North Shore Garden Club By-laws May 2008 NORTH SHORE GARDEN CLUB Organized 1916 ARTICLE 1 NAME AND PURPOSES Section 1. This corporation shall be known as the North Shore Garden Club, Inc. (Incorporated in 1953.) This corporation is registered by the State of Illinois under the 'General Not for Profit Corporation Act' and its powers will be limited to those granted by this act. Section 2. The purposes of this corporation are: To disseminate information and to promote interest in horticultural  activities both among its membership and in the general community. To provide an outlet for creative expression; to encourage the  beautification of property, both civic and private. To assist, maintain and. encourage the development of botanical  gardens and horticultural centers for the advancement of science and  the enjoyment and education of the public. To further horticultural education, conservation, and landscape  design through gift scholarships and other such means. ARTICLE II MEMBERSHIP Section 1. Classification Membership consists of ACTIVE and HONORARY members. Active members pay yearly dues. Honorary membership shall be bestowed upon those who have maintained membership in the club 40 years; they shall not pay any dues. Section 2. Eligibility and qualifications for membership: Anyone over 21 years of age shall be eligible for membership. A member of the NSGC for at least one year, may propose a  candidate.  It is the responsibility of the Board of Directors to accept  or deny each application. Members must reside in one of the North Shore communities  running from Evanston to Lake Bluff, or one of the suburbs which are  contiguous to one of the former. Families of members automatically are eligible for membership. Exceptions may be made at the discretion of the Board of Directors. New members will be accepted after attending one regular meeting. Section 3 . Voting Rights On any matter submitted to the membership for a vote, each member is entitled to one vote. Section 4. Resignation A member may resign from the club by notifying the President or Corresponding Secretary. Section 5.  Property Rights No member or other individual shall have any property rights, legal or equitable, in or to the assets or properties of the corporation. The exception to this shall be upon final dissolution of the corporation at which time, as provided by law, when all debts and obligations are paid, the assets or properties of the corporation will be divided equally among all of the current membership. ARTICLE III MEETINGS Section 1. Annual Meeting The annual meeting of the club is to be held on the regular meeting date in the month of September. At this meeting the election of officers and directors is to take place; that the annual reports of committee heads are presented and such other business is transacted. Section 2. General and Special Meetings Meetings of the membership shall be held on the third Tuesday of each month. The meeting date may be changed or eliminated at the discretion of the President. Special meetings of the membership may be called by the President, the Board of Directors or by active members comprising not less than 1/4 of the total membership. Written notification of the time, place, and date of meeting is required to be sent to the entire membership. In case of a special meeting, the purpose for which the meeting is being called, shall be stated in the notice. Section 3. Quorum A quorum is necessary to conduct business. A quorum is a majority of Those members present and voting at the meeting. ARTICLE IV BOARD OF DIRECTORS Section 1. General Powers The affairs of the club shall be managed by the Board of Directors. Section 2. Tenure and Qualifications The Board of Directors of the corporation shall be officers, standing Committee chairpersons and special committee chairpersons. A President, Vice-President and Treasurer are required offices. All others exist as the Board of Directors and corporation deem necessary. The term of office shall be for 2 years and shall continue until a Successor is elected. Board Members must attend a majority of meetings held during the year, unless they are excused by the President. Failure to do so, shall result in removal from the Board. Section 3. Meetings The Board of Directors shall meet by request of the President or 4 times a year before or after a general meeting or the Annual Meeting. Section 4. Notice Notice of any special meeting of the Board of Directors shall be given in sufficient time to allow at least 2 days notification prior to the meeting. Section 5. Action The decision of the majority of the Board of Directors present at a meeting shall constitute action. Section 6. Vacancies The President may fill any vacancy that occurs on the Board of Directors with the concurrence of the Board. Section 7. Quorum A quorum of the Board requires 51 percent of the Board of Directors to be present for voting. ARTICLE V COMMITTEES Section 1. Standing Committees Chairpersons of these committees are members of the Board of Directors. Standing committees are Program, Membership, Scholarship and Hospitality. Section 2. Special Committees Special committees shall be designated by the President. Chairpersons of those committees are eligible for membership to the Board of Directors. Section 3. Nominating Committee This committee shall be appointed by the President and shall consist of one non-board member and two members of the current Board of Directors. The committee shall present the slate of candidates for approval to the membership at the Annual Meeting. ARTICLE VI DUES Section 1. Annual Dues The fiscal year shall be from September 1 to September 1. Dues are payable in advance. New members shall pay the full yearly dues if admitted to membership during the period of September 1 to February 28 of  the following year; if admitted during the months from March 1 to the following August 31, the amount of dues is half. Section 2. Default and Termination of Membership The Board of Directors shall terminate the membership of any member who is in default in payment of dues for 6 months from the beginning of the period for which dues are payable. ARTICLE VII GUESTS A member, in whose home any regular or special meeting of the club is being held, may invite guests without charge to attend that portion of the meeting that is of general interest. Members of the club may invite guests to open meetings and a guest fee may be charged for each attending guest. ARTICLE VIII WAIVER OF NOTICE Whenever a written waiver of notice is given, signed by the person or persons entitled to sign such, it will be considered valid whether such is executed before or after the time stated on the document. This is pursuant to the provisions of the 'General Not for Profit Corporation Act of Illinois'  or under the provision of the Articles of Incorporation or the by-laws of the corporation. ARTICLE IX CONTRACTS, CHECKS, DEPOSITS AND FUNDS Section 1. Contracts The Board of Directors may authorize one or more officers to enter into any contract or to execute and deliver any instrument in the name of and/or on behalf of the corporation. Section 2. Checks, Drafts, Etc. The Board of Directors shall determine 3 officers who will have the authority to sign checks, drafts or other orders for payment of money, notes or other evidences of indebtedness in the name of the corporation. Section 3. Deposits All funds of the club/corporation are to be deposited in the corporation's accounts maintained in the bank and/or trust companies or such depositories as selected by the Board of Directors. Gifts, contributions, and bequests may be accepted by the Board of Directors. ARTICLE X AMMENDMENTS TO THE BY-LAWS By laws shall be presented for adoption or as an amendment at any meeting. They may be offered by the Board of Directors after consideration and approval of a majority of the Board members. A 2/3 vote of the general membership present and voting is required for passage. A member present at the Annual Meeting may offer a by-law for adoption, amendment, alteration or repeal; however, action requires a ¾ vote of approval for passage.