Articles of Association & Bylaws

Articles of Association & ByLaws

ARTICLES OF ASSOCIATION

Be it known that we, the subscribers, do hereby associate ourselves as a body politic and corporate pursuant to the statue laws of the State of Connecticut regulating the formation and organization of corporations without capital stock, and the following are our Articles of Association –

ARTICLE I. The name of said corporation shall be The Garden Club of New Haven, Incorporated

ARTICLE II. The said corporation is organized exclusively for charitable and educational purposes, to wit:

a. To stimulate interest in and promote knowledge of gardening and flower design

b. To encourage knowledge of and participation in the preservation of natural resources

c. To promote civic horticulture and beautification for the benefit of the Greater New Haven area

ARTICLE III. The said corporation is located in the town of New Haven, County of New Haven and State of Connecticut.

ARTICLE IV. The members of this corporation shall be the subscribers and such other persons as may from time to time be elected or constitute members thereof under the bylaws of this corporation.

ARTICLE V. The said corporation shall have power to conduct its affairs in any manner not contrary to the statue laws of the State of Connecticut regulating corporations without capital stock and shall have and may exercise all of the powers now or hereafter conferred upon or permitted to such corporation, and may do any or all of the things hereinbefore specified to the same extent as natural persons could do, as trustee, principal, agent or otherwise, and either alone or in association with others; provided, however, that no activities shall be carried on by the said corporation and no powers shall be possessed or exercised by it that would invalidate its status as a corporation exempt from Federal income taxation as an organization described in section 501 (c) (3) of the General Revenue Code of 1954 or as a corporation contributions to which are deductible under section 170 (c) (2) of said code.

ARTICLE VI. The said corporation is not organized and shall never be operated for the pecuniary profit of any of its members. No part of the net earnings of said corporation shall inure to the benefit of any members or private individual, and no member, officer, director, employee, or other agent of the said corporation shall receive or be entitled to receive, any pecuniary profit from its operations, or any money or thing of value whatsoever, except reasonable compensation for services actually rendered to the said corporation in effecting one or more or its purposes.

Upon any dissolution or termination of the existence of the said corporation, all of its property and assets shall be distributed to such charitable and educational organizations in the community which are exempt from Federal income taxation and which would then qualify under the provisions of section 501 (c) (3) of the Internal Revenue Code as the Directors or members may determine, and not profit therefrom or share thereof shall be distributed to any members, officer, director, employee or agent of the said corporation. The Articles of Association of the said corporation shall not be altered or amended in derogation of the foregoing provision of this article.

Dated at New Haven, this 29th day of May, 1940

Ellen D. Galpin
Prudence A.L. Demarest
Caroline E. Houghton

ARTICLE I – NAME AND PURPOSE

Section 1. Name

The name of this corporation shall be The Garden Club of New Haven, Incorporated.

Section 2. Purpose

The purpose of The Garden Club of New Haven, Incorporated, is exclusively educational and charitable and is to stimulate interest in and promote knowledge of gardening and flower design; to encourage knowledge of and participation in the preservation and conservation of natural resources; and to promote civic horticulture and beautification for the benefit of the Greater New Haven area.

ARTICLE II – MEMBERSHIP

Section 1. Classes of Membership

All Provisional, Active, Associate, Sustaining and Lifetime members of The Garden Club of New Haven are also members of The Federated Garden Clubs of Connecticut, Inc., and The Garden Club of America.

Elections to or changes in classes of membership shall be made by majority vote of the Board of Directors unless otherwise noted.

(a) Provisional

Provisional members are those new members who have been elected to Provisional membership by majority vote of the Board of Directors. They shall participate in the activities of the corporation, attend General Meetings and orientation meetings, serve on committees, and take part in Club flower shows. Provisional members may vote but are not eligible to hold office.

Provisional members may become Active members after a period to be determined by the Board of Directors (in consultation with the Membership Chair) and after the fulfillment of such requirements as the Board of Directors shall establish from time to time.

