ByLaws

Purpose

Said Association is organized exclusively for charitable and educational purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, and including for such purpose to foster effective community through promotion and support of organic gardening by teaching raised bed gardening, sustainable gardening methods, water conservation, alternatives to non-organic pesticides, herbicides, and fertilizers, and promoting healthy diets. The Community Garden site will be used to provide training and education while sponsoring and encouraging sharing and caring among the users of the Garden, leading to a stronger and more effective local community.

Location

The Association shall be maintain a principal office in the State of Florida, a registered office and a registered agent at such office, and may have other offices.

Membership

Qualifications  A person or Board approved group may qualify for membership providing she/he meets all of the following criteria:

(1) Adherence to the Gardening Rules and the Bylaws of the Association;
(2) Residency within Pinellas County, Florida;
(3) Payment of fees, and assessments;
(4) Commitment of services (or other assistance arrangement) toward the tasks of maintaining the Association and Community Garden
(5) Cultivation of site

Admission of Members  Applications for membership shall be submitted in writing to the Chairman of the Membership Committee. A copy of the Bylaws and any current Gardening Rules adopted by the membership will be provided to new members.

Voting Rights ��� Each properly recorded voting member shall have one vote.

Renewal of Membership  Payment of fees and renewal of each memberâ€���s site assignment, based on an application for the calendar year, shall take place in accordance with the rules and procedures adopted by the Board of Directors.

Default and Termination of Membership  When any member shall default payment of fees, maintenance of garden site, commitment of service, or fail to adhere to the rules of the Association within the period specified by current Gardening Rules, her/his membership may thereupon be terminated by the Rules Committee. Notice of termination may be appealed to the Board of Directors within 30 days of date of notice.

Resignation  Any member may resign from the Association by notifying the Membership Committee Chairperson. However, such resignation shall not relieve the member of the obligation to pay any fees or other indebtedness theretofore accrued and unpaid.

Transfer of Membership  Membership in this Association is not transferable or assignable.

Board of directors

General Powers�� The board of directors shall manage the affairs of the Association.

Number and Tenure�� The number of the Directors shall be set by resolution of the board. Each member shall have no more than one vote. The number of directors may be decreased to no fewer than five, or increased to no more than seven. The tenure of the board of directors shall initially be: one-third to serve a one year term; one-third to serve a two year term; one third to serve a three year term. All subsequent terms shall be three-year terms. Each director shall hold office until a successor shall have been elected and qualified at a meeting of directors.Directors, if re-nominated and re-elected, may serve a maximum of two consecutive terms. Directors ineligible for re-election, having served two consecutive terms, shall again become eligible for election after a period of one year.

Election of Replacement or Additional Officers  Whenever a vacancy occurs in the office of director through resignation, death or otherwise, such vacancy may be filled by election of the remaining directors for the remainder of the unexpired term. The board shall have the authority to fill additional seats on the board which are newly created or which have remained unfilled.

Compensation  Directors shall not be entitled to compensation by virtue of their office as directors of the Association. Reasonable expenses incurred by a director in the interest of the Association may be reimbursed upon approval of the board of directors.

Officers�� The officers of the Association shall be a president, a vice-president, a secretary, a treasurer and any other such officers as may be elected to offices created by the board of directors. One person may hold two (2) or more offices, with the exception that one person may not hold the offices of president and secretary, and no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required to be executed, acknowledged or verified by two (2) or more officers.

The President  The president shall be the principal executive officer of the Association.Subject to the direction and control of the board of directors, the president shall be in charge of the business and affairs of the Association, except in those areas, if any, that are relegated to the registered agent of the Association by current or future State law. The president shall see that resolutions and directives of the board are carried out except in the instance in which that responsibility has been assigned to some other person by the board of directors, and in general, shall discharge all duties incident to that office. The president shall preside at all meetings of the board of directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Association or a different mode of execution is expressly prescribed by the board of directors, these bylaws or State laws, the president shall execute for the Association any contracts, deeds, mortgages, bonds, or other instruments which the board of directors has authorized to be executed.

The Vice President  The Vice President shall perform the duties and exercise the powers of the President during the absence or disability of the President. The vice president (or in the event there is more than one vice president, each of the vice presidents) shall assist the president in the discharge of such duties as the president may direct and shall perform such other duties as may be assigned to him/her by the president or board of directors. In the inability or refusal to act of the president, the vice president shall perform the duties of the president, and when so acting shall have all the powers of and be subject to all the restrictions upon the president.

Secretary  The Secretary shall keep minutes of the annual membership meetings as well as of all Board meetings. The secretary shall see that all notices are given in accordance with the provisions of these bylaws or as required by law, be custodian of the corporate records; keep a register of the post office address of each director which shall be furnished to the secretary by such director; and perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or the board of directors.

