By-Laws revised 2008
FORT MASON COMMUNITY GARDEN, INC.
ARTICLE I: NAME
The name of this corporation shall be the Fort Mason Community Garden, Inc.
ARTICLE II: PURPOSE
The purpose of this corporation shall be:
Section 1 To maintain a community garden in Fort Mason;
Section 2 To promote interest in the larger community in gardening through demonstration and service,
including, where appropriate, educational programs in cooperation with interested groups;
Section 3 To beautify the neighborhood and provide an attraction for visitors to Fort Mason;
Section 4 To receive and disburse funds to accomplish its lawful purpose; and
Section 5 To engage in all other activities permitted by law.
ARTICLE III: MEMBERSHIP
Section 1 Classes of Membership: There shall be two classes of membership:
(a) Active Members: Any person regardless of race, nationality, color, creed or sex, who is in agreement with the purpose of this corporation, adheres to the principles and rules of membership, and is duly selected by the Membership Committee of the Board of Directors shall be known as an Active Member.
(b) Honorary Members: Upon the recommendation of any member, the Board of Directors may elect by two-thirds (2/3) majority vote, honorary members to this corporation. Such persons must have rendered an outstanding service to this corporation that cannot otherwise be adequately compensated or recognized.
Section 2 Application for Membership: Applicants for membership may be required to sign such forms of application and membership agreements, and to provide such information as the Board of Directors may require, consistent with these By-Laws.
Section 3 Privileges of Membership:
(a) All members shall be entitled to attend meetings and to receive communications;
(b) Only Active Members in good standing shall be eligible to vote and hold office; and
(c) Only Active Members shall be entitled to the use of a garden plot, either individually or jointly, as the Membership Committee may determine.
Section 4 Voting Rights: Each garden plot carries with it a single membership vote and the "voting membership" of the corporation shall consist of as many votes as there are garden plots assigned to Active Members at the time.
Section 5 Payment of Dues and Assessment: To maintain good standing, Active Members shall be required to pay dues and assessments as set by the Board of Directors. Dues shall be payable by the first day of May each year and assessments shall be payable as indicated by the Board of Directors.
Section 6 Other Obligations of Active Membership:
(a) Workdays: Attendance at all designated "workdays" is mandatory except where special circumstances exist. Missing four consecutive workdays/make-up workdays will constitute grounds for dismissal from the Garden.
b) Usage of garden plots: Each garden plot assigned to the use of one or more Active Members must be kept weeded by them year-round and substantially planted for at least two seasons of each year. With the approval of the Membership Committee, a maximum of half a plot may be shared with a non- member. At no time shall any person plant or weed in more than one individual plot;
(c) Attendance at Meetings: Active Members should make every reasonable effort to attend all quarterly and special meetings. Attendance at the Annual Meeting is mandatory except where special circumstances exist;
(d) Community Tasks: Active Members shall provide assistance in the maintenance of common areas whenever reasonably required;
(e) Code of Conduct, ignoring of which is grounds for suspension and/or dismissal from the Garden:
(1) All tools and/or equipment shall be promptly returned to storage areas by members removing or using tools and/or equipment;
(2) Members shall not allow nor feed animals in the garden;
(3) Fires in the garden are restricted to charcoal BBQ;
(4) Unpleasant interactions with other members, including but not limited to verbal abuse, offensive language, non-cooperative or argumentative behavior, will not be tolerated and will be subject to Board review;
(5) Members engaged in excessive watering will be subject to Board review. Water must be used frugally. Hoses shall not be left running unattended or running for more than a short period of time;
(6) Compost shall not be removed from the bins without direct supervision of the Compost Task Force;
(7) No one shall enter the Greenhouse without permission and supervision of a member of the Greenhouse Task Force;
(8) Plants shall not be removed from the garden's public areas without permission;
(9) Material in the cutting gardens shall not be removed, broken or torn, but must be cut. A reasonable amount for personal use only may be removed. Identical procedures for other communal growing areas. Posted harvesting techniques must be used;
(10) Areas around plots shall be kept neat and free of weeds, grass, and overhanging materials (including, but not limited to, netting);
(11) Material may not be removed from another plot without permission from the member assigned to that plot; and
(12) Green material shall be placed in the "green bin" at the east side of the garden. No non- compostable material (plastic, metal, paper, ceramic) may be dumped into the "greens bin," but must be placed in one of the covered containers. Rocks and wood shall be placed in the "corral." If in doubt, ask a member of the Compost Task Force.