(b) Active

Active members are those members who have completed Provisional membership and who have been elected to Active membership by majority vote of the Board of Directors, or those who are or have been Active members in good standing of another garden club that is a member of the Garden Club of America, Inc., or The Federated Garden Clubs of Connecticut, Inc., and who have been elected to membership by majority vote of the Board of Directors. Active members shall participate in the activities of the corporation, attend General Meetings, serve on committees, take part in Club flower shows, and assume positions of leadership.

Sustaining members are those who request such status after completion of at least ten years of conscientious participation as an Active member and are elected to said classification by majority vote of the Board of Directors. Sustaining members shall have all privileges of membership and are invited, but not required, to participate in the activities of the corporation.

(d) Associate

Associate members are those Provisional, Active and Sustaining members who request such status, and who move from the resident area (Non-Resident Associates) or are unable to fulfill all the obligations of Provisional or Active membership (Resident Associates), and who have been elected to Associate membership by majority vote of the Board of Directors. Associate members are invited, but not required, to participate in all activities of the corporation. Associate members may vote but are not eligible to hold office.

(e) Lifetime

Lifetime members are those Active, Sustaining or Associate members in good standing who are ninety-years old and older. Members who quality for Lifetime membership should notify the Corresponding Secretary. Lifetime members shall be exempt from payment of corporation dues.

Lifetime members shall have all the privileges of membership and are invited, but not required to participate in the activities of the corporation.

(f) Honorary

Honorary membership may be conferred on an individual who has given outstanding service and support to the Garden Club as a special recognition and symbol of appreciation or on an individual who has exhibited notable interest in the educational purposes and activities of the Garden Club. This honor is conferred upon recommendation of the Board of Directors and by majority vote of those present and voting at a General Meeting. Honorary members need not reside in New Haven, shall not be entitled to vote, and shall be exempt from payment of corporation dues.

Section 2. Admission to Membership

(a) Eligibility

Prospective members shall be residents of the Greater New Haven area or current or former members in good standing of another garden club that is a member of The Garden Club of America, Inc., or The Federated Garden Clubs of America, Inc. A candidate shall exhibit interest in the activities of the corporation.

(b) Proposal of Members

Active, Associate, Sustaining and Lifetime members may propose and second candidates for Provisional membership. A member may propose one candidate and second two candidates in a given year. The President and Vice-President may not propose but may second candidates. Members of the Membership Committee may not propose or second candidates. No member may propose or second a relative.

Each candidate must attend, as a guest, one General Meeting prior to proposal. The proposer must submit Proposal forms (available from the Membership Chair) along with letters from two seconders to the Membership Chair by the deadline posted in the annual Garden Club of New Haven Directory.

A candidate who is a current or former Active member in good standing of another garden club that is a member of The Garden Club of America, Inc., or The Federated Garden Clubs of America, Inc. shall present a letter of recommendation from the current President or highest-ranking officer of such club.

New members shall be elected by majority vote of the Board of Directors from those recommended by the Membership Committee. Once elected new members are expected to attend the annual meeting of the corporation held in the spring. Full membership in their respective classifications shall begin on July 1.

Section 3. Resignations and Change of Membership Classification

(a) Resignations

Resignations shall be made in writing to the Corresponding Secretary by the deadline posted in the annual Garden Club Directory, or the member shall be liable for dues for the coming year.

(b) Change of Membership Classification

All requests to change membership classification shall be made in writing to the Corresponding Secretary by the deadline posted in the annual Garden Club Directory. Eligibility shall be determined by the Executive Committee and recommended to the Board of Directors for final action. Requests will be acted upon by majority vote of the Board of Directors. The Corresponding Secretary shall notify members of the results.

Section 4. Removal

A member shall be removed by majority vote of the Board of Directors, after fifteen days’ notice in writing, stating the cause for such action, and an opportunity for a hearing before the Board of Directors.

