Bylaws

Oklahoma County Master Gardeners Association

For a printed copy of the Bylaws click HERE

ARTICLE I              GENERAL:

 

1.1      Name.   The name of the unincorporated association is Oklahoma County Master Gardeners
          
Association (hereinafter referred to as the Association).

 1.2     Purpose.   The purpose of the Association is to develop community programs that provide sound,  
          
university-based horticultural education.

 1.3     Tax Exempt Status.   The Association shall operate exclusively for charitable, scientific and educational 
             
purposes, under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future   
        f
ederal tax code, including, for such purposes, the making of distributions to organizations that qualify as
          e
xempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of
          a
ny future federal tax code.

           As an Association, the Association may do all things and perform all acts permitted a not for profit   
           corporation under the laws of Oklahoma in furtherance of the above purposes within the requirements set
           f
orth under Section 501(c)(3) of the Internal Revenue Code, or corresponding sections of any future
           fe
deral tax code.
 

 ARTICLE II             LOCATION:

 2.1     Principal Office.   The Association shall locate its Principal Office within the state of Oklahoma.   The
           
Association may change said Principal Office from one location to another, notifying the Internal
          R
evenue Service and the Oklahoma Secretary of State of such change.

 2.2       Registered Office.   The registered office of the Association will be maintained in the state of
           
Oklahoma and may be, but need not be, identical with the Principal Office.   A change of the
          R
egistered Office shall be filed with the Oklahoma Secretary of State.

2.3      Other Offices.   The Association may have offices within the state of Oklahoma at such other places as
          t
he Board may designate from time to time as the business of the Association may require.

 ARTICLE III           MEMBERSHIP:

 3.1      Voting Membership Classification:  There shall be one (1) class of Voting Membership entitled to
          v
oting rights which shall consist of only Certified Master Gardeners who have met the qualifications as
          d
efined in the policy and procedure document.

 3.2      Non-Voting Membership:      Non-voting membership classifications and qualifications  shall be
          
determined by the Board and such individuals shall be subject to any and all requirements set forth by
         t
he Board either in these bylaws or through policies and procedures.

           Only Certified Master Gardeners, as specified in Article 3.1, shall be entitled to voting rights and/or  
         b
enefits provided for in these Bylaws.   Therefore, for the purposes of these Bylaws, Membership
         a
nd/or Members refer only to the voting Members of the Association (Certified Master Gardeners)
           a
nd not to any non-voting membership classification.

3.3      Membership Term.   The Membership Term shall be the same as the Calendar Year Membership is
          
not transferable or assignable to another individual.

 3.4      Quorum.   A quorum of the Members, as defined in Article 3.1, at meetings of the Membership shall
           c
onsist of the Members present and voting but shall in no circumstance be less than five (5) Members.
         M
embers must be present in person to be counted for quorum. Should the Members fail to meet at least
          
one (1) time in any given year, the Board may act on behalf of the Membership and be entitled to all
           r
ights provided to the Members under these Bylaws.   

           All business brought before the Membership shall be conducted by a quorum and a majority vote of the
         M
embers shall determine all matters, including elections, brought before the Membership.  However,
         t
he following actions must be approved by the Members by two-thirds (2/3) of the votes cast:
                a)  Dissolution.

               b)  Merger.

               c)  Sale of assets other than in the regular course of activities.

                d)  Bylaws amendments and/or changes.

 3.5      Meetings.   The regular and special meetings of the Membership shall be held as determined by the 
           B
oard.   A meeting to elect Directors and Officers shall take place in the fourth quarter of the Calendar
         Y
ear to allow Directors and Officers to begin their respective terms at the beginning of the following
         C
alendar Year.   In addition, regular and special meetings may be called by written petition of any five
           (
5) Members or by the President.   The President of the Association shall preside over meetings of the
         M
embership unless determined otherwise by a vote of the Members.

 3.6       Notice of Meetings.   Notice of regular meetings shall be sent and/or provided to the Members not less
          t
han ten (10) days but with the most recent notice not more than sixty (60) days prior to the holding of  
          t
he meeting.   Notice of special meetings shall be sent and/or provided to Members not less than forty-
            e
ight (48) hours prior to the holding of the meeting.

