Constitution and Bylaws

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FGSConstitutionBylaws_Updated11152014_FINAL

Amended May 4, 1996/FGS
Amended December 6, 1997/FGS
Amended December 7, 2002/FGS
Amended December 4, 2011/FGS
Amended November 15, 2014/FGS
Amended April 23, 2016/FGS

FENWAY GARDEN SOCIETY, INC.
Constitution and Bylaws
(Revised October 1988)

ARTICLE I – NAME

The name of the organization shall be the Fenway Garden Society, Inc., hereinafter referred to as the FGS.

ARTICLE II – OBJECTIVE

Section 1. The mission of the FGS shall be to encourage the interest and cooperation of all gardeners in the Richard D. Parker Memorial Victory Gardens, to represent FGS in all dealings with third parties involving the gardens, to promote gardening techniques and principles to gardeners and the public, and to act as stewards of the parkland on which it operates.

Section 2. The FGS shall not discriminate on the basis or age, race, color, national origin, handicap or disability, religion, gender, or sexual orientation.

ARTICLE III – MEMBERSHIP

Section 1. A gardener in the Victory Gardens must be a member of the FGS. Any reference to member(s) refers to member(s) of the FGS.

Section 2. Classes of membership: Regular, Honorary, and Associate.

a. Regular Membership shall be open to any Boston resident who is assigned a garden in the Victory Gardens.

Regular Members must comply with the “Guidelines and Regulations for the Victory Gardens,” hereinafter referred to as the Guidelines and Regulations.
Failure to comply with the Guidelines and Regulations can result in the garden(s) and membership being revoked.

b. Honorary Membership may be granted to any person who, because of valuable or lengthy participation in the FGS, is nominated by the Executive Board and confirmed by a two-thirds vote of members at a General Meeting.

Honorary Members who are Boston residents and are assigned a garden in the Victory Gardens shall have all the privileges of Regular Membership, and they must comply with the Guidelines and Regulations.
Honorary Members who fail to comply with the Guidelines and Regulations may have their gardens revoked.
Honorary Members who are not Boston residents or who are not assigned a garden in the Victory Gardens shall have a voice but not vote at General Meetings.
Honorary Members who are not assigned a garden in the Victory Gardens may not hold office.

c. Associate Membership may be granted to any person who has demonstrated an interest in urban gardening and, in particular, in the Victory Gardens, on recommendation of a Regular Member or an Honorary Member with voting privileges, followed by a majority vote of members at a General Meeting.

Associate Members may not have a garden in the Victory Gardens.
Associate Members, at the discretion of the presiding officer, shall have voice but not vote at General Meetings.
Associate Members may not hold office.

ARTICLE IV – DUES

Section 1. The Executive Board shall determine the dues, assessed per garden plot, on an annual basis. Changes in the amount of dues shall be determined by a majority vote of members at the last General Meeting of the year, hereinafter referred to as the Annual Meeting. The membership shall be notified by the Executive Board of any proposed change in the call to the Annual Meeting.

Section 2. Regular Members who fail to pay dues due to financial hardship shall not be denied a garden.

Section 3. Honorary Members shall be exempt from dues.

Section 4. Associate Members shall be exempt from dues.

Section 5. Dues shall not be refunded to anyone to whom a garden has been assigned.

ARTICLE V – GOVERNING BODIES

Section 1. Executive Board of Directors (elected), hereinafter referred to as the Executive Board.

a. Shall comprise the voting members and the non-voting members. The voting members are the five officers: President, Senior Vice President of Administration, Vice President of Communication and Development, Treasurer, and Vice President of the Park. The non-voting members are the Section Coordinators, one for each section of the Victory Gardens.

b. Shall establish the official calendar of the FGS in collaboration with the Senior Vice President of Administration within 30 days after the first General Meeting of the year.

c. Shall approve the content of all forms and mailings prior to mailing.

d. Shall approve the disbursements of all funds of the FGS as follows:

Up to the amount of the annual budget approved by the Executive Board and the general membership.
Non-budgeted items and items in excess of budgeted amounts up to and including $200.00 provided two officers of the Executive Board have so approved.
Over $200.00 provided a majority of the Executive Board officers have so approved.

e. Shall propose amendments to the Constitution and Bylaws and forward them to the members in the call to a General Meeting.

f. Shall approve changes in the Guidelines and Regulations and submit them to the Parks and Recreation Department of the City of Boston for approval.

g. (A majority of the officers) shall approve the appointments of the Section Coordinators by the V.P. of the Park.

h. May appoint ad hoc committees.

i. (V.P. of the Park and two other Executive Board officers) may revoke gardens that do not comply with the Guidelines and Regulations.

j. May fill a vacancy in an elective office, excepting that of President.

k. (Members) shall serve no more than three consecutive terms in the same office; a half-term or more shall be considered a term.