Section 5. Reinstatement

Any member who has resigned in good standing may be reinstated by majority vote of the Board of Directors.

Section 6. Restrictions

A member may not use membership of The Garden Club Directory except for the business of The Garden Club of New Haven, Incorporated.

ARTICLE III – DUES AND FINANCIAL OBLIGATIONS

Section 1. Annual Dues

A member’s classification shall determine the amount of the annual dues.

(a) Amount

The annual dues for each classification of membership shall be fixed by the majority vote of the Board of Directors and shall include The Garden Club of America and The Federated Garden Clubs of Connecticut dues.

The membership shall be informed of any change in the amount of dues no later than one month prior to the deadline for paying dues posted in the annual Garden Club Directory.

(b) Payment

Annual dues shall be payable in the amount and at a date fixed by majority vote of the Board of Directors. Members whose dues are not paid by the due date shall be notified by the Treasurer.

Members whose dues are not paid one month after the due date shall be liable to forfeit membership upon majority vote of the Board of Directors, subject to Section 4 Removal.

Refunds of dues will not be made for any reason. .

(d) Reinstatement Fees

Persons reinstated to membership between July 1 and December 31 shall pay regular dues in their respective classification. Those reinstated between January 1 and June 30 shall pay one-half of the regular dues in their respective classification.

ARTICLE IV – NOMINATIONS, ELECTIONS, AND VACANCIES

Section 1. Nominations

The Nominating Committee shall present a single slate of candidates for each elective office to be filled. Further nominations to the slate may be made as a written petition by Active, Sustaining, or Lifetime members and circulated to all voting members at least two weeks before the Annual Meeting. The further nominations must have confirmation of eligibility, the consent of the nominee, and be seconded by three additional members.

Section 2. Elections

Elections shall take place at the Annual Meeting by a majority vote of those present and eligible. When there is only one candidate for office, the election may be by voice. When there is more than one candidate for office, there shall be a written vote. In the event that no candidate receives the vote of the majority of members present, there shall be successive written votes from which the candidate or candidates receiving the fewest number of votes shall be eliminated until a candidate receives the vote of the majority.

Section 3. Vacancies

(a) Standing Committee Chair and Member-at-Large

Vacancies among Standing Committee Chairs and the Member-at-Large shall be filled by the Executive Committee from recommendations submitted by the Nominating Committee. Persons so appointed shall serve until the expiration of the original term. Any Standing Committee Chair or Member-at-Large appointed to fill an unexpired term may be eligible to serve a term by election.

(b) Officers, Nominating Committee and Membership Committee

Vacancies among the Officers, Nominating Committee and Membership Committee shall be filled by a vote of the Board of Directors. Persons so appointed shall serve until the expiration of the original term. Any person appointed to fill an unexpired term may be eligible to serve a subsequent term by election.

ARTICLE V – OFFICERS

Section 1. Personnel

The Officers shall consist of a President, Vice-President, Recording Secretary, Corresponding Secretary, Assistant Secretary & Club Administrator, Treasurer, Assistant Treasurer, and the Immediate Past President. These Officers shall constitute an Executive Committee.

Section 2. Eligibility

Any Active member of the corporation shall be eligible to become an Officer.

Section 3. Term of Office

Officers shall be elected for a two-year term or until their successors are elected. At the end of a term of office, an individual shall not be eligible for that same office until a period of two years has passed. They shall assume their duties at the close of the Annual Meeting. The Treasurer shall continue in office until the end of the fiscal year.

Section 4. Duties

(a) President

The President shall be the executive officer of the corporation; shall preside at meetings of the corporation, the Board of Directors, and the Executive Committee; shall be a member, ex-officio, of all committees except the Nominating and Membership Committees; shall appoint Civic Project chairs, create ad hoc committees, and assign their duties; shall see that the orders and resolutions of the Board of Directors are carried into effect. The President shall, with another Officer, sign all contracts and obligations authorized by the Board of Directors.

