Garden Club of St. Augustine, Inc.
Founded in 1926


For clarity, the name, The Garden Club of St. Augustine, Inc., shall be
referred to as "the Club" throughout these By-Laws.

ARTICLE II - Objectives

The objectives of the Club shall be:

To promote education in horticulture, conservation, floral design
and flower shows with workshops and Club demonstration gardens open to the public.
2. To sponsor horticulture, gardening and environmental programs for children in schools and youth organizations; to provide scholarships to
summer camps.
3. Through education, sustain interest in high standards of horticulture, landscaping and floral design among members.
4. To provide scholarships to students for advanced education in fields related to agriculture, horticulture, environmental science (ecology),
conservation and landscape design and architecture.
5. To support and assist civic beautification.

ARTICLE III - Membership and Dues

Section 1.
Membership in the Club shall be open to all circles subscribing to the above objectives.

Section 2. While all circle members are encouraged to attend, each member circle shall be entitled to two votes at Club meetings,

Section 3. The Club shall pay annual State dues as assessed, on or before June 1st of each year.

ARTICLE IV - Officers and their Election

Section 1. Officers

The officers of this Club shall be: President, Vice President, Recording Secretary, Corresponding Secretary, Treasurer, and Tour of Homes
(b)  The nominee for Club President shall be one who has served as a circle (or club) President.

Section 2. Elections

Officers shall be elected by ballot in April for a term of two years, in the odd numbered years, to serve until   their successors are installed.
(b)   However, if there is but one nominee for any office, it shall be in order to move that the Recording Secretary cast one ballot of the Club for
the nominees.
(c)   No officer or Committee Chairperson shall be eligible to serve two consecutive terms in the same office.

Section 3. Nominations

Nominations for office shall be made by a nominating committee of three. This committee shall be appointed by the President of the Club at
the regular February Club meeting. No two nominating committee members shall be from the same circle.
(b)   The nominating committee shall select one nominee for each office to be filled, preferably from different circles, and report at the March
(c)   At the April meeting, prior to the election, the nominating committee shall again present their slate. Additional nominations may then be
made from the floor, provided the consent of each candidate has been obtained before his/her name is placed in nomination. A vote will be
taken and new officers elected.
(d)   Club and Circle officers shall be installed at the May meeting.

Section 4. Vacancies

A vacancy occurring in any office shall be filled for the unexpired term by a person selected by the Executive Committee and approved by a
majority vote of the Club, except that, if said vacancy is in the office of the President, the Vice President shall automatically accede to the office
of the President.

ARTICLE V – Duties of the Officers

Section 1. The duties of the President shall be:

to preside at all meetings of the Club and the Executive Committee;
(b)   to appoint standing committees; to appoint special committees as deemed necessary;
(c)   to co-sign with the Treasurer and/or the Tour of Homes Treasurer checks drawn on the Club's Funds;
(d)   to make the report of the Club at the District meeting in the fall and spring as called upon;
(e)   to appoint a parliamentarian;
(f)    to serve as ex-officio member of all committees except the nominating committee;
(g)   to perform all other duties usually pertaining to the office.

Section 2. The duties of the Vice President shall be:

to assume the duties of the President in the absence of that officer;
(b)   to serve as Chairman of the Yearbook Committee; and
(c)   to assist in any way the President may require.

Section 3. The duties of the Recording Secretary shall be:

to record the proceedings of the meetings of the Club and the Executive Committee;
(b)   to call the roll at Club meetings and keep a record of attendance;
(c)   to be custodian of the records assigned to the office, including the By-laws and any amendments voted thereto; and
(d)   to send a written copy of the Club minutes to Circle Presidents and Club officers after each meeting.
The Recording Secretary's Book of Minutes and the Bylaws and Amendments shall be open to members, but shall remain in the custody of the
Recording Secretary at all times.

Section 4. The duties of the Corresponding Secretary shall be:

to conduct the general correspondence of the Club; and
(b)   to send notices of meetings to all Club officers, Committee Chairmen and Circle Presidents.

Section 5. The duties of the Club Treasurer shall be:

to be custodian of all funds of the Club;
(b)   to pay authorized bills promptly upon receipt;
(c)   to keep an accurate record of receipts and disbursements;
(d)   to make a financial report at each regular Club meeting;
(f)    to turn over to his/her successor all monies, books and papers, check books and canceled checks.

Section 6. The duties of the Tour of Homes Treasurer shall be:

to manage and audit all funds received or disbursed in connection with the Annual Christmas Tour of Homes sponsored by the Club; and
(b)   to assume the duties of the Treasurer in the absence of that officer and to serve on the Budget Committee.

ARTICLE VI - Meetings

Section 1.
Nine regular Club meetings shall be held each year, on the second Wednesday of each month, from September through May.

Section 2. Special meetings may be called by the President or by a majority vote of the Executive Committee.