            All business brought before the Members may be acted upon at any regular meeting. However, only
              
business set forth in the agenda provided with the notice of the special meeting may be acted upon by
         t
he Members.   If a Member does not receive notice of a meeting, but attends the meeting, he/she shall
          
be deemed to have waived notice of the meeting.

 3.7       Voting Rights.      Each Member shall have one vote.      Proxies may not be used.

 3.8       Member Duties.  Duties of the Members are as follows:

                a)   Maintain current dues, if applicable, to be entitled to voting rights.

               b)   Elect the Directors and Officers of the Association.

               c)   Vote on issues provided for in Article 3.4.

                d)  Abide by the Bylaws and policies of the Association.

               e)   Abide by the laws affecting the Association.

            All other corporate powers necessary and incidental to taking action and conducting business of the 
           
Association shall be exercised by or under the authority of the Board.

 3.9       Termination of Membership.  Any Member may voluntarily terminate his/her Membership of the 
           
Association at any time.  Any Member may be terminated with or without cause by a two-thirds (2/3)
          m
ajority vote of the total number of the Directors at any meeting of the Board.   Conflict resolution 
               
procedures shall be provided for in the policy and procedure document.

 3.10     Dues and Terms of Membership.  Membership Dues and terms may be established by the Board of  
             Directors.

 3.11     Membership List.   No Member or individual shall use the membership list of the Association without

             prior approval of the Board.

 3.12    Procedures.   Membership meetings shall use a modified version of parliamentary procedure to foster 
           
open discussion.   Conflicts in procedures shall be resolved in accordance with the current edition of
          R
oberts Rules of Order unless determined otherwise by the Associations written policy or laws of  
         O
klahoma.

 ARTICLE IV           BOARD OF DIRECTORS:

 4.1      Number.   The Board of Directors (hereinafter referred to as the Board) will consist of not less than 
           
nine (9) and not more than seventeen (17) voting Directors. A minimum of four (4) Directors shall be the
            e
lected Officers while the remaining Directors shall be elected from the Membership to ensure control  
            re
mains with the Membership.

4.2       Duties.   The Board of Directors of the Association shall have all powers and authority which may be  
            granted to a Board of Directors of a Corporation under the laws of Oklahoma except for those  
            re
served for the Members in Article 3.4 .The duties of the Directors include the following:

                a)   Exercise a duty of obedience to the Associations central purpose in guiding all decisions;

                b)   Exercise due care and act in good faith in all dealings and interests with the Association;

                c)   Exercise a duty of loyalty to the Association by avoiding and/or managing conflicts of interest;

                d)   Approve, periodically review and/or amend these Bylaws prior to the final approval of the  
             M
embers;

                e)   Develop, approve, periodically review and/or amend organizational policies and procedures 
                    
which may include duties in addition to those designated in these Bylaws;

                f)    Maintain a board manual containing approved policies and contemporaneous minutes and  
                r
ecords of all meetings;

               g)   Ensure the Association is adequately funded;

                h)   Submit an annual financial report to the Membership;

              i)   Approve the annual budget and oversee the financial administration of the Association;

              j)   Review Form 990 prior to submission to the IRS or authorize the Budget Committee to perform
              
such duty.

                k)   Review and approve all contractual agreements or authorize a Director(s) to execute such
            a
greements in accordance with the policies of the Association;

             l)   Maintain annual Membership Dues, if applicable;

             m) Sit on a minimum of one committee unless excused from such duty by a vote of the Board; and,

                n)   Perform such other duties as prescribed by the Board.

  4.3       Composition.  A Director must be at least a Certified Master Gardener.   The Association shall strive
          t
o have Directors with areas of expertise relevant to the needs of the Association.   An employee (if
            a
ny) of the Association may not serve as a voting or non-voting Director.

4.4      Nomination.  The Nominating Committee shall prepare a slate of potential candidates in accordance
             
with Articles 4.1, 4.3 and 7.3 to present to the Members. The election shall take place at a regular
         m
eeting in the fourth quarter of the Calendar Year.

4.5      Elections.   Elections shall be determined by a majority of a quorum of the Membership.

           If the slate is not approved, a majority of the Members may call for a vote on each slated candidate.    
       
