BYLAWS

BYLAWS
OF
LOUISIANA GARDEN CLUB FEDERATION, INC.

ARTICLE I - NAME

The name of this corporation is LOUISIANA GARDEN CLUB FEDERATION, INC., whose permanent address is Headquarters Home, 1606 Water Street, P. O. Box 542, Lecompte, LA 71346-0542 and whose mailing address is the address of the current President.

ARTICLE II - OBJECT

The objects and purposes are:
1. To bring into closer relationship the Garden Clubs of the State of Louisiana; to coordinate the interests of the separate Garden Clubs; and to promote organization of new clubs.
2. To aid in the conservation and protection of our natural resources, encourage civic beauty and stimulate roadside beautification.
3. To advance the fine art of gardening, of landscape design and the study of horticulture.
4. To further horticultural education, conservation and landscape design through gift scholarships.
To exist on a nonprofit basis for benevolent, charitable, scientific, and educational purposes
conductive to the well being of the community and useful to the public, all within the meaning Section 501 [c] (3)of the Internal Revenue Code.

ARTICLE III - MEMBERSHIP

Section 1. (a) Application of a senior club for membership shall be upon recommendation of a member club or of the Director in the District in which the club is located and shall be sent to the State President. After approval of the Membership Committee and payment of annual dues for the first year, the club shall be a member;
(b) Annual dues shall be five dollars ($5.00); four dollars and fifty cents ($4.50) for the Louisiana Garden Club Federation and fifty cents ($0.50) to National Garden Clubs for each member of the club as of June 1, the beginning of the fiscal year, due and payable to the State Treasurer on April 1 and delinquent after June 1. Clubs in arrears shall not be eligible to apply for State or National Awards and clubs whose dues are not paid before the Annual Convention shall not be entitled to representation at the Convention. If dues are not paid by the end of the fiscal year, May 31, the club shall be dropped from membership in the Federation, thirty days (30) written notice having been given by the Treasurer. Garden clubs becoming Federated between November 1 and May 31 must pay half the annual dues of its members in order to be in good standing;
(c) Clubs which have been dropped may be reinstated upon application, payment of amount due when dropped, and payment of current dues. Clubs that resign in good standing may return to the Federation with the status of a new club.
Section 2. (a) Junior, Intermediate and High School Garden Club membership shall be by sponsorship of a senior club, approval of the respective state chairman, and of the Membership Committee;
(b) The annual State dues of a Junior or Intermediate Garden Club shall be one dollar ($1.00);
(c) High School Garden Clubs shall pay annual dues of one dollar ($1.00) and annual National Garden Club dues of ten cents ($0.10) per member.
Section 3. Clubs or organizations other than garden clubs which subscribe to the objectives of the Federation may apply to the Executive Council for Affiliate Membership. Annual dues of Affiliate Clubs shall be ten dollars ($10.00).
Section 4. Honorary Membership may be conferred on an individual for outstanding services or contributions in the field of the objectives of the Federation upon recommendation of the Executive Council and approval of the Board of Directors. An Honorary Member who is not a member of a Federated Garden Club shall not have voting privileges.
Section 5. Life Memberships shall be limited to individuals. Application accompanied by the one time dues payment of one hundred dollars ($100.00) shall be made to the Life Membership Chairman. A Life Member shall enjoy all privileges of membership for life without necessity thereafter of paying annual State dues. A Life Member who is not a member of a Federated Garden Club shall not have voting privileges.

ARTICLE IV - DISTRICTS

Section 1. The State shall be divided into Districts to be determined every ten years after study by the District Directors and the Organizational Study and Policy Committee and approval of the Executive Council and the Board of Directors.
Section 2. A District Director will be elected for each District by the members of the District for a two year term, or until the successor is elected. Each District Director shall assist the clubs in the District to promote Federation objectives; shall organize and federate new clubs; and shall call and preside at an annual meeting of the clubs in the District.

