Bylaws

Bylaws

Bylaws of

Oklahoma Gardeners

Association

 

Contents

 

SECTION 1................................................................................................................................. 4

GENERAL:.................................................................................................................................. 4

1.1     Name................................................................................................................................ 4

1.2     Purpose............................................................................................................................. 4

1.3     Tax Exempt Status.............................................................................................................. 4

 

SECTION 2................................................................................................................................. 4

LOCATION:................................................................................................................................ 4

2.1     Registered Office................................................................................................................. 4

2.2     Other Offices....................................................................................................................... 4

SECTION 3.................................................................................................................................. 4

MEMBERSHIP:............................................................................................................................. 4

3.1     Voting Membership Classification............................................................................................ 4

3.2     Non-Voting Membership........................................................................................................ 5

3.3     Dues................................................................................................................................... 5

3.4     Voting Rights....................................................................................................................... 5

3.5     Membership Term................................................................................................................. 5

3.6     Quorum............................................................................................................................... 5

3.7     Meetings.............................................................................................................................. 5

3.8     Notice of Meetings................................................................................................................. 6

3.9     Member Duties..................................................................................................................... 6

3.10   Termination of Membership.................................................................................................... 6

3.11   Membership List................................................................................................................... 6

3.12   Procedures........................................................................................................................... 6

 
SECTION 4.................................................................................................................................. 6

BOARD OF DIRECTORS:............................................................................................................... 6

4.1     Number............................................................................................................................... 6

4.2     Duties................................................................................................................................. 6

4.3     Composition......................................................................................................................... 7

4.4     Nomination.......................................................................................................................... 7

4.5     Elections............................................................................................................................. 7

4.6     Term of Office and Term Limits.............................................................................................. 7

4.7     Removal or Resignation......................................................................................................... 8

4.8     Vacancies or Newly Created Directorships................................................................................ 8

4.9     Compensation...................................................................................................................... 8


SECTION 5.................................................................................................................................. 8
MEETINGS OF THE BOARD:......................................................................................................... 8

5.1     Meetings............................................................................................................................. 8

5.2     Quorum.............................................................................................................................. 9

5.3     Notice................................................................................................................................. 9

5.4     Procedures.......................................................................................................................... 9

5.5     Voting................................................................................................................................ 9

5.6     Physical Meetings................................................................................................................ 9

5.7     Virtual Meetings................................................................................................................ 10

5.8     Action Taken Without Notice of a Meeting............................................................................. 10

 

SECTION 6............................................................................................................................... 10

OFFICERS:............................................................................................................................... 10

6.1     Officers............................................................................................................................ 10

6.2     Term of Office................................................................................................................... 10

6.3     Nomination....................................................................................................................... 11

6.4     Election............................................................................................................................ 11

6.5     President.......................................................................................................................... 11

6.6     Vice-President. The Vice-President shall have the following duties:........................................... 11

6.7     Secretary.......................................................................................................................... 11

6.8     Treasurer.......................................................................................................................... 12

6.9     Removal and Resignation.................................................................................................... 12

6.10   Vacancies.......................................................................................................................... 12

6.11   Delegation of Duties........................................................................................................... 12

 

SECTION 7................................................................................................................................ 13

COMMITTEES OF THE BOARD:................................................................................................... 13

7.1     Committees....................................................................................................................... 13

7.2     Notice of Committee Meetings.............................................................................................. 13

7.3     Nominating Committee........................................................................................................ 13


SECTION 8................................................................................................................................ 14

AMENDMENTS AND CONSTRUCTION:........................................................................................ 14

8.1     Amendments to Bylaws....................................................................................................... 14

8.2     Construction and Terms...................................................................................................... 14


SECTION 9................................................................................................................................ 14

SIGNATURE PAGE:.................................................................................................................... 14

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SECTION 1

GENERAL:

1.1     Name. The name of the Corporation is Oklahoma Gardeners Association (hereinafter referred to as “the Association”).

1.2     Purpose. The purpose of the Association is to develop community programs that provide sound, research-based horticultural education.

1.3     Tax Exempt Status. The Association shall operate exclusively for charitable, scientific, and educational purposes, under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, 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.  The Association may do all things and perform all acts permitted a not for profit corporation under the laws of Oklahoma in furtherance of the above purposes within the requirements set forth under Section 501(c)(3) of the Internal Revenue Code, or corresponding sections of any future federal tax code.

