Article I. Objects of the Society

The mutual improvement and general benefit of its members through social intercourse and by diffusing among them technical knowledge of plants and flowers, methods of cultivation, adaptability, and arrangement; discussing and encouraging the most practical and effective means of raising and maintaining higher standards of excellence in the arts pertaining to all branches of Horticulture; and creating public interest in the same and the recognition of its beauties and importance by encouraging exhibitions and disseminating useful information relating to the merits or demerits of novelties and new introductions in plants, flowers, fruits, vegetables, garden appliances, etc.

Article II. Membership

Section 1 - Qualified Persons. Membership in the society is open to all persons interested in Horticulture.

Section 2 - Classes. There shall be three [3] classes of membership in the society: Active; Honorary, and Life.

Section 3 - Active Members. Persons may become Members by application to the Society and payment of dues. Members, once elected, remain active Members for so long as they pay their periodic dues. Active membership terminates sixty [60] days after the due date of any unpaid dues.

Section 4 - Honorary Members. Honorary Members are non-members who have made outstanding contributions to the field of Horticulture and who are elected to the position by the Executive Board for the next calendar year.

Section 5 - Life Members. Life Members are Members who have contributed significantly as active members of the Society for at least five [5] consecutive years and who are elected by the Executive Board. Life Members are not required to pay dues to the Society.

Article III. Executive Board

Section 2 - Number and Qualifications. The Executive Board shall be composed of seven [7] Members in good standing. At the initial election of members of the Executive Board, four [4] Members shall be elected for two year terms and three [3] Members shall be elected for one [1] year terms. Thereafter all members of the Executive Board shall be elected for two [2] year terms. The President of the Society shall be chairperson of the Executive Board.

Section 3 - Powers and Duties. The Executive Board may act in all instances on behalf of the Society, except as provided in the Charter or the Bylaws. The Executive Board shall have the powers and duties necessary for the administration of the affairs of the Society which shall include, but shall not be limited to, the following:

[a] appointing the time and place of their own meetings;

[b] examining all accounts of the Society for report at the annual meeting or whenever required;

[c] acting as a nominating committee and presenting, at the November meeting, a list of names, one or more for each vacancy, from the eligible membership to be voted upon at the December meeting, for membership on the Executive Board for the ensuing term, [their recommendations however are not binding on the society];

[d] meeting at the call of the President to perform any necessary duty and otherwise to see to the interests of the society at all times;

[e] adopting and amending the Bylaws;

(f) adopting and amending budgets for revenues, expenditures and reserves and collecting assessments from Members;

(g) hiring and discharging employees and agents; (h) instituting, defending or intervening in litigation or administrative proceedings in its own name on behalf of itself, or the Society;

(i) making contracts and incurring liabilities;

(j) acquiring, holding, encumbering and conveying, in the name of the Society, any right, title or interest to real property or personal property;

 (k) providing for the indemnification of its officers and Executive Board and maintaining directors' and officers' liability insurance;

(l) establishing committees, standing and ad hoc, to perform any functions above as specifically delegated in the resolution of the Executive Board establishing the committee;

(m) exercising any other powers necessary and proper for the governance and operation of the Society;

(n) exercising any other powers conferred by the Charter or the Bylaws; and

(o) exercising all other powers that may be exercised in this State by legal entities of the same type as the Society.

Section 4 - Organization Meeting. Executive Board members shall take office upon installation. The first meeting of the Executive Board following each annual meeting of the Members shall be held within fifteen (15) days thereafter at such time and place as shall be fixed at the meeting at which such Executive Board shall have been elected. No notice shall be necessary to the newly elected board members in order to legally constitute such meeting, providing a majority of the members shall be present thereat.

Section 5 - Meetings. Meetings of the Executive Board may be called by the President or by a majority of the members of the Executive Board on at least three (3) business days' written notice to each member. The notice shall be hand-delivered or mailed and shall state the time, place and purpose of the meeting.

Section 6 - Location of Meetings. All meetings of the Executive Board shall be held within the Town of Greenwich, unless all members thereof consent to another location.

Section 7 - Waiver of Notice. Any member may waive notice of any meeting in writing. Attendance by an Executive Board member at any meeting of the Executive Board shall constitute a waiver of notice. If all the members are present at any meeting, no notice shall be required and any business may be transacted at such meeting.

Section 8 - Removal of Members of the Executive Board. The Members, by an affirmative vote of twenty-five [25] persons present and entitled to vote at any meeting of the Members at which a Quorum is present, may remove any member of the Executive Board with or without cause; provided, however, that the notice of such a meeting of the Members must adequately describe the removal, as then-proposed.

Section 9 - Standard of Care. In the performance of their duties, the officers and the members of the Executive Board are required to exercise ordinary and reasonable care.