ARTICLE V – OFFICERS & ELECTIONS

Section 1. The elected officers of the Federation shall be a President, President-Elect, First Vice-President, Second Vice-President, Recording Secretary, Treasurer, Historian, Parliamentarian, and the District Directors. The Corresponding Secretary shall be appointed by the incoming President. The Parliamentarian may be elected or appointed, depending on District numbers or qualified candidates.
Section 2. Officers to be elected, except the District Directors and appointed officer(s), shall be elected at the Annual Convention by qualified voters attending the election meeting in the odd numbered years to serve for a two year term, or until their successors are elected. Their terms of office shall begin at the close of the Convention at which they are elected;
(a) The Nominating Committee shall consist of a Chairman and a member, or alternate from each District. Should a vacancy occur on the committee, the President and the Director of the District in which the vacancy occurs shall appoint another alternate;
(b) The Chairman shall be named by the President and ratified by the Board of Directors; shall have served a minimum of two years on the Executive Council or four years on the Board of Directors, and have attended at least two Board of Directors Meetings during the past two years;
(c) Members of the Committee shall have served as President of a Federated Garden Club for a minimum of one year or have served two years on the Board of Directors of the Federation;
(d) The duty of the Committee is to nominate a candidate for each elective office, it having been ascertained that the nominees are qualified, willing and able to serve. It is the privilege of the President-Elect to appoint the nominee for the Corresponding Secretary. The Chairman of the Committee shall present these names at the summer Board of Directors meeting in the even numbered years and at the following Annual Convention. The Committee will strive to have a nominee for each office from each District, but when that is not possible, candidates from the same District will be allowed;
(e) At the time of the elections, nominations may be made from the floor with the consent of the nominees. If there are nominations from the floor, the elections shall proceed by ballot and a majority shall elect.
Section 3. A nominee for President-Elect shall have served a minimum of two years (2) on the Executive Council and four years (4) on the Board of Directors. If circumstances prevent the President-Elect from assuming the office of President, a nominee for President shall have served a minimum of four years (4) on the Executive Council and six years (6) on the Board of Directors.
Section 4. Nominees for District Director-Elect shall be elected at their District meeting in the odd-numbered years. The names of the nominees shall be sent to the Chairman of the State Nominating Committee for ratification at the winter meeting of the Executive Council. A nominee for District Director-Elect shall have served at least one year (1) as a Federated Garden Club President or two years (2) on the Board of Directors of the Federation.
Section 5. No officer or District Director shall be eligible for election for consecutive terms in the same office except the Recording Secretary and the Treasurer, who may serve for two consecutive terms only. An officer who has served more than half a term is considered to have served a full term in that office. No member may hold more than one office or chairmanship concurrently except as provided in these Bylaws or by approval of the Executive Council.
Section 6. Vacancies in office, except that of the President and President-Elect, may be filled by the LGCF President with the approval of the Executive Council for the unexpired term.