E
ach slated candidate receiving a majority of the votes cast shall become a Director.   The Members
        m
ay request the Nominating Committee to provide an additional slate of candidates should a Director
            
position(s) remain open.   Elections may take place at any regular meeting of the Membership.

4.6       Term of Office and Term Limits.   A Directors term of office shall be for a period of three (3) years.    
         
Any Director may serve two (2) consecutive terms.   Any individual who has served two (2)
          c
onsecutive terms, resigned or has been removed may be eligible for re-election as a Director after a
          p
eriod of   one (1) year.   A Director shall serve no more than a total of six (6) terms.

           Upon resignation, removal or vacancy of a Director, the respective successor shall serve the remainder of
         t
he term whereby a partial term shall not be considered as a full term when determining term limits.
         S
ervice of a Director prior to the adoption of these Bylaws shall not be counted toward term limits.    
         P
artial terms in the establishment of the originating Board shall not be considered as a full term when
          
determining term limits.

4.7       Removal or Resignation.  Any Director who misses three (3) consecutive Board meetings may be
            deemed to have resigned as a member of the Board and cease to be a member thereof on the date of  
          t
he third absence.   At a meeting following the resignation, the Director may be reinstated by a  
          m
ajority  vote of a quorum of the Board at the Directors request. A two-thirds (2/3) majority vote of a
           
quorum of Members
may remove any Director at any time with or without cause at any regular or
           
specially called meeting
Any Director may resign at any time by giving written or verifiable electronic
               
notice to the President or to the Secretary.  Any resignation shall take effect upon receipt or at the time
           
specified in the notice and, unless otherwise specified therein, the acceptance of such resignation shall
           
not be necessary to make it effective.   The resignation shall be acknowledged by the President, verified  
          b
y a second Officer, and recorded in the minutes.  No Director may resign if the Association would
          t
hen be left
without a duly elected Director(s) in charge of its affairs, except upon notice to the
            Oklahoma Secretary of State and to the Internal Revenue Service.

 4.8      Vacancies or Newly Created Directorships.  The Nominating Committee shall present to  the  
         M
embers  candidates  for  vacancies  resulting  from  term  limits,  resignation, removal or newly
           cr
eated Directorships in accordance with Article 4.4.   A majority vote of a quorum of the
         M
embership may elect Directors for such vacancies or newly created directorships at any regular
         m
eeting of the Membership. 
If, due to such vacancies, the number of Directors is less than nine (9) as
          
stated in Article 4.1, a majority vote of the total number of Directors may elect Directors to fill such
         v
acancies at any meeting of the Board until a meeting of the Membership is called. Those elected by the
         M
embership shall assume their positions for the duration of the unexpired term.

 4.9      Compensation.     Directors shall serve without compensation. Directors may be allowed reasonable
            re
imbursement of expenses incurred in the performance of their duties with prior approval of the Board.
         R
eimbursement of expenses shall be reported to the Membership at the next meeting of the
         M
embership.
 

ARTICLE V             MEETINGS OF THE BOARD:

 5.1     Meetings.   There shall be a minimum of four (4) meetings of the Board per year.

           Regular meetings of the Board may be held at such times as shall be determined by the Board. Meetings
             
of the Board shall be held at any place within the state of Oklahoma which has been designated by a
        m
ajority vote of a quorum of the Board.   In the absence of such designation, meetings shall be held at the
        P
rincipal Office of the Association.

          Special meetings of the Board for any purpose(s) may be called at any time by the President of the
          B
oard, by any three (3) Directors or by any seven (7) Members.   No business shall be considered at any
            
special meeting other than the purpose(s) mentioned in the notice of the meeting given to each Director.
        S
pecial meetings of the Board may be held either at a place so designated within the state of Oklahoma
        o
r at the Principal Office.

5.2      Quorum.      A majority of the total number of Directors shall constitute a quorum Directors present via
           a
ny form of communication where all persons participating in the meeting can hear and speak to each
          
other will be considered present at such meeting and shall be counted when determining a quorum.