 

SECTION 2

LOCATION:

2.1     Registered Office. The Registered Office of the Association will be maintained in the state of Oklahoma. A change of the Registered Office shall be filed with the Oklahoma Secretary of State.

2.2     Other Offices. The Association may have offices within the state of Oklahoma at such other places as the Board may designate from time to time as the business of the Association may require.

 

SECTION 3

MEMBERSHIP:

3.1     Voting Membership Classification. There shall be one (1) class of Voting Membership entitled to voting rights which shall consist of only Certified Members who have met the qualifications as defined in the policy and procedure document.

3.2     Non-Voting Membership. Non-voting membership classifications and qualifications shall be determined by the Board and such individuals shall be subject to any and all requirements set forth by the Board either in these Bylaws or through policies and procedures.  Only Certified Members, as specified in Section 3.1, shall be entitled to voting rights and/or benefits provided for in these Bylaws. Therefore, for the purposes of these Bylaws, “Membership”, and/or “Members” refer only to the voting Members of the Association (Certified Members) and not to any non-voting membership classification.

3.3      Dues. Members must pay annual dues (hereafter referred to as “Dues”) to be entitled to any rights under these Bylaws including voting rights. Dues shall be established by a vote of the Board; however, a dues increase of more than twenty-five (25) percent will not go into effect until after the Membership has had the opportunity to have a meeting and approve the dues increase. A majority of a quorum can approve a dues increase which is over a twenty-five (25) percent increase.

3.4     Voting Rights. Only Members who have met the requirements set forth in the Application for Membership, whose Application for Membership has been granted, and whose Dues are current will have voting rights. No Member shall have more than one (1) vote. Proxies may not be used.

3.5      Membership Term. The Membership Term shall be the same as the Calendar Year. Membership is not transferable or assignable to another individual.

3.6      Quorum. A quorum of the Members, as defined in Section 3.1, at meetings of the Membership shall consist of the Members present and voting but shall in no circumstance be less than five (5) Members. Members must be present in person to be counted for quorum. Should the Members fail to meet at least one (1) time in any given year, the Board may act on behalf of the Membership and be entitled to all rights provided to the Members under these Bylaws. All business brought before the Membership shall be conducted by a quorum and a majority vote of the Members shall determine all matters, including elections, brought before the Membership.

However, the following actions must be approved by the Members by two-thirds (2/3) of the votes cast:

  1. Dissolution;
  2. Merger;
  3. Sale of assets other than in the regular course of activities; and,
  4. Bylaws amendments and/or changes to the Certificate of Incorporation.

3.7      Meetings. The regular and special meetings of the Membership shall be held at a time and location determined by the Board. A meeting to elect Directors and Officers shall take place in the fourth quarter of the Calendar Year to allow Directors and Officers to begin their respective terms at the beginning of the following Calendar Year. In addition, regular and special meetings may be called by written petition of any five (5) Members or by the President. The President of the Association shall preside over meetings of the Membership unless determined otherwise by a vote of the Members.

3.8     Notice of Meetings. Notice of regular meetings shall be sent and/or provided to the Members not less than ten (10) days but with the most recent notice not more than sixty (60) days prior to the holding of the meeting. Notice of special meetings shall be sent and/or provided to Members not less than forty-eight (48) hours prior to the holding of the meeting.  All business brought before the Members may be acted upon at any regular meeting. However, only business set forth in the agenda provided with the notice of the special meeting may be acted upon by the Members. If a Member does not receive notice of a meeting, but attends the meeting, he/she shall be deemed to have waived notice of the meeting.

3.9     Member Duties. Duties of the Members are as follows:

  1. Maintain current dues, to be entitled to voting rights;
  2. Elect the Directors and Officers of the Association;
  3. Vote on issues provided for in section 3.6;
  4. Abide by the Bylaws and policies of the Association; and,
  5. Abide by the laws affecting the Association.

All other corporate powers necessary and incidental to taking action and conducting business of the Association shall be exercised by or under the authority of the Board.

3.10  Termination of Membership. Any Member may voluntarily terminate his/her Membership of the Association at any time. Any Member may be terminated with or without cause by a two-thirds (2/3) majority vote of the total number of the Directors at any meeting of the Board. Conflict resolution procedures shall be provided for in the policy and procedure document.

3.11  Membership List. No Member or individual shall use the membership list of the Association without prior approval of the Board.

3.12   Procedures. Membership meetings shall use a modified version of parliamentary procedure to foster open discussion. Conflicts in procedures shall be resolved in accordance with the current edition of Robert’s Rules of Order unless determined otherwise by the Association’s written policy or laws of Oklahoma.