ARTICLE VI - DUTIES OF OFFICERS AND BOARD MEMBERS

Section 1. (a) The officers shall perform the duties as prescribed in these Bylaws, as directed by the Executive Council, and as prescribed by the parliamentary authority adopted by the Federation;
(b) The President shall preside at all meetings of the Executive Council and the Board of Directors, represent the Federation on all occasions, appoint chairmen and special or standing committees, except as provided in these Bylaws or Standing Rules of the Federation, and shall be an ex-officio member of all committees except the Nominating Committee;
(c) The President-Elect shall preside in the absence of the President and should a vacancy occur in the office of the President, shall fill such a vacancy. The President-Elect shall guide the District Directors in the organization of their work, shall visit each District at least once during the term of office, and shall preside at a meeting of the District Directors during each Annual Convention;
(d) The First Vice-President shall preside in the absence of the President and the President-Elect. The First Vice-President shall serve as LGCF Awards Chairman and shall serve as advisor to the local committees for Annual Conventions and State Flower Shows;
(e) In the absence of the President, the President-Elect and of the First Vice-President, the Second Vice-President shall preside. The Second Vice-President shall serve as NGC and Deep South Awards Chairman and shall serve as chairman of the Publications Committee;
(f) The Recording Secretary shall keep a record of all proceedings of the Federation and shall send copies of these minutes within one month of each meeting to the appointed committee to read the minutes. Upon return of the corrected copies, the Recording Secretary is to make the corrections to the original minutes and send copies to the President, President-Elect, Treasurer, Historian, Parliamentarian, and Organizational Study Chairman and the Newsletter Editor. The Recording Secretary shall have charge of all committee reports, record books, and any other papers pertaining to the office;
(g) The Corresponding Secretary shall attend to all correspondence at the direction of the President or the Executive Council; shall send out notices pertaining to the Federation, and shall keep the roster of the Federation;
(h) The Treasurer shall be responsible for collection of dues and shall disburse funds only as authorized by the adopted budget, by the Executive Council, or by the written authority of the President. The Treasurer shall submit a comprehensive report at the Annual Convention and an interim report at the Summer Board Meeting, and prepare the necessary annual report for Internal Revenue Service. On March 1, in the odd numbered years, the Treasurer shall transfer a minimum of one thousand dollars ($1,000.00) to the nominee for Treasurer and shall transfer the balance of funds and all records to the Treasurer as soon as the books have been audited by a committee of three members appointed by the outgoing President, no later than June 1;
(i) The Historian shall record the achievements of each administration and, after approval by the President, shall include such record in the Federation's Official History. The Historian shall forward a copy of the approved History to NGC and Deep South Historians, and shall procure and prepare for placement in permanent files all materials, books, and records of the Federation as directed by the Executive Council;
(j) The Parliamentarian shall advise the President, other officers, committees, and members on parliamentary procedure; shall incorporate all amendments into the Articles of Incorporation and Bylaws and send an accurate copy to the editor of the Newsletter for publication.;
(k-1) Each District Director shall assist the clubs in the District to promote Federation objectives; shall organize and federate new clubs; and shall call and preside at an annual meeting of the clubs in the District;
(k-2) Promptly after taking office the District Director shall appoint a District Nominating Committee of three members who shall be former State or District officers or chairmen residing in the District. This committee shall select a qualified nominee for District Director-Elect and a qualified member and alternate to represent the District on the State Nominating Committee and shall report at the following District meeting. Members eligible to vote are: Club Presidents or their alternates, State Officers, and State Chairmen residing in the District;
(k-3) At the first District meeting the District Director shall hold an election for District Director-Elect, who shall represent the District at Executive Council and Board of Directors meetings with voting privileges if the District Director is unable to attend. The District Director shall hold an election for a qualified member and an alternate to represent the District on the State Nominating Committee.
Section 2. Officers and chairmen shall send to the President and Recording Secretary a typewritten report of the year's activities on or before January 10. Within one month after retirement from office, all officers and chairmen shall deliver to their successors all books and records pertaining to the office or chairmanship.
Section 3. Chairmen of committees shall be limited to four (4) consecutive terms unless by special authorization by the Executive Council.
Section 4. Club presidents shall send a typewritten report of their club's activities during the year to the Director of their District on or before December 1 of each year.

ARTICLE VII - MEETINGS

Section 1. There shall be at least two meetings of the Board of Directors each year, one to be the Summer Board Meeting and one the Annual Convention. The Annual Convention shall be held in the spring at a place approved by the Executive Council. At the time of the convention, a State Flower Show may be held. The official call shall be issued to the members of the Board of Directors and other qualified voters at least thirty days (30) prior to the meetings.
Section 2. Voting members for all Board of Directors meetings shall be State Officers, State Chairmen, Officers of National Garden Clubs who reside in the state, Past State Presidents, qualified State Life Members, Club Presidents or their alternates, and accredited delegates. Clubs having fifty or more members whose current dues are paid shall be entitled to two votes, the President or alternate and the delegate. Individuals may have only one vote.
Section 3. The qualified voters registered shall constitute a quorum for all Board of Directors meetings and for District meetings.