Treasurer  The treasurer shall be the principal accounting and financial officer of the Association. The treasurer shall:

(a) have charge of and be responsible for the maintenance of adequate books of account of the Association;
(b) have charge and custody of all funds and securities of the Association, and be responsible therefore, and for the receipt and disbursement there of;
(c) perform all duties as incidents to the office of treasurer and such other duties as from time to time may be assigned by the president or board of directors. If required by the board of directors or State law, the treasurer shall give a bond for the faithful discharge of duties in such sum and with such surety as the board of directors shall determine.
Chairpersons – Chairpersons of standing committees shall be approved by a majority of the entire Board and shall serve for one year or until their successors are approved by the Board. They may be selected either from among the members of the Board or from among members of the Association. The board of directors by resolution may designate one or more committees, which committees to the extent provided in said resolution and not restricted by law, shall have and exercise the authority of the board of directors in an area of management of the Association as determined by the board of directors in the designation of such committee. Each member of a committee shall serve until the next annual meeting of the board of directors, unless the committee is terminated sooner by resolution of the board of directors.

Elected Directors  Shall sit as members of the Board and shall participate in execution of responsibilities to the Association and as directed by the President.

Regular Meetings of the Board  Shall be called by the President or by request of a majority of the Directors. These meetings will be open to the members of the Association. Any Board member may place an item on the Boardâ€�����s agenda. The annual meeting of the Association shall be held in the first calendar quarter of each year. Regular meetings of the board of directors shall be held at least three times a year, and may be scheduled more often by the board president.The board president may fix any reasonable time and place for annual and regular meetings.Members of the board of directors are expected to attend these meetings and two unexcused absences within the year may be cause for removal from the board of directors.

Special Meetings of the Board  Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board may fix any reasonable place and time for holding said meeting. Business transacted at a special meeting shall be confined to the purposes of the meeting as stated in the notice for the meeting.

Notice of Meetings of the Board  Notice of any meetings shall be given in accordance with any then applicable State law or as provided herein by bylaws. Neither the business to be transacted at, nor the purpose of, any regular or special meetings need be specified unless requested by State law or by these bylaws.

Acting Without a Meeting  Any action required or permitted to be taken by the board of directors may be taken without a meeting if all the members of the board shall individually or collectively consent in writing to such action. Such written consents shall be filed with the minutes of the proceedings of the board.

Manner of Acting  The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors.

Quorum  A majority of the currently elected members of the Board shall constitute a quorum. A majority vote shall consist of greater than 50% of those present and entitled to vote at the meeting, except as otherwise provided by applicable State law or these bylaws.

Report of the Board  The Board shall give a full report of its activities at the annual meeting.

Recall or Resignation of Member of the Board  The board of directors may remove any officer elected or appointed by the board of directors whenever in its judgment the best interests of the Association would be served thereby, or when an officer has two (2) consecutive unexcused absences from meetings of the board. Removal shall be without prejudice to the contract rights, if any, of the person so removed.

The election of President or Directors may be rescinded by a majority vote at a duly constituted meeting of the Association (regular or special) when notice of intention to make the motion has been given at the previous meeting or in the call of the present meeting, or by a vote of the majority of the full Board.

Membership meetings

Regular Meetings  Regular meetings of the entire membership shall be held in the final calendar quarter as set by the Board, for the purpose of electing members of the Board, receiving reports of officers and committee chairpersons, and for other association business as may be necessary.

Special  Special meetings shall be called by the Board upon petition of ten percent of the membership or upon a vote of the Board. No business may be conducted at a special meeting except that specified in the notice.

Quorum  A majority of the voting members present in good standing present shall constitute a quorum. A roster shall be maintained of the names of members present at a meeting.A simple majority of those members present at a regularly constituted meeting shall constitute an act of the general membership unless the act of a greater number is required by law or by these Bylaws.

Notification  The Membership shall be notified of all meetings in advance through issuance/mailing/emailing of notice to the entire voting membership.

Standing committees

Standing Committees are constituted to insure the continued oversight of continuing functions relevant to the continuing administration of the Association. The Chairperson of each committee shall be appointed by the President and approved by the Board. Committee members will then be appointed by the Committee Chairperson. The President may act as ex-officio member of all committees. The Board shall be kept apprised of all programs. Minutes for each committee meeting shall be submitted to the Secretary for record-keeping.

Membership Committee�� A Membership Committee shall be responsible for solicitation and admission of new members, maintenance of a waiting list, garden plot assignments, and maintenance of a current roster of Gardener and Associate members.

Rules Committee  Rules Committee shall develop Garden Rules and annually review and propose additions or amendments to as needed for consideration by the Board and ratification by the members; shall mediate and make recommendation to the Board upon any grievance brought by a member, subject only to appeal to the full Board; and shall enforce the standing rules and removal of any member who is in violation of the conditions of membership, subject to approval of the Board.

Education Committee  The Education Committee shall provide information and technical advice to the members and shall serve as liaison with local information sources. The Education Committee shall be responsible to bring to the Board a proposal for the next year’s educational programs at the beginning of the final calendar quarter. The committee will also be responsible for implementation of all educational events.

