By-Laws

ARTICLE I – NAME
The name of this organization shall be Woodbury Community Gardens Association (WCGA) of New Jersey. Postal address: PO Box 554, Woodbury, NJ 08096 and email address: woodburycommunitygarden@gmail.com.

ARTICLE II – PURPOSE

Section 1. The WCGA is organized exclusively for charitable, scientific, and educational purposes within the meaning of Section 501(c) 3 of the Internal Revenue Code. The WCGA, in cooperation with the City of Woodbury, will develop and manage community garden sites that can be utilized by members for gardening purposes.

Section 2. The WCGA’s purposes include, but are not limited to, the following:
a. To foster, promote, and encourage the art, science, and practice of gardening
b. To provide a setting for educational exchange with regards to gardening amongst WCGA members as well as between Master Gardeners and WCGA members
c. To provide garden plots at a reasonable fee (to be set annually by the Board of Trustees) for the use of individuals, families, and nonprofit organizations interested in gardening
d. To undertake responsibility for the operational management of the Woodbury Community Garden (WCG) and to conduct all relationships with persons and organizations related to the function and management of said garden

Section 3. Notwithstanding any other provision of these articles, the WCGA shall not carry on any other activities not permitted to be carried on by an organization that is exempt from federal income tax under Section 501(c) 3 of the Internal Revenue Code

ARTICLE III – MEMBERSHIP

Section 1. Active Membership
Active membership shall be open to the public and shall include provisional stewardship of a plot for a twelve (12) month duration beginning in March of any given year.

Section 2. Honorary Membership
Honorary membership may be accorded to an individual who has contributed distinguished service to the WCGA or who has been honored for some outstanding achievement that encompasses the aims of the WCGA. Other designations may be added and considered if deemed appropriate by the Board of Trustees.

Section 3. Membership Dues
a. Membership dues will be reviewed, discussed, and approved annually before each contract year by the Board of Trustees.
b. Dues must be paid before gardening can commence on any plot.
c. Dues shall be paid to the Treasurer at the same time gardeners sign the WCGA Contract and the City of Woodbury Release, Indemnification, and Hold Harmless Agreement.

Section 4. Non-Transferrable Rights and Divestiture of Membership
a. Membership is non-transferrable.
b. Members may be divested of membership for any action deemed inimical to the goals, and purposes, or mission of the WCGA by a quorum of two-thirds (2/3) vote of the Board of Trustees.

ARTICLE IV – EXECUTIVE BOARD AND DUTIES OF EACH OFFICER

Section 1. General Duties of the Executive Board
a. The Executive Board of the WCGA is designated as Director, Associate Director, Secretary and Treasurer.
b. All officers shall be elected for a one (1) year term, with an option to serve for a second year.
c. The terms of the Director shall be no longer than two (2) consecutive years; furthermore, if deemed necessary and with the permission of the Board of Trustees, said term may be extended for a third year.
d. The terms of the other Executive Officers, if deemed necessary and with the permission of the Board of Trustees, may be extended for the purpose of staggering each term to ensure continuity of leadership and governance of the gardens.

Section 2. Duties of the Director
a. The Director shall call Executive Board meetings when necessary, appoint chairpersons of standing committees and make other appointments as needed.
b. The Director should preside over the meetings of the Executive Board, Board of Trustees, and at the regular membership meetings unless otherwise unavailable.
c. The Director will be the official representative of the WCGA and sign any Board of Trustees documents approved on behalf of the Association.

Section 3. Duties of the Associate Director
a. The Associate Director shall have the power to perform all the duties of the Director in his/her absence with the concurrence of the Board of Trustees for policy and decision-making.

Section 4. Duties of the Secretary
a. The Secretary shall take the minutes of the meetings and upload said minutes to the WCGA website.
b. The Secretary is responsible for all correspondence as it relates to the general membership of the WCGA. Issues that may not be covered by the WCGA Contract or WCGA Bylaws will be tagged for discussion by the Executive Board prior to a response.
c. The Secretary will assure that the general membership is informed of all WCGA activities and events.
d. The Secretary or designated committee chair shall work with the City of Woodbury and with their public relations initiatives.
e. The Secretary shall maintain the official WCGA contracts for each gardener yearly, along with that gardener’s signed Release, Indemnification and Hold Harmless Agreement which was signed for the City of Woodbury.
f. In the absence of the Associate Director, the Secretary shall have the power to perform all the duties of the Director in his/her absence with the concurrence of the Board of Trustees for policy and decision-making.

Section 5. Duties of the Treasurer
a. The Treasurer shall collect dues, disburse monies, and keep records of receipts and disbursements.
b. The Treasurer shall present a monthly financial report to the Executive Board.
c. The Treasurer shall work with the Executive Board each fall to prepare an annual budget for the forthcoming growing season that will be submitted to the Board of Trustees for review and approval.
d. The Treasurer shall maintain the official list of paid and non-profit members with their plot assignments, a copy of which will be given to the Site Coordinator.
e. The Treasurer shall maintain the official WCGA Contracts for each gardener yearly along with his/her signed Release, Indemnification, and Hold Harmless Agreement they signed for the City of Woodbury
f. The Treasurer will disburse the NJ Sales Tax Exempt ID# and a check made directly to a vendor for a garden-wide purchase if first notified of the reason for said purchase and approved by the Executive Board
g. In the absence of the Secretary, the Treasurer shall have the power to perform all of the duties of the Director in his/her absence with the concurrence of the Board of Trustees for policy and decision-making.

