Bylaws

ARTICLE I 

The name of this organization shall be “The James City County/Williamsburg Master Gardener Association.” (Hereinafter referred to as the “Organization”).

ARTICLE II
PURPOSE The purpose of the Organization shall be as follows:  (a) to provide education to the community in a wide range of home gardening, horticultural and sustainable landscape topics; (b) to administer the MG Program in James City County & Williamsburg in accordance with the policies set forth by Virginia Cooperative Extension (VCE); (c) to assist with VCE’s Plan of Work in Williamsburg and James City County by planning, implementing and evaluating educational programs in horticulture that enhance and/or protect the environment; (d) to foster communication, education, volunteerism, and leadership development among our members.

Section 1. Said organization is organized exclusively for educational, scientific or charitable purposes, including, for such purposes, the making of distributions to organizations that qualify under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 2. No part of the net earnings of the organization shall inure to the benefit of, or be distributable 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.

Section 3. 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 or in opposition to any candidate for public office.

Section 4. Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the 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 the corresponding section of any future federal tax code.

Section 5. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the city or county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Section 6. The organization will not discriminate on the basis of age, color, disability, gender, national origin, political affiliation or veteran status.

ARTICLE III
MEMBERSHIP AND DUES

Section 1. Membership: There are six levels of Master Gardener status.

A. Master Gardener Trainee: One who is currently in classroom training to become a Master Gardener, but has not yet taken or satisfactorily passed the final examination on course materials.

B. Master Gardener Intern: One who has completed the Master Gardener Program classroom training requirement, achieved 70% or above on final examination, and is currently fulfilling the initial internship experience of 50 hours educational efforts/work time plus an additional 20 hours working the VCE MG Help Desk

C. Master Gardener: One who has completed the full Master Gardener Program – classroom and internship – and is volunteering with VCE, fulfilling the program requirements of 20 hours of volunteer work and 8 hours of advanced training annually. Annual volunteer and training hours should be submitted monthly but must be submitted no later than January 31st of the year following the year during which hours were performed.  Annual VCE Recertification Form must be submitted no later than January 31st of each current year.    Failure to report required hours or Recertification Form on time may result in membership termination.

D. Specialized Master Gardener: One who has received specialized training in any of the advanced-level Master Gardener training programs and has completed the program requirements. Specialized training is available in various areas, such as Tree Steward, Water Steward, and Land Care Steward.

E. Emeritus Master Gardener: A dedicated Master Gardener who “retires” due to health reasons after 1000 hours of service. This title can only be granted when approved by the VCE Coordinator and with consensus of the Executive Board. This is a high honor status and should have limited use. This title is specifically for individuals who can no longer complete the requirements for remaining an active Master Gardener, but who wish to continue active affiliation with the program.  Emeritus Master Gardeners are not required to pay dues.

F. Inactive Master Gardener. The status of Inactive Master Gardener is temporary and is available for a one or two year period upon request of the individual and approved by the VCE Coordinator and Executive Board.  An application for Inactive Status may be submitted at any time. However, it must be submitted before the January 31st hours deadline, if the person has failed to complete the necessary annual hours for the previous year.  An Inactive Master Gardener pays the yearly dues, is not removed from the mailing list, and may continue to contribute to the organization. During the inactive status, the member remains a qualified Master Gardener without completing the annual program requirements. After a two-year absence, the VCE Coordinator may require the member to take some additional training before regaining active status.

Section 2. Dues: The fiscal year for the Association runs from January 1 through December 31. Dues must be paid by January 31st of each year. If an MG has extenuating circumstances, he or she must contact the MG Treasurer directly and ask for an extension to pay.  Failure to pay dues on time may result in membership termination.  Reinstatement will require payment of dues and a penalty as prescribed by policy.

ARTICLE IV
EXECUTIVE BOARD

Section 1. The Executive Board, hereinafter the Board, shall consist of the officers of the Association and the VMGA Representative(s), and shall carry out the responsibilities of the Association. All actions and business conducted by the Board shall be by majority vote, provided a quorum of five of the officers are in attendance. The Board may invite other members to attend meetings as necessary and prudent, but these members will be non-voting.

1. The officers shall consist of a President; President Elect; Projects Vice President; Internal Education Vice President; Administration Vice President; Secretary; Treasurer; ; and such other Directors as deemed necessary by the Board and appointed by the President. These officers, plus the immediate Past President (ex officio), and the County Extension Agent (ex officio) shall constitute the Executive Board.

2. The term of office shall be two years with the exception of President and President Elect, who shall serve for one year terms.   To ensure Board continuity, three officers are to be elected one year and four the next.  President Elect shall be elected annually.  No officer shall serve more  than two consecutive two year terms in the same officer position, (except that initial term of office under these amended Bylaws, dated January 8, 2015, may be extended by six months).