Garden Services Committee  The Garden Services Committee shall be responsible for organizing and generally overseeing logistics for a cooperative administration of the needs of the 6 community project. These functions shall include, but not be limited to overview and care of the water system; supply of gardening tools; storage facility; procedures for trash removal; required lawn care, garden plot oversight and organization.

Social and Welfare Committee  The Social and Welfare Committee shall organize social affairs to encourage membership participation in gatherings for exchange of gardening ideas, experiences, friendships; and shall organize a system for collection and distribution of excess produce available during or toward the end of the gardening season.

Fundraising Committee  The Fundraising Committee shall be responsible for coordinating all fundraising efforts of the organization including all record keeping of activities and results of the committee.

Other Committees�� Such other Committees, standing or special, shall be created by the President as the Association and the Board shall from time to time deem necessary to carry on the work of the Association.

Parliamentary authority

All meetings of the board of directors shall be governed by Robert’s Rules of Order unless otherwise dictated by a resolution of the board of directors or these bylaws.

Amendment of bylaws

The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the Association membership, except as provided below. These Bylaws may be amended at any regular meeting of the Association by a two-thirds vote, provided that the amendment has been submitted in writing to the Board and is included in the notice of the meeting. Such action may be taken at a regular or special board meeting for which notice of the purpose shall be given. The bylaws may contain any provisions for the regulation and management of the affairs of the Association not inconsistent with the law or the articles of incorporation.

Fiscal year

The fiscal year shall be January 1 through December 31, unless otherwise fixed by the board of directors.

Stock certificates

The Association is a non-profit corporation, the ownership of which is not represented by stock certificates.

Books and records

The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its board of directors, and committees having any of the authority of the board of directors. Any director, officer, or committee member, or such persons 7 agent or attorney may inspect all books and records of the Association for any proper purpose at any reasonable time.

Contracts

The board of directors may authorize any officer or officers or agents of the Association in addition to the officers so authorized by these bylaws to enter into any contract or execute or deliver any instrument in the name of and in behalf of the Association and such authority may be general or confined to specific instruments.

Checks and drafts

All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the board of directors

Deposits

All funds of the Association shall be deposited in a timely manner to the credit of the Association in such bank, trust company, or other depository as the board of directors may select.

Gifts

The board of directors may accept on behalf of the Association any gift, contribution, bequest or device for the general purpose or for any special purpose of the Association.

Director conflict of interest

If a transaction is fair to the Association at the time it is authorized, approved, or ratified, the fact that a director of the Association is directly or indirectly a party to the transaction is not grounds for invalidating the transaction.

In a proceeding contesting the validity of a transaction described above the transaction shall be deemed to be fair to the Association if the material facts of the transaction and the directorâ�������™s interest or relationship were disclosed or known to the board of directors or a committee consisting entirely of directors and the board or committee authorized, approved or ratified the transaction by the affirmative votes of a majority of disinterested directors, even though the disinterested directors be less than a quorum.

The presence of the director, who is directly or indirectly a party to the transaction , or a director who is otherwise not disinterested, may be counted in determining whether a quorum is present but may not be counted when the board of directors or a committee of the board takes action on the transaction.

For purposes of the Section, a director is â�����œindirectly����€ a party to a transaction if the other party to the transaction is an entity in which the director has a material financial interest or of which the director is an officer, director, or general partner.

Prohibited loans to directors and officers

No loan shall be made to a director or officer of this Association.

Indenmification of directors, officers, and other agents

This Association shall have the power, (and hereby exercises its power) to indemnify every director, officer, employee and other agent of the Association under the circumstances and conditions of the non-profit corporation statute of the State against all expenses and liability, including counsel fees, reasonably incurred by or imposed upon such person in connection with any action or director, officer, employee or agent of the Association, or any settlement thereof, whether or not they are director, officer, employee or agent at the time such expenses are incurred, except in cases wherein the director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of their duties; provided that in the event of a settlement the indemnification herein shall apply only when the board of directors approves such settlement and reimbursement as being in the best interests of the Association. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such person may be entitled. The Association shall have the power to purchase insurance for any or all its directors, officers, employees or agents against any liability asserted against or incurred by such person in such capacity or arising out of the directorâ€���s, officerâ���™s, employee��€�������s or agent��€™s status as such and such insurance may extend beyond the person’s rights hereunder.

Waiver of notice

Whenever any notice is required to be given under the provisions of law, the articles of incorporation or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated or required, shall be deemed equivalent to the giving of such notice.

I, secretary of Dunedin Community Garden Association, Incorporated, do hereby certify that the before attached bylaws were first adopted by a vote of the board of directors on the 11th day of April, 2011, and the bylaws include amendments, if any, duly adopted on the dates stated below, and are currently in effect as of the date of this certification.