By-Laws and Standing Rules

BYLAWS
The Michigan Farm and Garden Foundation, Incorporated
Approved May, 2013

ARTICLE I – NAME
The name of this Organization shall be The Michigan Farm and Garden Foundation, Incorporated; also referred to as Michigan Division of The Woman’s National Farm and Garden Association, Inc., hereafter referred to as the Michigan Division. The Michigan Division is a 501(c)(3) nonprofit corporation organized on a membership basis without capital stock.

ARTICLE II – PURPOSE
The purpose of the Michigan Division is as stated in the Articles of Incorporation, including the following:

To promote the purposes of the Woman’s National Farm and Garden Association, Inc.
To serve as a resource for branches and members of the Michigan Division.

ARTICLE III – BRANCHES
Section 1. Organization

A minimum of ten persons shall apply for Branch membership in the Michigan Division.
Upon approval of the Board of Directors of the Michigan Division, the new Branch shall submit an application for charter along with both Division and National dues, for each member, to the Michigan Division. The Michigan Division will forward the application for charter and National dues to the National organization. The branch will receive a certificate of Membership in the Michigan Division at the next Michigan Division Council meeting.

Section 2. Responsibilities

All branches are requested to submit a year-end report with the Michigan Division.
All branches shall be required to submit annual per capita dues to the Michigan Division along with a membership roster.
All branches are encouraged to send members to Michigan Division Council meetings.
Upon request, branches are required to provide current bylaws and financial information for review.

Section 3. Dissolution - Upon withdrawal or dissolution, a Branch will notify the Michigan Division promptly in writing. In case of withdrawal or dissolution of a Branch from the Division, all remaining funds in that Branch Treasury shall be distributed to such educational and charitable organizations as determined by the Branch. A report of the funds distributed shall be sent to the Michigan Division President. The Michigan Division will notify the National Organization.

ARTICLE IV – MEMBERSHIP
Section 1. Active Member – A person interested in the purposes of the Michigan Division will become a member by joining a Branch.
Section 2. Member-at-Large - A person interested in the purposes of the Michigan Division may become a member-at large upon approval by the Board of Directors. A fee may be assessed for publications, paid to the Michigan Division annually.
Section 3. Honorary Member – An honorary member shall be a member with outstanding and meritorious service to the Michigan Division recommended by the Board of Directors and approved by the Michigan Division. Honorary Members shall have none of the obligations of members but shall be entitled to all the privileges, except those of making motions, voting and holding office. Such member shall be exempt from dues.

ARTICLE V – FINANCE
Section 1. Annual Dues – Dues shall be due and payable to the Michigan Division Treasurer by December 1st for the following calendar year. Increases in dues are recommended by the Board of Directors and recommended for approval at the Fall Council Meeting for the next calendar year. Non-payment of dues will result in forfeiture of membership upon approval of the Board of Directors.
Section 2. Fiscal Year – The fiscal year shall be defined as a calendar year: January 1 through December 31.
Section 3. Budget – The Finance Committee shall prepare a budget for the next calendar year to be presented to the Board of Directors prior to the Fall Council Meeting. The Budget shall be recommended for approval at the Fall Council Meeting.
Section 4. Charitable Giving – Funds donated to the Michigan Division that are intended for designated projects will be used for that purpose and disbursed promptly. In the event that the project is no longer supported by the Michigan Division, or the use is not specified, funds will be disbursed at the discretion of the Board of Directors.

ARTICLE VI – OFFICERS
Section 1. Officers -The elected officers shall be a President, First Vice-President, Second Vice-President, Secretary, Treasurer, Charitable Treasurer and two National Council Representatives.
Section 2. Qualification

All Active members of the Michigan Division are eligible to hold an office.
A candidate for the office of President shall have served on the Board of Directors for at least two years.