Section 7 Suspension, Expulsion and Reinstatement:
(a) Failure to pay dues or assessments on time, or to adhere to the other obligations of membership set forth above are each independently sufficient grounds for suspension or expulsion;
(b) Any member found by two-thirds (2/3) vote of the Board of Directors to have failed to adhere to the obligations of membership shall receive written notice of said finding and given not less than (7) and not more than thirty (30) days in which to effect compliance. Said notice shall also state whether suspension or expulsion will result upon continuing failure to comply;
(c) Any member suspended or expelled pursuant to this Article may appeal said action by petitioning the Board of Directors to have the voting membership of the corporation affirm or reverse the Board's decision. Said petition must be supported by the validated signatures of one-third (1/3) of the voting membership of the corporation. Thenceforth, upon prompt written notice to all members, a special membership meeting will be convened. Said meeting will be conducted by the President or such person designated by the President, and the aggrieved member shall be afforded full opportunity to present his case on appeal. A two-thirds (2/3) vote of the voting membership present shall be necessary to reverse the decision of the Board to suspend or expel;
(d) The suspension of any member shall consist of his or her exclusion from the privileges of membership for such time as the Board of Directors may determine is appropriate and/or the placement of his or her name to a position on the waiting list as determined by the Board of Directors; and
(e) Any member suspended may be reinstated on written application to the Board of Directors upon such condition as the Board may designate.
ARTICLE IV: OFFICERS
Section 1 Officers: The officers of this corporation shall be a President, a Vice President, a Secretary, a Treasurer, and a Sergeant-At-Arms. The same member may not be the President and also the Secretary.
Section 2 Elections: Officers and directors shall be elected by written ballot by the members at the regular meeting in March of each year. Nominations shall be made from the floor, and a simple majority vote or a quorum shall be sufficient to elect any officer.
Section 3 Term: Each officer shall serve for a term of one year, or until resignation, termination, disqualification or election of a successor.
Section 4 President: The President shall have general supervision and direction of the affairs of the corporation. The President shall preside at all Board and membership meetings, be ex officio a member of all permanent committees and appoint the chairmen for such committees; and shall exercise and perform all the functions normally assigned to such office and those which may be prescribed by the Board of these By-laws, from time to time.
Section 5 Vice President: In the President's absence, the Vice President shall assume all of the responsibilities and duties of the President; shall assist the President in any way requested; and shall perform such other duties as the corporation may prescribe.
Section 6 Secretary: The Secretary shall record the minutes of all corporation meetings; shall keep a minute book open at the corporation's office to members at all reasonable times containing true copies of the Constitution, By-laws, and minutes of the meetings of the Corporation; shall maintain an official roster containing the names of committees of the corporation; shall keep an accurate record of attendance at all corporation meetings; shall attend to giving, serving and publishing such notices as are required to be given by these By-laws; shall be responsible for all corporation correspondence; shall maintain the corporation's files, except the accounting records maintained by the Treasurer; and shall perform such other duties as normally are assigned to such office and as may be prescribed by the corporation.
Section 7 Treasurer: The Treasurer shall be responsible for the proper receipt, disbursement and accounting of any monies which come from any source into the possession of the Corporation; shall be responsible for the safekeeping of any valuables and personal property which come into the possession of the corporation; shall keep and maintain a permanent set of records which accurately substantiate and account for all funds, properties, and business transactions of the corporation; shall render to the corporation monthly, or whenever otherwise required, an account of the corporation's business transactions and financial status; shall render an annual income and financial statement to the corporation at the last meeting of the year; and shall perform such other duties as may be incidental to the office of Treasurer or as may be assigned by the corporation.
Section 8 Sergeant-At-Arms: The Sergeant-At-Arms shall preserve order and decorum at membership meetings and otherwise be available to assist the officers in the organization and conduct of said meetings and in any other manner they direct.
Section 9 Resignation: An officer may resign at any time upon written notice to the President delivered or mailed to the corporation's office. The resignation and the vacancy thus created shall be reported at the next meeting of the corporation.
Section 10 Vacancies: A vacancy in any office of the corporation, however caused, shall be filled for the unexpired portion of the term on appointment by the President, to be confirmed by a majority vote of the membership at the next membership meeting. The new officer shall serve for the unexpired term.