 

SECTION 4

BOARD OF DIRECTORS:

4.1      Number. The Board of Directors (hereinafter referred to as “the Board”) will consist of not less than nine (9) and not more than seventeen (17) voting Directors. A minimum of four (4) Directors shall be the elected Officers while the remaining Directors shall be elected from the Membership to ensure control remains with the Membership.

4.2      Duties. The Board of Directors of the Association shall have all powers and authority which may be granted to a Board of Directors of a Corporation under the laws of Oklahoma except for those reserved for the Members in Section 3.6.

The duties of the Directors include the following:

  1. Exercise a duty of obedience to the Association’s central purpose in guiding all decisions;
  2. Exercise due care and act in good faith in all dealings and interests with the Association;
  3.  Exercise a duty of loyalty to the Association by avoiding and/or managing conflicts of interest;
  4.  Approve, periodically review, and/or amend these Bylaws prior to the final approval of the Members;
  5.  Develop, approve, periodically review, and/or amend organizational policies and procedures which may include duties in addition to those designated in these Bylaws;
  6.  Maintain a board manual containing approved policies and contemporaneous minutes and records of all meetings;
  7.  Ensure the Association is adequately funded;
  8.  Submit an annual financial report to the Membership;
  9.  Approve the annual budget and oversee the financial administration of the Association;
  10.  Review Form 990 prior to submission to the IRS or authorize the Budget Committee to perform such duty;
  11.  Review and approve all contractual agreements or authorize a Director(s) to execute such agreements in accordance with the policies of the Association;
  12.  Maintain annual Membership Dues, if applicable;
  13.  Sit on a minimum of one committee unless excused from such duty by a vote of the Board; and,
  14.  Perform such other duties as prescribed by the Board.

4.3     Composition. A Director must be at least a Certified Member. The Association shall strive to have Directors with areas of expertise relevant to the needs of the Association. An employee (if any) of the Association may not serve as a voting or non-voting Director.

4.4      Nomination. The Nominating Committee shall prepare a slate of potential candidates in accordance with Sections 4.1, 4.3, and 7.3 to present to the Members. The election shall take place at a regular meeting in the fourth quarter of the Calendar Year.

4.5      Elections. Elections shall be determined by a majority of a quorum of the Membership. If the slate is not approved, a majority of the Members may call for a vote on each slated candidate. Each slated candidate receiving a majority of the votes cast shall become a Director. The Members may request the Nominating Committee to provide an additional slate of candidates should a Director position(s) remain open. Elections may take place at any regular meeting of the Membership.

4.6     Term of Office and Term Limits. A Director’s term of office shall be for a period of three (3) years. Any Director may serve two (2) consecutive terms. Any individual who has served two (2) consecutive terms, resigned, or has been removed may be eligible for re-election as a Director after a period of one (1) year. A Director shall serve no more than a total of six (6) terms.  Upon resignation, removal, or vacancy of a Director, the respective successor shall serve the remainder of the term whereby a partial term shall not be considered as a full term when determining term limits. Service of a Director prior to the adoption of these Bylaws shall not be counted toward term limits. Partial terms in the establishment of the originating Board shall not be considered as a full term when determining term limits.

4.7      Removal or Resignation. Any Director who misses three (3) consecutive Board meetings may be deemed to have resigned as a member of the Board and cease to be a member thereof on the date of the third absence. At a meeting following the resignation, the Director may be reinstated by a majority vote of a quorum of the Board at the Director’s request. A two-thirds (2/3) majority vote of a quorum of Members may remove any Director at any time with or without cause at any regular or specially called meeting.  Any Director may resign at any time by giving written or verifiable electronic notice to the President or to the Secretary. Any resignation shall take effect upon receipt or at the time specified in the notice and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The resignation shall be acknowledged by the President, verified by a second Officer, and recorded in the minutes. No Director may resign if the Association would then be left without a duly elected Director(s) in charge of its affairs, except upon notice to the Oklahoma Secretary of State and to the Internal Revenue Service.

4.8      Vacancies or Newly Created Directorships. The Nominating Committee shall present to the Members candidates for vacancies resulting from term limits, resignation, removal, or newly created Directorships in accordance with Section 4.4. A majority vote of a quorum of the Membership may elect Directors for such vacancies or newly created directorships at any regular meeting of the Membership.  If, due to such vacancies, the number of Directors is less than nine (9) as stated in Section 4.1, a majority vote of the total number of Directors may elect Directors to fill such vacancies at any meeting of the Board until a meeting of the Membership is called. Those elected by the Membership shall assume their positions for the duration of the unexpired term.

