BYLAWS

ARTICLE I

General Provisions

Section 1. Name: The name of the organization will be Lenox Garden Club.

Section 2. Location: The address of the organization will be P.O. Box 552, Lenox, MA 01240

Section 3. Fiscal Year: Except as from time to time otherwise determined by the members, the fiscal year of the organization will end on the 31st day of May each year.

ARTICLE II

Mission

The Mission of the Lenox Garden Club is to nurture our natural habitat with inspiration and imagination.

Members shall reflect the values that have been articulated by the Club. Those values include respect, cordiality, friendship, trust, commitment, action, collaboration, knowledge, and responsibility.

Responsibilities

The Club is organized for these purposes and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal Income Tax under IRS 501(c)(3) or corresponding provisions of any subsequent Federal tax laws.

At least two members must have access to the website, archives, financial accounts, GCA administration, and virtual communications.

No part of the net earnings of the organization shall inure to the benefit of any member, trustee, director, officer of the Club or any private individual (except that reasonable compensation may be paid for services rendered to or for the club), and no member, trustee, officer of the Club or any private individual shall be entitled to share in the distribution of any of the Club’s assets on dissolution of the Club.

No substantial part of the activities of the Club shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by IRS 501(c)(3) or participating in or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidates for public office.

In the event of the dissolution, all of the remaining assets and property of the organization shall, after necessary expenses thereof, be distributed to another organization(s) exempt under IRS 501(c)(3) or corresponding provisions of any subsequent Federal tax laws. The tax exempt organization(s) shall be selected and approved by the Executive Committee and the members of the Club.

The Club may be a partner in any enterprise in which it would have power to conduct by itself.

The Club may contract with any organization, group or individual for services within the limit of the law.

The Club may improve, operate, sell, lease or otherwise dispose of real or personal property.

The Club may solicit and accept gifts or money, securities and real and personal property from any firm, person, corporation, trust association, organization or agency of any kind, public, governmental or private, to invest and reinvest the funds of the organization and to borrow money and issue evidence of indebtedness therefore and to secure the same mortgage, pledge, or otherwise.

ARTICLE III

Membership

To be eligible for membership, candidates must take an active interest in horticulture, flower arranging or conservation.

Section 1. Active Members: Active members shall enjoy the full rights and privileges of membership, including the right to hold office, the right to vote and membership in The Garden Club of America. It is expected that they attend at least five meetings a year. A member should be willing to serve as an officer, committee chair or committee member and to share in the work of the Club.

Section 2. Associate Members: After fifteen years of membership in the Lenox Garden Club, a member may request in writing to the Treasurer (by May 31st of any year), the privilege of becoming an 68 Associate Member, thus being relieved of Club responsibilities. Associate Members are included in The Garden Club of America listing for the Lenox Garden Club. They receive the GCA Bulletin and have all the privileges of full membership in the Lenox Garden Club and pay dues.

Section 3. First Year Members: First Year Members are expected to attend five meetings out of the regularly scheduled Club meetings. If possible, they should attend one flower arranging workshop, one horticulture workshop and one conservation workshop. They are expected to participate in major Club projects. They shall not have the right to hold office nor propose new members but shall have the right to vote and be included in the GCA membership. At the end of their first year, the new member may become an active member. The Membership Chair will oversee the fulfillment of these obligations.

Section 4. Transfers, Resignations and Special Circumstances: Under particular circumstances exceptions to these membership regulations may be made by the Executive Committee. Any member who requests a leave of absence must continue to pay dues. A member who changes status, address, email, or who resigns should notify the Communications Chair and President(s). The Executive Committee may take action to suspend or rescind membership when a member fails to uphold the Values of the Club listed in the Mission Statement.

ARTICLE IV

Meetings

Section 1. Meetings of Members: There shall be a minimum of nine regular meetings of the Club during the year. They shall be held on the first Wednesday of the month, unless a change in date is approved by the President(s). A member may occasionally bring a guest at the convenience of the hostess. Twenty members will constitute a quorum to conduct business.

Section 2. Executive Committee Meetings: Executive Committee meetings shall be held at the call of the President(s) who also will determine the location of the meeting. Half the members shall constitute a quorum.

Section 3. The Annual Meeting: The Annual Meeting will be held in June, immediately following the membership meeting. Under extreme circumstances the Annual Meeting may be delayed. The membership may vote via email to approve the budget, the minutes of the previous Annual Meeting, and the new slate of officers if there cannot be an Annual Meeting in June.

Section 4. Action at Meetings: At all meetings of the members the vote of each member must be cast in person unless the Executive Committee shall determine that proxies may be solicited. A proxy may be solicited with respect to a particular meeting, in which event members may vote either in person or by written proxy dated not more than six months before the meeting named therein. Proxies shall be filed with the Secretary of the meeting before being voted. At any meeting of the members at which a quorum is present, the vote of the majority of those present or represented by proxy shall decide any matter, unless a different vote is specified by law or these bylaws.

