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BYLAWS OF THE MASTER GARDENER FOUNDATION OF WASHINGTON STATE

ARTICLE I – MISSION AND PURPOSE

Section 1.
Our Mission is: “We share best practices with local foundations, and support the State Advanced Education Conference.”
Section 2.
The Purpose of the Foundation is to offer statewide volunteer-based unifying leadership to, and communication among, county and regional WSU Master Gardener Programs, foundations and affiliates

ARTICLE II – MEMBERSHIP

Section 1. Membership.
Membership of the Foundation shall consist of chartered chapters of county Master Gardener foundations or organizations, and chartered affiliates.

ARTICLE III – BOARD OF DIRECTORS

Section 1. Membership.
The primary governing body of the Foundation shall be a Board of Directors (the Board). A representative to the Board shall be selected by each chartered chapter and affiliate, employing the methods of their choice, for a term of not less than two (2) years.
Section 2. Vacancies.
If a chartered chapter or affiliate experiences an early vacancy of their Board representative, the Regional Vice-President with responsibility for the county shall work proactively with the county organization or affiliate to encourage its selection of a replacement representative to be a member of the Board.
Section 3. Removal of Board Members.
Any Board member may be removed at any time, with cause, by the affirmative vote of a majority of the entire Board.
Section 4. Voting.
  • Voting Rights. In any matter before the Board, each chapter and affiliate shall be entitled to one (1) vote, and each Officer shall also be entitled to one (1) vote, separate and in addition to her/his chapter or affiliate of origin.
  • Quorum. A majority of the entire Board, with at least one officer present, shall constitute a quorum. For the transaction of business, a majority of the votes of such a quorum shall be sufficient to decide any measure coming before the Board, except for removal of Officers and Board Members.
  • Voting by Electronic Transmission. A vote may be cast by mail or by electronic transmission if the text of each proposal to be voted upon is set forth in a record accompanying or contained in a notice of meeting. The email address of the president must be provided and shall be the only email address to which the ballot may be electronically returned. Members voting by electronic transmission are present for all purposes of quorum, count of votes, and percentages of total voting power present. Voting by email for the removal of an officer or Board member is not permitted.

ARTICLE IV – OFFICERS

Section 1. Officers.
The officers of the Foundation are president, executive vice-president, secretary, treasurer, and a regional vice-president for each of the following regions:
  • Metro Region (King, and Pierce, and Snohomish Counties)
  • Northeast Region (Okanogan, Pend Oreille, Chelan, Douglas, Ferry, Lincoln, Stevens, and Spokane Counties)
  • Northwest Region (Skagit, Snohomish, San Juan, Island and Whatcom Counties)
  • Peninsula Region (Kitsap, Jefferson and Clallam Counties)
  • Southeast Region (Asotin, Benton/Franklin, Columbia, Garfield, Grant/Adams, Kittitas, Klickitat, Walla Walla, Whitman and Yakima Counties)
  • Southwest Region (Thurston, Mason, Lewis, Grays Harbor/Pacific, Cowlitz, Clark, Wahkiakum and Skamania Counties)
Section 2. Election of Officers.
  • A standing nominating committee shall recruit, evaluate and place names in nomination for all elected offices; provided, however, any general member in good standing may place a name in nomination for any office of the Foundation at the annual meeting in even-numbered years.
  • Officers shall be elected during an annual meeting of the MGFWS for a term of two (2) years, (with terms beginning concurrent with the new fiscal year), and may be re-elected.
  • President, Executive Vice-President, Secretary and Treasurer shall be elected by the majority of a quorum of the voting members of the Board.
  • Regional vice-presidents shall be elected by vote of the Board members representing counties or affiliates in their region; Metro, Peninsula, and Southeast in even-numbered years, and Northwest, Southwest, and Northeast in odd-numbered years.
Section 3. Duties of Officers
The duties of the president, vice-president, secretary and treasurer shall be such as are normally associated with those offices in similar organizations, as are required by law, and as may be assigned by the Board. In addition, the regional vice-presidents shall lead efforts to encourage communication and cooperation between and among counties and/or affiliates within their region and between regions, and to develop membership affiliation in any counties in their respective regions without chartered organization.
Section 4. Absence of President.
In the absence of the president, the Executive Vice-President shall assume the duties of the president. Although officers can serve for any number of terms, the Executive Vice-President should be prepared to step into the role of president if the need should arise. In the absence of both the President and Executive Vice-President, the most senior vice-president (based on length of time in the office of Regional Vice-President shall assume the duties of the president. If more than one vice-president is of equal seniority, they shall either agree or it will be put to a vote of the board who shall serve as interim president.
Section 5. Vacancies.
In the case of an early vacancy of an office for any reason, the president shall as soon as possible request volunteers from among the current Board members to fill the vacancy. The name of the volunteer(s) for the officer position will be submitted to the Board for approval or election. If there is no volunteer, the remaining officers shall assume and share the responsibilities of the vacant position until such time as a volunteer can be recruited.
Section 6 Removal of Officers
Any officer may be removed at any time, with cause, by the affirmative vote of a majority of the entire Board.