Section 2. Board of Area Directors (elected).

a. Shall comprise an unspecified number of gardeners.

b. (Members) may serve an unlimited number of terms.

ARTICLE VI – ELECTIVE OFFICES

Section 1. President

a. Shall preside at the General Meetings and at the Executive Board meetings.

b. Shall be an ex officio member of all committees of the FGS except the Nominating Committee.

c. Shall serve, with the V.P. of the Park, as the FGS co-liaison with the Parks and Recreation Department of the City of Boston.

d. Shall promote participation in community groups, impacting the Victory Gardens.

e. Shall act as liaison with organized special projects of members and outside entities.

f. Shall submit to the membership an annual report of the goals and achievements of the FGS.

g. Shall appoint the Chairperson of each Standing Committee.

h. Shall appoint the Membership Officer.

Section 2. Senior Vice President of Administration

a. In the absence of the President, shall perform all duties of the President.

b. In the event of a vacancy in the office of President, shall become President and hold that office until the next election of the Executive Board at the Annual Meeting.

c. Shall serve as Clerk of the FGS.

d. Shall take minutes at the Executive Board meetings and at the General Meeting.

e. Shall establish the official calendar of the FGS in collaboration with the Executive Board within 30 days after the first General Meeting of the year; shall submit the approved calendar to the V.P. of Communication and Development for inclusion in the next newsletter.

f. Shall serve as liaison with the Boston Police Department, the Park Rangers, and the gardeners on security issues.

g. Shall appoint the Archivist and the Security Representatives.

h. May appoint assistants to perform any functions appropriate to the office.

Section 3. Vice President of Communication and Development

a. Shall implement the publication of the FGS newsletter not less than four times each year.

b. Shall maintain an up-to-date mailing list of the members of the FGS: Regular, Honorary, and Associate.

c. Shall have the newsletter sent to the Regular, Honorary, and Associate members; and to appropriate city officials and other interested parties.

d. Shall have published in each newsletter the names of the members of the Executive Board.

e. Shall coordinate any recreational, educational, and awards activities sponsored by the FGS.

f. Shall appoint the Public Relations Officer.

g. May appoint assistants to perform any functions appropriate to the office.

Section 4. Treasurer

a. Shall serve as chief fiscal officer of the FGS.

b. Shall serve as one of three members of the standing Endowment Committee; shall not serve on any other standing committee.

c. Shall be responsible for all fund-raising operations.

d. Shall collect all moneys belonging to or due to the FGS.

e. Shall disburse all funds of the FGS as follows:

Up to the amount of the annual budget approved by the Executive Board and the general membership.
Non-budgeted items and items in excess of budgeted amounts up to and including $200.00 provided two officers of the Executive Board have so approved.
Over $200.00 provided a majority of the Executive Board officers have so approved.

f. Shall prepare a financial report to be approved at each Executive Board meeting and at each General Meeting.

g. Shall prepare a proposed annual budget to be approved at the first General Meeting of the year.

h. Shall deliver to the Chairperson of the Auditing Committee all fiscal transactions at the end of the elected term.

i. May appoint assistants to perform any functions appropriate to the office.

Section 5. Vice President of the Park

a. Shall serve, with the President, as the FGS co-liaison with the Parks and Recreation Department of the City of Boston.

b. Shall serve as Chairperson of the Board of Area Directors.

c. Shall be responsible for the general appearance of the Victory Gardens, including the individual gardens and the public areas.

d. Shall inventory and maintain the FGS garden equipment.

e. Shall coordinate the assignment of gardens.

f. Shall sign garden revocation notices.

g. Shall appoint the Mail Officer and the Pipes Officer.

h. Shall appoint a Section Coordinator for each section of the Victory Gardens from among the Area Directors, to be approved by the majority of the Executive Board officers.

i. May appoint assistants to perform any functions appropriate to the office.

Section 6. Board of Area Directors

Each Area Director shall function within an assigned area as follows:

a. Act as an area manager and representative of the gardeners.

b. Assign, with the V.P. of the Park and the Section Coordinator, all gardens and transfers in accordance with the Guidelines and Regulations.

c. Oversee the maintenance of the gardens and the adjacent paths and public areas.

d. Assure that the gardeners comply with the Guidelines and Regulations.

e. Notify the Section Coordinator of any garden that does not comply with the Guidelines and Regulations and of any other area-related problems.

f. Make recommendations on changes in the Guidelines and Regulations.