            In the absence of a quorum, a majority of the Directors present at any meeting may vote to adjourn the
          m
eeting to another place, date or time.   Notice of any meeting adjourned and rescheduled in this
          m
anner shall be given as set forth in Article 5.3.

5.3       Notice.      Any regular meeting of the Board will require no notice if the time, date and location of such
          m
eeting were previously determined by the Board and distributed to the Directors. Directors not in
            a
ttendance at the meeting setting forth the dates shall be given the dates, time and location of such
          m
eetings within ten (10) business days following the meeting. For any regular meeting where the date,
          tim
e and location was not previously determined, notice shall be sent to the Directors at least ten (10)
           
days but not more than thirty (30) days prior to the holding of the meeting.

             For any special meeting, notice shall be sent to the Directors not less than twenty-four (24) hours but
           
with the most recent notice not more than thirty (30) days, prior to the holding of the meeting.

            Directors shall, in writing, provide to the Secretary of the Association instructions on how they wish to
            re
ceive notice and any notice of meetings sent to them per their instructions shall be valid notices
          t
hereof.   If a Director does not receive notice of a meeting, but attends the meeting, he/she shall be
           
deemed to have waived notice of the meeting.

5.4      Procedures.   Conflicts in procedures shall be resolved in accordance with the current edition of
         R
oberts Rules of Order as a procedural guide unless determined otherwise in these Bylaws, written
           
policy or state law.

 5.5      Voting.   Each Director shall have one vote.   Routine business shall be transacted by a majority vote of
           
a quorum of the Directors.   Officers shall be elected pursuant to Articles 6.3 and 6.4.   Proxies may not
           
be used.

5.6       Physical Meetings.   At any meeting of the Board, the Directors may vote by voice on all matters either
          i
n person, via electronic transmission, or via alternate means of communication where the Director can
          h
ear and be heard.   The Association shall implement reasonable measures to verify that each person
           
deemed present at the meeting and permitted to vote at a meeting by means of electronic transmission
               
or
alternate means of communication is a Director.   However, upon demand by a Director, the
           
Directors shall vote by ballot.   In such event, each ballot shall state the name of the Director and such
           
other information as the Board may require under the procedure established for the meeting.   Directors
          p
resent via electronic transmission or alternate means of communication may send their ballot to the
          S
ecretary, or designee, provided that the electronic transmission shall set forth or be submitted with
          i
nformation from which it can be determined that the electronic ballot was authorized by a voting
            Director. Ballots may be distributed and returned via email. If proper authorization cannot be
           
determined, the Director must mail or fax a signed ballot to the Secretary, or designee.

 5.7      Virtual Meetings.   Virtual meetings may take place via any form of alternate means of communication
          i
ncluding email, video conferencing, on-line meeting, or other method of meeting where all participants
               
have the ability to contemporaneously send and receive information discussed.   The Board may vote by
           
voice, email or other
electronic medium during electronic meetings.   However, the President or any two
            (
2) Officers may call for an electronic vote by written ballot. For electronic ballot voting to represent an
          a
ction of the Board, all of the following conditions must be met:

                a)   All Directors must have access to a ballot;

                b)   The ballot shall set forth each proposed action and provide for a vote for or against each
               
proposed action;

                c)   A majority of the total number of Directors must vote thereby ensuring a quorum of the Board has
                voted;

               d)   The ballot must be received within the voting period established on the ballot which shall not be
            l
ess than twenty-four (24) hours and not more than three (3) days;

                e)   Receipt of a ballot shall be acknowledged by an Officer, or designee;

                f)     A ballot must be submitted by a Director;

               g)   All ballots shall be made public to the Board; and,

                h)   All ballot results shall be maintained with the minutes of the Association.

           The Association shall implement reasonable measures to verify that each ballot cast was from a Director. 
             
Virtual meetings shall not be used to amend the budget, create or amend the financial policies, or
          
determine employment matters.

5.8       Action Taken Without Notice of a Meeting.   Any action taken or approved at any meeting of the 
            B
oard, whether physical or virtual, however called and noticed or wherever held, shall be valid if a
           
quorum was present at such meeting and if either before or after the meeting, a two-thirds (2/3)
          m
ajority of the total number of Directors sign a written waiver of notice or a written consent to holding
               
such meeting.   All such waivers or consents shall be filed with the corporate records or made a part of
          t
he minutes of the meeting.
 

