The Nantucket Garden Club, Inc.
BY-LAWS
As revised and adopted August 29, 1979, August 11, 1982, June 27, 1984, August 28, 1985, June 27, 1990, August 25, 1993, August 24, 1994, June 23, 1999, July 10, 2002, August 18, 2004, August 16, 2006, August 27, 2008, August 24, 2011, August 22, 2018 and August 16, 2023
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BY-LAW 1 – DUES
1. All categories of membership, except Honorary, shall pay dues to the NGC.
2. Honorary Members shall be exempt from the payment of all dues and assessments.
3. The right to levy any assessment shall be reserved to the Members, and no Member shall be liable in any year for an assessment in excess of his/her annual dues.
4. Annual dues are due and payable at the Annual Meeting or at another date agreed upon by the Board. See Policy and Procedures for more details.
BY-LAW 2 – OFFICERS
1. The officers of the Club shall be a President, a First Vice President, a Second Vice President, a Corresponding Secretary, a Recording Secretary, a Treasurer, and an Assistant Treasurer. The Second Vice President, the Corresponding Secretary, the Treasurer, and the Assistant Treasurer shall be elected at one Annual Meeting. The President, the First Vice President, the Recording Secretary, and the Chair of the Nominating Committee shall be elected at the alternate Annual Meeting. The officers so elected shall hold office for two years, beginning on the first day of September following their election, and shall serve until the last day of August in the second year thereafter, or until their successors are respectively elected and assume their duties of office. No officer may be eligible for election to an immediately consecutive term in the same office, but may be eligible for a second term after an interval of at least two years. Any officer elected to fill an unexpired term is eligible for election to a full two-year term.
2. The President shall preside at all meetings of the Club and of the Board, which shall be conducted in accordance with Robert’s Rules of Order. She shall appoint the Chairs of Standing Committees with the exception of the Chair of the Nominating Committee, who is elected by the membership at the Annual Meeting. She shall sign all written contracts and obligations of the Club except bank checks, unless her signature on such checks is authorized by the Board. She shall exercise the usual functions pertaining to her office. She shall be empowered to pay bills up to $500.00 without special authorization of the Executive Committee. She shall select the voting delegates to the GCA Annual, Special, and Zone Meetings.
3. The First Vice President, or in her absence the Second Vice President, shall perform the duties of the President in the latter’s absence. She shall also perform the role of Club Administrator and provide GCA with the current Club membership roster.
4. The Second Vice President shall oversee the Club’s technology related activities for the internet and social media. She is responsible for ensuring all platforms are compliant with GCA guidelines. The second Vice President is responsible for all online account passwords, and website related relationships, budgets and services. She will assist the membership in website training and update the roster of members found on the website on an annual basis.
5. The Corresponding Secretary shall take attendance of Active and Provisional Members at each Regular meeting and record and acknowledge excused absences.
6. The Recording Secretary shall keep the minutes of the Club and of the Board. She shall send copies of the minutes of Board Meetings to all members of the Board and submit copies of all minutes to the Club Archivist at the end of each year.
7. The Treasurer is empowered to pay Club expenses as authorized by the Board. She shall render, or cause to be rendered, a report at each meeting of the Board and at the Annual Meeting of the Club, showing the financial condition of the Club. An audit shall be made of the Treasurer’s books at the discretion of the Board. The Treasurer is authorized to dispose of promptly for cash any stocks, bonds, or other intangibles received as donations. The Treasurer shall have general charge of the financial records and accounts of the Club. See Policy and Procedures for more information. She shall deposit all funds, securities, and title deeds of the Club in such safe deposit box, bank or banks as the Board may from time to time direct. Such funds, securities, and deeds shall be withdrawn from any such depository only upon the order of such person, or persons, as the Board by resolution shall from time to time designate. The NGC, Inc. is a non-profit charitable organization duly listed in Treasury Publication 78, and contributions to the Club are fully deductible to the extent provided by law.
8. The Assistant Treasurer shall perform the duties of the Treasurer in the absence of, or at the direction of, the Treasurer. See Policy and Procedures for details.