ARTICLE V

Election of Members

Section 1. Election of Members: Candidates shall be proposed by one member and seconded by two other members of the Club who shall send the candidate’s name, address and qualifications in writing to the Membership Chairman. They should be personally known to one or more members of the Membership Committee. The Membership Committee shall present the name at its next meeting and shall have the power to recommend qualified candidates to the Executive Committee. The Executive Committee shall have the power to elect a new member by affirmative vote of 80% of the Executive Committee members present or voting by proxy. No candidate’s name shall be submitted more than twice. No Club member may write more than two letters nominating and/or seconding in a fiscal year. Upon election of a new member, the Chairman of the Membership Committee shall write a letter and, if possible, make a personal visit inviting the candidate to become a First Year Member.

ARTICLE VI

Officers

Section 1. Officers: The officers shall be a President and Vice- Present or Co-Presidents, a Recording Secretary, a Treasurer, and such other officers as the Executive Committee and members may determine. Any officer may resign her position in a written resignation sent to the Communications Chair and President(s).

Section 2. Election: The officers shall be elected at the Annual Meeting by a majority vote of those present or by proxy and shall hold office for two years or until their successors respectively are elected. Any other officers determined necessary by the membership may be elected at the same time.

Section 3. President: The President(s) shall preside at all meetings of the Membership. If the President(s) is absent, another officer shall preside. The President(s) shall have such responsibilities and duties as are dictated by the office and as may be vested in her by these bylaws or by the members.

Section 4. Vice President: The Vice President shall assist the President as needed.

Section 5. Treasurer: The Treasurer, subject to the direction of the members, shall have general charge of the financial affairs of the Club and shall keep full and accurate accounts. She shall have custody of all funds, securities, and accounts of the Club. She shall render a statement of the financial affairs of the Club at Executive Committee meetings, at the Annual Meeting, and, upon request, to the President(s). She shall have such other powers as may be vested in her by these bylaws or from time to time designated by the members.

Section 6. Recording Secretary: The Recording Secretary takes minutes of all Executive Committee and Membership meetings. She shall retain a copy of the minutes and send a duplicate to the President(s), each member of the Executive Committee, and, once approved, to the Archives Chair. In the absence of the Recording Secretary, a temporary Secretary designated by the person presiding at the meeting shall perform the duties of the Secretary..

ARTICLE VII

Election of Officers

Section 1. Election of Officers. A Nominating Committee of five, which shall include at least two past Presidents, if possible, shall prepare a slate of candidates for officers to be presented to the Executive Committee by its March meeting. If approved, the slate will be presented at the Annual Meeting. A majority vote of the members, in person or by proxy, shall be necessary for election. The Nominating Committee shall have the power to fill the unexpired term of any officer who is unable to serve, on a temporary or permanent basis

ARTICLE VIII

Committees

Section 1. Executive Committee: The Officers and the Chairs of the Standing Committees constitute the Executive Committee. At the discretion of the President(s), Chairs of Special Committees may be included in meetings but may not vote. The Executive Committee conducts the business of the Club and is responsible for its policies. All questions dealing with matters not specifically defined in these bylaws shall be managed and determined by the Executive Committee. The Executive Committee and all committees shall adopt their own methods of procedure, except that no action of the Executive Committee shall be binding unless consented to by a quorum of half of its voting members. Each Standing Committee shall be limited to one vote.

Section 2. Standing Committees and Positions: There shall be the following Standing Committees: Awards, Communications, Conservation, Floral Design/Flower Show, Horticulture, Membership, Nominating, Policy, Program, and two Member-at-Large positions. Each chair shall be appointed by the President(s) in consultation with the Nominating Committee.

Section 3. Special Committees: The President(s) shall have the power to appoint any Special Committees as needed.

Section 4. Appointment of Committees: In appointing the Nominating Committee, the President shall include at least two past presidents of the club, if possible.

ARTICLE IX

Dues

Section 1. Dues, which include membership in The Garden Club of America, shall be payable to the Treasurer. A notice as to the amount of the annual dues will be sent by May 1. Resignations should be presented in writing before May 31st, otherwise payment for the forthcoming year will be expected. Members admitted after December 1st will be billed for one half of the yearly dues.

Section 2. It is expected that dues will be paid within thirty days (30) of due date. Members who have not paid dues by July 1st may be removed from the membership lists and so notified by the Treasurer.

ARTICLE X

Miscellaneous Provisions

Section 1. Execution of Instruments: All contracts, deeds, leases, bonds, notes, checks and other instruments authorized to be executed by an officer of the Club in its behalf shall be signed by the President(s) or the Treasurer.

Section 2. Voting of Securities: Except as the members may otherwise designate, the President(s) or Treasurer may appoint person or persons to act as proxy or attorney in fact for this Club at any meeting of stockholders of any corporation, the securities of which may be held by the Club.

ARTICLE XI

Amendments of Bylaws

Section 1. Proposed amendments shall be sent to the President(s) in writing over the signatures of at least three members of the Club. They shall be presented at the next meeting of the Executive Committee and, if approved, communicated to all members at least one month before being voted on at a Club meeting. Two-thirds of those present, in person or by proxy, shall be required for ratification.

Approved by the Membership March 12, 2025