Article V – BOARD OF TRUSTEES

Section 1. The Board of Trustees shall consist of the Executive Officers of the WCGA (Executive Board), Site Coordinator Trustee, designated City official, hereto called a Trustee, appointed by the City Administrator of Woodbury, and Committee Chairpersons.

Section 2. Duties and Goals
a. The Board of Trustees shall provide yearly goals along with a description of WCGA activities and programs
b. The Board of Trustees shall set rules for the governance and the use of the Gardens
c. The Board of Trustees shall perform an annual review each fall of the yearly budget prepared by the Executive Board, and approve said budget before the start of the next growing season

Section 3. Site Coordinator Trustee
a. The Director will appoint a Site Coordinator to correspond with the membership about questions, concerns and guidance that may arise about the operating responsibilities designated in the WCGA contract.
b. The Site Coordinator is responsible for monitoring the irrigation systems, identifying maintenance needs, and reporting same to the City’s liaison; then reviewing and approving the work upon completion.
c. The Site Coordinator is required to attend monthly meetings with the Executive Board to report the condition of the garden facilities as well as any concerns noticed by himself/herself or voiced by any gardener.

Section 4. Resignation and Removal of Board of Trustees Members
a. Any Executive Officer or Trustee may resign at any time by giving written notice to the Director of the WCGA. Unless otherwise specified in such written notice, resignation shall take effect upon receipt by the Director, and the acceptance of such resignation shall not be necessary to make it effective.
b. Any Board of Trustee member, who misses three consecutive meetings after having actual notice of those meetings and without being excused by action of said Board of Trustees, ceases to remain a member of the Board of Trustees.
c. Any vacancy thus created or arising from a resignation shall be filled when nominated and agreed upon by a quorum of a two-thirds (2/3) vote by the Board of Trustees to serve the remaining term of the resignee.

ARTICLE VI – NOMINATIONS AND ELECTIONS

Section 1. Nominating Committee
A Nominating Committee, composed of three (3) members, shall submit nominations for open Executive offices. If no committee is in place, nominations may be made from the floor.

Section 2. Voting Rights
Those entitled to vote shall be active members in good standing.

Section 3. Elections
a. Elections will take place annually at the regular membership meeting in the fall for a vacant seat for Director, Associate Director, Secretary, or Treasurer.
b. A quorum consisting of two-thirds (2/3) of the membership, present and voting, shall constitute an election.
c. Executive offices will be determined by majority vote of the quorum described in ARTICLE VI: Section 3b. above.

ARTICLE VII – MEETINGS

Section 1. Board of Trustees
a. Board of Trustees meetings shall be held no less than two per growing season.
b. The Board of Trustees shall meet to discuss regular business of the organization.
c. Three Board of Trustees members shall be necessary at all meetings to constitute a quorum for the transaction of business.
d. If a quorum of a two-thirds (2/3) of those attending a Board of Trustees meeting does not agree on an issue, the issue must be brought to the regular membership for a vote.

Section 2. Full Membership Meeting
a. Woodbury Community Gardens Association shall have no less than three membership meetings annually.
b. One meeting shall take place in the spring before planting commences, one during the growing season, and another meeting happening in the fall when the growing season is complete.
c. Meeting times and locations (inclement weather options may vary) will be posted on the WCGA website, the WCGA Facebook page, the City of Woodbury website, and at the garden.

Section 3. Special Meetings
a. The Executive Officers and/or Board of Trustees shall call additional meetings as necessary to address items that need action beyond the regularly scheduled meetings.
b. The Executive Officers and/or Board of Trustees may choose to meet in executive session to address personnel or other matters pertaining to the work of the organization.
ARTICLE VIII – COMMITTEES

Section 1. Committee Chairs
a. Committees shall be established as necessary to carry on the work of the Association.
b. The Director may create any standing and special committees deemed necessary for the operation of the Association, and a chairperson will be appointed.
c. Once appointed, the chairperson is responsible for organizing the committee and reporting back to the Board of Trustees.
d. Each committee chair automatically becomes a member of the Board of Trustees.

ARTICLE IX – AMENDMENTS

Section 1. The details of each Article of the Bylaws may be amended by the Board of Trustees at any regularly scheduled meeting, provided that the proposed amendments have first been circulated together with notice of the meeting to all members of said Board of Trustees.

Section 2. These changes to the Articles of the Bylaws require a quorum of two-thirds (2/3) vote of the Board of Trustees and will be enacted fourteen (14) days after the vote.

ARTICLE X – PARLIAMENTARY AUTHORITY
The newly revised Robert’s Rules of Order shall be the authority of this council

ARTICLE XI – DISSOLUTION OF ORGANIZATION
a. The Woodbury Community Gardens Association can be dissolved after written notice has been given to all members 30 days before a quorum of two-thirds (2/3) vote by the Board of Trustees
b. Written notice must include the plans for dispersal of funds to other charitable organizations or municipalities