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Bylaws  of  St. Charles County Master Gardeners

 

Mission Statement

The mission of the St. Charles County Master Gardeners (the “Corporation”) is to provide horticultural information and training to the gardening public based on University of Missouri research that is specific to the local climate, soils, and plants. By organizing and participating in St. Charles County gardening projects, members will enhance the horticultural knowledge of our community and provide benefits to its citizens.

Corporation Statements

St. Charles County Master Gardeners, a nonprofit corporation, is organized exclusively for charitable, educational, religious, or scientific purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code.

INUREMENT OF INCOME:  No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered.

 

LEGISLATIVE OR POLITICAL ACTIVITIES: No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation and the corporation shall not participate in or intervene (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office.

 

OPERATIONAL LIMITATIONS:  Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

 

DISSOLUTION CLAUSE:  Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c)  (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.

 

Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation 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.

 

 

 

 

I.  St. Charles County Master Gardener Members Volunteer Classification, Status, Education, and Program Requirements

 

A.  Master Gardener classifications along with volunteer and education requirements to become and remain an active St Charles Master Gardener are defined in the University of Missouri Master Gardener Program Policies and Procedures and the St. Charles County Master Gardener Policies and Procedures.

 

B.  Eligibility requirements for membership in the Corporation

 

     1. Complete the Missouri Master Gardener educational training as specified in the University of Missouri Master Gardener Program Policies.

 

     2. Complete the required initial volunteer hours with the St. Charles County Master Gardeners

 

     3. Have voting status with the Missouri Master Gardener program. 

 

     4. The member must comply with all rules defined in the University of Missouri Master Gardener Program Policies and Procedures and the Missouri Master Gardener Program Statewide Operational Guidelines.   These rules include, but are not limited to, volunteer and continuing education requirements, usage of the Master Gardener title, conflict of interest and nondiscrimination polices.

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II.  Master Gardener Title

 

The title of Master Gardener is to be used only and exclusively in MU Extension Master Gardener activities.    

 

 

III.  Voting by Membership

 

A.  All Master Gardeners defined as active in the previous year, all new or returning Master Gardeners who have completed current year Certified Master Gardener requirements, and all Emeritus Master Gardeners are voting members of the organization. Voting members are entitled to participate in the election and removal of the Board of Directors of the Corporation, vote on motions brought by the Board of Directors at the general or special membership meetings and vote on amendments to the Bylaws. In order to vote, a voting member must be present when a vote is taken at a general or special meeting.

 

B.  Motions will be passed with a simple majority of the members present. (An exception to this rule is for amendments to the Bylaws, which requires a two-thirds majority of members present. See Section XII).

 

 

IV.  Steering Committee

 

A.  The general management of the affairs of the St. Charles County Master Gardeners shall be vested in the Steering Committee.  The Steering Committee works with the Program Coordinator to provide leadership for all activities of the Master Gardener Program as defined in the St. Charles County Master Gardener Policies and Procedures.  They will ensure the St. Charles County Master Gardeners follow all standards set by the State Master Gardener Program, the MU Extension guidelines, the Memorandum of Understanding with the St. Charles County Extension, and all local, state, and federal laws.

 

B.  Manage the organization’s finances with each fiscal year of the corporation being January 1st thru December 31st.  Maintain all financial transactions, record keeping, and account management for the corporation.  File the appropriate tax documents.

 

C.  The Steering Committee is made up of the four (4) Board of Directors:  President, Vice President, Secretary, and Treasurer.  Additionally, there may be up to, but no more than, 3 additional voting members appointed by the Committee who serve on the Steering Committee at any one time.

 

D.  Steering Committee members present at any scheduled or called Steering Committee meeting will constitute a quorum. Where votes are considered necessary, a simple majority of votes cast will carry a motion.  If there is a tie vote, the Program Coordinator will be requested to cast a deciding vote.

