By-laws of the
Jefferson County Master Gardener Foundation
 
 
Article I
Name and Location
 
 
The name of the organization shall be "Jefferson County Master Gardener Foundation," and its location and chief place of business shall be in Jefferson County, State of Washington. 
 
Article II
 
Purposes
 
The purposes of this organization are solely educational and charitable in furtherance of the Washington State Master Gardener and Extension education programs of Jefferson County. There is no purpose or intention of carrying on business, trade, avocation or profession for profit. Without limitation as to the generality of the foregoing, the following purposes are specifically stated: 
 
 1. To enhance and supplement the community educational efforts of the Washington State University Master Gardener Program and thereby provide education and information about horticulture and environmental stewardship and community service to the citizens of Jefferson County;
 
2. To raise funds to be used to supplement and enhance the Master Gardener programs of WSU
Cooperative Extension;
 
3. To facilitate an exchange of ideas and information between individual members and the community through periodic newsletters, meetings and ongoing educational activities;
 
4. To inform and educate the citizens and decision-makers of Jefferson County about the value of the Master Gardener Program.
 
5. To provide Master Gardener Foundation programs and activities open to all without discrimination.
 
Article III
 
Membership
 
Section 1. The membership of the Foundation shall consist of Master Gardeners in good standing, as stated in the Jefferson County Master Gardener Volunteer Handbook
 
Section 2. Each member shall be entitled to cast one vote at any annual or special Foundation meeting.
 
Section 3. Master Gardeners remain certified by participating in the Master Gardener Foundation / program as defined in the Master Gardener Volunteer Handbook. For individuals who are unable to meet the requirement, membership will be reviewed by the Board of Directors.
 
Article IV
 
Friend Of Master Gardeners
 
Section 1. A Friend of Master Gardeners is one who has paid annual dues and may participate in Master Gardener Foundation activities. Friends have no vote and can not hold office.

Article V
 
Officers
 
Section 1. All officers of the Foundation: Chairperson, Co-Chairperson, Secretary and Treasurer shall be elected by members of the Foundation and serve as ex-officio voting members of the Board of Directors.
 
Section 2. The officers shall be elected at the annual meeting held each November from a slate of Master Gardener Foundation members in good standing.
 
Section 3. The duties of Chairperson, Co-Chairperson, Secretary and Treasurer shall be those usually imposed upon such officials of organizations and as are required by law and as may be assigned to them respectively from time to time by vote of the Board of Directors.
 
Section 4. The term of all officers shall be one calendar year or until successors are elected. All offices shall be assumed in January following election or appointment. Officers shall not hold the same position for more than two consecutive terms.
 
Section 5. If a vacancy should occur in the office of Chairperson, the Co-Chairperson shall automatically succeed to the office and the Board of Directors shall appoint another Co-Chairperson. Vacancies in other offices shall be filled by appointment by the Board of Directors.
 
Article VI
 
Board of Directors
 
Section 1. The Board of Directors of the Foundation shall have all the powers and duties necessary, incident to or appropriate for the management and administration of the affairs of the Foundation. All powers of the Foundation except those specifically granted or reserved to the members by law, shall be vested in the Board. All proposed activities must have Board approval.
 
Section 2. The Board of Directors shall consist of five (5) Directors plus the four (4) officers. The five (5) directors shall be elected for a term of two (2) years; three (3) shall be elected during the even calendar year and two (2) shall be elected during the odd calendar year at the annual meeting. Directors may not serve more than two (2) consecutive terms.
 
Section 3. The officers are ex-officio voting members of the Board of Directors. The Chairperson shall act as chairman of the Board of Directors. 
 
Section 4. In the event of a vacancy on the Board of Directors, the Board shall appoint a successor to hold office for the unexpired portion of the term.
 
Section 5. A majority of the Board of Directors shall constitute a quorum for the transaction of business, and the majority of votes of such a quorum shall be sufficient to pass any measure coming before the Board.
 
Section 6. Regular meetings of the Board of Directors shall be held at least quarterly at such times as the Board shall decide. Meetings are open to the general membership. Special meetings may be called by the Chairperson or the majority of the Board members.
 
Section 7. The Board of Directors shall keep minutes and record all of its proceedings. It shall maintain a current list of names and addresses of members. Books, records and minutes, shall be available for inspection by the members at a convenient time.
 
Section 8. Any officer or Board member that fails to attend three consecutive meetings without an excuse may be removed from office and the Board of Directors will appoint a replacement. Any officer or director may be removed by the Board for willful misconduct. This action would be discussed and voted upon at a duly called meeting whenever, in the Board's judgment, the best interest of the organization is served. Notice of the proposed removal of an officer or a
director must be given to the person prior to the date of the meeting at which such removal is voted upon. Such notice must state the cause for the proposed removal.
 
Section 9. The Board of Directors may accept on behalf of the Foundation any contribution, gift, bequest or device for the general purposes and/or special purposes of the Foundation.
 
Section 10. The Board of Directors shall have the power to sell, dispose of the whole or any part of the property, real or personal, which the Foundation may from time to time own, and to acquire other property.
 
Section 11. The Board of Directors shall have the power and authority to:
 
1. Receive and administer funds and other assets; and 
 
2. Serve in an advisory capacity to Cooperative Extension or Master Gardener activities and to encourage interest in the Jefferson County Master Gardener Foundation.
 
