Bylaws of

Arlington Heights Garden Club NFP 

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 For use with the Club Handbook 

 

 

ARTICLE I NAME AND OFFICES

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Section 1. Name. The name of this organization is Arlington Heights Garden Club NFP
(hereafter the “corporation,” “AHGC,” “Arlington Heights Garden Club” or “the Club”), an
Illinois not-for-profit corporation organized under the Illinois General Not for Profit Corporation
Act of 1986, 805 ILCS 105/101.01 et seq., as amended (the “Act”). The Board of Directors may
adopt and register any assumed name by which the corporation may do business.

 

Section 2. Registered Office. The corporation shall have and continuously maintain in the
State of Illinois a registered office and a registered agent whose office shall be identical with
such registered office, and may have such other offices within or without the State of Illinois and
such other registered agents as the Board of Directors may from time to time determine.

 

ARTICLE II PURPOSE

 

Section 1. Purpose. The purpose of the corporation is to (i) promote, protect, and encourage
environmental and conservation best practices, (ii) provide community guidance for civic
beautification, and (iii) provide a forum to educate, share knowledge and experience, and
encourage the love of gardening in a welcoming community organization open to all levels of
gardeners, as determined from time to time by the Board of Directors.

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ARTICLE III MEMBERSHIP

 

Section 1. Eligibility. Membership in the corporation shall be open to all persons interested
in the corporation’s purposes. The Board may establish eligibility rules and adopt a membership
application.

 

Section 2. Dues. The Board may establish such a schedule of dues as it deems appropriate.

 

Section 3. Membership Classes. The corporation shall have one (1) class of Members.

 

Section 4. Regular Club Meeting. The regular club meeting shall be held on the fourth
Monday of the month, unless otherwise changed by the Board of Directors. The purpose of the
Regular Club Meeting is to engage in activities consistent with the Purpose set forth in Article II,
but the Members shall not transact business at such meeting unless coinciding with the Annual
Meeting of the Club Membership or a Special Meeting of the Club Membership, as defined
further below.

Section 5. Annual Meeting of the Club Membership. The annual meeting of the Members
for the election of Directors and for the transaction of such other business as may come before
the Members, including the delivery of a financial statement, shall be held each year at the place,
time, and date, in the months of April, May, or June, as may be fixed by the Board, or, if not so
fixed, as may be determined by the President of the Board (the “Annual Meeting of the Club
Membership”). The Board may, in its sole discretion, determine that the Annual Meeting of the
Club Membership be held solely by means of electronic communication.

 

Section 6. Special Meeting of the Club Membership. Special meetings of the Members
shall be held whenever called by resolution of the Board or by a written demand to the Secretary
of ten percent (10%) of the Members eligible to vote. The Secretary upon receiving written
demand or resolution shall promptly give notice of such meeting as provided in Section 7, or if
the Secretary fails to do so within five (5) business days thereafter, any Member signing such
demand may give such notice. The President of the corporation shall preside at the meetings of
the Members, or in the absence of the President, an acting President shall be chosen by the
Members present. The Secretary of the Corporation shall act as Secretary at all meetings of the
Members, or in the absence of the Secretary, an acting Secretary shall be chosen by the Members
present. The Board may, in its sole discretion, determine that the meeting be held solely by
means of electronic communication.

 

Section 7. Notice of Meetings. Written or electronic notice of each member meeting shall be
given, personally or by mail or electronic transmission, to each Member entitled to vote at such
meeting not less than ten (10) days before the date of the meeting. The notice shall state (i) the
place, date, and hour of the meeting, (ii) the means of electronic communications, if any, by
which members and proxyholders may participate in the proceedings of the meeting and vote or
grant proxies at such meeting, and (iii) unless it is the Annual Meeting of the Club Membership,
the purpose or purposes for which the meeting is called and indicate that the notice is being
issued by or at the direction of the person or persons calling the meeting. Notice may be served
by prominently displaying the notice on the corporation’s webpage for at least three weeks
before the date of the meeting and publishing in the corporation’s newsletter. However, the
requirements of this Section 7 shall not apply to Regular Club Meetings, for which the Board
may adopt other means of notice.

