Ashland Garden Club, Inc. Bylaws 

(Membership Approved October 6, 2025)

ARTICLE I                NAME

The Name of this organization shall be Ashland Garden Club, Inc. It is a nonprofit 501(c)(3) organization.

ARTICLE II               OBJECTIVES

The objectives of the Club shall be to:

  • Stimulate the knowledge and love of gardening;
  • Aid in the protection of native trees, shrubs and plants;
  • Aid in the protection and conservation of birds and other natural resources;
  • Promote civic beauty
  • Promote and support youth activities in these objectives;
  • Cooperate and support other agencies interested in these objectives.

ARTICLE III             NONPROFIT TAX REQUIREMENTS

As of August 2003, Ashland Garden Club, Inc., is organized exclusively for charitable, educational and scientific purposes, including, for such purposes, the making of  distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. No part of the net earnings of the organization shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Dissolution:   In accordance with Federal and State rules, upon dissolution of the Ashland Garden Club (AGC), the acting Board will decide how to distribute assets to one or more 501(c)(3) non-profit organizations, after all liabilities are paid.  Compliance Rule: Detailed records of asset distribution shall be kept in accordance of state and federal rules to assure assets are not for private benefit. In a timely manner,  the AGC Treasurer will file all necessary paperwork with the IRS and State of Oregon, then inform the Board by a written and dated letter when this has been completed. 

ARTICLE IV             MEMBERSHIP

Section 1. Qualifications for membership are an active interest in gardening, and a willingness to share in the work and responsibilities of the Club.

Section 2. Those joining after April 1 will have their dues applied to the next fiscal year. 

Section 3. Honorary Members are members for life with all of the privileges of membership and no obligations or dues. Honorary membership is a special honor conferred by the Club to show appreciation for outstanding service or for many years of loyal service and cooperation. Candidacy must be approved by the Board of Directors and the candidate. A positive vote by the membership confers the honor.

ARTICLE V               GENERAL MEETINGS

Section 1.   Regular membership meetings shall be held monthly at a time and location recommended by the Board of Directors.

Section 2.   Changes in meeting time require notification and approval of the Board of Directors.  The membership will be notified.

ARTICLE VI             OFFICERS’ DUTIES

Section 1. The elected officers of the Club shall be the President, First Vice-President(s), Second Vice-President(s), Secretary/Director of Information, Treasurer, and Director of Computer Services, and shall be designated as the Executive Board. The elected officers and the appointed chairs shall be designated as the Board of Directors.

Section 2. The President shall preside at all meetings of the Club; shall be ex-officio member of all committees except the nominating and auditing committees; shall appoint committees as needed; shall perform all other duties of the office and shall give an annual report. The President may, in the absence or disability of the Treasurer, sign or endorse checks.  The President shall be the official spokesperson for the Club.

Section 3. The First Vice-President(s) shall perform the duties of the President in case of the President’s absence or disability and shall oversee the refreshment committees and properties, in addition to such other duties as the President shall designate.

Section 4. The Second Vice-President(s) shall serve as program chair, in addition to such other duties as the President shall designate.

Section 5.  The Secretary shall keep the minutes of all meetings of the Club and of the Executive Board, and shall conduct the correspondence of the Club, in addition to such other duties as the President shall designate.  The Secretary shall be considered the main Information Officer and coordinate with the Director of Computer Services, as needed.

Section 6. The Treasurer shall have charge of all funds, paying all bills by check and keeping receipted bills on file; shall keep itemized records of receipts and expenditures. Any change of system must be approved by the Executive Board. The Treasurer shall make monthly and annual reports and shall file all necessary tax forms, in addition to such other duties as the President shall designate. The Treasurer’s books shall be open for inspection by the Executive Board at any time.

Section 7.  The Director of Computer Systems shall plan, coordinate, and direct computer related activities and systems of the Club.

Section 8.  The outgoing President shall continue on the Board in an advisory position and as parliamentarian for the following board’s term, typically 2 years. The parliamentarian shall act as an advisor to the President in matters of parliamentary law and usage.

ARTICLE VII                        BOARD OF DIRECTORS

Section 1.  Definition: The Board of Directors shall consist of all officers and the chairs of all standing committees of the Club.

Section 2.  Advisory: The Board of Directors shall serve as an advisory body for the President, shall study and discuss pending business, and shall present recommendations for action in order to expedite the business sessions in Club meetings.

Section 3.  Emergencies:  In emergencies, the Executive Board shall be empowered to transact business for the Club.

Section 4.  Meetings: The Board of Directors shall meet monthly during the Club’s fiscal year except June, July, and December.  November Board meetings are held as needed. A meeting of the Board of Directors may be petitioned by not less than one-half of the Executive Board.  Board meetings may be held with one or more participants attending by telephone conference call or other interactive means of conducting conference communications constitute meetings where valid decisions may be made.  To the extent permitted by law and these bylaws, business may be transacted by electronic communication or by mail, in which case a report of such action shall be made part of the minutes of the next meeting.  A quorum shall consist of seven members, three of whom shall be elected officers.

Section 5.  Vacancies: Vacancies among the Board of Directors shall be filled by appointment by the remaining board members.

Section 6.  Removal from Office:  A member of the Board of Directors may be removed with or without cause by a two-thirds vote of the Board of Directors.  The individual shall be given 30 days’ written notice of the proposed removal.

ARTICLE VIII          FINANCIAL ADMINISTRATION

Section 1.  Fiscal Year: The fiscal year shall be from July 1 to June 30, inclusive.

Section 2.  Dues: Any proposed change of dues shall be determined by a vote of the membership. Dues must be paid by the first general meeting in June, except as provided in Article IV, Section 2.

Section 3.  Budget: Prior to the May meeting, a budget committee shall be appointed by the President to prepare a budget for the ensuing year. The Treasurer shall serve as the Chair of the budget committee. 

Section 4.  The Treasurer shall present a proposed budget to the Board of Directors for review and approval at the August Board meeting.

Section 5.   The Executive Board shall provide an annual financial review of the Treasurer’s books to be completed by August 1 by an internal financial review committee.

ARTICLE IX             COMMITTEES

The newly elected President shall appoint standing committees to carry out the work of the Club.  The names of these committee chairs shall be listed in the Yearbook, and these committee chairs shall make reports to the President, and the Board, at board meetings.

ARTICLE X               NOMINATIONS

Section 1.

a) A nominating committee shall be appointed by the Board of Directors biennially in January. The committee shall consist of three members, all active during the current year.  One must be a past President, or past district officer.

b) The nominating committee will present a slate of officers at the March meeting. Election will be held at the April Club meeting when nominations may be made from the floor with the consent of the nominee(s).

c) If there is more than one nominee for an office, the election must be by ballot.

d) A majority vote of members present shall elect the officers for one 2~year term.

Section 2.   Installation of Officers shall be held at the May meeting. The incumbent officers shall serve until their successors are duly installed. Retiring officers shall preserve and transfer promptly all material and records belonging to their successors.

ARTICLE X               BYLAWS

Section 1. Amendments: These Bylaws may be amended at any regular meeting of the Club by a two-thirds vote of the members present, provided the Executive Board has first studied and approved the changes, and that members have a month’s notice of the pending change.

ARTICLE XII                        PARLIAMENTARY AUTHORITY

Robert’s Rules of Order, Revised, shall be the authority for proceeding on all points not specified in the Bylaws.