Section 10 - Quorum of Board Members. At all meetings of the Executive Board, a majority of the members shall constitute a quorum for the transaction of business, and the votes of a majority of the members present at a meeting at which a quorum present shall constitute a decision of the meeting. If, at any meeting, there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time. At any adjourned meeting at which a quorum is then present, any business which might have been transacted at the meeting originally called, may be transacted without further notice.

Section 11 - Vacancies. Vacancies in the Executive Board caused by any reason other than the removal of a member by a vote of the Members, may be filled at a special meeting of the Executive Board held for that purpose at any time after the occurrence of any such vacancy, even though the members present at such meeting may constitute less than a quorum. Vacancies caused by the removal of a member or members by a vote of the Members may be filled only by vote of the Members. Each person so elected or appointed shall immediately become and be a board member for the remainder of the term of the member so replaced.

 Section 12 - Unanimous Consent to Corporate Action. If all Members of the Executive Board or all members of a committee established for such purposes, as the case may be, severally or collectively consent in writing to any action taken or to be taken by the Society, and the number of the members of the Executive Board or committee constitutes a quorum for such action, such action shall be a valid corporate action as though it had been authorized at a meeting of the Executive Board or the Committee, as the case may be. The Secretary shall file such consent with the minutes of the meetings of the Executive Board.

ARTICLE IV. Officers

Section 1 - Designation. The officers of the Society shall be the President, the Vice President, the Treasurer, and the Secretary, all of whom shall be elected for a term of one [1] year. The Executive Board may appoint an Assistant Treasurer, an Assistant Secretary, and such other officers as in its judgment may be necessary. The Officers, except for the President, are not required to be members of the Executive Board.

 Section 2 - Election of Officers. The officers of the Society shall be elected annually from among Members in good standing by the Executive Board at the organization meeting of each new Executive Board. The President shall be elected from among the members of the Executive Board. No Member shall be nominated for office without his consent, nor shall any Member accept nomination for more than one office. Each Executive Board member shall be entitled to one vote for each officer which vote must be cast by ballot. Officers shall take office upon election. Officers shall hold office at the pleasure of the Executive Board, and until the election of their successors.

Section 3 - President. The President shall be chief executive officer of the Society. The President shall preside at all meetings of the Members and of the Executive Board. The President shall have all of the general powers and duties which are incident to the office of President of a non-stock corporation organized under the Laws of the State of Connecticut, including but not limited to the power to appoint committees from among the Members and other persons from time to time as the President may, in his/her discretion, decide are appropriate to assist in the conduct of the affairs of the Society. The President may cause to be prepared and may execute amendments to the Charter and these Bylaws on behalf of the Society, following authorization by the Executive Board or the Members, as required by these Bylaws, the Charter or the Act.

Section 4 - Vice President. The Vice President shall take the place of the President and perform the President's duties whenever the President is absent or unable to act. If neither the President nor the Vice President is able to act, the Executive Board shall appoint some other member of the Executive Board to act in the place of the President, on an interim basis. The Vice President shall also perform such other duties as may be imposed upon him by the Executive Board or by the President.

Section 5 - Secretary. The Secretary shall keep the minutes of all meetings of Society and the Executive Board; the Secretary shall have charge of such books and papers as the Executive Board may direct; and he shall, in general, perform all the duties incident to the office of Secretary of a non-stock corporation organized under the Laws of the State of Connecticut. The Secretary may cause to be prepared and may execute amendments to these Bylaws on behalf of the Society, following authorization by the Executive Board or the Members, as required by these Bylaws. The Secretary shall keep a list of all Members, their addresses and telephone numbers and shall send notices of all meetings to the Members.

Section 6 - Treasurer. The Treasurer shall have the responsibility for Society funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, and for the preparation of all required financial data. The Treasurer shall prepare and submit annual budgets to the Executive board for approval. The Treasurer shall be responsible for the deposit of all moneys and other valuable effects in such depositories as may from time to time be designated by the Executive Board, and shall, in general, perform all the duties incident to the office of Treasurer of a non-stock corporation organized under the Laws of the State of Connecticut. The Treasurer may endorse on behalf of the Society for collection only, checks, notes and other obligations, and shall deposit the same and all moneys in the name of and to the credit of the Society in such banks as the Executive Board may designate. The Treasurer may have custody of and shall have the power to endorse for transfer on behalf of the Society, stock, securities or other investment instruments owned or controlled by the Society, or as a fiduciary for others.

Section 7 - Removal of Officers. Upon the affirmative vote of a majority of the members of the Executive Board, any officer may be removed, either with or without cause, and his successor may be elected at any regular meeting of the Executive Board, or at any special meeting of the Executive Board called for that purpose.