ARTICLE VI            OFFICERS:

6.1       Officers.   The Officers of the Association shall be a President, a Vice-President, a Secretary, and a
         T
reasurer.   Officers shall be Directors as provided for in Section 4.1.

 6.2      Term of Office.   An Officer shall serve for a one (1) year term or until the next succeeding election of
         O
fficers.   Officers may hold the same office for no more than three (3) consecutive terms.   The
          
Directors may, by a two-thirds (2/3) majority vote, request an Officer serve more than three (3)
           c
onsecutive terms and may extend such term limitations for one (1) additional one (1) year term.   Upon
           re
signation, removal or vacancy of an Officer, the respective successor shall serve the remainder of the
         t
erm whereby a partial term shall not be considered as a full term when determining term limits.

6.3       Nomination.  The Nominating Committee shall prepare a slate of potential candidates in accordance
               
with Article 7.3 to present to the Membership.  The election shall take place at any regular meeting of
          t
he Membership in the fourth quarter of the Calendar Year.

6.4      Election.   Elections shall be determined by a majority of a quorum of the Membership.

           If the slate is not approved, a majority of the Members may call for a vote on each slated candidate.    
        
Each slated candidate receiving a majority of the votes cast shall become an Officer.   The Members  
         m
ay request the Nominating Committee to provide an additional slate of candidate(s) should an Officer
          
position(s) remain open.
Elections for vacancies may take place at any regular or special meeting of the
         M
embership.

 6.5      President.   The President, or designee, shall have the following duties:

                a)   Act as the principal Officer of the Association, subject to the control of the Board;

                b)   Have general supervision and direction of the business and Officers of the Association;

                c)   Set the Board and Membership meeting agendas unless determined otherwise by the Board or  
            M
embers;

                d)   Preside at all meetings of the Board and Membership unless determined otherwise by the Board   
              
or Members;

                e)   Sign the minutes of the meetings over which he/she presided;

                 f)     Report on the operations of the Association's affairs at meetings of the Board and of the  
             M
embership;

                g)   Report to the Board and Members all such matters coming to his/her attention and relating to  
             t
he interest of the Board and Members; and

                h)   Have such other powers and duties as may be prescribed by the Board or these Bylaws.

6.6       Vice-President.   The Vice-President shall have the following duties:

                a)   In the absence or disability of the President, perform all the duties of the President and, when so  
             a
cting, shall have all the powers of, and be subject to all the restrictions upon the President; and,

                b)   Have such other powers and duties as may be prescribed by the Board or these Bylaws.

6.7       Secretary.   The Secretary, or designee, shall have the following duties:

                a)   Give notice of all meetings of the Board and Membership as required by these Bylaws or by law;

                b)   Keep a book of minutes of all meetings of the Board and Membership with the time and place of 
               
holding, whether regular or special, and, if special, how authorized, the notice given, the names of
             t
hose present at the meetings, the number present or represented at meetings, the proceedings thereof
                a
nd, verification of
those present via approved alternate means of communication;

                c)   Sign the minutes of the meetings and ensure such minutes are available for approval at the  
                f
ollowing meeting of the Board or Membership;

                d)   Exhibit at all reasonable times, upon the request of a Director or Member, these Bylaws, Board
                B
ook, and the minutes of the proceedings of the Board or Membership;

                e)   Keep, or cause to be kept, at the principal office all documents required for public inspection by
             t
he Internal Revenue Service;

                 f)     Keep, or cause to be kept, a record of the names of Directors, Officers and Members with the
                 a
ddresses at which such individuals/entities are to receive notice; and

                g)   Have such other powers and duties as may be prescribed by the Board or these Bylaws.

6.8       Treasurer.   The Treasurer, or designee, shall have the following duties:

                a)   Keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the
               
properties and business transactions of the Association;

                b)   Ensure the books of account are open to inspection by any Director or Member at all reasonable              times;

                c)   Ensure a financial statement is provided to the Board and Membership at their respective  
             m
eetings;

                d)   Provide a report of the Association's financial affairs at meetings of the Board and Members  
                a
nd/or when requested by a Director or Member;

                               e)   Ensure appropriate oversight and implementation of the financial policies and procedures;

                f)     Have such other powers and duties as may be prescribed by the Board or these Bylaws.

