS regulations related to section 501c3 for non-profit corporations.

 

Article II

Purpose

 

Section 1. Purpose. The purpose of this volunteer association is to provide environmental and horticultural information and education to its members and to the public, to foster communication and fellowship among those involved in the HMGA program, and to support and promote the Virginia Cooperative Extension. Activities may include but are not limited to:

  1. Assisting the Hanover Virginia Cooperative Extension office
  2. Recruiting of new Master Gardeners
  3. Support of VCE training program
  4. Coordinating activities of HMGa members
  5. Fund raising to support HMGA activities

 

Section 2. Compensation. No officers or members of HMGA shall receive financial or other compensation from the HMGA other than reimbursement for expenses as approved by the Executive Board.

 

 


 

Article III

Membership and Dues

 

Section 1. Membership.

  1. Membership in HMGA is open to all who have completed training for Master Gardener Certification as required by the Virginia Cooperative Extension (VCE).
  2. Alumni status is granted to anyone who is no longer an active master gardener but still wishes to be a member of HMGA.
  3. Transfers from other areas can be members after they have been accepted by the Hanover office of VCE.
  4. Trainees and Interns are automatically enrolled during the first year of their training program.
  5. Members are bound by HMGA Bylaws.
  6. The Executive Board has the authority to remove any member if found to be in violation of HMGA rules and policies.

 

Section 2. Dues

  1. Dues will be set by the Full Board and will be ratified by the General Membership at the Annual Meeting.
  2. Dues are based on fiscal year of January 1 to December 31.
  3. Dues for Master Gardener Trainees and Interns will be waived for the year they begin their training.
  4. Lifetime membership is obtained through a one-time special payment.
  5. Members that have been granted Emeritus status by VCE will be exempt from dues.

 

 

Article IV

Executive Board

 

Section 1. Responsibilities

  1. Transact the necessary official business of HMGA to include duties as outlined in the job descriptions for each positon.
  2. Robert’s Rules of Order, Revised, current edition shall govern the conduct of all meetings.

 

Section 2. Officers. The elected officers of HMGA and the Executive Board are:

  1. President
  2. Vice President
  3. Secretary
  4. Treasurer
  5. Immediate Past President

 

Section 3. Elections. Officers will be elected by a majority of the eligible membership in attendance at the HMGA Annual Membership Meeting. Notification of the slate of officers will be distributed at least 15 days before the Annual Meeting.

 

Section 4. Terms of Office. The President and Vice President may be elected for no more than four consecutive terms. The Secretary and the Treasurer may serve as long as they are elected and willing to serve. Officers shall assume their official duties at the beginning of the fiscal year.

 

Section 5. Vacancy of Office. Should the president be unable to serve the Vice President shall assume that role. Should any other office become vacant, the Executive Board will appoint a replacement for the remainder of the current term.

 

Section 6. Duties of Officers. Details for policies and procedures for each position are included in Job Descriptions and SOPs as approved by the Executive Board.

  1. President. The President shall preside over all General and/or Special Meetings and Board Meetings of HMGa and shall oversee the work of the officers, the coordinators, and committees of HMGA. The President serves as the public spokesperson for the HMGA. The President shall prepare an Annual Report, in writing, of all HMGA activities and present this report at the HMGA Annual Membership Meeting in December. The President shall present a list of appointed coordinators and committee chairs to the board in January and publish a list to the membership.
  2. Vice President. The Vice President shall perform the duties of the President in the event of his/her absence and other such duties as assigned by the President.
  3. Secretary. The Secretary shall record the minutes of all Association membership meeting and all executive and general board meetings. The Secretary shall maintain and preserve a true and faithful record of each meeting and transfer these records to his/her successor. The Secretary will provide a copy of minutes to the full board for corrections and approval no later than 15 days after a meeting. The minutes will be published for the membership after full board approval. The Secretary shall handle correspondence as directed by the president.
  4. Treasurer. The Treasurer shall have responsibility for all funds and the bank account(s) of HMGA.
    1. All funds collected shall be deposited and disbursed from these accounts in a timely manner. The Treasurer shall make disbursements as authorized at full board meetings. Authorized payments are to be supported by vouchers or invoices.
    2. The Treasurer shall maintain a full and accurate account of receipts and disbursement.
    3. The Treasurer shall provide to the Full Board on a monthly basis a report to include a copy of bank account statements showing the activity for the previous month.
    4. All funds, records, files, and other HMGA properties in the Treasurer’s possession shall be turned over to a successor.
    5. The Treasurer shall recommend an annual budget to the full board in January, to be approved in February.
    6. An Audit committee independent to the Executive Board is to be appointed by the President in January to review the Treasurer’s accounts for the previous year and report to the Full Board no later than April of the current fiscal year.
  5. Immediate Past President. The Immediate Past President shall chair the Nominations/Elections committee and other activities as the current President may deem necessary.

 

Section 7. Quorum. A majority of the Executive Board in executive session shall constitute a quorum. Vacant positions will not count in determining a quorum.

