Garden Club of Manchester, Inc.
Amended and Restated Bylaws
(as amended 2025, 2024, 2023, and 2017, and replaces the Constitution and Bylaws, amended 2010)

ARTICLE I: NAME

This organization shall be called Garden Club of Manchester, Inc.

ARTICLE II: OBJECT

The object of the Club shall be to carry out the purpose set forth in the Articles of Incorporation of the Club; to stimulate an interest in the cultivation and enjoyment of gardens and flowers; to aid in the preservation and development of the natural beauty of our surroundings; to raise and distribute funds for charitable and civic purposes; and to hold exhibits and shows, including the conducting of tours of houses and gardens.

ARTICLE III: TRUSTEES, OFFICERS, AND EXECUTIVE BOARD

Section 1. The Trustees of said Corporation shall be the President, the Treasurer, and the Recording Secretary of the Club, to comply with the laws of the State of Vermont.

Section 2. The elected Officers of the Club shall be President, First Vice President, Second Vice President, Recording Secretary, Corresponding Secretary, Treasurer, Assistant Treasurer, and Historian. The Officers shall perform the duties prescribed by the parliamentary authority adopted in these Bylaws.

Section 3. The Officers, Chairmen of the Standing Committees, and the immediate Past President shall constitute the Executive Board.

Section 4. The Officers shall be elected at an Annual Meeting by the Club membership to serve for two years. New Officers will be installed at the Fall Annual Meeting and will start their term at the beginning of the calendar year. All vacancies among Officers shall be filled for the unexpired terms by a majority vote of the Executive Board.

Section 5. The President shall appoint a Chairman of the Nominating Committee not less than four months before the Annual Meeting. The Chairman so appointed shall be empowered to select two other members to serve. It shall be the duty of this Committee to nominate Officers of the Club and to present such nominations to the membership at the regular membership meeting preceding the election.

Section 6. The Executive Board may meet at the call of the President. It shall be empowered to transact all necessary business between meetings and shall make recommendations for action by the members at any regular or special meeting. The Executive Board has sole authority for all administrative procedures.

Section 7. Notice of actions proposed by the Executive Board must be sent to all members in written or electronic form, or by such means as have been established to notify members of meetings, at least two weeks prior to the Club meeting at which a vote is to take place.

ARTICLE IV: STANDING COMMITTEES

The Standing Committees shall be such as the President and Executive Board may deem necessary. Committee Chairs are appointed by the President and must have all expenditures approved as outlined in Article VI, Section 2.

ARTICLE V: MEMBERSHIP

Section 1. Any person residing in, or regularly sojourning in or around, the Manchester, Vermont, area who is in sympathy with the objectives of the Club shall be eligible for membership.

Section 2. There shall be three classes of Membership: Active, Associate, and Honorary. Active and Associate Members, but not Honorary Members, shall be entitled to vote.

Section 3. An Active member is expected to attend at least three meetings during the year, pay dues as determined by the Executive Board promptly, and contribute to all Club activities and events.

Section 4. Anyone who has been an Active member of the Club for 10 years may apply for Associate status, subject to approval of the Officers. An Associate member is expected to attend at least two meetings during the year, pay dues as determined by the Executive Board promptly, and contribute to all Club activities and events.

Section 5. Failure to fulfill these membership requirements will be considered a resignation from the Club and will be so acknowledged.

Section 6. Honorary Members shall be members who, by reason of tenure and extraordinary service to the Club, shall be deemed worthy of such election by the Club. They are exempt from dues.

Section 7. A leave of absence of up to two years may be requested for personal reasons by applying to the Officers. Annual dues must be paid as a condition of the leave.

Section 8. If a former member in good standing desires membership reinstatement, he or she will be accepted upon approval by the Officers.

ARTICLE VI: DUES, BUDGET, AND EXPENDITURES

Section 1. The Executive Board shall determine the dues policy. Annual dues shall be payable by the deadline established in the policy.

Section 2. The President, First Vice President, Second Vice President, Treasurer, and Assistant Treasurer shall formulate an estimated balanced budget for the program year. The balanced budget must be presented to the membership at or prior to each Annual Meeting and approved by the membership at the Annual Meeting. Once approved, expenditures in excess of budgeted amounts must be approved by the President if less than $100, and by the Officers if in excess of $100. All expenditures outside the budget in excess of $500 must be approved by the membership.

Section 3. Funds raised by the Club will be used solely in support of the Club’s purpose as stated in Article II of these Bylaws. Club funds are to be reserved to meet yearly expenses and budget obligations. Except for nominal expenses for membership dues, fees, or donations in lieu of fees, the Club will not contribute to the operating or endowment funds of any organization.

Section 4. No part of the funds of the Garden Club of Manchester 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 by non-members or to reimburse approved outlays of personal funds made on behalf of the Club by any of its members.

Section 5. The Fiscal Year shall be January 1 through December 31, or as determined by the Federated Garden Clubs of Vermont.

ARTICLE VII: MEETINGS

Section 1. The Annual Meeting shall be held at a time and place to be determined by the President and the Program Committee.

Section 2. The Program Committee shall schedule as many as nine meetings during the year.

Section 3. Unless otherwise stated in these Bylaws, decisions shall be made by a majority vote of the eligible voters present when a quorum exists. At a meeting of the Club, 15 voting members (Active and Associate) shall constitute a quorum. At a meeting of the Executive Board, one-third of the members shall constitute a quorum.

ARTICLE VIII: AMENDMENT

These Bylaws may be amended at any business meeting or special meeting by a majority vote of the members present, provided a quorum is present. At least two weeks’ notice of the proposed amendment must be sent to each member in written or electronic form, or by such means as have been established to communicate such information to members.

ARTICLE IX: DISSOLUTION OF THE CLUB

In the event of dissolution of the Club, whether voluntary or involuntary by operation of law, none of the property of the Club, nor any proceeds thereof, nor any assets of the Club, shall be distributed to any members of the Club. Its assets shall be distributed for one or more exempt purposes within the meaning of Section 501(C)(7) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the state or local government for a public purpose.

ARTICLE X: RULES

The current edition of Robert’s Rules of Order Newly Revised shall govern the Club.

ARTICLE XI: ELECTRONIC MEETINGS

Except as otherwise provided in these Bylaws, meetings of the Executive Board and all committees may be conducted through the use of Internet meeting services designated by the President or by telephone, so long as all members have the ability to participate in the deliberations. These electronic meetings of the Board shall be subject to all rules adopted by the Executive Board to govern them, including quorums and voting.

In addition, provided all other provisions of the Bylaws have been met, including the ability to deliberate, the Executive Board and all committees are authorized to vote by electronic means, including by telephone or email. If certain circumstances prohibit meetings of the full membership, necessary votes, including but not limited to budget approval and election of officers, may be taken by email or other means.