Working for a Greener District of Columbia

BY-LAWS OF THE D.C. URBAN GARDENER ASSOCIATION

ARTICLE I:   Name and Objectives

Section 1.  Name.  The name of this organization shall be D.C. Urban Gardeners Association, hereinafter referred to as the "Association."

Section 2.  Objectives.

The Association is a non-profit educational organization of volunteers whose primary objectives are:

• To disseminate information and technical assistance that furthers public knowledge of environmentally sound gardening and horticultural practices within the District of Columbia. 
  

• To gather and disseminate information about volunteer opportunities that promote public service through horticultural and environmental stewardship.
  

• To gather and disseminate information about horticultural, environmental and related activities that improve the health and wellbeing of the citizens of the District of Columbia.
  

ARTICLE II:   Other Activities and Affiliations

Section 1.  Affiliation with Other Groups.  The Association may join, support or collaborate with other associations, organizations, government agencies, corporations or other groups whose actions are consistent with the purposes and goals of the Association; provided further that any affiliation undertaken shall not impair the continued existence of the Association as a distinct organization.

Section 2.  Nature of Activities.  The Association reserves the right to provide pertinent information and to express views on any legislation, ordinance or course of action, which in the judgment of the Association will bear on the horticulture or environment of the District of Columbia.  The Association also reserves the right to provide pertinent information on the actions of individuals and groups that affect the horticulture or environment of the District of Columbia.

ARTICLE III:   Membership

Section 1.  Volunteerism.  All members of the Association are volunteers who have expressed a strong interest in the horticulture and environment of the District of Columbia.  The Association is concerned first and foremost with promoting public volunteer service through horticultural and environmental activities and members are expected to make a personal commitment to that goal.

Section 2.  Admission to Membership.  Any person eligible for membership under this article shall become a member upon payment of the required dues to the Treasurer, and thereafter must remain current with payment of applicable dues in order to continue membership. Membership is open to all persons aged 18 years or older who otherwise qualify for membership, regardless of race, color, religion, age, national origin, sex , sexual preference or handicap.  Anyone admitted as a member of the association is entitled to all voting and other rights, unless expressly stipulated elsewhere in these by-laws.

ARTICLE IV:   Election, Duties and Powers of Officers

Section 1.  Elective Officers, Terms and Qualifications.  The Association shall elect annually, as prescribed in Article V, Section 1, a President, as many Vice Presidents as the Executive Committee shall deem necessary, a Secretary and a Treasurer. The officers shall serve for one year or until their successors are chosen. Vacancies in any of the elected offices, subject to Section 3 of this article, shall be filled at the next meeting of the Association.  Officers chosen in special elections to fill vacancies shall assume their duties immediately.  The President must be a resident of the District of Columbia.

Section 2.  Duties of the President.  The President shall be the chief executive official of the Association and shall take care that its by-laws and decisions are faithfully observed and executed. In addition, the President shall have the following specific duties:

• Preside over the meetings of the Association;
  

• Be chair of and a voting member of the Executive Committee of the Association;
  

• Appoint all officers, special committees and representatives of the Association whose appointment is not otherwise provided for in the by-laws, subject to approval of the Executive Committee.
  

• Provide for the performance of the duties of any office or position of the Association during the temporary absence or disability of the incumbent until the vacancy shall have been filled in the manner provided by the by-laws; and
  

• Represent the Association on any occasion which in the President's judgment the interest of the Association is involved, and make or authorize statements on behalf of the Association on any matter in which the Association has arrived at a position or policy.
  

Section 3.  Duties of the Vice Presidents.  The Vice Presidents shall assist the President in the administration of the affairs of the Association and shall undertake such duties as the President may assign them, subject to approval of the Executive Committee. In addition, they shall have the following specific duties:

If the President is absent from either a meeting of the Association or a meeting of the Executive Committee, a Vice President designated by the Executive Committee shall preside. In the event of the resignation, removal, disqualification, disability or death of the President, a Vice President designated by the Executive Committee shall assume the office of the President for the remainder of the term of office.

Section 4.  Duties of the Secretary.  The Secretary shall keep all records of the Association not specifically the responsibility of another officer, shall record the proceedings of the meetings of the Association and the Executive Committee, and perform such related duties as the President may prescribe, subject to approval of the Executive Committee.