 

Section 8. Majority Vote Required. All actions and business conducted by the Executive Board in executive session shall be by a majority vote.

 

Section 9. Meetings. The Executive Board shall meet as often as necessary to carry out HMGA business. The Executive Board shall meeting in executive session for sensitive membership issues. If circumstances warrant, two members of the executive board may call a special meeting to be convened by the president.

 

Section 10. Communications. Communications to members will be done by email. Documents concerning HMGA will be posted on the HMGA website in the members section.

 

Article V

Full Board

 

Section 1. Full Board. The Full Board shall consist of:

  1. The Executive Board
  2. Coordinators not to exceed 5 in number

 

Section 2. Coordinators. All Coordinators are appointed by the President for a one year term of service coinciding with the fiscal year. They may be reappointed. Coordinators are voting members of the Full Board. The Coordinators include but are not limited to:

  1. Help Desk Coordinator
  2. Plant Clinic Coordinator

 

Section 3. Quorum. A majority of the Full Board in Full Board meetings shall constitute a quorum. Vacant positions will not count in determining a quorum.

 

Section 4. Meetings. The Full Board shall meet at least 10 times a year. The meetings dates, times and place will be published and will be open to all HMGA members.

 

Section 5. Coordinator Vacancies. The President shall appoint Coordinator vacancies as necessary.

 

Article VI

Committees

 

Section 1. Committees. Chairpersons shall be appointed by the President. The term will be one year and they can be reappointed. Each will be responsible for presenting or sending a report to each Full Board Meeting as to the status of their committee business. Details for policies and procedures for each position are included in Job Descriptions and SOPs as approved by the Executive Board.

 

Section 2. Standing Committees. The Standing Committees may include and are not limited to:

  1. School Grants
  2. Plant Sale
  3. Communications
  4. Home Gardening Series
  5. Trips and Tours
  6. State Fair
  7. Scotchtown
  8. Membership
  9. Roots and Shoots
  10. Training Program Leader
  11. Virginia Master Gardener Representative
  12. Speakers Bureau
  13. Mentor Program
  14. Library Spring Break Program
  15. Home Visits

 

Section 3. Special Committees. Special committees shall be appointed as needed by the President with the approval of the Executive Board and their term of service shall continue until the activity for which they were appointed has been completed. The Special committees may include and are not limited to:

  1. Audit – This committee shall consist of a chairperson and two qualified members.
  2. Nominations/Elections – This is typically chaired by the Immediate Past President if that position is filled. If the chairperson is other than the Immediate Past President he/she will not have voting rights at Board Meetings.

 

Article VII

General Membership

 

Section 1. Meetings. The purpose of the General Membership Meetings is to report on activities of the Association, provide continuing education to the membership, and transact business of the Association.

  1. There shall be four General Membership Meetings each year as scheduled by the Executive Board
  2. One of the four meeting shall be the Annual Meeting
  3. Business not included on the Agenda cannot be voted on
  4. Special Meetings can be called by the Executive Board as necessary or by twenty-five percent of the Association members

 

Section 2. Annual Meeting. The purpose of the Annual Meeting is to elect officers, give an Annual Report of the activities of the previous year and conduct other HMGA business as necessary.

 

Section 3. Notice of Meetings. Notice of place, time, and date of meetings must be made available not less than 15 days before the meeting date.

 

Section 4. Majority Vote Required. All actions by the members shall be by majority vote of the eligible members present.

 

Article VIII

Amendments and Procedures

 

Section 1. Amendments.

  1. Notification of proposed bylaw amendments must be given to the HMGA membership at least 45 days before a scheduled meeting
  2. The proposed amendments must be presented to the membership in writing at least 15 days before the scheduled meeting
  3. A two-thirds majority of the vote eligible members present is required to approved any amendments

 

Section 2. Procedure. Robert’s Rules of Order, Revised, Current Edition shall govern the conduct of all meetings.

 

Article IX

Dissolution

 

Section 1. Dissolution Procedure.

  1. The HMGA may be dissolved by the membership.
  2. The proposal of dissolution shall be communicated to the General Membership no less than 45 days prior to the vote.
  3. The vote for dissolution may occur at a General Membership Meeting or a duly called Special Meeting. Notice of a vote for dissolution shall be communicated not less than 45 days prior to the vote.
  4. A vote of two-thirds majority of qualified members as determined by association secretary present at the General Membership Meeting or duly called Special Meeting is required for dissolution.

 

Section 2. Distribution of Remaining Assets.

  1. The President must file any required local, state, or federal documents, reports, notices and tax returns within 60 days of dissolution.
  2. The Treasurer must pay all outstanding bills including any tax liabilities within 30 days of dissolution.
  3. The disposal of any and all remaining assets and/or obligations shall be determined by a vote of two-thirds of the members present at Special Meeting of the General Membership.

 

 

Section 3. Final Dissolution. IRS and State Cooperation Commission guidelines for dissolution in effect at the time of dissolution will be followed.

 

 

 

 

 

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