ARTICLES OF INCORPORATION
THE LITTLE GARDEN CLUB
The name of the corporation shall be THE LITTLE GARDEN CLUB.
The period of duration of the corporation shall be perpetual.
1.The objects and purposes of the corporation shall be: (a) to increase the practical knowledge and love of gardening among its members; (b) to cooperate in the protection and propagation of wild flowers, birds, native plants, and trees; (c) to encourage civic beautification; (d) to beautify hospitals ad other civic or public buildings, parks, roads and highways.
2.The corporation shall not directly or indirectly attempt to influence legislation and shall not directly or indirectly participate in, or intervene in, any political campaign and shall not directly or indirectly be operated for the benefit of any private interests.
3. In the accomplishment of its objects and purposes the corporation shall not have power to acquire, take, hold by bequest, devise, grant, give, purchase, exchange, lease, transfer, judicial order or decree or otherwise, any property, real, personal, or mixed; to borrow money, sell, mortgage, exchange, lease, convey, transfer, or otherwise dispose of any such property; to administer and invest and reinvest its property and deal with and expend the income and principal thereof al in such manner under regulations and conditions as in the judgment of the Board of Gardeners of the corporation shall best promote its objects and purposes.
4.The corporation shall have the further power to enter into, make, perform and carry out contracts of every kind, with any person, firm, association or corporation and to do any acts necessary or expedient for carrying on any or all objects and purposes of the corporation not forbidden by this Constitution or its By-Laws, or by the laws of the State of Alabama.
1.The corporation shall have three classes of members; active members, affiliate members or honorary members. Persons eligible for active, affiliate or honorary membership are those who wish to cooperate in the accomplishments of the objects of the corporation.
2.Active members shall be elected in the manner provided in the By-Laws of the corporation and shall have all rights of members, and each active member shall have one vote.
3.Affiliate members may include former active members who for some good reason are no longer eligible to serve in an active capacity or persons keenly interested in conservation, horticulture and work in their own gardens, but not living in the near vicinity of a garden club belonging to The Garden Club of America. Affiliate members shall not be eligible to serve as officers, directors or committee chairmen and they shall not have the right to vote. They are excused from active participation in the corporation’s program, but may act as hostesses at meeting and assist at flower shows and other benefits. They may attend annual and zone meetings of the Garden Club of America in the event the corporation’s quota is not filled by active members.
4.Honorary members shall be elected by a two-thirds vote of the active members of the corporation and shall be persons of distinction in horticulture and related fields. Honorary members shall not be eligible to serve as officers, directors or committee chairmen, and they shall not have the right to vote. They are excused from active participation in the corporation’s program, but may act as hostesses at meeting and assist at flower shows and other benefits. They may attend annual and zone meetings of the Garden Club of America in the event the corporation’s quota is not filled by active members. Honorary members must have their dues paid to the Garden Club of America and and be included in the corporation’s membership quota if they are to be entitled to Garden Club of America privileges.
5.The number of members and other requirements and qualifications for membership shall, subject to such limitations on membership, if any, as may from time to time be imposed by The Garden Club of America, be fixed by the By-Laws of the corporation.
The activities and affairs of the corporation shall be managed by a board of directors, which is herein and in the By-Laws called the “Board of Gardeners.” The number of the Board of Gardeners, their terms of office and their method of selection shall be as fixed by the By-Laws of the corporation and in no event shall be less than three (3). The Board of Gardeners shall consist of the officers of the corporation, elected as provided in the By-Laws, and the Chairman of each of the Standing Committees, appointed by the President of the Corporation, as provided in the By-Laws. All vacancies in the Board of Gardeners shall be filled by appointment by the President.
1. All of the funds and assets of the corporation, together with the net earnings thereof and income realized thereon, shall be exclusively devoted to the objects and purposes therein above expressed. No member or employee of the corporation or any other person shall receive or be entitled to receive under any circumstances any pecuniary profit or benefit from the operations or liquidation thereof, except as reasonable compensation for services rendered in effecting one or more of the objects of purposes of the corporation. Upon dissolution of the corporation or any partial or entire liquidation of its property and assets, none of such property and assets shall be distributed to any member or to any other individual, but all of its remaining assets and property of every nature and description shall be paid over and transferred to any corporation of association organized and operated exclusively for educational, charitable, or literary purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1954, as amended, as may be selected by the Board of Gardeners.
2.The corporation shall not have any capital stock.
3.There shall be no person, individual, or other liability whatever on the part of any member of the corporation either for the debts of the corporation or for the acts or omissions of the corporation or any officer, member, agent, or employee thereof.
4.The corporation shall have the power to enact such rules and by-laws for its government as the performance of its functions shall require, provided all such rules and by-laws shall be such as not to conflict with any present or future provisions of the Constitution and Laws of the State of Alabama, or with any provisions of these Articles of Incorporation as from time to time amended.
5.There shall be no personal or individual liability of any member of the Board of Gardeners for any debts or obligations of the corporation
The address of the corporation’s registered office shall be 3528 Victoria Road, Birmingham, Alabama, 35223. The name of the registered agent as such address shall be Jane Hill Head.
The number of persons constituting the initial Board of Gardeners shall be fifteen.
These Articles of Incorporation may be amended in the manner provided in the said Act.