E.  To expedite a decision by the Steering Committee, a special vote can be taken by the Steering Committee President via an email meeting, no less than 48 hours after a vote is requested, as described in the St. Charles County Master Gardener Policies and Procedures.

 

 

V.  Board of Directors Officers and Steering Committee duties

 

A.  Board of Directors Officers:  A board member voted to a position by the general membership will maintain the same position on the Steering Committee.

 

     1. President– Presides over all scheduled meetings for general membership and Steering Committee; presents a meeting agenda each month after consulting with the Program Coordinator; reserves facilities for scheduled meetings; and other duties as deemed necessary or appropriate.  This position has no restrictions on number of terms.

 

     2. Vice President– Assumes duties/responsibilities of President in his/her absence; and other duties as deemed necessary or appropriate.  This position has no restrictions on number of terms.

 

     3. Secretary– Records and keeps minutes of all General and Steering Committee meetings; maintains current roster of membership and attendance at general membership meetings; and coordinates organization’s correspondence with the Program Coordinator.  This position has no restrictions on number of terms.

 

     4. Treasurer- Maintains books and records for all accounts of funds of the organization; maintains signature authority for disbursement of funds; coordinates payments to accounts on behalf of the organization; manages the bookkeeping; provides financial reports at all General and Steering Committee meetings; and other duties as deemed necessary or appropriate.  The Treasurer is the only member of the Steering Committee with service restrictions.  The Treasurer can only serve a maximum of 4 consecutive years.  If at the end of the 4 years, they want to serve as Treasurer again, they must wait at least one year before running for office to serve in that position again.

 

B.  Additional Steering Committee voting members - No more than 3 additional voting members may serve on the Steering Committee.  The Steering Committee voting member may be added and also removed by a simple majority vote of the Steering Committee. These additional voting members are to represent different aspects of the organization.  As additional Steering Committee voting members, they are not eligible for any officer position on the Board of Directors. If any of these members run for an officer position on the Board of Directors, they must resign their current voting position on the Steering Committee immediately if elected to the Board of Director position.  This may include stepping down from a Committee Chair position. 

 

C.  All Steering Committee members will be held harmless and indemnified against any and all claims and actions arising out of financial activities where they are acting in good faith and within the scope of their authority. 

 

 

VI.  The Program Coordinator

 

A.  The St. Charles County Master Gardeners will be advised and have oversight from a staff member of the local Extension Office or another designated MU/Ext. Specialist referred to as the Program Coordinator. When working with the University of Missouri Extension, the St. Charles County Master Gardeners may request the Program Coordinator to act as liaison. The Program Coordinator has the power to make changes to the program content.  As appropriate, St. Charles County Master Gardeners Policies and Procedure shall be changed to reflect new program requirements.

 

B.  The St Charles County Master Gardeners will follow standards set by the State Master Gardener Program and the Memorandum of Understanding with the St. Charles County Extension including oversight by the Program Coordinator.

 

 C.  To ensure compliance with MU Extension guidelines, the State Master Gardener Program Guidelines, and all local, state, and federal laws, the Program Coordinator will have oversight of the St. Charles Master Gardener’s program.

 

 

VII.  Board of Directors Officers Elections

 

A.  All Elections of Board of Directors Officers procedures are outlined in the St. Charles County Master Gardener Policies and Procedures.  Candidates must be voting members.  Candidates for the President must be a voting member for a minimum of two (2) years after active status was obtained.    

 

B.  At any time where the general membership cannot be together, either physically or by other means, the Steering Committee may decide on an alternative voting method in order to maintain compliance for the members to vote in the Board of Directors Elections.  The membership must be given no less than a five (5) day notice of any election process change and no less than 48 hours to respond to the vote request.

 

 

VIII.  Vacancies

 

A.  Vacancies of any member of the Board of Directors will be filled as outlined in the St. Charles County Master Gardener Policies and Procedures.

 

B.  All appointed and assumed positions are active only during the current year of the vacancy.   When a vacancy occurs within the 1st year of a 2-year term, then a vote by the membership must be taken for the officer’s position to complete a second year.