ARTICLE VIII - EXECUTIVE COUNCIL

Section 1. The membership of the Executive Council shall be the President, President-Elect, First Vice-President, Second Vice-President, Recording Secretary, Corresponding Secretary, Treasurer, Historian, Parliamentarian, District Directors, three Representatives-At-Large and the immediate Past President.
Section 2. The Executive Council shall have supervision of the affairs of the Federation between Board of Directors meetings; shall fix the time and place of meetings; make recommendations to the Board of Directors; perform other duties as specified by these Bylaws.
Section 3. Meetings of the Executive Council shall be held shortly before each Board of Directors meeting, and one in the fall or winter. Special meetings may be called by the President, or shall be called upon written request of seven members of the Council. The call for a special meeting shall be issued by the Corresponding Secretary, stating date, place, time, and the business to be transacted.
Section 4. A majority of the members shall constitute a quorum and a majority of those present must concur on any action taken for the same to be valid or binding on the Federation or its members.
Section 5. In times of emergency, the Executive Council may conduct meetings by conference call or simultaneous video. Members may be polled by mail, telephone, fax or email. A majority of the Executive Council must approve any business conducted in this manner.

ARTICLE IX - FINANCES

Section 1. (a) The allowance, in the approved budget of the Federation, for the President's and President-Elect’s travel and office expenses shall be available to them quarterly when documentation is submitted to the Treasurer, but at least by April 1 of each year;
(b) The Treasurer shall be allowed a budgeted amount each year for expenses of the office with documentation and approval of the Executive Council;
(c) Each District Director shall be given by the Treasurer at the Annual Convention the percentage of the State dues collected in the District during the past fiscal year for expenses incurred by the District Director. The percentage shall be based on membership as follows:
12 to 500 20%
501 to 750 17%
over 750 15%;
(d) Other State Officers, and State Chairmen may be reimbursed a budgeted amount for necessary expenses upon presentation of an itemized statement with documentation to the Treasurer by March 1 of each year.
Section 2. Budgeted expenses for the Annual Convention shall be available on November 1 upon application by the Convention Chairman to the Treasurer and with the approval of the President. Any surplus funds from the Convention shall be divided, with 60% allocated to the Federation and 40% to the host District.