(b) Vice-President

The Vice-President shall assist the President and shall perform such duties as may be assigned by the President. In the absence of the President, the Vice-President shall assume the duties of the President.

The Recording Secretary shall keep the minutes of the corporation, the Board of Directors, and the Executive Committee and shall maintain a file of essential records and documents which shall be turned over to the Archive Committee Chair at year-end.

(d) Corresponding Secretary

The Corresponding Secretary shall give notice of the meetings and conduct the general correspondence of the corporation, the Board of Directors, and the Executive Committee; shall, in concert with the Treasurer, maintain the membership list; shall record attendance at the 10 corporation meetings; shall notify candidates for membership of their election, sending each a copy of the Articles of the Association and bylaws; shall be responsible for the publication and distribution of the annual Garden Club Directory.

(e) Assistant Secretary and Club Administrator

The Assistant Secretary and Club Administrator shall assist the Recording Secretary and the Corresponding Secretary, shall assume the duties of either in case of absence, and shall update membership records annually for The Garden Club of America and The Federated Garden Clubs of Connecticut, Inc.

(f) Treasurer

The Treasurer shall be the chief financial officer of the corporation; shall have the care and custody of all funds and securities of the corporation; shall deposit or cause to be deposited the same in such banks or depositories as the Finance Committee may designate; shall make payments in accordance with the budget; shall report the financial condition of the corporation at each meeting of the Board of Directors, and at such other times (such as meetings of the corporation) as the President and the Board of Directors shall request; shall send dues notices to each member; shall provide an up-to-date membership roster (based on dues payment) to the Corresponding Secretary; and shall perform all acts incidental to the position of the Treasurer, subject to the control of the Board of Directors. The Treasurer shall serve as Chair of the Finance Committee.

(g) Assistant Treasurer

The Assistant Treasurer shall assist the Treasurer and shall assume the duties of the Treasurer in case of absence.

(h) Immediate Past President

The Immediate Past President shall serve as advisor to the Executive Committee and shall perform such duties as shall be assigned by the President.

Section 5. Removal

An Officer may be removed from office, with or without cause, by three-fourths written vote of the members of the entire Board of Directors then in office.

ARTICLE VI – BOARD OF DIRECTORS

Section 1. Personnel

The Board of Directors shall consist of the Officers, Standing Committee Chairs, the Member-at-Large, and Civic Project chairs as appointed by the President.

Section 2. Eligibility

Any Active or Sustaining member of the corporation shall be eligible to be a member of the Board of Directors.

Section 3. Duties

The Board of Directors shall have general charge and control of the affairs, funds and property of the corporation. They shall present to the membership all proposed major program activities for ratification. The decisions of the Board of Directors in matters pertaining to the interpretation of the bylaws shall be final and binding.

Section 4. Term of Office

Standing Committee Chairs and the Member-at-Large shall be elected for a two-year term or until their successors are elected. They shall assume their duties at the close of the Annual Meeting.

Section 5. Board Meetings

The Board of Directors shall hold regular meetings from September through May. Special meetings may be called by the President or by the Board of Directors upon written request of five members. Board members are expected to attend all meetings of the Board of Directors unless excused by the President and/or the Corresponding Secretary.

Section 6. Executive Committee

The Executive Committee shall have the power of the Board of Directors between meetings; any action taken shall be submitted to the Board of Directors for ratification at its next meeting.

Section 7. Quorum

One-half of the members of the Board of Directors and one-half of the members of the Executive Committee shall constitute a quorum respectively.

Members of the Board of Directors and of the Executive Committee may participate in a meeting of the Board or Executive Committee or conduct the meeting by any means of communication by which all members participating may simultaneously hear each other during the meeting. A member participating in a meeting by this means is deemed to be present at the meeting.

