ARTICLE I
LOCATION OF OFFICES
The principal office of the Corporation shall be located at 704 Cypress St., West Monroe, Louisiana 71294 where the Corporation’s registered agent shall be located.
ARTICLE II
MEETING OF MEMBERS
Section 1. The annual meeting of the members entitled to vote shall be held at the registered office of the Corporation, or at a place designated by the Board of Directors (hereafter called the “Board”), in June of each year at the hour named in the notice for the nomination of new officers and Board members-at-large, the election of new officers and Board members, the presentation of annual reports, and for the transaction of such other business as may properly come before the meeting. Notice of the annual meeting shall be provided at least ten (10) days before the annual meeting and may be given by any means reasonably expected to provide notice, including, but not limited to, facsimile or e-mail or similar electronic means.
Section 2. Monthly meetings of the members shall be held at the registered office of the Corporation on the second Tuesday of each month at 6:30 p.m. until such time as the President or Secretary notifies the members of a change in location, time, or day for monthly meetings. Such notification shall be given as provided in Article II, Section 4 and must be provided ten (10) days in advance of a scheduled meeting, except in the case of an emergency, in which case notice of the change in location, meeting time, or meeting day shall be given as soon as practicable after the change is known. Severe weather, medical emergencies, or other occurrences beyond the Board’s control shall be considered an emergency.
Section 3. Special meetings of members, other than those required by statute, may be called at any time by the President, over one-half of the Board, or by members having one-tenth of the total voting power, and may be held at any place within or without the State of Louisiana.
Section 4. Except as otherwise provided by statute or these by-laws, notice of each special meeting of members shall be given at least ten (10) days before the day on which the meeting is to be held to each member of record entitled to vote at such meeting, by delivering a written, printed, or electronic notice (including, but not limited to, facsimile or email). Every such notice shall state the time and place and purpose or purposes of the meeting.
Section 5. At every meeting of the members, each member in good standing, present in person, shall be entitled to one vote. Except as otherwise required by law, the Certificate of Incorporation or these by-laws, all matters which properly come before any meeting of members shall be decided by the vote of a majority of the members present. Voting shall be by a show of hands except whenever any qualified voter shall demand that any vote be by ballot.
Section 6. At every meeting of members, the President, or in his/her absence, the Vice-President shall call the meeting to order and shall act as Chairman of the meeting. The Board may appoint any member to act as Chairman of any meeting in the absence of the President and Vice President.
The Secretary of the corporation shall act as secretary of each meeting of the members; but in the absence of the Secretary at any meeting of the members, the Chairman of such meeting may appoint as assistant Secretary or, if none is present, some other person to act as Secretary of the meeting.
Section 7. At the monthly meeting of members, the order of business shall be as follows:
Call the meeting to order;
Read and vote on the minutes of the last meeting;
Report of the officers;
Reports of committees;
Old business;
New business.
Section 8. The Officers and Board members-at-large of the Corporation shall be up to eight, and shall be elected at each annual meeting of members. Officers shall hold office for one year, beginning 1 July until 30 June. Board members-at-large shall each hold office for three years but be elected for staggered terms.
ARTICLE III
DIRECTORS
Section 1. The officers and board members-at-large shall constitute the Directors (Executive Committee) of the Corporation. The Directors shall also include the Master Gardener Program Coordinator for the Northeast Region or other suitable LSU AgCenter Extension advisor.
Section 2. A majority of the directors in office shall constitute a quorum for the transaction of business. All questions shall be decided by the vote of a majority of Directors represented. The Directors shall act only as a Board and the individual Directors shall have no power as such.
Section 3. Regular meeting of the Directors shall be held at such times and places within or without the State of Louisiana, as they may determine.
Section 4. Reasonable notice of the time and place of each special meeting shall be given to each director by letter or electronic means.
Section 5. Vacancies in the Directors occurring by death, resignation, failure to accept the office, inability to discharge the duties thereof, or otherwise, before the expiration of a term, may in each case be filled by a vote of the majority of the members present at a regular meeting.