4.9     Compensation. Directors shall serve without compensation. Directors may be allowed reasonable reimbursement of expenses incurred in the performance of their duties with prior approval of the Board. Reimbursement of expenses shall be reported to the Membership at the next meeting of the Membership.

 

SECTION 5

MEETINGS OF THE BOARD:

5.1      Meetings. There shall be a minimum of four (4) meetings of the Board per year. Regular meetings of the Board may be held at such times as shall be determined by the Board. Meetings of the Board shall be held at any place within the state of Oklahoma which has been designated by a majority vote of a quorum of the Board.

Special meetings of the Board for any purpose(s) may be called at any time by the President of the Board, by any three (3) Directors or by any seven (7) Members. No business shall be considered at any special meeting other than the purpose(s) mentioned in the notice of the meeting given to each Director. Special meetings of the Board may be held at a place so designated within the state of Oklahoma.

5.2      Quorum. A majority of the total number of Directors shall constitute a quorum. Directors present via any form of communication where all persons participating in the meeting can hear and speak to each other will be considered present at such meeting and shall be counted when determining a quorum. In the absence of a quorum, a majority of the Directors present at any meeting may vote to adjourn the meeting to another place, date, or time. Notice of any meeting adjourned and rescheduled in this manner shall be given as set forth in Section 5.3.

5.3      Notice. Any regular meeting of the Board will require no notice if the time, date, and location of such meeting were previously determined by the Board and distributed to the Directors. Directors not in attendance at the meeting setting forth the dates shall be given the dates, time, and location of such meetings within ten (10) business days following the meeting. For any regular meeting where the date, time, and location was not previously determined, notice shall be sent to the Directors at least ten (10) days but not more than thirty (30) days prior to the holding of the meeting.

For any special meeting, notice shall be sent to the Directors not less than twenty-four (24) hours but with the most recent notice not more than thirty (30) days, prior to the holding of the meeting.

Directors shall, in writing, provide to the Secretary of the Association instructions on how they wish to receive notice and any notice of meetings sent to them per their instructions shall be valid notices thereof. If a Director does not receive notice of a meeting, but attends the meeting, he/she shall be deemed to have waived notice of the meeting.

5.4     Procedures. Conflicts in procedures shall be resolved in accordance with the current edition of Robert’s Rules of Order as a procedural guide unless determined otherwise in these Bylaws, written policy, or state law.

5.5     Voting. Each Director shall have one vote. Routine business shall be transacted by a majority vote of a quorum of the Directors. Officers shall be elected pursuant to Sections 6.3 and 6.4. Proxies may not be used.

5.6      Physical Meetings. At any meeting of the Board, the Directors may vote by voice on all matters either in person, via electronic transmission, or via alternate means of communication where the Director can hear and be heard. The Association shall implement reasonable measures to verify that each person deemed present at the meeting and permitted to vote at a meeting by means of electronic transmission or alternate means of communication is a Director. However, upon demand by a Director, the Directors shall vote by ballot. In such event, each ballot shall state the name of the Director and such other information as the Board may require under the procedure established for the meeting. Directors present via electronic transmission or alternate means of communication may send their ballot to the Secretary, or designee, provided that the electronic transmission shall set forth or be submitted with information from which it can be determined that the electronic ballot was authorized by a voting Director. Ballots may be distributed and returned via email. If proper authorization cannot be determined, the Director must mail or fax a signed ballot to the Secretary, or designee.

5.7      Virtual Meetings. Virtual meetings may take place via any form of alternate means of communication including email, video conferencing, on-line meeting, or other method of meeting where all participants have the ability to contemporaneously send and receive information discussed. The Board may vote by voice, email, or other electronic medium during electronic meetings. However, the President or any two (2) Officers may call for an electronic vote by written ballot. For electronic ballot voting to represent an action of the Board, all of the following conditions must be met:

1. All Directors must have access to a ballot;
2. The ballot shall set forth each proposed action and provide for a vote for or against each proposed action;
3. A majority of the total number of Directors must vote thereby ensuring a quorum of the Board has voted;
4. The ballot must be received within the voting period established on the ballot which shall not be less than twenty-four (24) hours and not more than three (3) days;
5. Receipt of a ballot shall be acknowledged by an Officer, or designee;
6. A ballot must be submitted by a Director;
7. All ballots shall be made public to the Board; and,
8. All ballot results shall be maintained with the minutes of the Association.