6.9       Removal and Resignation.  Any Officer may be removed, either with or without cause, by a vote of a
         m
ajority of a quorum of the Members at any regular or special meeting.

           Any Officer may resign at any time by giving written or verifiable electronic notice to the President or to          the Secretary.   Any resignation shall take effect upon receipt or at the time specified in the notice and,  
          
unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it  
           effec
tive.

6.10   Vacancies.   A vacancy in the office of the President shall be filled temporarily by the Vice-President.          In the event of a vacancy in any office other than that of the President, such vacancy may be filled    
        t
emporarily by appointment by the President. A vacancy in any office shall be filled by an election of a
        m
ajority vote of a quorum of the Members after preparation of a slate by the Nominating Committee.

6.11   Delegation of Duties.   In case of the absence or disability of any Officer of the Association or for any  
            
other reason that the Board may deem sufficient, the Board may, by a vote, delegate the powers or
         
duties of such Officer to any other Officer, Director
or Member with such power of delegation valid for
        t
he remainder of the term or until the next election.

 ARTICLE VI I         COMMITTEES OF THE BOARD:

 7.1    Committees.  The Standing and Special Committees carry out the day-to-day functions of the 
         
Association as defined in the policy and procedure document
. The Board shall have the power to create,
          re
voke or modify any committee deemed necessary.   The Board shall elect Committee Chairs or give
        t
he President the power to appoint a Chair of any committee.   Each committee shall have a minimum of
        t
wo (2) members.   Any person may serve as a Committee member at the approval of the Committee
        C
hair, provided that the person meets the requirements set forth in the policies and
procedures  
            
document.

         All committees shall report to the Board as the Board may require.   Should the Board delegate any of its
        
powers to a committee, such committee shall keep contemporaneous minutes of such committee
       m
eetings, file such minutes with the corporate records and report all actions to the Board.   The Board
       m
ay also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent
       t
hat such rules and regulations are not inconsistent with the provisions of these Bylaws.   Each Director
       m
ust sit on a minimum of one committee unless excused from such duty by a vote of
the Board.

7.2    Notice of Committee Meetings.      Committees shall provide a minimum twenty-four (24) hour notice to
       t
he committee members.   If a committee member does not receive notice of a committee meeting, but
         a
ttends the committee meeting, he/she shall be deemed to have received notice of the committee meeting.         Notice of such committee meetings may be given verbally or via electronic transmission. Committees  
          
with board delegated powers shall provide notice of committee
meetings in accordance with Article 5.3.

7.3    Nominating Committee.   The Nominating Committee shall be a standing committee of the Association.  
        
The Nominating Chair shall be determined by the Board.   The Nominating Chair shall ensure the
        
Nominating Committee fulfills its duties. The Committee shall include a minimum of three (3) members
       w
ho are at least Certified Senior Master Gardeners who are not current Directors as selected by the
       B
oard from the Membership. The Committee shall:

                a)   Research candidates for Directors and Officers prior to placement on a slate for submission to
             t
he Members for a vote;

                b)   Ensure all requirements, as defined by the policy and procedure document, are met prior to a
             c
andidate being placed on a slate;

                c)   Structure the board to serve one, two, or three year terms to allow for approximately one-third
               
of the board to be slated for election each year;

                d)   Develop and provide orientation and training for all Directors that addresses a Directors
                re
sponsibilities; the organizations purpose, history, methods of operation, and organization activities;
                a
nd, information concerning day-to-day operations;

                e)   Take steps to recruit and prepare future Directors;

                 f)  Have such other duties as determined by the Board.