Section 8. Action Without Meeting

Any action required or permitted to be taken by the Board of Directors or the Executive Committee at a meeting of the Board or Executive Committee may be taken without a meeting if each director or Executive Committee member signs a consent describing the action taken or to be taken and delivers it to the corporation. Consents may be signed electronically and/or delivered by electronic transmission. The signed consents shall be filed with the minutes of the meetings of the Board of Directors.

ARTICLE VII – COMMITTEES

Section 1. Personnel

(a) Composition of Committees

Each committee shall consist of a Chair and no fewer than two members. The Chair shall appoint sufficient members to the committee to carry out its responsibilities.

(b) Standing Committee Chairs

Standing Committee Chairs shall be elected at the Annual Meeting of the corporation from a slate presented by the Nominating Committee, except as otherwise provided. Standing Committee Chairs shall be members of the Board of Directors.

As noted in Article VI, Section 4, Standing Committee Chairs shall be elected for a two-year term or until their successors are elected. They shall assume their duties at the close of the Annual Meeting.

(d) Duties of the Standing Committee Chairs

The Standing Committee Chairs shall compile a list of committee members which they will present to the President; shall plan and coordinate the committee’s work, keeping expenses within the budget; shall keep a record of all activities of the committee which will be turned over to the successor promptly and in good order; shall meet with their successor to review the duties and responsibilities of the committee, past work of the committee, and recommendations for the future; submit to the Treasurer in June a tentative budget for the coming year; shall keep the Board of Directors and membership informed of their work and progress; and shall keep informed of community developments and resources related to community interests. At the conclusion of each fiscal year, Standing Committee Chairs shall provide a summary report of activities to the President and the Chair of the Archive Committee.

Any request for unbudgeted funds from Standing Committee Chairs shall be directed to the Board of Directors through the Finance Committee.

(e) Committee Members

Members of all committees shall be appointed by their respective Chairs unless otherwise specified in the bylaws.

Section 2. Standing Committees

(a) Archive Committee

There shall be an Archive Committee to update, maintain, and preserve the records of the corporation.

(b) Awards Committee

There shall be an Awards Committee to consider and propose candidates for Club awards and for awards available from The Garden Club of America and The National Council of State Garden Clubs/The Federated Garden Clubs of Connecticut, Inc.

There shall be a Civic Committee to discuss, evaluate and recommend to the Board of Directors projects to be financed in full or in part by the Civic Funds and to maintain ongoing civic commitments. The committee shall be comprised of a Chair, the Chairs of Civic Projects and Activities, and one or more members of the corporation as determined by the Civic Chair.

(d) Communications

i. There shall be a Club Communications Committee to connect and update members on the activities of the Club, to maintain and update the website, and to gather, write, and distribute news to all members on a regular basis.

ii. There shall be a Public Relations Committee to interpret the corporation’s purposes, programs, and activities to the community; to serve as public relations and Bulletin representatives to The Garden Club of America and The Federated Garden Clubs of Connecticut; and to maintain an annual scrapbook for historical purposes, covering the corporation’s activities, which will be turned over to the Archive Committee Chair at year-end.

(e) Conservation Committee

There shall be a Conservation Committee to inform and involve the membership in all aspects of the conservation and preservation of natural resources, and to plan and supervise activities relating to conservation.

(f) Finance Committee

There shall be a Finance Committee to serve as the financial fact-finding committee to advise the Board of Directors on all matters relating to the financing of the corporation’s administrative and civic programs. Among its duties shall be the preparation of the annual budget for presentation to the Board of Directors at the first fall meeting. The committee shall be composed of the Treasurer, who shall be Chair, the Assistant Treasurer, President, Civic Chair, and one or more members of the corporation.

(g) Flower Design Committee

There shall be a Flower Design Committee to educate members in Artistic Design through workshops, lectures, and demonstrations; to plan and supervise flower shows and exhibits for the membership and the community; and to encourage members to exhibit in flower shows of other organizations.