The Association shall implement reasonable measures to verify that each ballot cast was from a Director. Virtual meetings shall not be used to amend the budget, create, or amend the financial policies, or determine employment matters.

5.8     Action Taken Without Notice of a Meeting. Any action taken or approved at any meeting of the Board, whether physical or virtual, however called and noticed or wherever held, shall be valid if a quorum was present at such meeting and if either before or after the meeting, a two-thirds (2/3) majority of the total number of Directors sign a written waiver of notice or a written consent to holding such meeting. All such waivers or consents shall be filed with the corporate records or made a part of the minutes of the meeting.

 

SECTION 6

OFFICERS:

6.1      Officers. The Officers of the Association shall be a President, a Vice-President, a Secretary, and a Treasurer. Officers shall be Directors as provided for in Section 4.1.

6.2      Term of Office. An Officer shall serve for a one (1) year term or until the next succeeding election of Officers. Officers may hold the same office for no more than three (3) consecutive terms. The Directors may, by a two-thirds (2/3) majority vote, request an Officer serve more than three (3) consecutive terms and may extend such term limitations for one (1) additional one (1) year term. Upon resignation, removal, or vacancy of an Officer, the respective successor shall serve the remainder of the term whereby a partial term shall not be considered as a full term when determining term limits.

6.3      Nomination. The Nominating Committee shall prepare a slate of potential candidates in accordance with Section 7.3 to present to the Membership. The election shall take place at any regular meeting of the Membership in the fourth quarter of the Calendar Year.

6.4      Election. Elections shall be determined by a majority of a quorum of the Membership. If the slate is not approved, a majority of the Members may call for a vote on each slated candidate. Each slated candidate receiving a majority of the votes cast shall become an Officer. The Members may request the Nominating Committee to provide an additional slate of candidate(s) should an Officer position(s) remain open. Elections for vacancies may take place at any regular or special meeting of the Membership.

6.5     President. The President, or designee, shall have the following duties:

  1. Act as the principal Officer of the Association, subject to the control of the Board;
  2. Have general supervision and direction of the business and Officers of the Association;
  3. Set the Board and Membership meeting agendas unless determined otherwise by the Board or Members;
  4. Preside at all meetings of the Board and Membership unless determined otherwise by the Board or Members;
  5. Sign the minutes of the meetings over which he/she presided;
  6. Report on the operations of the Association's affairs at meetings of the Board and of the Membership;
  7. Report to the Board and Members all such matters coming to his/her attention and relating to the interest of the Board and Members; and,
  8. Have such other powers and duties as may be prescribed by the Board or these Bylaws.

6.6  Vice-President. The Vice-President shall have the following duties:

  1. In the absence or disability of the President, perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon the President; and,
  2. Have such other powers and duties as may be prescribed by the Board or these Bylaws.

6.7  Secretary. The Secretary, or designee, shall have the following duties:

  1. Give notice of all meetings of the Board and Membership as required by these Bylaws or by law;
  2. Keep a book of minutes of all meetings of the Board and Membership with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at the meetings, the number present or represented at meetings, the proceedings thereof and, verification of those present via approved alternate means of communication;
  3. Sign the minutes of the meetings and ensure such minutes are available for approval at the following meeting of the Board or Membership;
  4. Exhibit at all reasonable times, upon the request of a Director or Member, these Bylaws, Board Book, and the minutes of the proceedings of the Board or Membership;
  5. Keep, or cause to be kept, at the registered office all documents required for public inspection by the Internal Revenue Service;
  6. Keep, or cause to be kept, a record of the names of Directors, Officers, and Members with the addresses at which such individuals/entities are to receive notice; and,
  7. Have such other powers and duties as may be prescribed by the Board or these Bylaws.

6.8     Treasurer. The Treasurer, or designee, shall have the following duties:

  1. Keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Association;
  2. Ensure the books of account are open to inspection by any Director or Member at all reasonable times;
  3. Ensure a financial statement is provided to the Board and Membership at their respective meetings;
  4. Provide a report of the Association's financial affairs at meetings of the Board and Members and/or when requested by a Director or Member;
  5. Ensure appropriate oversight and implementation of the financial policies and procedures; and,
  6. Have such other powers and duties as may be prescribed by the Board or these Bylaws.

6.9      Removal and Resignation. Any Officer may be removed, either with or without cause, by a vote of a majority of a quorum of the Members at any regular or special meeting.