Article V. Meetings of Members

Section 1 - The regular meetings of the Society shall be held on the second Tuesday of each month at 7:30 o'clock P.M. unless otherwise decided at a previous meeting.

Section 2 - Special Meetings. Special meetings of the Society may be called by the President or a majority of the Executive Board, and shall be called by the President at any time requested by twenty [20] percent of the Members of the Society. At such special meeting only the business for which it was called can be discussed or considered.

Section 3 - Annual Meeting. Annual meetings of the Members shall be held at such time as the Executive Board may designate. At such meeting, the Executive Board elected in December shall be installed, in accordance with the provisions of Article III of these Bylaws. The Members may transact such other business at such meetings as may properly come before them.

Section 4 - Budget Meeting. The budget may be considered at Annual or Special Meetings called for other purposes as well.

Section 5 - Place of Meetings. Meetings of the Members shall be held at such suitable places convenient to the Members as may be designated by the Executive Board or the President.

Section 6 - Notice of Meetings. Unless otherwise specified herein, not less than seven [7] nor more than sixty [60] days in advance of any meeting, the Secretary or other officer specified in the Bylaws shall cause notice to be hand-delivered or sent prepaid by United States mail to the mailing address of each Member. The notice of any meeting shall state the time and place of the meeting and the items on the agenda, including the general nature of any proposed amendment to the Charter or Bylaws, any budget changes and any proposal to remove an officer or member of the Executive Board. No action shall be adopted at a meeting except as generally stated in the notice.

Section 7 - At any time Members are entitled to elect a member of the Executive Board, the Society shall call and give not less than ten [10] nor more than sixty [60]days notice of a meeting of the Members for this purpose. Such meeting may be called and the notice given by any Member if the Society fails to do so.

Section 8 - Quorum. Except as otherwise provided in these Bylaws, twenty-five [25] Members present in person or by proxy, at any meeting of Members shall constitute a quorum at all meetings of the Members.

Section 9 - Adjournment of Meetings. At any meeting of Members, a majority of the Members who are present at such meeting, either in person or by proxy, may adjourn the meeting to another time.

Article VI. Order of Business

Section 1 - The order of business at all meetings of the Executive Board, and meetings of the Members which are designated as a business meeting or a special meeting of the Members shall be as follows:

(a) Roll call (or check-in procedure).
(b) Proof of notice of meeting.
(c) Reading of minutes of preceding meeting.
(d) Officers Reports.
(e) Committee reports.
(f) Election of inspectors of election (when required).
(g) Election of members of the Executive Board (when required).
(h) Election of Officers (when required).
(i) Ratification of Budget (when required).
(j) Unfinished business.

Section 2. The order of business at all other meetings of the Members shall be as follows:

(a) Pledge to the flag.
(b) Roll call (or check-in procedure).
(c) Welcoming of guests and new Members
(d) Summary of Executive Committee meeting (if any)
(e) Notices
(f) Featured Presentation
(g) Judging of exhibits
(h) Sale of plant material and awarding of door prizes
(i) Dinner or refreshments

Article VII. Committees

Section 1 - Types. The Executive Board may form standing and ad hoc committees. Upon action of the Executive Board forming a committee, the Board shall appoint one or more Members of the Society to that committee. Each committee shall elect its own chairperson.

Section 2 - Standing Committees. The identity and scope of the responsibilities of each Standing Committees is as follows:

Publicity Committee - responsible for promoting the Society and its activities in the media; in conjunction with the Publications Committee arranging for articles and photographs of the Societies events to appear in various publications; developing press releases under guidelines established by the Executive Board.

Publications Committee - responsible for editorial and production functions relating to the publications of the Society, including its monthly journal. The committee chairman shall be responsible for the editorial matter appearing in publications originated by the publications committee under guidelines established by the Executive Board. The committee shall also be responsible for production [but not editorial content] of written materials as requested by the Executive Board or other committees of the Society. The committee shall present its proposed budget for the next calendar year on or before November 1st of the prior year.

Program committee - responsible for arranging programs, including internal and outside speakers; sales and expositions; charitable work.

Events committee - responsible for arranging programs, including internal and outside speakers; sales and expositions; charitable work. The Events committee shall attempt to maintain a schedule of at least 6 months in advance of each meeting. The committee shall present its proposed budget for the next calendar year on or before November 1st of the prior year. Hospitality Committee - responsible for arranging meeting locations; necessary equipment for presenters; making provision for food, when appropriate. The chairman of this committee shall maintain close contact with the Events committee to determine meeting location and equipment requirements; shall arrange for the purchase and presentation of food or coordinate the provision of food by others, as required. The committee shall present its proposed budget for the next calendar year on or before November 1st of the prior year. The committee shall negotiate contracts or agreements for space or food under guidelines established by the Executive Board.