Section 3. Term of Office – All elected officers shall serve a term of two years, or until their successors are elected. Officers shall assume office at the conclusion of the Annual Meeting at which they are elected. No officer shall serve two consecutive terms in the same office with the exception of the Treasurer and the Charitable Treasurer, who may serve three consecutive terms.
Section 4. Vacancies in Elective Office – A vacancy in the office of President shall be filled by the First Vice-President. Any other vacancy in elective office shall be filled by ballot vote of the Board of Directors. Previous notice of any election shall be included in the call to the meeting.
Section 5. Duties

The President shall:
1. Preside at all meetings of the Council and Board of Directors;
2. Be an ex-officio member of all committees except the Nominating Committee;
3. Appoint, subject to the approval of the Board of Directors:
  1. Standing Committee Chairs
  2. Two persons, without fiduciary responsibility in the Michigan Division, to perform an audit or financial review of the finances of the Michigan Division annually
  3. A Parliamentarian
  4. Special Committees and Chairs
4. Represent the Michigan Division on the Board of the Woman’s National Farm & Garden Association, Inc.
5. Represent the Michigan Division at other appropriate organizations, when requested by the Board of Directors.
The First Vice President shall:
1. Perform the duties of the President in the absence of the President;
2. Act as Chair of the Program Committee.
The Second Vice-President shall:
1. Perform the duties of the President in the absence of the President and the First Vice-President;
2. Act as Chair of the Membership Extension Committee.
The Secretary shall:
1. Keep the minutes of the meetings of the Michigan Division Council and the Board of Directors;
2. Take roll at meetings of the Michigan Division Council and the Board of Directors and determine if quorum has been met;
3. Send notice of meetings of the Board of Directors to meeting participants;
4. Filter miscellaneous correspondence of the Michigan Division.
The Michigan Division Treasurer shall:
1. Act as Chair of the Finance Committee;
2. Be the primary custodian for all Division Funds, keeping itemized accounts of receipts and disbursements;
3. Remit to the National Treasurer, per capita dues annually;
4. Invest money as authorized by the Board of Directors;
5. Disburse money for budgeted expenses or expenditures as approved by the Executive Committee;
6. Be bonded for a sum sufficient to prevent the organization from loss;
7. Present a written financial report for members at all Council and Board of Directors’ meetings, displaying budget versus expenditures;
8. File appropriate financial reports as required by law.
The Charitable Treasurer shall:
1. Be a member of the Philanthropy Committee and the Finance Committee;
2. Be a secondary custodian of all Division Funds, keeping itemized accounts of specific charitable donations and disbursements;
3. Be bonded for a sum sufficient to prevent the organization from loss.
Representatives to National Council
1. Attend Council Meetings of the Woman’s National Farm & Garden Association, Inc. and report to the Michigan Division Board of Directors, and at Council Meetings as requested.

ARTICLE VII - BOARD OF DIRECTORS
Section 1. Composition -The Board of Directors shall include elected officers and Chairmen of Standing Committees. The immediate Past President and the Parliamentarian shall serve in an advisory capacity.
Section 2. Duties-Conduct the business of the Michigan Division between Council meetings, adopt standing rules as needed to carry out the business of the Board of Directors, and recommend the budget for presentation to the Council.
Section 3. Meetings–Meetings of the Board of Directors shall be held at least two times a year at the call of the President. At least fourteen days’ notice shall be given. Special meetings of the Board of Directors may be called by the President or by any four members of the board. In a special meeting only the business stated in the “call to meeting” shall be considered.
Section 4. Quorum-A quorum shall be a majority of the Board of Directors.

ARTICLE VIII – COUNCIL
Section 1. Composition – The Council of the Michigan Division shall include all members, in good standing, registered to attend the Council meeting, and in attendance at a Council meeting. Only those same members, present at the Council meeting, may vote.
Section 2. Meetings -Two meetings of the Michigan Division Council shall be held each year with the Spring meeting designated as the Annual Meeting for the purpose of the election of officers, the amendment of bylaws, or any other business as may properly come before the meeting.
Section 3. Special Meetings -Special meetings of the Michigan Division Council may be called by the President or Board of Directors or shall be called upon the written request of ten members of the Michigan Division. The purpose of the meeting shall be stated in the “call to meeting.” No other business shall be in order. Fourteen days written notice of a special meeting shall be given.
Section 4. Quorum –A quorum for the transaction of any business shall be those present, provided four elected officers are in attendance.
Section 5. Voting –Any action taken at a Michigan Division Council meeting shall be taken by a vote of those present and voting.

ARTICLE IX – COMMITTEES
Section 1. Standing Committees–The standing committees shall be Program, Member Extension, Finance, Member Education, Promotion & Growth and Philanthropy. Each committee consists of a Chair, appointed by the President, and approved by the Board of Directors. The committee shall meet at least once a year and report to the Board of Directors and Council at each meeting. Specific committee responsibilities are listed in the Standing Rules.