ARTICLE X - COMMITTEES

Section 1. The Advisory Committee shall be composed of active Past Presidents of the Federation with the Immediate Past President as chairman. Active Past Presidents are those who have attended at least one Board of Directors Meeting during the past two years. This committee shall meet at least once a year at a time other than regularly scheduled Federation meetings, and shall be called by the Chairman of the Advisory Committee with the approval of the State President. Meeting with the Advisory Committee shall be the current President, President-Elect, and if possible the First Vice-President and the Chairman of the Headquarters Trustees to consider continuous and contemplated projects; and, when consulted, consider questions affecting policies of the Federation and advise the Executive Council on such matters.
Section 2. The Finance Committee shall be composed of a Chairman, the Treasurer, the Immediate Past Treasurer, and two members appointed by the President, one appointed from the Executive Council and one appointed from the Board of Directors. This committee shall prepare the annual budget for submission to the Executive Council and the Board of Directors at a meeting prior to the Annual Convention. Requests for non-budgeted expenditures for more than one hundred dollars ($100.00) shall be submitted to this committee for approval before submission to the Executive Council.
Section 3. The Organizational Study and Policy Committee shall be composed of five members, including the President-Elect and the Parliamentarian. The duties of the committee shall include proposing amendments to the Bylaws of the Federation when deemed necessary; making recommendations for improving operations and functions of the Federation; and determining, when requested by the President, if suggestions and proposals are in accordance with the objectives and policies of the Federation. All recommendations of this committee should be proposed to the Executive Council.
Section 4. (a) The Publications Committee shall be composed of the Second Vice-President, as Chairman, the Newsletter Editor, the Publicity Chairman and one other to be appointed. This committee shall supervise and direct the content, policy and program of all publications of the Federation;
(b) The Newsletter Staff shall include Editor, Business Manager, Advertising Manager, Circulation Manager, and others if they are needed. This staff shall be responsible for editing and publishing the Newsletter, the official publication of the Federation. A written financial statement covering the fiscal year (from June 1 to the following May 31) for the Newsletter is to be given to the membership at the Annual Convention by the Business Manager, and a copy furnished to the Treasurer for official records.
Section 5. (a) The Headquarters Trustees shall be four members elected by the Board of Directors, one to be elected each year at the Annual Convention. Nominations shall be made by the Executive Council upon recommendation by the President. If Headquarters is located on property belonging to some other agency, an additional member may be recommended by that agency and approved by the Executive Council. To be eligible to serve as a Headquarters Trustee, a member must have served a minimum of two years on the Executive Council of LGCF, and must have attended three out of the immediate past six Board of Directors meetings;
(b) The term of a Trustee shall be four years. In the event of a vacancy, it shall be filled by the Executive Council upon recommendation of the President;
(c) The Chairman of the Trustees shall be appointed by the President from the elected members for a term of two years. A Trustee shall not be eligible to serve as Chairman for more than four years. All Trustees who are members of LGCF shall become members of the Board of Directors;
(d) Meetings of the Trustees shall be scheduled so as not to conflict with other meetings of the LGCF. Headquarters Trustees should attend each of these meetings. An affirmative vote of a majority of all Trustees shall be necessary. In the event of an emergency, a vote by mail, telephone, fax of email may be taken. The Trustees shall keep regular minutes of their proceedings and actions and report these and a comprehensive financial report to the Executive Council at its next regular meeting;
(e) The Trustees shall have control of all funds collected for the construction, acquisition, enlargement and improvement of the grounds, buildings, furnishings and equipment of the Headquarters of the LGCF, and shall be responsible for all construction, reconstruction, maintenance and repair thereof, other than routine items, which shall be the responsibility of the local Headquarters chairman. Funds collected for any of these purposes shall be in the LGCF Treasurer’s book as a designated line item. The Trustees shall propose and operate a budget incorporated in the annual budget of the LGCF. No disbursement shall be made from any of these funds except as authorized by the Trustees. The Treasurer, acting under the direction of the Trustees, shall have the authority to sign checks for the withdrawal of money to perform all acts necessary to carry out the instructions of the Trustees. Disbursements in excess of two hundred ($200.00) dollars not covered by the budget shall be approved by the Executive Council. Three bids shall be obtained for expenditures involving more than two hundred dollars ($200.00), except with prior approval of the Executive Council. A complete report of expenditures for maintenance, repair and other expenditures for the Headquarters Home covering the fiscal year (from June 1 to May 31) must be presented to the membership at the Annual Convention by the Headquarters Trustees Chairman and a copy furnished to the Treasurer for official records.
Section 6. The Scholarship Committee shall be composed of a chairman, appointed by the President and three other members. Other members to be included on the Scholarship Selection Committee are the Directors of Districts sponsoring a scholarship and other groups or individuals sponsoring scholarships. This committee will encourage contributions to the scholarship funds of LGCF, will meet at the Summer Board Meeting to select the scholarship winners from applications and to select a worthy applicant for the NGC Scholarship.
Section 7. Other committees, Standing or Special, shall be appointed by the President as the Executive Council or Board of Directors shall authorize. In the absence of the President, the assembly may authorize the chair to appoint any necessary special committees.

ARTICLE XI - PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert's Rules of Order, Newly Revised shall govern the Federation in all cases in which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Federation may adopt.

ARTICLE XII - AMENDMENTS

Section 1. These Bylaws may be amended at any Board of Directors Meeting by a two-thirds (2/3) vote of the qualified voters registered and voting, provided notice of the proposed amendment(s) has been given to the Board of Directors in writing at least two weeks before the Board of Directors meeting.
Section 2. These Bylaws may be amended at the Annual Convention without previous notice with a unanimous vote of the qualified members registered and voting.