Section 3. A quorum for the transaction of business in any meeting of the Club shall consist of a majority of the voting members. A passing vote
shall be two-thirds of such present voting members.

ARTICLE VII - Executive Committee

Section 1.
The Executive Committee shall consist of the elected officers of the Club, and the Immediate Past President of the Club.

Section 2. The Executive Committee shall transact such business as may be referred to it by the Club, and shall act in emergencies between
meetings of the Club. The Recording Secretary shall, at the next regular Club meeting, read the minutes of the Executive Committee meeting
dealing with said emergencies.

Section 3. A majority of the Executive Committee shall constitute a quorum for the transaction of business.

ARTICLE VIII - Standing Committees

Section 1.
The President shall appoint a Chairman for each Standing Committee, as required.

Section 2. The duties of each Club chairman shall be to coordinate the programs and activities suggested by the District and State Federation
with the corresponding Circle Chairman, and to make regular reports to the Club.

Section 3. The term of office of Standing Committee Chairmen shall be two years.

Section 4. No committee shall expend Club funds exceeding the approved budget without the consent of the Club membership.

Section 5. Special Committees may be appointed by the President when such committees are deemed necessary.

ARTICLE IX - Voting Body

The voting body of the Club shall consist of elected Club officers and Circle Presidents and Vice Presidents. The Circle Presidents and Vice
Presidents may delegate other members of their Circles to vote in their stead.  Each member Circle shall be limited to two votes.

ARTICLE X – Conflict of Interest Policy

The purpose of the conflict of interest policy is to protect the Club’s interest when it is contemplating entering into a transaction or arrangement
that might benefit the private interests of an officer or director of the Corporation.  The policy is intended to supplement but not replace
applicable State or Federal laws governing conflicts of interest applicable to nonprofit and charitable corporations.

Any member of the Board of Directors who has a financial, personal, or official interest in, or conflict (or appearance of conflict) with any matter
pending before the Board that prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to
voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item.

ARTICLE XI – Distribution of Earnings

No part of the net earnings of the Club shall inure to the benefit of, or be distributed to the members, trustees, officers, or other private persons,
except that the Corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions
in furtherance of the purposes set forth in the Statement of Purpose hereof.

The property of the Corporation is irrevocably dedicated to purposes listed above and no part of the net income or assets of the Corporation
shall ever inure to the benefit of any director, officer or member thereof, or to the benefit of any private individual.

ARTICLE XII - Nondiscrimination/Nonpolitical - Nonpartisan Policy

The Garden Club of St. Augustine, Inc. admits members without regard to race, religion, color, sex, age, national and ethnic origin or physical
handicap.  It does not discriminate in its membership or programs on the basis of race, religion, color, sex, age, national and ethnic origin or
physical handicap.
The Garden Club of St. Augustine, Inc. is a nonpolitical, nonpartisan Corporation.  As such, the Club will not participate in any political endeavor
nor will it demonstrate partisanship in any way.

ARTICLE XIII - Parliamentary Authority

Robert's Rules of Order Revised shall govern the proceedings of this Club in all cases in which they are not inconsistent with these by-laws.

ARTICLE XIV – Annual Meeting

The Club shall hold an annual meeting during its first meeting of each Garden Club year in September.  All members of the Garden Club of St.
Augustine, Inc. will be invited to the meeting at which a report will be made by the Officers on the state of the Club.

ARTICLE XV – Amendments to the Articles of Incorporation

Amendments to the Articles of Incorporation may be proposed by any member of the Corporation and submitted to the Board of Directors for
approval.  Upon approval by a majority of the Board of Directors present and voting at any meeting of the Board of Directors, a copy of the
proposed amendments(s) shall be sent to each member of the Corporation with notice of a meeting to consider adoption of the said
amendment.  Said amendment shall be adopted at the meeting so noticed by a two-thirds vote of the members present and voting.

Amendments to the Articles of Incorporation may be adopted at any annual meeting without notice of the members present and voting.

ARTICLE XVI – Indebtedness

The highest amount of indebtedness to which the Club may at any time subject itself shall never be more than two-thirds of the assets of the Club.

ARTICLE XVII – Dissolution

Upon dissolution of this Corporation, no part of its assets shall inure to the benefit of its members; rather such assets shall be distributed to one
or more organizations which are described in the provisions of Section 501 (c) (3) of the Internal Revenue Code.


The By-Laws may be amended at any meeting or at any special meeting provided notice of such amendment has been given at the previous
meeting or at least two weeks in advance.  A change to the By-Laws will require a vote of the eligible members present.  The By-Laws may be
amended by the Corporation at any annual meeting without notice or prior approval of the Board of Directors by a unanimous vote of the
members present and voting.

Approved: March 13, 1996
Amended: November 14, 2001
Amended: October 6, 2004
Amended: March 14, 2007
Amended: August 4, 2009
Amended: February 10, 2010