 

Section 8. Quorum of the Membership. At all meetings of Members, ten percent (10%) of
the Members eligible to vote or one hundred (100) Members eligible to vote, whichever is less,
present in person or by proxy, shall constitute a quorum for the transaction of business. In the
absence of a quorum, the Members present in person shall adjourn the meeting from that time
until a quorum is present. Notice of the new meeting is not required if the time and place for the
new meeting is announced at the meeting at which the adjournment is taken, and at the new
meeting any business may be transacted which might have been transacted at the meeting as
originally called.

 

Section 9. Voting. Except as otherwise provided by statute or these by-laws, the vote of a
majority of the members present at the time of a vote, if a quorum is present at such time, shall
be the act of the Members. At any meeting of the Members, each Member present, in person or
by proxy, shall be entitled to one (1) vote.

Section 10. Proxy. Every member entitled to vote at a meeting of Members or to express
consent or dissent without a meeting may authorize another person or persons to act for such
Member by proxy. Every proxy must be in writing and signed by the Member or the Member's
duly authorized officer, director, employee, or agent, or by email setting forth information from
which it can be reasonably determined that the proxy was authorized by such Member. No proxy
shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise
provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it,
except as otherwise provided by law. For the purposes of conducting meetings, all proxies shall
be delivered to the Secretary of the corporation or, upon the absence of a Secretary, the presiding
Member appointed to act as secretary of the meeting.

 

ARTICLE IV BOARD OF DIRECTORS

 

Section 1. Powers. The property, business and affairs of the corporation shall be managed by
or under the direction of its Board of Directors. Without limiting the foregoing, the Board of
Directors may exercise all such powers of the corporation as are provided by the Act, the
corporation’s Articles of Incorporation, these bylaws or any other applicable laws, as in effect
from time to time. The Board of Directors may adopt such rules and regulations for the conduct
of its business as shall be deemed advisable and may, in the execution of the powers granted,
appoint such agents as it may consider necessary.

 

Section 2. Number. The number of Directors of the corporation shall be seventeen (17).

 

Section 3. Term. At its annual meeting, the Board of Directors shall elect half of the Board
of Directors, as set forth in Section 4. Each Director shall serve as either an Officer of the
corporation or as Chairperson for one of the Standing Committees, as the case may be, and shall
hold office for a term of two years and until his or her successor is elected and qualified at the
next annual meeting of the Board of Directors or until his or her earlier death, resignation or
removal. Unless a special exception is made by the President and approved by the Board of
Directors, no Director shall serve more than two full consecutive terms in the same position (i.e.,
four years in a row); however, this limitation shall not apply to a person who fills a vacant
position and does not serve for an entire term. All vacancies other than a vacancy for President
may be filled for the unexpired term following appointment by the President with the approval of
the Board of Directors. However, in the event of the permanent absence or incapacity of the
President, the Vice President shall perform the duties of the President ex officio for the remainder
of President’s term or until the incapacity is removed in the judgment of the Board.

 

Section 4. Staggered Elections. The Board of Directors shall be elected from the Members
on a staggered basis. In odd years, the Members will elect the offices of President, Treasurer,
and the Committee Chairs for the following Standing Committees: Artistic, Civics, Horticulture,
Hospitality, and Membership. In even years, the Members will elect the offices of Secretary,
Vice-President, and the Committee Chairs for the following Standing Committees: Conservation,
Garden Walk and Unique Boutique, Newsletter, Plant Sale, Program, Publicity, Scholarship, and
Website.

Section 5. Meetings of the Board of Directors. The Board of Directors shall hold regular
and special meetings at such time and place as designated by the Chair or any nine Directors.
One meeting shall be designated as the annual meeting at which elections shall be held. Notice
of the time and place of regular or special meetings shall be given by written or verbal notice to
each Director at least twenty-four hours before the time set for the holding of such meetings,
unless waived by all Directors; except that no special meeting of the Board of Directors may
remove a Director unless written notice of the proposed removal is delivered to all Directors at
least twenty days prior to such meeting. Presence of a Director at a meeting constitutes waiver
of notice, unless he or she attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or convened.

 

Section 6. Presiding Officer. The President shall preside at all meetings of the Board of
Directors. In the absence of the President, the Vice President, or such other Director designated
by the Board of Directors shall preside.