9. Vacancies in the Offices of the Executive Committee may be filled by the President until the next Annual Meeting.
BY-LAW 3 – STANDING COMMITTEES
1. The Standing Committees of the Club shall be Archives; Awards; Boutique; Communications/Bulletin; Conservation; Daffodil Flower Show; Finance; Gallery Walk; Garden History and Design; Grants; Green Thumb Flower Show; Hadwen House Garden & Main Street Fountain; Horticulture; Hospitality; House Tour; Membership; Nominating; Program; Properties; Provisionals; Publications/Websites; Scholarship; Visiting Gardens; By-Laws; and, if needed, New Projects. The Chairs will appoint Committee Members as needed.
2. The Archives Chair shall be responsible for collecting Committee reports and storing them. See Policy and Procedures for more details.
3. The Awards Committee shall promote members’ interest in the GCA, Zone, and NGC Awards. It shall also be responsible for all records of awards given by the Club and for the engraving and safe keeping of the Club’s trophies.
4. The Boutique Chair shall acquire merchandise that is in keeping with the purposes of the Club and sell such merchandise at Club meetings, the Daffodil, Green Thumb and House Tour events and any other venue approved by the Board.
5. The Conservation Chair shall promote the interest of the Club in protecting the natural resources of Nantucket Island and its environment. It shall keep the Club informed of national and local conservation interests and concerns. It shall promote and support local efforts to this end. The Conservation Chair shall be responsible for sending to the Program Chair detailed information about the Conservation Program in final form for printing.
6. The Daffodil Flower Show Chair(s) shall plan an annual Daffodil Show in cooperation with the American Daffodil Society, and shall put such a plan into effect and encourage competition and civic participation.
7. The Finance Committee shall assist the Treasurer in the preparation of an Annual Budget and will be available at the request of the President and/or the Treasurer to advise the Board on matters of finance and budget.
8. The Garden History and Design Chair shall choose and document a distinctive garden on Nantucket, either historical or contemporary, for submission to the Smithsonian Institution Archives of American Gardens. Garden Club of America Garden History & Design Guidelines are to be followed. The Committee is meant to further knowledge and interest in garden design and may do so by sponsoring programs and workshops.
9. The Grants Committee shall oversee the process of awarding financial grants to applicants from organizations in the Nantucket community which foster the purposes of the Club.
10. The Green Thumb Flower Show Chair(s) or Gallery Walk Chair(s) shall plan a program to promote com- munity interest and participation in gardening and flower-arranging.
11. The Hadwen House Garden and Main Street Fountain Chair shall be responsible for the maintenance of Hadwen House Garden, which the Club maintains as an 1850 historic garden. She shall also maintain seasonal plantings in the Main Street Fountain.
12. The Horticulture Chair shall promote the interest of the Club in horticultural matters. The Horticulture Chair shall be responsible for sending to the Program Chair the information about the Horticulture Program in final form for printing.
13. The Hospitality Chair shall be responsible for Club hospitality. She shall be responsible for making arrangements for the refreshments before each Regular Meeting, and the luncheon for the Annual Meeting. See Policy and Procedures for more information.
14. The House Tour Chair(s) shall plan and execute this annual fund-raising event.
15. The Membership Committee shall consist of eight members of the Club, five of whom are voting members. The Chair of the Membership Committee will be appointed by the President. Five voting members of the committee will include: Chair of Provisionals, Chair of Hadwen House Garden, Corresponding Secretary and two At-Large members appointed by the Membership Chair. One At-Large member will be a member of the Club for more than five years, and one At-Large member will be a member of the Club for less than five years. The Membership Chair, the President, and Treasurer of the Club shall serve as Ex-Officio members of the Membership Committee.
16. The Nominating Committee shall consist of five members. The immediate past President serves as a voting member at large for 2 years and then serves as the Nominating Chair for 2 years, one member of 3 to 5 years, 1 member of 6 to 10 years, and 1 member of 11 years or more. The last three members shall be chosen by lottery. Only Active Members may serve on the Nominating Committee. Any Active Member may submit her name to the Nominating Committee for inclusion in the lottery pool. Annually, after due consideration, the committee shall nominate a slate of candidates for election to the forthcoming vacancies in Club offices.
17. The Program Chair shall be responsible for planning a well-rounded annual program for the Club in consultation with the President, including arrangements for Club meeting places and securing and introducing lecturers and speakers. The Program Chair shall be responsible for sending to the Publications Chair the annual program of regular meetings in final form for printing.