Membership Committee - responsible for obtaining and retaining Members. The Membership committee is responsible for implementing the decisions of the Executive board relating to steps to be taken with regard to membership development. This committee shall develop written materials for use in soliciting membership; shall have a committee representative available at all membership meetings to speak to guests and solicit their membership; shall propose procedures to the Executive Board. Written materials developed by the Membership Committee and approved by the Executive Board shall be submitted to the Publications Committee for production.

Exhibits Committee - responsible for providing a monthly schedule of classes and for providing competition guidelines or rules. Responsible for receiving exhibits and other plant material from Members and guests, assuring entries are in correct classes, labeling and organizing the material, arranging for judging of exhibits, for recording judges' comments and point awards, and announcing results. Responsible for sale or auction or giving away of other plant material and maintaining a record of the materials contributed and sold.

Awards Committee - responsible for researching and recommending nominees for Alemany trophy and honorary memberships, provide criteria for student scholarships and select winners.

Audit Committee - responsible for auditing the books of the Society. Outreach Committee - responsible for developing public service programs.

Section 3 - Ad hoc Committees. From time to time, as it deems necessary, the Executive Board may form additional committees of limited or unlimited duration to advance the purposes of the Society.

Section 4 - Responsibilities. Each committee shall have those responsibilities as are delegated to it by the Executive Board and shall be responsible to the Executive Board for the proper execution of those duties. The Executive Board will appoint one of its members who will act as liaison between the Executive Board and the committee. Section 5. Finances. Each committee shall develop its own budget and submit it to the Executive Board for approval. No committee of this Society shall spend any money of this Society on any person or Member of any committee without prior approval of the Executive Board.

Article VIII. Voting Elections

Section 1 - Proxies. A Member may cast his or her vote pursuant to a proxy duly-executed by that Member. A Member may revoke a proxy given pursuant to this Section only by actual written notice of revocation to the person presiding over a meeting of the Members. A proxy is void if it is not dated or purports to be revocable without notice. A proxy terminates thirty (30) days after its date unless it specifies a shorter term.

Section 2 - Majority Vote. The vote of a majority of the Members present in person or by proxy at a meeting at which a quorum is present shall be binding upon all Members for all purposes except where in the Charter, these Bylaws or by law, a higher percentage vote is required.

Article IX. Records

The Society shall maintain accounting records, which shall include: (a) a record of all receipts and expenditures; (b) an account for each Member which shall designate the name and address of each Member, the amounts paid by such Member and the balance due, if any; (c) a record of the actual cost, irrespective of discounts and allowances, of the running of the Society, and (d) an accurate account of the current balance in the Society's bank accounts.

Article X. Contracts, Loans, Checks and Deposits

Section 1. Agreements, Contracts, and Other Documents. The Executive Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Society and no evidences of indebtedness shall be issued in its name unless authorized by a vote of Members. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society shall be signed by such officer or officers, agent or agents of the Society, and in such manner, as shall from time to time be determined by resolution of the Executive Board.

Section 4. Deposits. All funds of the Society not otherwise employed shall be deposited from time to time to the credit of the Society in such banks, trust companies or other depositories as the Executive Board may select.

Section 5 - Signatures. All agreements, contracts, deeds, leases, checks and other instruments of the Society shall be executed by any two officers of the Society or by such other person or persons as may be designated by the Executive Board.

Article XI. Amendments

These by-laws may be altered, amended or repealed and new by-laws may be adopted by the Executive Board at any regular or special meeting, provided, however, that the Executive Board may not alter, amend or repeal any By-law establishing what constitutes a quorum at Members meetings.

ARTICLE XII. Miscellaneous Section

Section 1 - Notices. All notices to the Society or the Executive Board shall be delivered to the Secretary, or to such other address as the Executive Board may hereafter designate from time to time, by notice in writing to all Members. Except as otherwise provided, all notices to any Member shall be sent to his address as it appears in the records of the Society., All notices shall be deemed to have been given when mailed, except notices of changes of address which shall be deemed to have been given when received.

Section 2 - Fiscal Year. The Executive Board shall establish the fiscal year of the Society, which shall be on a calendar year unless the Executive Board determines on reasonable grounds to the contrary.

Section 3 - Waiver. No restriction, condition, obligation or provision contained in these By-laws shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches or the magnitude thereof which may occur.

Section 4 - Office. The principal office of the Society shall be on the address of the Secretary or at such other place as the Executive Board may from time to time designate.

The Westchester and Fairfield Horticultural Society, Inc.

An Educational and Community Service Organization 
 Founded 1910

P.O. Box 18, Cos Cob, CT 06807