Program – The Program committee shall be responsible for coordinating the meetings of the Michigan Division Council.
Member Extension – The Member Extension committee is responsible for communicating with new and existing branches.
Finance – The Finance Committee shall consist of the Treasurer as chair, the Charitable Treasurer and at least two other members who, with input from the Board of Directors, will prepare a budget to be approved at the fall council meeting.
Member Education – The Member Education committee is responsible for providing information for members in areas that support the mission of the Michigan Division.
Promotion & Growth – The Promotion and Growth committee is responsible for marketing and promoting the Michigan Division through publications and activities.
Philanthropy – The Philanthropy committee is responsible for charitable donations, events and projects.

Section 2. Special Committees – Special committees may be established by the Board of Directors as it shall from time to time deem necessary to carry on its work. The members shall be appointed by the President with the approval of the Board of Directors.

ARTICLE X – NOMINATIONS/ELECTIONS
Section 1. Nominating Committee

Composition -The Nominating committee shall consist of at least three members chaired by a Past President. Members shall be appointed by the President with the approval of the Board of Directors.
Duties –The Nominating committee shall prepare a list of candidates for the elective offices. No member shall be nominated who has not given consent to serve. The list of nominees shall be presented to the Board of Directors prior to the Spring Council meeting.

Section 2. Election

Prior notice – Prior notice of the list of nominees must be given to Council members at least 30 days prior to elections.
Before the election at the Spring Council meeting, nominations may be taken from the floor with permission of the nominee.
The election may be by voice vote if there is but one nominee for an office.
All officers shall be elected by a majority vote of those present and voting.

ARTICLE XI - PARLIAMENTARY AUTHORITY
The current edition of Robert’s Rules of Order Newly Revised shall govern the proceedings of the Michigan Division in all cases not provided for in these bylaws. In the event that a specific organization rule cannot be met, that bylaw may be suspended by a two-thirds vote of those present and voting at a Michigan Division Council meeting.

ARTICLE XII– DISSOLUTION
Upon the termination or dissolution of the Corporation in any manner for any reason, voluntary or involuntarily, its assets, if any, remaining after the payment of and provision for payment of all liabilities of the Corporation, shall be distributed exclusively to charitable, religious, scientific, testing, for public safety, literacy, or educational organizations qualifying under Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended.

ARTICLE XIII – AMENDMENTS/REVISIONS
Section 1. Amendment /Revisions -These bylaws may be amended by a two-thirds vote of those present and voting of the Michigan Division Council, provided the Council has received 30 days written prior notice.

ARTICLE XIV – CORPORATION REQUIREMENTS
Section 1. Registered Office - The Corporation’s registered office shall be in Michigan as indicated in the Articles of Incorporation. The Corporation may change its registered office by resolution of its Active Members and by filing the appropriate statement with the Administrator of the Michigan Nonprofit Corporation Act.
Section 2. Resident Agent - The Corporation’s resident agent shall be an individual resident of Michigan. The Corporation may remove and change its resident agent by resolution of its Active Members and by filing the appropriate statement with the administrator of the Michigan Nonprofit Corporation Act. The resident agent may resign by filing written notice of resignation with the President or Corresponding Secretary of the Corporation and with the Administrator of the Michigan Nonprofit Corporation Act. The Corporation shall promptly appoint a successor resident agent upon the resignation of or removal of the resident agent.

THE MICHIGAN FARM AND GARDEN FOUNDATION, INC., AKA, MICHIGAN DIVISION, WOMAN'S NATIONAL FARM & GARDEN ASSOCIATION, INC.
STANDING RULES

Revised 3/23/2015 and Approved by Membership 5/20/2015

The aim and purpose of the Michigan (MI) Division are to promote the purposes of the Woman’s National Farm & Garden Association, Inc., and to serve as a resource for branches and members of the MI Division.

Standing rules are adopted to implement provisions of the bylaws and to furnish guidelines of policy and procedure for officers and committees in the performance of their respective duties. Please see the bylaws approved May 2013.
Standing rules may be amended or rescinded by a majority vote of those present and eligible to vote at Council meetings. Two Council meetings are held each year, in October and in May/June, which is the official “Annual Spring Meeting” as described in the bylaws.
The Board organization structure, approved October 2012, is attached for reference. Please see individual officers and committees for listed, related responsibilities.