 

Section 7. Quorum of the Board of Directors. A majority of the entire Board of Directors
shall constitute a quorum for the transaction of business at any regular or special meeting of the
Board of Directors. The act of a majority of the Directors present at a meeting of the Board of
Directors at which a quorum is present shall constitute an act of the Board of Directors, unless a
greater number is required by law, the Articles of Incorporation or these bylaws. Directors may
participate in and act at any meeting of the Board of Directors through the use of a conference
telephone or other communications equipment by means of which all persons participating at the
meeting can communicate with each other. Participation in such meeting shall constitute
attendance and presence in person at the meeting of the person or persons so participating.

 

Section 8. Voting of the Directors. Each Director shall be entitled to one vote. Directors
may not vote by proxy.

 

Section 9. Action without Meeting. The Board of Directors may act without a meeting if a
consent in writing, setting forth the action to be taken, shall be signed by all of the Directors.

 

Section 10. Removal. Directors may be removed from the Board of Directors with or without
cause by the affirmative vote of a majority of the Board of Directors then in office present and
voting at a meeting of the Board of Directors at which a quorum is present.

 

Section 11. Commencement of Term. The term of office for all Directors shall commence at
the Regular Club Meeting occurring in May of each year, during which the installation of new
Directors shall occur.

 

Section 12. Resignation. Directors may resign at any time by written notice to the Board of
Directors, the President or Secretary.

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ARTICLE V COMMITTEES AND ADVISORY BODIES

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Section 1. Standing Committees. The corporation shall maintain thirteen (13) Standing
Committees as set forth in Article VI. Each Standing Committee shall be chaired by the
corresponding Director. The Director may assign a co-chair when appropriate in the Director’s
sole judgment, but only the Director shall vote in the Board of Directors.

 

Section 2. Ad Hoc Committees. A majority of the Directors may create one or more
committees and appoint Directors or such other persons as the Board of Directors may designate
to serve on the committee or committees. Except as otherwise provided by law, the Board of
Directors may delegate any of its authority to a committee.

 

Section 3. Advisory Bodies. The Board of Directors, or any committee authorized to act on
behalf of the Board of Directors, may create and appoint persons to a commission, advisory body
or other such body which may or may not have Directors as members. Any such body may not
act on behalf of the corporation or bind it to any action but may make recommendations to the
Board of Directors, any committee or to the Officers.

 

ARTICLE VI STANDING COMMITTEES

 

Section 1. Artistic. It shall be the duty of the Artistic Chair to plan and coordinate club
workshops.

 

Section 2. Civics. It shall be the duty of the Civics Chair to further civic beautification and
related projects. Principal responsibilities include management of Historical Museum gardens.

 

Section 3. Conservation. It shall be the duty of the Conservation Chair to keep the
membership informed and encouraged to participate in conservation and environmental issues.
Other projects may be undertaken with the approval of the Board.

 

Section 4. Garden Walk and Unique Boutique. It shall be the duty of the Garden Walk
Chair, working with a committee, to organize, plan, and coordinate all activities required to
present a Garden Walk and/or Unique Boutique.

 

Section 5. Horticulture. It shall be the duty of the Horticulture Chair to inform the club of
pertinent horticultural events, address members’ gardening concerns, provide a seasonal monthly
article to the Newsletter, and maintain the Gardening Calendar on the Website. Other projects
may be undertaken with the approval of the Board.

 

Section 6. Hospitality. It shall be the responsibility of the Hospitality Chair to attend to the
social duties that arise during the year.

 

Section 7. Membership. It shall be the duty of the Membership Chair to recruit, welcome
and introduce new members and guests at the general meetings. The chair shall collect all dues,
process applications, and provide an up-to-date membership list for the AHGC website.

 

Section 8. Newsletter. It shall be the duty of the Newsletter Editor to compile, publish and
distribute the monthly newsletter to all club members prior to general meetings, incorporating
gardening articles and other materials of interest.

Section 9. Plant Sale. It shall be the responsibility of the Plant Sale Chair, working with a
committee, to plan, organize and coordinate all activities required to periodically present a plant
sale.

 

Section 10. Program. It shall be the duty of the Program Chair to obtain a place and a
program for each general meeting September through May. The Chair will also assist with
informal summer programs.

 

Section 11. Publicity. It shall be the duty of the Publicity Chair to arrange for publicity in the
media and keep the club’s activities and interests before the public.

 

Section 12. Scholarship. It shall be the duty of the Scholarship Chair to select a Scholarship
Committee to plan, coordinate, review applications, award and administer scholarships to
students and members.

 

Section 13. Website. It shall be the duty of the Website Chair to develop, manage and
maintain the club website and the secure Members Only Information section.