ARTICLE V – EXECUTIVE COMMITTEE

Section 1. Membership
The Executive Committee shall consist of the Officers of the Foundation, plus the WSU Extension Master Gardener Program Leader serving in a non-voting, ex officio status.
Section 2. Responsibilities.
  • The Executive Committee shall be responsible for the day-to-day operation of the Foundation.
  • The Executive Committee shall review chapter charters and affiliate charters for establishment, renewal or termination as needed. Initial approval, renewal or termination of each charter of an independent county chapter, dependent county chapter or affiliate shall be referred with a recommendation to the Board to be voted upon.
  • The Executive Committee shall appoint an MGFWS Historian, who shall serve as a nonvoting member of the board.

ARTICLE VI – OPERATING COMMITTEES

Section 1.
The Board shall establish such standing and special committees as necessary to conduct the business of the Foundation.
Section 2
Standing Committees Defined. A Standing Committee is a committee established by the Board for an indefinite time.
Section 3
Membership of Standing Committees. Annually, at the first meeting of each fiscal year, the Executive Committee shall forward to the Board for approval the names of Board members who are willing and recommended to constitute the members of each standing committee.
Section 4
Special Committees. A Special Committee is a committee that shall have a specified time to complete a specific task. The Board shall establish special committees, define their scope and term, solicit volunteers and appoint their members. Committees shall serve solely in an advisory capacity with a vote required by the Board to institute or change any policy or practice.
Section 5
Vacancies on Committees. If a member of a committee steps down for any reason, the president shall as soon as possible request volunteers from among the Board members to fill the vacancy. The name of the volunteer(s) for the position will be submitted to the Board for approval. If there is no volunteer, the remaining committee members shall assume and share the responsibilities of the vacant position until such time as a volunteer can be recruited.

ARTICLE VII – MEETINGS

Section 1
Location and Date of Annual Meeting. The annual meeting of general and voting members of the Foundation shall be held at a time and place established by the Board, generally in conjunction with the annual advanced education conference. All general and voting members shall be provided with an agenda and notice of the time and place of the annual meeting not less than ten (10) nor more than fifty (50) days before the meeting.
Section 2
Location and Date of Board Meetings. The Board shall determine the calendar and location of Board meetings. Agenda shall be distributed to all Board members not less than 3 days before the meeting. Minutes of the meeting shall be distributed to all Board members not more than 30 days after the meeting.
Section 3
Location and Date of Executive Committee Meetings. The Executive Committee shall determine the calendar and location of Executive Committee meetings. Agenda shall be distributed to all Board members not less than 3 days before the meeting. Minutes of the meeting shall be distributed to all Board members not more than 30 days after the meeting.
Section 4
Special Meetings. Special meetings may be called at any time by the president or vote of a quorum of the Board. The president shall give notice of a special meeting, including an agenda, by mail or e-mail not less than ten (10) days prior to the date of the meeting. Minutes of the meeting shall be distributed to all Board members not more than 30 days after the meeting.

