Bylaws of the
Master Gardeners Advisory Association
A Florida Unincorporated Not-For-Profit Association
Article I: Organization
The name of the organization shall be Master Gardener Advisory Association hereafter known as the “Association” or “MGAA”. The Master Gardener Advisory Association is a voluntary association operating under the guidelines of the University of Florida/IFAS, Pinellas County Extension.
Article II: Offices
The principal office(s) of the Association shall be located in Pinellas County, Florida. The address of the Association is: 12520 Ulmerton Rd. Largo, Fl 33774-3602
Article III: Association Prupose
The Association is organized exclusively for charitable and educational purposes as related to the operations of Pinellas County Extension. Further, the Association will operate within the Pinellas County Extension rules and regulations and for any other related or corresponding charitable purpose by the distribution of its funds for such purpose. The Association will qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code as amended or any corresponding provision of any subsequent federal laws covering the distribution to an organization qualified as tax exempt. This Association is to exist in perpetuity.
The purpose of the Association is to receive, manage, account for, and expend revenues received from activities of the certified Master Gardeners of the Pinellas County Extension.
The Master Gardener program trains volunteers who will help the Pinellas County Extension staff interact with community members interested in gardening, and assist in the continued maintenance and promotion of the Florida Botanical Gardens (FBG). The volunteers will provide research-based horticultural and environmental information for home gardens and landscapes and for school garden programs as specified in Pinellas County Master Gardener Policy and Procedures manual and the UF/IFAS Florida Master Gardener Program Leaders Handbook.
Article IV: Prohibited Activities
Notwithstanding any other provision of these Bylaws or the Articles of Association, the Association shall not conduct or carry on any activities not permitted to be conducted or carried on by any organization that shall be exempt under Section 501(c)(3) of the Internal Revenue Code and its regulations, now existing or hereafter amended, or by any organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code. No part of the net earnings of the Association shall inure to be benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments in furtherance of the purposes set forth in the Article III hereof. No part of the activities of the Association shall be the use of propaganda or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in any political campaign on behalf of or in opposition to any candidate for public office.
Article V: Membership
All Certified Master Gardeners as defined in the Pinellas County Master Gardener Policy and Procedures manual, and who subscribe to the purposes of the Association shall automatically be Association Members.
Article VI: Meetings
Section 1: Annual Meeting -
The annual membership meeting of this Association shall be held in the month of January of each year for the purpose of electing the Board of Directors and transacting business. Written notice of the date, time and place of the annual meeting and any proposed Bylaw changes shall be delivered to each member in good standing at least twenty (20) days prior to the date of the meeting.
Section 2: Board Meetings -
Meetings of the Board of Directors of the Association shall be held as needed but no less than quarterly at a time and place selected by Board members. Meetings will be announced by written notice to each Director and to the general membership. These meetings shall be open to all members in good standing.
Section 3: Special Meetings -
At the request of two members of the Board of Directors or 10% of members of the Association, the Chairperson shall cause a special meeting to be called, but such a request must be made in writing to the Chairperson at least 30 days before the requested scheduled date. Additionally, the Chairperson may call special meetings when he/she deems it in the best interest of the Association. Members in good standing shall be notified of such meetings at least 7 days but not more than 30 days before the scheduled meeting date set for such special meeting. Such notice shall state the reason that such meeting was called, the business to be transacted and by whom called. No other business but that specified in the notice may be transacted at such special meeting.
Section 4: Quorum -
The presence of not less than 51% of Board of Director members shall constitute a quorum for Board meetings and shall be necessary to conduct the business of the Association. A quorum for conducting business at the annual meeting shall consist of not less than 51% of the general membership present.
Section 5: Proxies -
Voting members may appoint only one voting member of the Association as their proxy. Proxies must be filed with the Secretary of the Board of Directors before the beginning of the meeting and shall be valid for only a single meeting.
Section 6: Voting -
At all meetings except for the election of officers and directors, all votes shall be by voice unless requested otherwise.
Article VII: Board of Directors
Section 1: Election and Tenure -
The business of this Association shall be managed by a Board of Directors consisting of not more than twenty-five nor less than five members chosen by simple majority at the annual meeting. The directors will be elected on a staggered basis, with 1/3 voted in annually. They will be chosen from the general membership and may be proposed by any member, self-nomination, or Board Member. Directors shall serve for a term of three years. The Chairperson will have served on the board for at least one year prior to election.
The Board of Directors shall elect its own officers, a Chairperson, Vice-Chairperson, Secretary, and Treasurer, who shall serve for a period of one year and who may be re-elected for 3 consecutive terms in the same position.
Section 2: Voting -
The Board of Directors shall have the control and management of the affairs and business of the Association. Such Board of Directors shall act in the name of the Association only when it shall be regularly convened by its Chairperson after due notice to all the Directors of such meeting. Each Director shall have one vote and such voting may not be done by proxy.
Section 3: Compensation -
The Board of Directors shall receive no compensation for their services as directors. The Board may, however, authorize the reimbursement of actual and necessary reasonable expenses incurred by Directors performing duties as directors.
Section 4: Resignation and Removal -
A Director may resign at any time by delivering a written resignation to the Board of Directors. Any Director may be removed without cause if such removal is approved by an affirmative vote of two-thirds of the members of the Board of Directors.