 

ARTICLE VII SPECIAL AD HOC (NON-VOTING) COMMITTEES

 

Section 1. Creation. The President shall request volunteers for these committees from the
membership. These committees shall be disbanded at the end of the project. Some of these
committees might not be filled from year to year.

 

Section 2. Bylaws Committee. A Bylaws Committee shall be formed every five (5) years
(or less when circumstances require in the judgment of the Board of Directors), to review and
develop an updated Bylaws draft for presentation to the Board for approval. After Board
approval the draft shall be presented to the general membership via email and discussed and
voted upon at the next general meeting. Items approved by a majority of the members voting will
be presented to the Board of Directors for approval under Article XII. A Bylaws Amendment
may be proposed by submitting the proposal in writing to the club president two (2) weeks prior
to a Board meeting. The Board shall review and discuss the proposal and action required.

 

Section 3. Nominating Committee. It shall be the duty of the Nominating Committee to
secure one or more candidates for each position to be filled. The Nominating Committee shall
consist of five (5) members composed of two (2) current Board members, and three (3)
individuals from the membership-at-large. Nominations shall be posted in the newsletter and on
the website. 

 

Section 4. Special Events Committee. It shall be the duty of the Special Events Chair to
plan and coordinate all club field trips and other outside special activities throughout the year
with Board approval.

 

ARTICLE VIII OFFICERS

Section 1. Officers. The Officers of the corporation shall consist of a President, a Vice-
President, a Secretary, a Treasurer and such other officers as from time to time shall be elected or
appointed by the Board of Directors.

 

Section 2. President. The President shall be the chief executive officer of the corporation
and shall exercise general and active management of the affairs of the corporation, subject to the
direction of the Board of Directors. The President shall have the exclusive authority to enter
agreements on behalf of the corporation, unless and except as provided by the Board of
Directors.

 

Section 3. Vice President. The Vice President shall step in to fill a vacancy in the office of
President as set forth in Article IV. The Vice President shall perform such other duties
commensurate with his or her position or as directed by the Board of Directors.

 

Section 4. Treasurer. The Treasurer shall be the chief financial officer of the corporation
and shall keep custody and exercise control of corporate funds, subject to the direction of the
Board of Directors. The Treasurer shall have the exclusive authority to make payments of
corporate funds, unless and except as provided by the Board of Directors.

 

Section 5. Secretary. The Secretary shall be the custodian of corporate records, subject to
the direction of the Board of Directors.

 

Section 6. Removal. Officers may be removed by the Board of Directors with or without
cause at a meeting of the Board of Directors at which a quorum is present or, absent a meeting of
the Board of Directors, by a consent in writing signed by all Directors, other than those being
considered for removal.

 

ARTICLE IX CLUB POLICY

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Section 1. Use of Members Only Information. The Members Only page on the club's
website is a secure page accessible only to current club members. It is to provide controlled
information to club members in a readily available and transparent way. The Membership List is
meant to provide personal contact information for all club members. Any other use of this
information is not authorized

 

Section 2. Articles and Letters to the Editor. AHGC members and interested guests are
invited to share their thoughts and information with the club by writing articles, announcements,
and letters or email messages to the Newsletter Editor. The goal of the Newsletter and Letters to
the Editor is to stimulate discussion and action on topics of interest to AHGC members. No
anonymous correspondence will be published. Letters to the Editor are subject to review by the
Newsletter Editor (assisted by the Board, if required) who reserves judgment on publication.
Inquiries, comments, and special information coming through the club website shall be handled
in the same manner by the Website chair.

 

Section 3. Bylaws Policy / Parliamentary Procedure. “Robert’s Rules of Order - Revised”
shall be the parliamentary authority in all matters not specified in the bylaws of the club.

Section 4. Club Handbook. A Club Handbook shall be maintained by the President with the
input and assistance of each officer, committee and special committee chair. Each chair person
shall present a written update to their Job Description to the secretary at the May Board meeting
covering any new tasks and issues addressed during the year. Each Officer and Committee Chair
will provide a written update to their job description to the Secretary at the May Board Meeting.
The Secretary will distribute the revised job descriptions and a consolidated list of all job
description changes to the new Board Members by the fourth Monday in May for their review
prior to the June Board Meeting. At the June Board meeting, the changes will be discussed,
modified, and adopted. The Secretary will ensure the modified Job Descriptions are loaded to a
controlled location on the Members Only Page of the Website.