(h) Garden History and Design Committee

There shall be a Garden History and Design Committee that works to develop an appreciation and understanding of significant American gardens and documents notable gardens for inclusion in the Smithsonian Institution archives.

(i) Horticulture Committee

There shall be a Horticulture Committee to educate members in horticulture through workshops, lectures, and demonstrations; to plan and supervise participation in flower shows and exhibits for the membership and the community; and to encourage members to exhibit in flower shows of other organizations.

(j) Hospitality Committee

There shall be a Hospitality Committee to arrange for and supervise the serving of refreshments at all meetings of the corporation.

(k) Membership Committee

There shall be a Membership Committee to consider qualifications and eligibility of all candidates proposed to membership in accordance with the bylaws and to make recommendations to the Board of Directors. The committee shall be composed of four members, elected by the members at the Annual Meeting for two-year terms: two members to be elected each year from a single slate presented by the Nominating Committee. The Chair shall be appointed by the President for a one-year term from the second-year members of the committee.

(l) New Member Education Committee

There shall be a New Member Education Committee to provide Provisionals with an introduction to the Club’s expectations and duties, to educate them about the affiliation with The Garden Club of America and The Federated Garden Clubs of Connecticut, and to prepare them for Active membership.

(m) Nominating Committee

There shall be a Nominating Committee to prepare a slate of candidates for election to various elective offices of the corporation. The committee shall be composed of four members, elected by the membership at the Annual Meeting of the corporation for two-year terms: two members to be elected each year from a single slate presented by the Nominating Committee. The Chair shall be appointed by the President for a one-year term from the second-year members of the committee.

(n) Photography Committee

There shall be a Photography Committee to educate members in garden photography through workshops, lectures and demonstrations; to plan and supervise participation in flower shows and exhibits for the membership and the community; and to encourage members to exhibit in flower shows of other organizations.

(o) Program Committee

There shall be a Program Committee to plan and supervise all aspects of the meetings and education programs of the corporation, including physical arrangements. The committee shall make all arrangements for speakers for General Meetings, introduce them, and write letters of thanks. The committee shall consult with committee chairmen and members to identify Club needs and interests as a basis for planning the overall education program; should cooperate with other clubs and organizations in planning joint programs; and should furnish the Public Relations Chair with information for publicity releases.

(p) Scholarship Committee

There shall be a Scholarship Committee to consider and propose candidates for scholarships and to act as a liaison to The Garden Club of America and The National Council of State Garden Clubs/The Federated Garden Clubs of Connecticut Scholarship Committees.

(q) Visiting Gardens Committee

There shall be a Visiting Gardens Committee to plan garden field trips for the Club and to inform members of trips sponsored by The Garden Club of America, The National Council of State Garden Clubs/The Federated Garden Clubs of Connecticut, and other clubs. The committee shall maintain a list of local gardens, public and private, that may be visited by members of this and other clubs and assist members wishing to visit gardens in other cities or towns.

(r) Ways and Means Committee

There shall be a Ways and Means Committee to deal with all matters associated with raising funds for the civic activities of the Club.

Section 3. Special Committees

Special committees may be appointed as needed by the President who shall designate their powers, the term of each committee’s appointment, and the method of appointing committee members.

ARTICLE VIII – FLOWER SHOW AND EXHIBIT

There shall be a small or in-club flower show every other year. The Flower Show chair, appointed by the President, shall maintain written and photographic records of the show, which shall be turned over to the Archive Committee chair at year-end.

ARTICLE IX – MEETINGS OF THE CORPORATION

Section 1. Annual Meeting

The Annual Meeting of The Garden Club of New Haven, Incorporated, shall be held in the spring on a date, time, and place, if the meeting is to be held at a place, published in the annual Garden Club Directory program weather or government-declared emergency permitting.

