ARTICLE I, Section 1
The name of this corporation shall be THE WEEDERS. The organization is a member club of The Garden Cub of America (GCA). The Weeders incorporated in the State of Pennsylvania on December 10, 1986, has an exemption from Federal taxes under Section 501 (C)(3) of the Internal Revenue Code and has the Federal Employer ID number 22-2807754. It is Entity # 953064 of the Pennsylvania Department of State Bureau of Corporations and Charitable Organizations. The fiscal year of the corporation is July 1 – June 30.
ARTICLE I, Section 2
The purposes of the corporation are educational and charitable, with the intent to stimulate knowledge and interest in horticulture, conservation of natural resources, floral design and civic improvement.
ARTICLE II, OFFICERS
ARTICLE II, Section 1
The officers shall consist of a President, Vice-President, Treasurer/Administrator, Recording Secretary, Assistant Recording Secretary, and Corresponding Secretary.
ARTICLE II, Section 2
The election of the President, Vice-President, and Treasurer/Administrator shall be by membership vote at the Annual Meeting every even numbered year. They shall hold office for two years. The election of the Secretaries shall also be by membership vote at the Annual meeting, every odd numbered year, when there is no election of the other offices. They shall also hold office for two years.
ARTICLE II, Section 3
Each year the Governance and Nominating Committee [henceforth referred to as Governance Committee] shall submit to the Executive Committee its recommendations for the officers to be elected that year and two members of the Admissions Committee to be elected that year. The slate shall be presented to the membership not less than two weeks prior to the date of the Annual Meeting. Suggestions for all offices may be made by any member in writing* to the Chair of the Governance Committee, at least three months prior to the date of the Annual Meeting. The Governance Committee shall consist of not fewer than five and not more than seven members, appointed by the President.
ARTICLE II, Section 4
The duties of officers shall be as follows:
The President shall preside at all meetings, appoint the chairs of all committees, appoint the members of the Governance and Nominating Committee, and be a signatory on all bank accounts. She shall be an ex-officio member of every committee. The President and the other elected officers make up the Executive Committee, to which the President may appoint up to four additional members.
The Vice-President shall aid the President and perform her duties in her absence. She shall be responsible for Awards and historical member information.
* Refer to ARTICLE VI, Section 3
The Treasurer shall receive, record, bank and disburse all moneys of the club. She shall be a signatory on all bank accounts. She shall send out and pay all bills and shall prepare all required financial filings. She shall be a member of the Finance Committee. She shall assist the Executive Committee in preparation of the annual budget. She shall prepare the club financial records for audit. She shall be ready to report at all business and Executive Committee meetings. She shall serve as Administrator to the Garden Club of America. She is custodian of the Weeder Corporate Documents and Seal.
The Recording Secretary shall record all actions taken at regular and Executive Committee meetings. She shall prepare the minutes for distribution to the members.
ASSISTANT RECORDING SECRETARY
The Assistant Recording Secretary shall fulfill the duties of the Recording Secretary when necessary.
The Corresponding Secretary shall be responsible for all correspondence as directed by the President.
ARTICLE III, COMMITTEES
There shall be an Executive Committee consisting of The President and the other elected officers. The President may appoint up to four additional members. In the event of a tie the President shall have the deciding vote. The Executive Committee shall cooperate with and advise the President upon all subjects pertaining to Club activities. It shall serve as the Board of Directors of the corporation and have the power to transact the general business of the Club. The meetings of the Executive Committee shall be held at the call of the President or at the request of two or more of its members. In the event of a Special Meeting every effort will be made to send notice to Committee members at least two weeks in advance of the proposed meeting date. Participation in meetings shall be in person or via teleconference call. The Executive Committee shall fill its own vacancies. The member chosen to fill the vacancy shall serve for the remainder of the unexpired term.
ARTICLE III, Section 2
There shall be an Admissions Committee consisting of six members, whose term shall be three years. The Governance Committee shall submit to the Membership two new candidates each year as stipulated in Article II, Section 3.
ARTICLE IV, MEMBERSHIP
ARTICLE IV, Section 1
The membership shall not exceed 110.
ARTICLE IV, Section 2
All dues shall be set by the Executive Committee and be payable to the Treasurer by June 30.
ARTICLE V, MEETINGS
ARTICLE V, Section 1
Meetings shall be held on such days as are designated by the Program Committee. The Annual Meeting shall be held in May or June. Up to three additional business meetings a year shall be held at the discretion of the President.
ARTICLE V, Section 2
Elections of officers and club decisions shall be by majority vote cast by members present who are legally entitled to vote at a regular or properly called meeting.
ARTICLE V, Section 3
Members eligible to vote shall be those members who are in good standing with dues paid.
ARTICLE VI, BY-LAWS AND AMENDMENTS
ARTICLE VI, Section 1
The By-Laws shall be reviewed as needed. Amendments to the By-Laws may be made at any stated meeting, provided thirty-(30)days notice shall have been given to the members that a change is being considered.
ARTICLE VI, Section 2
Proposed changes shall be presented in writing* and require approval of a majority of responding members.
ARTICLE VI, Section 3
In writing includes handwritten, electronic (email, fax etc.) sent by mail, email or other electronic means.
ARTICLE VII, ARCHIVES AND RECORDS
Records of the organization shall be deposited at the Historical Society of Pennsylvania at the discretion of the Archivist/Historian.
ARTICLE VIII, LIABILITY AND INDEMNIFICATION
The members of the Executive Committee shall not be personally liable for monetary damages for any action taken, or any failure to take any action, to the fullest extent permitted by law. The Corporation shall indemnify any member of the Executive Committee or officer of the Corporation, as such, to the fullest extent permitted by law. The provisions of this Article shall not apply to any action or failure to act that constitutes a criminal act.
Each such indemnity may continue as to a person who has ceased to be a representative of the Corporation
and may inure to the benefit of the heirs, executors and administrators of such person.
The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a member, officer, employee or agent of the Corporation.
Each person who shall act as an authorized representative of the Corporation shall be deemed to be doing so in reliance upon the rights of indemnification provided by this Article.
* Refer to ARTICLE VI, Section 3
ARTICLE IX, TERMINATION OR DISSOLUTION
In the event of the entire or partial termination, dissolution or winding up of this corporation in any manner or for any reason whatsoever, the assets of the corporation, which remain after payment or making provision for payment of all liabilities of the corporation, shall be distributed to, and only to, one or more organizations exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax laws, as the members of the Executive Committee of the corporation shall determine, unless otherwise provided in the instrument from which the funds to be distributed derive.