Section 5.  Duties of the Treasurer.  The Treasurer shall receive the funds of the Association and shall disburse these funds when duly authorized by the Association or the Executive Committee. The Treasurer shall make a report of the finances of the Association at each regular meeting and shall keep records in such form as to disclose the amounts and sources of all revenues received and the amounts and purposes of all funds disbursed.

Section 6.  Appointed Officers.  The President may appoint a corresponding secretary, a parliamentarian, an historian and others, and may assign to them duties appropriate for such offices, subject to approval of the Executive Committee. The Association may create additional appointive offices.

Section 7.  Removal of Officers.  Any officer (elected or appointed) of the Association may be removed for nonperformance of duties, inefficiency or conduct incompatible with the objectives and activities of the Association. A motion for removal may be made at any regular or special meeting. The reasons for the motion must be presented in writing and shall be read in their full text by the Secretary. The maker of the motion may briefly explain the reasons and may answer questions. The officer or Executive Committee member involved, if present, may briefly reply but there shall be no debate. At the next regular or special meeting held not sooner than ten days after the presentation of the motion, the question shall be debated, and if two-thirds of those voting are in favor thereof, the officer shall be immediately removed from office.  No officer whose removal is under discussion shall preside during the consideration of the motion of removal.

Section 8. Committees.  Non-standing committees shall be established by the Executive Committee as deemed necessary and dissolved when their mission is completed. The duties of these committees shall be defined by the Executive Committee.

ARTICLE V:   Meetings of the Association

Section 1.  Membership Meetings.  The Association shall conduct a regular membership meeting at least once every three months.  Ten members or 10 percent of the membership, whichever is fewer, shall constitute a quorum at a membership meeting.  The President shall determine the date, time, and location of regular membership meetings and provide notice of the meeting to all members at least 14 days before each meeting. The Association shall hold one of its regular membership meetings in October, at which time the members shall elect officers. The membership may bind the Association to any action consistent with its by-laws by a simple majority vote. 

Section 2.  Special Membership Meetings.  The Association shall conduct a special membership meeting upon receipt of a petition signed by at least 20 members or 20% of the membership, whichever is fewer. The petition shall state the date, time, location and purpose of the special meeting. The agenda of a special meeting shall be limited to the stated purpose. Notice of a special meeting shall be provided to all members at least 14 days before the meeting.

Section 3.  Executive Committee Meetings.  The Executive Committee shall consist of the President, Vice Presidents, the Secretary and the Treasurer of the Association. Between membership meetings, the Executive Committee may meet as often as necessary, and may bind the Association to any action consistent with its by-laws by a simple majority vote, except for those actions specifically reserved to votes of the membership.  Three or more members, or 50 percent of the Executive Committee, whichever is greater, shall constitute a quorum at an Executive Committee meeting.  In the event the Association has received a petition for a special membership meeting, the Executive Committee may not bind the Association to an action related to the stated purpose of the special membership meetings. The Executive Committee shall report all of its actions and decisions to the next membership meeting.

ARTICLE VI:   Amendment of the By-Laws

Section 1.  Procedures.  Proposed amendments of these by-laws must be presented in writing to Association members at least 14 days prior to the next meeting of the Association. Upon presentation, the Secretary shall read the full text of the amendment to the members present. The person or committee sponsoring the amendment will be permitted briefly to explain the purposes and answer questions thereon, but there shall be no debate. At the following meeting, the amendment shall be subject to debate and shall, if two-thirds of those voting are in favor, take effect immediately.

ARTICLE VII:   Dues and Budget

Section 1.  Dues.  The membership shall vote on the amount of the next calendar year's annual dues at the October membership meeting.

Section 2.  Budget.  The Executive Committee shall prepare a calendar year budget in January.

ARTICLE VIII:   Resolution of Disputes

Section 1.  As far as practicable, any disputes arising in the conduct of the Assocation’s affairs shall be decided according to Robert’s Rules of Order.

ARTICLE IX: Conflicts of Interest

Section 1. No officer of the Association shall take any action that would directly confer financial benefit upon that officer or any business with which that officer is involved. No officer or member of the association shall divert or use for personal benefit any funds belonging to the Association.

ARTICLE X: Dissolution

Section 1. The Association shall be dissolved upon a vote of Two-Thirds of the members agreeing thereto.

Section 2. Upon dissolution of the Association, all remaining assets shall be distributed to no more than three 501 3(c) organizations residing within the District of Columbia, as nominated by the Executive Committee and approved by a majority vote of the Association.

Approved February 7, 2007.

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