Section 2. General Meetings

There shall be at least eight monthly meetings of the corporation a year, weather or government-declared emergency permitting. All Provisional and Active members are expected to attend all meetings. Each member of the corporation shall be notified of the date and time of General Meetings and if the meeting is to be held at a place, the place of the General Meeting, no fewer than 10 nor more than 60 days before the meeting date.

If unable to attend a General Meeting, Active and Provisional members shall notify the Corresponding Secretary in advance of the meeting.

Section 3. Special Meetings

Special Meetings may be called by the President or the Board of Directors or, upon signed written request, by fifteen members of the corporation. Notice of the date, time, and place, if the meeting is to be held at a place, and purpose of a Special Meeting shall be mailed to all members at least two weeks prior to the Special Meeting.

Section 4. Remote Meetings

Members may participate in any meeting of members by, or if the Board of Director determines, shall conduct any meeting of members solely through means of remote communication provided the corporation implements reasonable measures: (1) To verify that each person participating remotely is a member; and (2) to provide such members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with such proceedings.

Members participating by these means will be deemed present and may vote at the meeting.

Section 5. Quorum

One-third of the members of the corporation shall constitute a quorum. The action of a majority of the members present in person at an Annual, General, or Special Meeting of the corporation shall be the action of all the members, except as otherwise expressly provided.

Section 6. Guests

Members should notify the Hospitality Chair prior to a meeting if they plan to bring a guest and should register their guests with the Corresponding Secretary as they sign in. A guest may attend two meetings in one fiscal year. A guest fee may be charged for specific meetings at the discretion of the Board of Directors.

ARTICLE X — FISCAL POLICIES

Section 1. Fiscal Year

The fiscal year of the corporation shall be from July 1 to June 30.

Section 2. Accounts and Audit

The books and accounts of the corporation shall be audited as determined by the Board of Directors. Books shall be kept in accordance with sound accounting practices.

Section 3. Civic Funds

Civic Funds shall be maintained separate and distinct from Administrative Funds. All money in the Civic Funds shall be distributed within the purposes of the corporation as stated in the Articles of the Association for the benefit of the Greater New Haven area.

Section 4. Finance

(a) Contributions to the Club

Contributions may be made to The Garden Club of New Haven at any time. Contributions from members may be designated for Administrative or Civic Funds. Contributions from nonmembers will be designated only for Civic Funds, for new or ongoing projects.

(b) Contributions by the Club

Contributions by The Garden Club of New Haven shall be made only within the purposes of the corporation as stated in the Articles of Association. Contributions up to $100.00 may be made upon vote of the Board of Directors. Contributions of more than $100.00 may be made upon recommendation of the Board of Directors by the vote of a majority of the members present at a meeting of the corporation.

The Board of Directors shall authorize payment of all non-budgeted expenditures and shall approve all money raising activities and major program activities.

Section 5. Dissolution

In the event of the dissolution or termination of The Garden Club of New Haven, Incorporated, all of its property and assets shall be distributed solely to such charitable and educational organizations in the community which are exempt from Federal income taxation and which would qualify under the provisions of section 501 (c) (3) of the Internal Revenue Code as the directors or members may determine, and no profit therefrom or share thereof shall be distributed to any member, officer, director, employee, or agent of the corporation.

ARTICLE XI – AMENDMENTS AND PARLIAMENTARY AUTHORITY

The bylaws may be amended by a two-thirds vote of the members present and voting at any meeting of the corporation provided that the proposed amendment is in the hands of each member at least two weeks prior to the date of the meeting. Robert’s Rules of Order Newly Revised shall be the parliamentary authority for all matters of procedure not specifically covered by the bylaw.

ARTICLE XII – INDEMNIFICATION

The corporation shall provide any director, officer, employee, or agent of the corporation with the full amount of indemnification and protection permitted by law, including, without limitation, under Sections 33-1116 through 33-1124 of the Connecticut General Statutes as amended to date.