18. The Properties Chair shall be responsible for the care of Club properties and work with the Daffodil, Green Thumb, Gallery Walk and House Tour Committees, as needed.
19. The Provisional Chair shall offer assistance to Provisional Members and supervise their activities.
20. The Communications/Bulletin Chair shall be responsible, in conjunction with event chairmen, for arranging such publicity as will best promote the interest and activities of the Club. The Communications/Bulletin Chair shall be responsible for keeping the Zone 1 Communications Representative informed of NGC activities and events. She shall promote members’ interest in contributing articles to the GCA Bulletin and shall submit dates of Club activities to the GCA Bulletin.
21. The Publications Chair shall be responsible for collating, printing, proofreading, and sending members the annual membership and committee lists, programs, and related materials by a specified date. The Publications Chair shall gather from the appropriate Chairs all materials which are to be included with the membership list in the annual distribution.
22. The Scholarship Committee will solicit and review applications from Nantucket High School seniors and graduates. The Committee may award the scholarship funds in the amounts they feel appropriate. For more details see Policy and Procedures. The Scholarship Chair shall keep the club apprised of the current GCA program of grants, scholarships and fellowships.
23. The Visiting Gardens Chair shall keep up-to-date lists of gardens which may be of interest to touring visitors and shall send a current list to GCA Headquarters. It shall also provide garden tours as appropriate.
24. The By-Laws Committee shall review the Constitution and By-Laws not less than every five years and recommend changes as needed.
25. Additional committees shall be created when appropriate.
BY-LAW 4 – THE BOARD
1. In addition to the Executive Committee composed of the elected officers of the Club, the Board shall consist of the Chairs of the Standing Committees and not more than four members-at-large who shall be appointed by the President. These members-at-large may not serve consecutively for more than two years but may be reappointed after one year’s absence from the Board in this capacity. The retiring President shall be a member of the Board ex-officio for one year after her successor has assumed the duties of this office.
2. The Board shall have general charge, control, and management of the affairs, funds, and properties of the Club. It shall have full power, and it shall be its duty to carry out the purposes of the Club as provided in the Constitution. In addition, it shall have sole power to authorize the borrowing and investing of money on behalf of, and for the purposes of, the Club, and to authorize and direct the execution of such documents as may be necessary to that end.
3. The Board shall have the power to transfer Active members to Affiliate Membership when eligible or when otherwise justified. These transfers should be recommended by the Membership Chair in advance.
BY-LAW 5 – MEETINGS
1. Regular meetings of the Club shall be held in Nantucket on the last Wednesday in June, on most Wednesdays in July and August, or at the Executive Committee’s discretion. The Annual Meeting will be held in August. NGC Executive Committee members will be elected at this meeting. Members may bring one guest to any meeting except the Annual Meeting.
2. Special meetings of the Club may be held in Nantucket at any time during the period from June fifteenth to September fifteenth upon call of the President or of a majority of the Board, issued on ten days notice in writing, FAX, or email, addressed to all of the members at their Nantucket addresses. Any such call shall state the purposes of the meeting, and no other business may be transacted.
3. Meetings of the Board may be held at any place upon call of the President or of a majority of such Board, issued on five days notice in writing or by telephone, FAX, or email.
4. For voting purposes, forty eligible (Active and Affiliate) Members of the Club shall constitute a quorum at a Regular Membership Meeting. For the Board, eighteen Members shall constitute a quorum during the active summer season, or seven during the winter months.
BY-LAW 6 – FISCAL YEAR
1. The fiscal year of the Club shall be from the first day of September until the thirty-first day of August inclusive in each year.
BY-LAW 7 – AMENDMENTS
1. Notice of proposed amendments to this Constitution and to these By-Laws shall be furnished to the Corresponding Secretary at least fifteen days before the meeting at which it is proposed that they be considered. The Corresponding Secretary shall cause the same to be distributed to the members at least ten days before the meeting.
2. Amendments may be made at any meeting of the Club, including the Annual Meeting, by a two-thirds vote of those present in person or by proxy, provided such amendments have been proposed in accordance with Section 1 of this By-Law.