ARTICLE VII – APPOINTIVE OFFICES

Section 1. Archivist

Shall maintain and preserve the records and news items concerning the FGS in the archives.

Section 2. Mail Officer

a. Shall pick up the FGS mail at the post office; the schedule is to be determined by the Executive Board.

b. Shall deliver the mail to the appropriate members of the FGS.

Section 3. Membership Officer

a. Shall maintain an up-to-date membership list composed of name, address, telephone number, plot number(s), and amount of dues paid.

b. Shall maintain up-to-date plot assignment maps in coordination with the Section Coordinators.

c. Shall make the above-mentioned items available to the elective and appointive officers at specified intervals.

d. Shall be responsible for the mailing and receiving of applications for renewal and new membership.

e. Shall establish the quorum at each General Meeting.

f. May appoint assistants to perform any functions appropriate to the office.

Section 4. Pipes Officer

a. Shall coordinate, with the Area Directors, the maintenance and protection of the water pipes system in the Victory Gardens.

b. Shall map the turn-off valves for distribution to the V.P. of the Park and the Area Directors.

c. Shall appoint a backup assistant to perform any functions appropriate to the office.

Section 5. Public Relations Officer

a. Shall receive and respond to requests about the history, goals, and activities of the FGS.

b. Shall promote the history, goals, and activities of the FGS to local and national media, community groups, and interested agencies.

c. Shall arrange for tours of the Victory Gardens and interviews pertaining to FGS.

d. Shall maintain up-to-date records on the above-mentioned items.

e. May appoint assistants to perform any functions appropriate to the office.

Section 6. Security Representatives

a. Shall attend community meetings that pertain to security in the Victory Gardens.

b. Shall assist the gardeners in reporting vandalism and theft.

c. Shall work with the Boston Police Department and the gardeners to resolve issues of public safety in the Victory Gardens (including the common park areas and the individual gardens).

Section 7. Section Coordinators

Each Section Coordinator shall be a member of the Executive Board and shall function within an assigned section as follows:

a. Coordinate the assignment, transfer, and revocation of the gardens with the V.P. of the Park and the Area Directors.

b. Oversee the general appearance of the section.

c. Assist the Area Directors in assuring that the gardeners comply with the Guidelines and Regulations.

d. Meet with the V.P. of the Park and the Area Directors to coordinate activities and discuss section problems.

e. Prepare and maintain the up-to-date section map in coordination with the Membership Officer.

ARTICLE VIII – EXPIRATION OF TERMS, VACANCIES, AND REMOVALS

Section 1. Expiration of Terms

a. Officers shall deliver to the newly elected President any FGS property and records in their possession pertaining to the respective office within one month of the Annual Meeting.

b. Officers who resign before the term expires shall deliver to the incumbent President any FGS property and records in their possession within one week after leaving office.

c. Failure of officers to comply with the above-mentioned provisions can result in the garden(s) and membership being revoked.

Section 2. Vacancies

A vacancy in an elective office, either by resignation or removal, excepting that of President, may be filled by a majority vote of the Executive Board until an election is held at the next General Meeting.

Section 3. Removals

a. Any elective officer who does not perform the duties of the office as determined by the Executive Board may be removed from office by a majority vote of the Executive Board.

b. Any appointive officer who does not perform the duties of the office may be removed by the appointing officer.

ARTICLE IX – MEETINGS AND QUORUMS

Section 1. General Meetings Chairperson: President

a. The hour, date, and place shall be designated by the Executive Board.

b. Notices shall be sent to members at least ten days before the date of the meeting.

c. Twenty-five members with voting privileges are needed for a vote to take place.

d. Twenty-five members, including three Executive Board officers, shall constitute a quorum.

Section 2. Executive Board Meetings Chairperson: President

a. Shall be convened by the President or by three Executive Board officers.

b. Shall be held at least two weeks prior to any General Meeting.

c. A majority vote of the officers is needed.

d. Three officers shall constitute a quorum.

ARTICLE X – STANDING COMMITTEES

Section 1. Nominating Committee

a. Shall comprise three Regular or Honorary members: the Chairperson, appointed by the President, and two members appointed by the Chairperson; each may serve an unlimited length of time; officers of the Executive Board may not serve.

b. Shall have obtained a verbal consent to serve from all nominees.

c. Shall prepare a slate of nominees for the elective offices, to be presented at the Annual Meeting.

d. Shall submit the slate of nominees for publication in the official call to the Annual Meeting.

e. May accept the resignation of a member of the Nominating Committee who is suggested as a candidate for the Executive Board.

f. Shall prepare the ballots and tally sheets for use at the Annual Meeting.

g. Shall accept nominations from the floor of members who have consented to serve.

h. (Members) may serve on one other Standing Committee.