ARTICLE V: BOARD OF DIRECTORS
Section 1 The Board of Directors shall be composed of the officers of the corporation and seven (7) additional directors.
Section 2 The Board of Directors shall have general supervision of the affairs of the corporation between its business meetings, fix the hour and place of meetings, make recommendations to the corporation, and perform such other duties as are specified in these Bylaws. The Board shall be subject to the orders of the corporation, and none of its acts shall conflict with action taken by the corporation.
Section 3 Prior to the first day of April each year the Board of Directors shall fix the annual dues by two-thirds (2/3) majority vote. Assessments may be set from time to time by two-thirds (2/3) majority vote of the Directors as the need arises.
Section 4 Unless otherwise ordered by the Directors, regular meetings of the Board of Directors shall be held no less than once each quarter upon timely written notice to all Directors. Upon timely written notice to all Directors special meetings of the Board can be called by the President and shall be called upon the written request of six (6) members of the Board.
Section 5 Six (6) members of the Board of Directors shall constitute a quorum.
ARTICLE VI: MEETINGS
Section 1 The regular meetings of the corporation's membership shall be held during the last month of each quarter year unless otherwise ordered by the corporation or by the Board of Directors. All members shall be notified in writing.
Section 2 The regular meeting in March shall be known as the Annual Meeting and shall be for the purpose of electing officers and directors, receiving annual reports of officers and committees, and for any other business that may arise.
Section 3 Special meetings can be called by the President or by the Board of Directors and shall be called upon the written request of at least ten (10) members. The purpose of the meeting shall be stated in the call. Except in cases of emergency, one week's notice shall be given.
Section 4 Except when otherwise set forth, one-third (1/3) of the voting membership of the corporation shall constitute a quorum.
ARTICLE VII: COMMITTEES
There shall be the following standing committees:
Section 1 A Finance Committee, of which the Treasurer shall be Chairman, shall be appointed by the President promptly after each Annual Meeting. It shall be the duty of this Committee to prepare a budget for the next fiscal year and to submit it to the corporation at its next regular meeting. It shall also be their duty to superintend the financial concerns of the corporation, to examine and report on all bills presented; to inspect and audit annually the accounts of the Secretary and Treasurer and all committees charged with the receipt or expenditure of the funds of the corporation; and they are authorized to examine the books and accounts of any officer or Committee, whenever they think proper, and to report speedily on all matters they have in hand.
Section 2 A Program Committee, including the Chairman thereof, shall be appointed by the President promptly after each annual meeting, whose duties shall be to plan and implement activities of an educational and recreational nature in furtherance of the purpose of the corporation as stated in Article II.
Section 3 A Membership Committee, including a Chairman thereof, shall be appointed by the President promptly after each annual meeting, whose duties shall be to maintain a waiting list of applicants for membership; to assign membership to applicants on a first-come, first-served basis; to assign new members to suitable plots and to provide orientation for them; to explore the talents and interests of all members and to facilitate their participation in garden activities; and to assist in providing suitable channels of communication among members.
Section 4 Appointment of the Chairmen of standing committees shall be subject to majority approval of the Board of Directors.
ARTICLE VIII: BUSINESS YEAR
The business year of this corporation shall be from April 1 of each year to March 31 of the following year.
ARTICLE IX: FUNDS
Section 1 The Board of Directors may accept gifts, grants devises or bequests for the promotion of the purposes of the corporation and shall apply them according to any terms or conditions imposed.
Section 2 The funds and investments of the Fort Mason Community Garden, Inc. shall be under the direction and control of the Board of Directors. Such funds may be drawn out or otherwise transferred or dealt with only on the signatures of the President, Secretary and Treasurer of the corporation, or of any two of them.
ARTICLE X: AMENDMENTS
Any voting member may propose an amendment to these By-laws by submitting the same in writing to the Board of Directors at least one month prior to any regular membership meeting. Any such proposed amendment or any amendment proposed by a committee or by the Board of Directors itself must be submitted in writing to the membership two weeks in advance of the meeting. A two-thirds (2/3) vote of the members present at the meeting shall be required to amend the By-laws.
ARTICLE XI: RULES OF ORDER
The rules contained in the current edition of Robert's Rules of Order. Newly Revised shall govern the corporation in all cases to which they are applicable and in which they are not inconsistent with these By-laws and any special rules of order that the corporation may adopt.