Article 1


    Section 1.  Persons eligible for membership are those who wish to cooperate in the accomplishment of the objects of the corporation.

    Section 2.  The membership shall consist of active, affiliate, and honorary members.  There shall be no more than 60 active members.

    Section 3.  Active members shall be elected from persons proposed in writing by one active member, endorsed by two other active members and filed with the Admissions chairman.  The Admissions Committee shall consist of the Admissions chairman plus the Executive Committee.  The Admissions Committee shall decide on the number of spaces to be filled and shall notify all active members of this number a minimum of two months before voting.

    Section 4.  Upon notification of the number of spaces to be filled, the membership shall have one month to propose candidates for membership.  The Admissions chairman must receive the written applications for all proposed new members one month before voting.  These applications for all proposed new members one month before voting.  At the voting meeting each active members shall vote by ballot for the one of such persons who is such member’s first choice for admission to active membership.  The name of he person receiving the least number of votes, including proxies (which must be in writing), shall then be dropped from the ballot.  Voting shall continue with each member voting her choice of candidates whose names remain on the ballot until only one name remains.  This person is automatically elected to membership.  The same procedure shall continue with respect to each of the persons proposed until all spaces are filled.

    Section 5. Affiliate members shall have all of the rights and duties, and be subject to the same limitations, as are provided for the articles of incorporation of the corporation.  Only active members or former active members of the corporation may apply for affiliate membership, such application to be in writing and submitted to the Board of Gardeners, or by the Executive Committee.

    Section 6.  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 programs but may act as hostesses at meetings and may assist at flower shows and other benefits, and 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 be included in the corporation’s membership quota if they are entitled to Garden Club of America privileges.

    Section 7.  The number of members and their requirements and qualifications for membership shall, subject to such limitations on membership, if any, from time to time be imposed by the Garden Club of America, be as fixed by the B-Laws of the corporation.

Article II


    Section 1.  The officers of the corporation shall be a president, a vice president, a corresponding secretary, a recording secretary and a treasurer, each of whom shall be elected in the manner hereinafter provided for a term of two years.

    Section 2.  Nominees for officers of the corporation shall be presented at the February meeting of the active members of the corporation by a nominating committee of three, selected by the president of the corporation.  The officers shall be elected, by a majority of the active members present, from those nominees or from the floor at their regular meeting in March and shall assume office at the beginning of the next fiscal year, each fiscal year to commence on July 1 and end June 30.

    Section 3.  The president shall, in addition to all of the other powers and duties provided for in these By-Laws and the articles of incorporation, preside at all meetings of members and the Board of Gardeners, shall have general and active management of the business of the corporation, and shall see that the By-Laws are enforced and that all orders and resolutions of the Board of Gardeners of the Executive Committee are carried into effect.

    Section 4.  The vice president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform other such duties.  The vice president shall be in charge of membership and the orientation of new members. The other officers shall perform such other duties and have such other powers as the Board of Gardeners or the president shall prescribe.

    Section 5.  The president, upon her assumption of office at the beginning of each fiscal year, shall appoint a chairman for each standing committee.

    Section 6.  The Standing Committees, subject to increase or decrease at the discretion of the executive committee of the corporation, shall include the following:

1. Admissions
2. Awards
3. Bulletin
4. Community Projects
5. Conservation/National Affairs
6. Finance
7. Flower Shows and exhibits
8. Fundraising
9. Future Planning
10. Garden History and Design
11. Historian
12. Horticulture
13. Nominating
14. Programs
15. Public Relations
16. Scholarship/Founders Fund
17. Visiting Gardens
18. Yearbook/Newsletter

    Section 7.  The executive Committee of the corporation shall consist of its officers, and shall have the authority to meet and execute any business arising between regular meetings of the Board of Gardeners or of the active membership of the corporation.

    Section 8.  Each standing committee shall serve for two years and shall perform such duties and have such powers as the president of the Board of Gardeners shall prescribe, and each standing committee shall consist of its chairman and such other members, if any, as shall be appointed by the president/

    Section 9.  Vacancies among officers and standing committee chairmen shall be filled by the president.

Article III


    Section 1.  The Board of Gardeners shall consist of the president, vice president, recording secretary, corresponding secretary, and the treasurer of the corporation and the chairman of each standing committee.

    Section 2.  The Board of Gardeners shall have general charge of the direction of the affairs and business of the corporation, the care and management of the corporation’s assets, and other personal property, with power to invest, reinvest and to transfer the same, in their discretion.

    Section 3.  The number of persons constituting the Board of Gardeners shall be no less than fifteen.

    Section 4.  The Board of Gardeners shall meet immediately preceding the October meeting of the active members of the corporation and at such other times as the same may be called by the president or at the request of three active members of the corporation.

Article IV


    Section 1.  Beginning in October, there shall be at least seven meetings of the membership.

    Section 2.  The annual business meeting of the membership shall be held at a regular meeting decided upon by the President and Program Chairman.  Special meetings may be called by the president or at the request of three active members of the corporation.

    Section 3.  Active members are required to attend five regular meetings a year unless otherwise excused.  All excuses shall be sent to the Recording Secretary.  The following reason constitute excused absences:  Out of town, illness or death in immediate family.

The vice president shall send a notification at the end of the year to any member not meeting attendance requirements.  If after the second year said member fails to comply, she may be dropped from membership and a letter shall be sent by the Vice President informing said member of such action.

Article V


    Section 1.  The annual dues shall be $180.00 payable by April 1st in each year and shall be the same for active and affiliate members and any Honorary members accepted under Article 1, Section 6A.

Article VI


    Section 1.  Twelve members shall constitute a quorum for a regular meeting of the corporation and seven members shall constitute a quorum for the Board of Gardeners.

Article VII


    Section 1.  These By-Laws may be amended at any regular meeting of the corporation by two-thirds vote of the active members present.

Section 2.  Robert’s Rules of Order Revised shall be the parliamentary authority of the corporation on all points not covered by the certificate of incorporation of the Alabama Non-Profit Corporation Act.