Section 2. Guidelines and Regulations Committee

b. Shall review the current Guidelines and Regulations once each year.

c. Shall consider changes in the Guidelines and Regulations proposed by any member of the FGS.

d. Shall submit to the Executive Board any proposed changes in the Guidelines and Regulations.

e. Shall amend the current Guidelines and Regulations to include any changes approved by the Executive Board and the Parks and Recreation Department of the City of Boston.

f. (Members) may serve on one other Standing Committee.

Section 3. Constitution and Bylaws Committee

a. Shall comprise three Regular and Honorary members: the Chairperson, appointed by the President, and two members appointed by the Chairperson; each may serve an unlimited length of time; officers of the Executive Board may not serve.

b. Shall review the current Constitution and Bylaws once each year.

c. Shall consider amendments to the Constitution and Bylaws proposed by any member of the FGS.

d. Shall submit proposed amendments to the Constitution and Bylaws to the Executive Board for consideration.

e. Shall maintain the current, correct version of the Constitution and Bylaws.

f. (Members) may serve on one other Standing Committee.

Section 4. Auditing Committee

b. Shall receive, from the Treasurer, all financial records from the previous term.

c. Shall prepare an audited report for presentation at the next General Meeting.

d. (Members) may serve on one other Standing Committee.

Section 5. Endowment Committee

a. Shall comprise a minimum of three Regular Members: A chairperson, appointed by the President; one member appointed by the Chairperson; and the Treasurer.

i. Each non-executive board member may serve an unlimited length of time.

ii. Members, except the Treasurer, may serve on one other Standing Committee.

iii. Executive Board Officers, except the Treasurer, may not serve.

iv. The Treasurer’s Committee position will transfer to the incoming Treasurer upon previous Treasurer vacating their position.

b. Shall have full responsibility for monitoring and maintenance of Endowment Funds on hand, including preparing the Fenway Garden Society Endowment Plan, making investment decisions, and approving disbursements under the written guidelines. Endowment disbursements are subject to membership approval.

c. Shall report on the Endowment Plan and related investment updates to the Executive Board each quarter.

d. Shall submit a report on the Endowment Plan and related investment updates at each General Meeting as part of the Treasurer’s Report.

e. Endowment Funds are defined as follows:

i. Funds received apart from annual membership dues and/or general member donations.

ii. Funds received as bequests, large sum contributions, or specified by donor to be used for a particular purpose.

f. Funds are to be kept in separate account from general FGS Operating Budget.

g. Shall not allow Endowment principal to be used without a majority vote of membership.

h. Disbursements from Endowment principal may be made for large capital improvements to the Gardens or for unseen, major emergencies, should general operating reserves not be adequate.

i. Shall receive from the Treasurer, current accounting and financial records pertinent to Endowment donations and existing accounts.

j. Endowment Committee members shall assist Treasurer to solicit large public donors for endowment contributions, working in close coordination with the FGS Executive Board.

ARTICLE XI – ELECTIONS

Section 1. The officers of the Executive Board and the members of the Board of Area Directors shall be elected by a majority vote of those present at the Annual Meeting.

Section 2. The terms of all members elected to the Executive Board and the Board of Area Directors shall commence at the adjournment of the Annual Meeting at which they were elected.

ARTICLE XII – AMENDMENTS

Section 1. The Constitution and Bylaws may be amended by a majority vote of members with voting privileges at a General Meeting provided that a copy of the proposed amendments has been included with the call to the meeting.

Section 2. The Constitution and Bylaws may be amended without previous notice by a two-thirds vote of members with voting privileges at a General Meeting.

ARTICLE XIII – PARLIAMENTARY AUTHORITY

The current edition of Robert’s Rules of Order shall govern the FGS in all cases to which the rules apply and in which they do not contradict the Constitution and Bylaws.

ARTICLE XIV – DISSOLUTION OF THE FENWAY GARDEN SOCIETY

In the event of the dissolution of the FGS, any assets shall be liquidated, all debts against the FGS shall be paid, and all remaining assets shall be given to the Parks and Recreation Department of the City of Boston for the express purpose of maintaining the Richard D. Parker Memorial Victory Gardens as approved by the current membership of the FGS.