Section 12. The Board of Directors shall appoint a Nominating Committee prior to the annual meeting to recommend a slate of officers and new Board members. The Nominating Committee shall include at least one Board member. The committee will then offer its suggestions in written form in the newsletter just prior to the annual meeting and at the annual meeting before elections are conducted. Additional nominations from the floor shall be accepted.
 
Section 13. If 20% of the foundation membership petitions the Board, any Board decision can be put to a vote by the general membership.
 
Article VII
 
Meetings
 
Section 1. An annual meeting of the members shall be held during November of each year. It shall be the duty of the Secretary to give fifteen (15) days notice by email or newsletter of the annual meeting to all members.
 
Section 2. There shall be at least one general membership meeting every quarter.
 
Section 3. Special meetings may be held at any time as called by the Board of Directors or by request of the WSU Faculty Advisor on behalf of the Foundation membership. It shall be the duty of the Secretary to give fifteen (15) days notice by email or newsletter and to indicate the purpose of the meeting to all members. 
 
Section 4. At any meeting of the Foundation, 20% of the Foundation membership shall be sufficient to constitute a quorum and a majority of the votes of such a quorum shall be sufficient to transact business.
 
Section 5. Voting by proxy is permitted to the extent permitted by the laws of the state of Washington subject to such rules and restrictions as may from time to time be imposed by the Board of Directors.
 
Article VIII
 
Committees
 
Section 1. The Board of Directors shall appoint committees or other individuals as deemed necessary to conduct business.
 
Section 2. Committees shall report to the Board of Directors on their proceedings.
 
Section 3. All committee activities must have Board of Directors approval.
 

Article IX
 
Finances
 
Section 1. The fiscal year of the Foundation shall be January 1 through December 31. 
 
Section 2. Funds may be solicited for purposes approved by the Board of Directors. Contributions may be received for either regular or special needs or both.
 
Section 3. All expenditures must have prior approval by the Board of Directors.
 
Section 4. All contributions are to be deposited with the Treasurer and all contributions to and disbursements from the Foundation shall be recorded by the Treasurer.
 
Section 5. Expenses for the year shall not exceed funds available to pay for them that year.
 
Section 6. The Board of Directors shall prepare a budget of all proposed receipts and disbursements for the following fiscal year.
 
Section 7. An audit report of the finances of the Foundation shall be made prior to the annual meeting and at such times, if any, as the Board of Directors shall direct.
 
Section 8. No loans shall be made or obtained by the Foundation.
 
Section 9. Any extraordinary expense not defined in the budget must be approved by the general membership.  Such expense would be defined as one-thousand dollars ($1000.00) or more. 
 
Article X
 
Parliamentary Procedure
 
Section 1. The Rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Foundation in all cases to which they are applicable and in which they are consistent with the bylaws and any special roles of order the foundation may adopt.
 
Article XI
 
Quorum
 
 
Section 1. A simple majority of the Board of Directors shall constitute a quorum for the transaction of business and the majority of votes of such a quorum shall be sufficient to pass any measure coming before the Board.
 
Article XII
 
Amendments
 
Section 1. These by-laws may be altered. amended or repealed and new by-laws adopted by simple majority at any regular, special or annual meeting, if at least 15 days written notice signed by the Chairperson and Secretary is given to all members of the Foundation stating the Board's intention to alter, amend, or repeal or to adopt new by-laws at such meeting.
 

Proposed Modifications to the MG Bylaws

Article VII Sec. 1 - change “mail” to email or newsletter
Sec. 3 - after “notice”, insert by email or newsletter
Sec 5 - after restrictions, remove ,if any,
Art X - Parliamentary Procedure This is the wording in the 2001 version which essentially makes the sentence positive instead of negative ( “are consistent with”) instead of (“are not inconsistent with”)
Section 1. The Rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Foundation in all cases to which they are applicable and in which they are consistent with the by-laws and any special roles of order the foundation may adopt.
Article XI Quorum. This was added in the 2001 version, basically right out of the Articles of Incorporation.
Section 1. A simple majority of the Board of Directors shall constitute a quorum for the transaction of business and the majority of votes of such a quorum shall be sufficient to pass any measure coming before the Board.
Article XII Amendments--formerly Article XI
Article XIII Dissolution--formerly Article XII modified in the 2001 version; no further changes proposed here.
Section 1. Upon Dissolution of the Foundation, the assets of the Foundation shall be distributed to the Washington State Master Gardener Program, Pullman, Washington, or to such nonprofit, scientific, or educational horticultural organizations as the Board of Directors may select, which would qualify under the provisions of Section 501 (c) (3) of the Internal Revenue Code
 
Article XIII
 
Dissolution
 
Section 1. Upon Dissolution of the Foundation, the assets of the Foundation shall be distributed to the Washington State Master Gardener Program, Pullman, Washington, or to such nonprofit, scientific, or educational horticultural organizations as the Board of Directors may select, which would qualify under the provisions of Section 501 (c) (3) of the Internal Revenue Code. 
 
 
Approve:
 
Date: ______________________________
 
 
Master Gardener Foundation Chairperson _________________________
 
Master Gardener Foundation Secretary____________________________ 
 
WSU Faculty Advisor _______________________________________