The President is responsible to:

Ensure all officers and chairs fulfill their roles.
Communicate with the Board and membership.
Call Board meetings two-three times a year (or as needed).
Write an article for each MI Division newsletter.
Submit and present a report at each Council meeting and an annual report at the annual Council meeting.
Write MI Division report for national meeting and magazine.
Attend branch meetings and meet the membership.
Prepare and submit Board contact information to the 2nd Vice President/Member Extension & Communication Chair.
May serve on the Daffodil Day Committee or any other special event committee.

The 1st Vice President/Program Chair is responsible to:

Back-up and provide support to President.
Ensure, one year in advance, that scheduled Council meetings have a host branch and location.
Ensure the Council meeting’s host branch can schedule a program sufficient to attract membership and adequate attendance. Provide budgeted dollars available for speaker.
Advise and/or serve on the Council meeting’s host branch committee.
Ensure the International Tea has a host branch and location.
Appoint a Marketing Chair, or enlist and arrange for vendors at all Council meetings.
Submit and present a report at each board and Council meeting, and final report at annual Council meeting.
Succeed to President.

The 2nd Vice President/Member Extension & Communication Chair is responsible to:

Manage the awards process (currently suspended) if reinstated by Board.
Manage the MI Division directory, including the Board listing, ensuring all contact information is on website and updated quarterly.
Manage the membership registry, or appoint a registrar or chair to manage and update the registry:
Receive data from branches; solicit data if necessary.
Promote and increase the use of email addresses and conversion from US mail to digital copies of the newsletter.
Coordinate with newsletter editor and Treasurer to mail the newsletter.
Coordinate with National registrar and magazine editor regarding mailing and receipt of the magazine.
The registrar should work with the Treasurer to confirm the membership as dues are received.
Provide analysis of membership attrition/loss or growth to Board and membership. Report annual membership numbers in newsletter.
Solicit speakers and programs for the Speakers Bureau, or appoint a chair to manage the Speakers Bureau. Ensure contact information is updated and uploaded to the website as obtained. Notify the branches with new information through email alerts.
Submit and present a report at each Board and Council meeting, and final report at annual Council meeting.
May succeed to 1st Vice President.

The Secretary is responsible to:

Provide minutes of all Board and Council meetings to Board, Executive Committee members and website and newsletter editors within five days of meeting.
Perform roll call and record attendance at Council meetings.
Maintain historical record of meeting minutes and work with historian to preserve. (This is critical to future research and archival integrity.)
Thank and acknowledge all gifts, either in-kind or cash, sympathy, or other correspondence as required.
Send a request to each branch, in the name of the president, requesting a year-end report due by May 1, prior to the annual Council meeting.
Correspond with, or contact branches and members, send notice of meetings, etc., on behalf of Board or President.
Submit and present a report at each Board and Council meeting, and final report at annual Council meeting.

The Treasurer/Finance Chair is responsible to:

Prepare and file tax returns.
Maintain bank accounts and financial records.
Collect dues and reconcile and remit dues to National.
Appoint two members of Board to complete annual verification of financial records.
Remit annual donation to Meadow Brook Hall for Presidents’ Papers as long as they remain at Meadow Brook Hall.
Remit Pennies for Friendship proceeds to ACWW annually in December.
Serve on the Daffodil Day Committee or any special event committees.
Provide financial reports for all Board and Council meetings and to website and newsletter editors.

The Charitable Treasurer is responsible to:

Acknowledge the receipt of all gifts, and forward the information to the Secretary so she may also acknowledge and thank the donor.
Disburse funds to designated non-profits quarterly, at a minimum, with adequate documentation as to receipt of the funds.
Maintain bank accounts and financial records.
Provide financial reports for all Board meetings and Council meetings and to website and newsletter editors.

The National Delegate is responsible to:

Attend the National meeting(s).
Report to the membership at MI Division Council meetings.
Provide information to the newsletter editor.