 

Section 5. Internet Website Policy. The Internet Website Policy is the basic governing
policy for posting information on the club’s website. This policy is established by the website
provider and governs website content and adherence to copyright law. This policy is owned and
managed by the Website Chair and Website Provider. 

 

ARTICLE X WRITTEN NOTICE AND CONSENT IN WRITING

 

Section 1. Whenever written notice is required by these bylaws to be given, such notice may
be given by depositing such notice in the United States mail addressed to the person at his, her or
its address as it appears on the records of the corporation, with sufficient first-class postage
prepaid thereon, or transmitted by electronic means, including e-mail, to the address that appears
on the records of the corporation. For written notices delivered by United States mail, such
notice shall be deemed effective as of the time of the depositing thereof. For written noticed
delivered by electronic means, such notice shall be deemed effective as of the time such notice is
sent.

 

Section 2. In the case of action to be taken by the Board of Directors, a committee or other
body without a meeting, consent in writing of all of the members of the body entitled to vote
thereon shall be evidenced by one or more written approvals, each of which shall set forth the
action taken and bear the signature of one or more voting members, pursuant to the following:
(a) Any voting member of the body may propose action to be taken by the body,
without a meeting, by transmitting a written copy of the proposed action to all voting members.
The proposed action may be transmitted to each voting member: (i) by hand delivery of a printed
copy; (ii) by mail or other courier delivery of a printed copy to the address of the voting member
on record with the corporation; (iii) by fax of an electronic copy to the fax number of the voting
member on record with the corporation; or (iv) by e-mail of an electronic copy to the e-mail
address of the voting member on record with the corporation.
(b) A voting member who consents to the proposed action may evidence his or her
consent: (i) by returning a printed copy of the proposed action, with his or her hand-written
signature, by hand delivery, mail, or other courier delivery to the principal office of the
corporation, to the attention of the Secretary or Chair or other designee of the body; (ii) by
transmitting a copy of the proposed action, with his or her hand-written signature, by fax to the
fax number of the principal office of the corporation, to the attention of the Secretary or Chair or
other designee of the body; (iii) by transmitting a scanned image of the proposed action, with his
or her hand-written signature, by e-mail to the e-mail address of the Secretary or Chair or other
designee of the body; or (iv) by sending an e-mail message to the Secretary or Chair or other
designee of the body that sets out the proposed action and expressly indicates that the voting
member consents to the proposed action (which shall constitute the voting member’s electronic
signature).
(c) The proposed action is adopted and effective (unless the consent specifies a
different effective date) when the Secretary or Chair or other designee of the body has received
the consent of all voting members. The Secretary or Chair or other designee of the body shall
give written notice to all voting members when a proposed action has been adopted. A copy of
every proposed action that is adopted by written consent and all consents thereto shall be filed in
the corporate records. Any such action adopted by written consent shall have the same effect as
a unanimous vote.

 

ARTICLE XI DISSOLUTION

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Section 1. Dissolution. The dissolution of corporation may be authorized by an affirmative
vote of a majority of the entire Board of Directors at a regular or special meeting, or by written
consent of all Directors; provided that no debts of the corporation remain unpaid, and provided
further that written notice of the election to dissolve the corporation has been given to all
Directors not less than three days before the execution of articles of dissolution.

 

Section 2. Distribution of Assets. If the corporation is in the process of dissolution, the
Board of Directors shall adopt a plan for the distribution of corporate assets to such persons or
entities as the Board of Directors shall determine in accordance with rules and regulations of the
Internal Revenue Service in relation to the distribution of assets.

 

ARTICLE XII AMENDMENTS TO BYLAWS

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These bylaws, or any of them, may be altered, amended or repealed by the Board of
Directors (a) at any regular or special meeting at which all Directors are present, by an
affirmative vote of a majority of all Directors then in office, (b) absent a meeting of the Board of
Directors, if a consent in writing, setting forth the action to be taken, shall be signed by all of the

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Revised February 1967

Revised February 1970

Revised March 1974

Revised April 1984

Revised March 1985

Revised April 1989

Revised March 1996

Revised September 1996

Revised March 2004

Revised May 2008

Revised November 2013 for use with Club Handbook

Revised March 2020 for use with Club Handbook

Revised May 2023 for use with Club Handbook