 ARTICLE VIII        AMENDMENTS AND CONSTRUCTION:

8.1       Amendments to Bylaws.   These Bylaws may be amended, altered, changed or repealed by the
            aff
irmative vote of a two-thirds (2/3) majority of a quorum of the Membership at any annual, regular or
           
special meeting of the Membership if notice of the proposed amendment, alteration, change or repeal
           
was given at least ten (10) days prior to the meeting at which the amendment is acted upon.   Only the
          M
embers may amend, alter, change or repeal Membership voting rights and duties set forth in and in
          a
ccordance with Article 3.8; and, Members shall receive notice of such meeting(s) with notification of
          t
he intended amendment, alteration, change or removal of any part of these Bylaws
in accordance with
           
Article 3.6.

 8.2       Construction and Terms.

                     a)   Should there be any conflict between the provisions of these Bylaws and any prior bylaws, the
               
provision of these Bylaws shall govern.

                b)   Should there be any conflict between the provisions of these Bylaws and any internal policies
                a
nd procedures, the provisions of these Bylaws shall govern. However, internal policies and
               
procedures approved by the Board may allow for additional or more stringent requirements to be
               
placed on the Directors, Officers, Members and/or committee members.

             c)   Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any
                r
eason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.   
            
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such
               
sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding
                provisions of any future federal tax code.

 ARTICLE IX           TAX EXEMPT PROVISIONS:

9.1        In the event of the dissolution of the Association, after paying or adequately providing the debts and
          o
bligations of the Association, all assets shall be distributed for one or more exempt purposes within the           meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future
             fe
deral tax code, and shall be distributed to one or more organizations with similar charitable, scientific,
                
or educational purposes to this Association.

9.2    The Association shall have no capital stock and shall not be authorized to issue capital stock.   The
            
Association is not formed for pecuniary or financial gain. No part of the net earnings of this Association
                
shall inure to the benefit of, or be distributable to, its Directors or officers or other private persons,
             e
xcept that the Association shall be authorized and empowered to pay reasonable compensation for
             services rendered and to make payments and distributions in furtherance of the purposes of the
           
Association.

9.3       No substantial part of the activities of the Association shall consist of the carrying on of the propaganda
               
or otherwise attempting to influence legislation and the Association shall not participate or intervene in
            a
ny political campaign on behalf of any candidate
of public office, including the publishing or
           
distribution of statements.

9.4       In any taxable year in which the Association has been found by the Internal Revenue Service to be a
          p
rivate foundation as described in Section 509(a) of the Internal Revenue Code, the Association 1)
           
shall distribute its income for said period at such time and manner as not to subject it to tax under
            s
ection 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in
          S
ection 4921(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as
           
defined in Section4943(c) of the Internal Revenue Code; 4) shall not make any investments in such    
          m
anner as to subject the Association to tax under Section 4944 of the Internal Revenue Code; and5)  
           
shall not make any taxable expenditures as defined in Section
4945(d) of the Internal Revenue Code.

9.5       The Directors shall not be personally liable for the debts, liabilities or other obligations of the
           
Association.   The Directors and officers of the Association shall be indemnified
by the Association to
          t
he fullest extent permissible under the laws of Oklahoma. However, the Association shall make no
          i
ndemnification in respect to any claim, issue or matter as to which such person shall have been
            a
djudged to be liable to the Association unless and only to the extent that the court in which such action
           
or suit was brought shall determine upon application that, despite the adjudication of liability but in view
           
of all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such
            e
xpenses which the court shall deem proper.

 

THESE AMENDED AND RESTATED BYLAWS OF OKLAHOMA COUNTY MASTER GARDENERS ASSOCIATION ARE ADOPTED  May 7, 2014.

Have a garden question?
We're here to help

  • Call a Master Gardener 405-713-1125
    Mon-Fri  8:00am till 4:30pm

  • Email a Master Gardener HERE

  • Come by and see a Master Gardener
    at the Okla. County Extension office
    930 N. Portland Ave.
    Okla. City, OK 73107
    Mon-Fri  8:00am till 4:30pm

 

Home
Articles
Events
   
Calendar
   Call Center Calendar
  
Monthly Programs
  
Tours
   Members Gardens
  
Upcoming Events
Fact Sheets
Forms
   
2014 MG Class
   Email MG Hours
   Education Hours
   Service Hours

Garden Links
Newsletter
Our MG Program
 
 Bylaws
  
History
   MG School
  
Officers
   Committee
s
  
Standing Rules

Photos
  
Current
  
Archives
Proven Selections