3. Officers shall be elected by the membership not later than November of each year and assume their duties at the January meeting.

Section 2. The duties of the officers shall be as follows:

1. The President shall preside at all meetings, appoint all chairs, and coordinate the work of the officers and committees of the Association. The President shall meet with the County Extension Agent at least once a month to discuss the ongoing work of the Association.

2.  The President Elect shall serve in place of the President in his/her absence and assist with membership and other activities as may be deemed appropriate.

3. The Projects Vice President shall be responsible for all community educational service projects.

4. The Internal Education Vice President shall be responsible for all  programs  that further the education of master gardeners and master gardener trainees.

5. The Administration Vice President shall be responsible for all administrative projects to include membership, the newsletter, special events, awards, nominations and publicity.

6. The Secretary shall record the minutes of all meetings of the Association and the Executive Board. The Secretary shall maintain the records of the Association and turn them over to his/her successor.

7. The Treasurer shall maintain all funds of the Association, disburse any funds for official Master Gardener activities, and provide periodic reports, including an annual report to the general membership at the close of the fiscal year. The Treasurer shall turn over all records to his/her successor.

8. The  VMGA Representative(s) shall attend meetings of the Virginia Master Gardener Association and report to the Board.

9. The Immediate Past President (ex officio) shall provide support as requested.

Section 3. Duties of the Executive Board: The specific “Duties of Board Members” will be identified by the Board as is deemed prudent by them for the effective and efficient conduct of the Association’s stated purpose. These duties will be reviewed and revised as necessary by each new Board, with approved revised editions appended as a supplement to these Bylaws.

ARTICLE V
COMMITTEES AND VACANCIES

Section 1. Committees may be created by the President, with the approval of the Executive Board, to manage and/or conduct the responsibilities of the Association.

Section 2. Standing committees and special committees shall be  established by the Board of Directors as they deem appropriate to conduct the business and educational  activities of the Organization.

Section 3. Vacancies. Executive Board vacancies shall be filled by Presidential appointment, in consultation with the Board, to complete the expired terms of office.

Section 4. Nominating Committee shall be appointed by the Administrative Vice President with the approval of the Executive Board.  The Nominating Committee shall consist of five members covering a spectrum of participants from different class years, project involvement, intern training coordinators, board experience, members of New Kent and previous nominating committee members.

ARTICLE VI
SPECIAL FUNDS

Section 1. Special Funding Circumstances. Monies may be used by the Board to cover unforeseen and urgent unbudgeted items and opportunities that further the educational goals of the Association and/or that benefit the general membership of the Association without prior approval of the membership.   Any single expenditure over $500 shall be voted upon by the membership. The Board will provide the membership a quarterly report on unbudgeted items.

Section 2. Reserve Funds. Monies above and beyond the operating budget and that are described in Section 2 above will be considered reserve funds. Any use of these funds will be voted upon by the membership.

ARTICLE VII
MEETINGS

Section 1. General membership meetings will be held monthly (with the possible exception of July) at a time and place designated by the President in consultation with the Board.

Section 2. The election of officers shall be held no later than the  November meeting.  Prior to voting, the President shall ask for additional nominations from the floor. Prior approval must be obtained from the nominee before any person is nominated from the floor.

Section 3. Actions or recommendations submitted to the membership shall be approved or disapproved by a majority vote of those voting members present.

Section 4. Twenty-five percent of the membership shall constitute a quorum at the general meetings.

Section 5.  Special general  meetings may be called by the President, a majority of the Board of Directors, or by petition of not less than twenty-five percent of the membership.  Special general meetings will be held at dates, times, and places  to be determined  by the Board of Directors, and within  thirty  days of the date they are called.  Notice of any special meeting shall be made to the membership at least fifteen days before the meeting and shall include a statement of the purpose  for which the meeting is being called.

Section 6.  Special board meetings may be called by the President or by a majority of the Board of Directors.  Special board meetings will be held at dates, times, and places  to be determined  by the Board of Directors, and within  fifteen  days of the date they are called.

ARTICLE VIII
AMENDMENTS AND PROCEDURES

Section 1. These bylaws may be amended at any meeting of the Association, when a quorum is present,  by a two-thirds  majority vote of those present.  Proposed amendment(s) shall be distributed to the  membership  through the monthly newsletter and/or electronically no less than 45 days prior to the membership vote.

Section 2. Procedures for the conduct of all meetings will be in accordance with Robert’s Rules of Order, current edition.

Section 3. In addition to these bylaws, full job descriptions for all board members, prepared by the Board to address the day-to-day requirements, functions, and needs of the organization, will be maintained. These operating guidelines and job descriptions may be amended at any time by a majority vote of the Executive Board. Current job descriptions and the latest VCE Guide are available on the Master Gardener website.

By Laws As Restated and Approved January 8, 2015