Any Officer may resign at any time by giving written or verifiable electronic notice to the President or to the Secretary. Any resignation shall take effect upon receipt or at the time specified in the notice and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

6.10   Vacancies. A vacancy in the office of the President shall be filled temporarily by the Vice-President. In the event of a vacancy in any office other than that of the President, such vacancy may be filled temporarily by appointment by the President. A vacancy in any office shall be filled by an election of a majority vote of a quorum of the Members after preparation of a slate by the Nominating Committee.

6.11  Delegation of Duties. In case of the absence or disability of any Officer of the Association or for any other reason that the Board may deem sufficient, the Board may, by a vote, delegate the powers or duties of such Officer to any other Officer, Director, or Member with such power of delegation valid for the remainder of the term or until the next election.

SECTION 7

COMMITTEES OF THE BOARD:

7.1      Committees. The Standing and Special Committees carry out the day-to-day functions of the Association as defined in the policy and procedure document. The Board shall have the power to create, revoke, or modify any committee deemed necessary. The Board shall elect Committee Chairs or give the President the power to appoint a Chair of any committee. Each committee shall have a minimum of two (2) members. Any person may serve as a Committee member at the approval of the Committee Chair, provided that the person meets the requirements set forth in the policies and procedures document.  All committees shall report to the Board as the Board may require. Should the Board delegate any of its powers to a committee, only the Director(s) who sit on such committee may vote. In addition, such committee shall keep contemporaneous minutes of such committee meetings, file such minutes with the corporate records and report all actions to the Board. The Board may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws. Each Director must sit on a minimum of one committee unless excused from such duty by a vote of the Board.

7.2      Notice of Committee Meetings. Committees shall provide a minimum twenty-four (24) hour notice to the committee members. If a committee member does not receive notice of a committee meeting, but attends the committee meeting, he/she shall be deemed to have received notice of the committee meeting. Notice of such committee meetings may be given verbally or via electronic transmission. Committees with board delegated powers shall provide notice of committee meetings in accordance with Section 5.3.

7.3     Nominating Committee. The Nominating Committee shall be a standing committee of the Association. The Nominating Chair shall be determined by the Board. The Nominating Chair shall ensure the Nominating Committee fulfills its duties. The Committee shall include a minimum of three (3) members who are at least Certified Members who are not current Directors as selected by the Board from the Membership. The Committee shall:

  1. Research candidates for Directors and Officers prior to placement on a slate for submission to the Members for a vote;
  2. Ensure all requirements, as defined by the policy and procedure document, are met prior to a candidate being placed on a slate;
  3. Structure the board to serve one, two, or three year terms to allow for approximately one-third of the board to be slated for election each year;
  4. Develop and provide orientation and training for all Directors that addresses a Director’s responsibilities; the organization’s purpose, history, methods of operation, and organization activities; and, information concerning day-to-day operations;
  5. Take steps to recruit and prepare future Directors; and,
  6. Have such other duties as determined by the Board

SECTION 8

AMENDMENTS AND CONSTRUCTION:

8.1      Amendments to Bylaws. These Bylaws may be amended, altered, changed, or repealed by the affirmative vote of a two-thirds (2/3) majority of a quorum of the Membership at any annual, regular, or special meeting of the Membership if notice of the proposed amendment, alteration, change, or repeal was given at least ten (10) days prior to the meeting at which the amendment is acted upon. Only the Members may amend, alter, change, or repeal Membership voting rights and duties set forth in and in accordance with Section 3.4 & 3.9; and, Members shall receive notice of such meeting(s) with notification of the intended amendment, alteration, change, or removal of any part of these Bylaws in accordance with Section 3.8.

8.2     Construction and Terms.

  1. Should there be any conflict between the provisions of these Bylaws and any prior bylaws, the provision of these Bylaws shall govern.
  2. Should there be any conflict between the provisions of these Bylaws and any internal policies and procedures, the provisions of these Bylaws shall govern. However, internal policies and procedures approved by the Board may allow for additional or more stringent requirements to be placed on the Directors, Officers, Members, and/or committee members.
  3. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding. All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

 

SECTION 9

SIGNATURE PAGE:

THESE AMENDED AND RESTATED BYLAWS OF OKLAHOMA GARDENERS ASSOCIATION ARE ADOPTED this _5th_ day of __April__, 2017.

 

 

 

     //Original Signed//                                           //Original Signed//

_________________________                         _________________________

 

Peggy Garrett, President                                        Racinda Ross, Secretary

 

 


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