Section 5: Vacancies -
Vacancies on the Board of Directors may be filled by an affirmative vote of a majority of the remaining Directors then in office. The person shall serve for the remainder of the unexpired term.
Section 6:
The Board has the authority to designate agencies that shall be entitled to have its representative serve in an advisory capacity on the Board of Directors.
Article VIII: Officers
Section 1: Designation -
The officers of this Association shall be a Chairperson, Vice-Chairperson, Secretary and Treasurer, and other officers as the Board of Directors may appoint.
Section 2: Election and Term of Office -
The officers of the Association shall be elected at the annual meeting by the Board of Directors for a term of one (1) year and who may be re-elected for a time period of 3 terms in the same position. The first meeting of the Board of Directors shall take place within 5 days following the annual meeting for the purpose of electing officers.
Section 3: Removal and Resignation -
Any officer elected or appointed by the Board of Directors may be removed by a majority vote of the Board of Directors. Any officer may resign by giving written notice to the Association. A vacancy in any office because of death, resignation, removal or otherwise may be filled by a majority vote of the Board of Directors for the unexpired portion of the term.
Section 4: Chairperson -
The Chairperson shall be the executive officer of the Association and shall have control and supervision of the affairs of the Association, as directed by the Board of Directors as to major matters. The Chairperson shall preside at all meetings of the members and of the Board of Directors and shall perform all duties evident to the office as prescribed by the Board of Directors. In addition, the Chairperson may receive all funds of the Association, and deposit all funds in such banks, trust companies, or other depositories.
Section 5: Vice-Chairperson -
In the absence of the Chairperson or in the event of the Chairperson's inability or refusal to act, the Vice-Chairperson shall perform all the duties of the Chairperson, and in so acting the Vice- Chairperson shall have all of the powers of the Chairperson. The Vice-Chairperson shall perform all other duties as prescribed by the Board of Directors.
Section 6: Secretary -
The Secretary shall keep the minutes of the meetings, serve notices as required by these Bylaws or law, be custodian of the Association records, and perform other duties as prescribed by the Board of Directors.
Section 7: Treasurer -
The Treasurer shall keep the Association accounting records, prepare financial statements, and be responsible for the timely filing of reports or returns required for the Association to obtain and maintain tax exempt status under the provision of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, and perform other duties as prescribed by the Board of Directors. In addition, the Treasurer may receive all funds of the Association, and deposit all funds in such banks, trust companies, or other depositories.
Article IX: Committees
Section 1: Executive Committee -
here shall be established an Executive Committee which shall consist of the officers of the Association. The Executive Committee shall have and exercise all of the authority of the Board of Directors in the management of the Association, except that the Executive Committee shall not have the authority to amend or repeal these Bylaws, to elect, appoint or remove any officer or Director, to amend the Articles of Incorporation or to amend, alter, or repeal any resolution of the Board of Directors which by its terms provide that it shall not be so amended, altered, or repealed.
Section 2: Finance Committee -
Finance Committee. There shall be established a Finance Committee. The Association Treasurer shall be the chairperson and appoint the committee members of at least 5 persons within 5 days of the annual meeting. Procedures for this committee are defined in the MGAA Policies and Procedures.
Section 3: Budget Committee -
There shall be established a Budget Committee consisting of at least 5 members. The Association Chairperson shall appoint the head of the Budget Committee. Procedures for this committee are defined in the MGAA Policies and Procedures.
Section 4: Other Committees -
The Board of Directors may establish such other committees, as it deems necessary to carry out the duties of the Board. The Chairperson shall appoint the head of each committee. The Board of Directors shall by resolution provide for the rules of operations for each committee as defined in the MGAA Policies and Procedures.
Article X: Fiscal Year
The fiscal year of the Association shall be January 1 to December 31.
Article XI: Indemnification and Insurance
No officer or Director of the Association shall be personally liable for any obligations of the Association or for any duties or obligations arising out of any acts performed for or on behalf of the Association. The Association may purchase and maintain insurance on behalf of any person who is, or was, a Director, officer, or employee of the Association against any liability asserted against such person or arising out of such person's status or actions in that capacity, whether or not the Association would have the power to indemnify such person under the provisions of Chapter 617 of the Florida Statutes.
Article XII: Parliamentary Authority
Robert’s Rules of Order, Newly Revised, shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws.
Article XIII: Conflict of Interest
No member of the Board of Directors shall be interested, directly or indirectly, in any contract executed by the Association, unless such contract is authorized by a majority of the non-interested members of the Board of Directors and the fact and nature of such interest is fully disclosed to the members of the Board of Directors at the meeting at which such contract shall be authorized. During their term of service, the chairpersons of the Budget Committee and the Finance Committee may not serve as chairperson of any other committee but may serve as committee members.
Article XIV: Amendment of Bylaws
These Bylaws may be amended or repealed by a majority vote of the voting members present at the Annual Meeting or by proxy.
Article XV: Distribution of Assets
Upon dissolution or liquidation of the Association, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes of the Association is such manner, and to such organizations organized and operated exclusively for charitable, educational, or scientific purpose, as shall at the time qualify as an exempt Organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 as amended, as the Board of Directors may determine. Any assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principle office of the Association has been located, exclusively for such purposes, or to such organization or organizations as such court shall determine.