Section 6. Each Director or Officer of the Corporation shall be indemnified by the Corporation against all cost and expenses which may be imposed upon or reasonably incurred by him in connection with any action, suit, or proceeding of whatever nature in which he may be or become involved or to which he may be made a party by reason of being or having been such Director or Officer, or by reason of any action alleged to have been taken or omitted by him in either such capacity, proved that the indemnification provided for herein shall not apply with respect to any matter as to which such Director or Officer shall be finally adjudged in such action, suit or proceeding to have been individually guilty of negligence or misconduct in the performance of his duty as such Director or Officer.
ARTICLE IV
OFFICERS
Section 1. The Officers of the Corporation shall be a President, Vice President, Secretary, Treasurer, and Recorder, and three (3) Board members-at-large.
Section 2. The President shall have such powers and duties as may be prescribed from time to time by the Board of Directors; and he shall have the executive management of the Corporation. The President shall preside at all meetings of the Board of Directors and of the members. The President shall appoint chairpersons of standing and ad hoc committees, and make other appointments as needed. The President shall see that all orders and resolutions of the Board of Directors are carried into effect, and may execute all contracts, deeds, certificates, bonds or other obligations authorized by the Board or the membership.
Section 3. The Vice President shall conduct the meetings and business of the Corporation during the absence or disability of the President in accordance with the duties set forth in Section 2. The Vice President also shall arrange the scientific program, including field excursions, for all meetings of the Association.
Section 4. The Secretary shall attend such meetings of the Board of Directors and members as shall be required and shall record or cause to be recorded the minutes of all meetings in books provided for that purpose. He shall attend to the giving and serving of all notices of the Corporation. He shall be the custodian of all papers brought before the Board for action or ordered on file; and of all written contracts, deeds, insurance policies, leases, records and evidence of title to real estate and other property (except money and securities) owned, held, or controlled by the Corporation. He shall maintain a complete record of all members and their contact information which shall be updated yearly. He shall perform such other duties as may be assigned to him by the Board of directors or the President.
Section 5. The Treasurer shall cause to be made full and accurate entries of all receipts and disbursements in the books of the Corporation, and shall cause to be deposited all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall have authority to receive and give receipts for all monies due and payable to the Corporation from any source whatsoever and to give full discharge for the same and to endorse for deposit on behalf of the Corporation all checks, drafts, notes, warrants, orders and other papers requiring endorsement. He shall cause to be disbursed the money of the Corporation, by checks, under the direction of the Board of Directors or a majority vote of the general membership. He shall perform such other duties as may be conferred upon him by the Board of Directors.
No part of the earnings of the Corporation shall, in whole or in part, benefit or be distributed to any officer, member, or individual except that which is authorized by the Board of Directors to pay reasonable compensation for services rendered or reimbursement for reasonable expenses incurred in its behalf.
The Treasurer shall also be the principal officer in charge of the accounts of the Corporation. He shall have charge, under the Board of Directors, of all books and accounts relating to revenues and expenditures. The Treasurer shall, in person or by his appointee when he is unavailable, present a summary of the Corporation’s current financial status at each monthly and annual meeting of the members or at such other times as required by the Directors.
Section 6. The Recorder shall keep records of all volunteer hours on projects and events, including pictures and news accounts and shall submit reports to the State Master Gardener Coordinator as required by that office.
ARTICLE V
MEMBERSHIP
Section 1. The voting membership of the Corporation comprises its active members.
Section 2. Active Members. Any person shall be eligible to be an Active Member of The Northeast Louisiana Master Gardeners Association if he or she meets the following requirements:
Possesses a current Master Gardener certification, or is currently enrolled in the Master Gardener training program, as defined in the by-laws for the corporation; and
Had paid regular annual dues by the deadline set forth in the by-laws of this corporation (Annual dues shall be $10.00, payable 1 July of each year).
Has performed or is performing volunteer time as set forth in the by-laws of this corporation (40 hours the year after completing the Master Gardener Program, 20 hours per year thereafter, and six (6) hours of continuing education per year).