The MI Division will achieve their aims and purposes with the following Standing Committees:

Program (see 1st Vice President)
Member Extension & Communication (see 2nd Vice President)
Finance (see Treasurer)
Member Education
Promotion & Growth
Philanthropy

Standing Committees, including Program, Member Extension & Communication, and Finance, will have an elected chair, or an officer, whose role is to:

Lead and facilitate their objectives, meeting once a year at minimum.
Appoint sub-committee chairs to specific roles as required to manage all interests and related areas.
Write or solicit articles, and organize speaking engagements to promote interests of the committee, for the newsletter, National magazine, or in the interest of the branches.
Accept and judge awards (currently suspended) if reinstated.
Work closely with other chairs to ensure all objectives are met.
Submit and present a report at each Board and Council meeting, and final report at annual Council meeting.

Member Education Chair:

Provide education to branches and members regarding horticulture and related areas of interest as identified; and disseminate the information widely, i.e., speaking, newsletter, National magazine, Council meetings, email alerts, etc.
Appoint or form sub-committees to foster education or projects in related areas.
Submit and present a report at each Board and Council meeting, and final report at annual Council meeting.

Promotion & Growth Chair:

Appoint a website editor; this person is responsible for the timely and current information posted to the website and all content.
Appoint a newsletter editor; this person is responsible for the timely publication of three issues annually as defined by the publication schedule and within budget constraints. The editor should work with the registrar to convert members to receiving digital copies of the newsletter.
Appoint a historian; this person is responsible for the Presidents’ Papers. President’s Papers should be completed for each President within the subsequent president’s tenure. Biennially present outline of collected materials for Board approval.
Provide advertising as needed, approved and funded by the Board, or solicit free advertising.
Submit and present a report at each Board and Council meeting, and final report at annual Council meeting.

Philanthropy Chair:

Raise funds for the Matthaei Botanical Garden Student Internship Endowment and the MI Division 4H Endowment. These are the MI Division’s signature and preferred funds.
Serve on the Daffodil Day Committee or any special event committee approved by the Board.
Raise awareness of MI Division projects and funds through education, publications, and speaking engagements, publicly, or at Council meetings and branch meetings.
Serve on the International Tea Committee as required, providing guidance and direction. Provide the liaison to 4H staff as needed.
Provide education and assistance regarding scholarship, memorial, or commemorative gifts.
Appoint the Rural-Urban Chair to serve a 3-year term on the 4H Foundation Board; this appointment must be jointly approved by the MI Division membership and the 4H Foundation.
Submit and present a report at each Board and Council meeting, and final report at annual Council meeting.

Other Standing Rules

The President-elect’s branch is responsible for hosting the annual Council meeting the year the new officer induction is scheduled to take place, or biennially.
The annual Council meeting (May or June) should not conflict with the National annual meeting.
Council meeting registration will begin at 10AM (or earlier as required) with Council meetings scheduled to begin at 10:30AM. (Recently approved by membership at October 2014 Council meeting.)
Speakers/programs typically precede lunch.
The International Tea should be held in August or September.
All Officers and chairs must present reports at Council meetings and final reports at annual Council meeting.
Chairs of special events, i.e., International Tea, etc., must provide final reports at Council meetings, and are required to update any material passed on from previous chair for future chairs.
Chairs of Council meetings, host branches, are required to submit a final report to Board.
Board meetings should be scheduled as required by bylaws, and agendas provided three days in advance.
Board meetings are open to all chairs, sub-committee chairs, or members who would like to attend, but only Board members as described on the Board organization structure may vote.
The 1st Vice President or President-elect purchases outgoing President’s gift, not to exceed $300 (without prior approval from Board) with budgeted funds, including Board members’ donations.
Officers and chairs agree that between Council and Board meetings, electronic communication via email is the preferred mode of communication and business. Officers and chairs need to frequently check email and respond in a reasonable time (not more than three days). If an extended time away from email is planned, please notify the Board and/or appoint a delegate in your absence.
Officers and chairs should provide their report to the Secretary three days in advance of a Council meeting.
Officers and chairs excused and unable to attend a Council meeting must ensure their report is submitted and presented by other officers or chairs or by representatives from their branches.
Officers and chairs who are absent or unable to perform their duties must act to ensure that the health of the organization and its long-term sustainability are the primary goals of the organization. With approval of the Board, officers or chairs who cannot serve should provide delegates, or resign their positions if necessary. An honorary designation can be approved by the Board for an officer or chair who has served diligently but is unable to continue or fulfill her term.

2015 ORGANIZATIONAL CHART_

Bylaws and Standing Rules