ARTICLE VIII – COUNTY CHAPTERS

Section 1
All county Master Gardener foundations and organizations in Washington State shall be encouraged to partner with the MGFWS in pursuit of the mission and purpose of the Foundation. County Master Gardener foundations or organizations may be, for tax purposes, either independent of, or dependent upon the Foundation. Independent organizations shall establish and maintain their own status as 501(c))(3) charities. A dependent county chapter is one that may solicit funds using the nonprofit determination of MGFWS granted by the Internal Revenue Service and the MGFWS charitable organization number assigned by the Washington Secretary of State.
Section 2
Counties that wish to establish and maintain dependent status for tax purposes may apply to the Board to become a dependent county chapter by completing an Application for Dependent County Status, (available at the organization’s web site.)
Section 3 Establishment of a Chartered Chapter.
  • The Board, through a standing membership committee, shall, not less often than annually, extend invitations to non-chartered county WSU MG organizations to become Chartered Chapters of the Foundation.
  • Requests for new charters shall be vetted by the Executive Committee and voted upon by the Board.
  • Upon MGFWS Board approval, a Chapter Charter in a form approved by the MGFWS Board will be signed by the President of the MGFWS and an authorized officer of the county organization, and the Chartered Chapter shall operate as a part of the Foundation.
Section 4. Eligibility Requirements
A county WSU Master Gardener organization shall be eligible to become a chartered chapter if the following requirements are met:
  • The organization supports the purposes of the state Foundation.
  • The organization selects and supports a representative to the Foundation.
  • The organization commits to actively participate in MGFWS business.
  • The organization has a good public image and reputation.
  • The organization operates with sound business practices.
  • An authorized officer of the organization signs a Chapter Charter in a form approved by the MGFWS Board.
Section 5. Dependent Chapters
A dependent county shall agree to submit all required fiscal documents to the MGFWS treasurer in a timely manner for tax filing in order to retain their dependent county status. When a dependent county has annual gross income of $10,000 or more for three consecutive years, the board has the authority to recommend the county apply for their own 501(c)(3) designation.
Section 6. Renewal of Chapter Charters
Independent Chapter Charters shall be entered into for a period of five (5) years, and are renewable. Dependent Chapter Charters shall be entered into for a period of three (3) years, and are renewable. The membership committee will work with each county organization to review its existing charter prior to expiration, and will make a recommendation for the Board to approve renewal.

ARTICLE IX – AFFILIATE ORGANIZATIONS

Section 1. Eligibility Requirements
An independent organization may be eligible to become a chartered affiliate if the following requirements are met:
  • The purposes of the organization are consistent with and complimentary to the purposes of the MGFWS.
  • The organization has a good public image and reputation.
  • The organization operates with sound business practices.
  • The organization commits to actively participate in MGFWS business.
  • The organization selects and supports a representative to the Foundation.
  • An authorized representative of the organization signs an Affiliate Charter in a form approved by the Board.
Section 2. Renewal of Affiliate Charters.
Affiliate Charters shall be entered into for a period of five (5) years, and are renewable. The membership committee will work with each Affiliate organization to review its existing charter prior to expiration, and make a recommendation for the Board to approve renewal.

ARTICLE X – FINANCES

Section 1. Fiscal Year.
The fiscal year of the Foundation shall start on January 1st and end on December 31st.
Section 2. Contributions.
Funds may be solicited for any purpose not in conflict with the stated purposes of the organization. Contributions received for a designated purpose are to be used solely for that designated purpose. Contributions received without a designated purpose are to be used at the discretion of the Board for purposes within the mission and purposes of the Foundation. Monetary contributions are to be deposited by the treasurer in a financial institution approved by the Finance Committee. The treasurer shall maintain records of all contributions to and disbursements from the Foundation.
Section 3. Disbursements
Disbursement for each year shall not exceed funds available.
Section 4. Reports.
  • The Executive Committee shall prepare and the treasurer shall present to the Board during the last quarter of each fiscal year an itemized operating budget for the following fiscal year.
  • An annual financial report shall be prepared by the treasurer and presented during the first quarter of each fiscal year.
  • The treasurer shall present a year-to-date budget report and a year-to-date income/expense report at each meeting of the Board.
Section 5. Loans
No loans shall be made by the Foundation. Section 6. Audit. The treasurer shall make the organization’s financial records available to the Audit Committee for their annual audit.

ARTICLE XI – AMENDMENTS

These Bylaws may be altered, amended, repealed, or new Bylaws adopted as specified in the Foundation’s Articles of Incorporation.

ARTICLE XII – PARLIAMENTARY AUTHORITY

The rules contained in the most recent edition of Robert's Rules of Order shall govern the Foundation Board meetings.
ADOPTION
This restatement of the Bylaws of the Master Gardener Foundation of Washington State was approved by a majority of a quorum of the Board of Directors on October 21, 2016.
                                      Authorized signature:
President: _______________________________________
Kathleen LaFrancis Eaton

Master Gardener Foundation of Washington State