Active Members shall have the right to vote (i) for the election of officers and directors, (ii) on disposition of all or substantially all of the assets of The Northeast Louisiana Master Gardeners Association, (iii) on any merger involving The Northeast Louisiana Master Gardeners Association, (iv) on the dissolution of The Northeast Louisiana Master Gardeners Association, and (v) for any other matter required or allowed by the Louisiana Nonprofit Corporation Law.
Section 3. Inactive Members A person shall be eligible to be an Inactive Member if he/she holds Master Gardener certification, has completed a previous year in good standing, but has elected not to commit to the volunteer hours required by the LSU AgCenter Master Gardener program. Inactive members may become active members by submission of the commitment form and payment of current year dues.
Section 4. Honorary Members. A person shall be eligible to be an Honorary Member of The Northeast Louisiana Master Gardeners Association if the Board of Directors confers honorary membership thereto.
ARTICLE VI
CHECKS, NOTES AND DRAFTS
All checks, notes, drafts, trade acceptances, warrants or orders for the payment of money, and all contracts, shall be signed and/or countersigned by such persons as the Board of Directors may from time to time designate for that purpose.
ARTICE VII
MISSION STATEMENT
The Northeast Master Gardeners’ Association, Inc., exists for the following reasons:
To enhance and supplement the Louisiana Master Gardener Program (the “Program”) offered by the Louisiana State University Agricultural Center;
To assume responsibility for performing special tasks and engaging in continuous activities related to the Program;
To promote the wide dissemination to Louisiana citizens of gardening information available as a result of university study and experimentation;
To foster, promote, and disseminate gardening information to Louisiana citizens;
To stimulate the knowledge and love of gardening; and
In general, to promote and carry on any other purposes and activities for which corporations may be organized under the Nonprofit Corporation Law of the State of Louisiana (La. R.S. 12:201 et seq.) which are appropriate and permissible to organizations described in section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, and exempted from federal income taxation by the provisions of section 501 (a) thereof.
ARTICLE VIII
STANDING COMMITTEES
The Standing Committees of the Corporation shall be as follows until such time as they are amended by the Directors or a vote of the Membership:
Master Gardener Advisory Committee
Website Committee
Newsletter and Publicity Committee
Trips/Transportation Committee
Each Standing Committee shall present a summary of the business discussed, pending, or recommended at each monthly meeting of the total membership. Each committee shall submit an annual report summarizing its activities for the year at the annual meeting of the Corporation. Funding for any committee project shall not be provided by the Treasurer until such project is approved by the Directors or the membership.
ARTICLE IX
VOLUNTEER HOURS
Only the LSU AgCenter Master Gardener Coordinator, or another Extension Agent may approve the projects which may be considered as applicable to the volunteer obligation for all active members of the Corporation. All projects must be approved in advance to be considered as part of said volunteer hours required for active membership.
ARTICLE X
FUND RAISING
The Corporation may conduct fund-raising activities as approved Board of Directors, who shall decide whether such activities are consistent with the objectives of the Corporation. After approval of the Board of Directors, members shall vote to determine whether to pursue the fundraiser.
ARTICLE XI
AMENDMENT OF BY-LAWS
The general membership shall have the power to make, alter or repeal the by-laws of the NELMGA by majority vote of membership present at any regular scheduled meeting thereof where notice of such proposed action has been announced in advance in the notice of the meeting.
ARTICLE XII
LOBBYING
The Corporation shall not act to influence or attempt to influence legislation by propaganda, lobbying, or any other means. The Corporation shall not directly or indirectly participate or intervene on any political campaign on behalf or in opposition to any candidate for public office.
ARTICLE XIII
PARLIAMENTARY AUTHORITY
Robert’s Rules of Order, Revised, shall be used as the authority not covered by these By-Laws.
ARTICLE XIV
DISSOLUTION
In the event of the dissolution and liquidation of this Corporation, to the extent allowed or permitted under applicable laws, the property and assets of the corporation shall be, as determined by the Board of Directors, distributed to the LSU AgCenter.
Adopted by unanimous vote of members present on November 11, 2004.
H. C. Bounds, President (signed)