 

 

IX.  Removal of Board of Directors Officer.

 

A.  Any and all Board of Directors Officers may be removed from their position due to cause such as, but not limited to, failing to remain an active member in good standing according to the University of Missouri Master Gardener Program Policies and Procedures and the St. Charles County Master Gardener Policies and Procedures or failing to act for the benefit of the corporation.

 

B.  Removal of any one of the Board of Directors requires a two-thirds majority of the voting members present either at a general membership meeting or a special meeting.  Removal can be called for by any member of the Steering Committee or the Program Coordinator.

 

 

X.  Meetings

 

A.  General membership meetings will be held monthly except November. The dates and times will be proposed by the Steering Committee at the January general meeting and approved by a simple majority of voting members present.

 

     1.  Canceling a general membership meeting can be done by the President or Vice President (when President is unavailable).

 

     2.  A special general membership meeting can be called by the President or three of the Steering Committee voting members.  Notice in writing must be sent to the general membership no less than 5 days before the meeting will be held.  This must include the reason for the special meeting.  The meeting shall be confined to the purpose stated.

 

    3.  The President may cancel a special membership meeting due to unusual circumstances unless the meeting is called for the purpose of removal of any Officer.  A two-thirds majority vote is required of those members present to remove an Officer.

 

B.  The Steering Committee will be required to meet at least a minimum of four times a year, once a quarter.  All meetings will be set by the President with input from the Program Coordinator. 

 

     1.  Canceling a Board of Directors/Steering Committee meeting can be done by the President or Vice President (when President is unavailable).

 

     2.  A special Board of Directors/Steering Committee meeting can be called by the President or three of the Steering Committee voting members.  Notice in writing must be sent to the complete Board of Directors/Steering Committee no less than 48 hours before the meeting will be held.  This must include the reason for the special meeting.  The meeting shall be confined to the purpose stated.

 

    3.  Canceling a special Board of Directors/Steering Committee may be done by the President due to unusual circumstances, unless the meeting is called for the purpose of removal of any Officer.

 

C.  The Program Coordinator may recommend calling or cancelling either a general membership meeting or Board of Directors/Steering Committee due to unusual circumstances.

 

D.  Meetings will be conducted according to Robert’s Rules of Order.

 

E.  All Steering Committee minutes and General membership meeting minutes will be published monthly and will be available to all members.  Financial status will be reported at both the General and Steering Committee meetings.  When the minutes are published, the actual dollar amounts will be redacted when posted on the public website.  Redacted dollar amounts will be available to the public and all members upon request to the treasurer.  

 

 

 

XI.  Committees

 

A.  Standing Committees shall be established at the discretion of the Steering Committee with input from the Program Coordinator, as they deem necessary or appropriate. The Standing Committee shall either determine a Committee Lead/Chair or the Steering Committee may appoint one. Standing Committee Leads/Chairs are expected to meet with or report to the Steering Committee regarding their committee activity routinely, as scheduled by the Steering Committee.

 

 

XII.  Financial Audit/Review

 

Upon reasonable request, the St. Charles County Extension Program Coordinator or a member of the St. Charles County Extension Council or their designated representatives shall have access to inspect the Company’s financial records.  In addition, they may request an annual audit or an internal review of the financial records coordinated with the Company’s Treasurer.  An internal audit/review will be done yearly by the St Charles Master Gardeners by at least 2 members who do not have signature authority on the bank account.

 

 

 

XIII.  Amendments to the Bylaws

 

A.  The general membership is to be notified in writing of any proposed changes not less than thirty (30) days prior to a general or special membership meeting during which the change will be discussed and voted upon.

 

B.  Passage of motions to amend must be approved by a two-thirds majority of voting members present.

 

C.  A copy of the Articles of Incorporation and Bylaws as amended to date shall be kept by the corporation.

 

 

 

 

 

 

Voted and approved by the general membership Oct. 6, 2022

 

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