GWA Bylaws Revisions Take Effect
As part of best practices, GWA leaderships and management team (Kellen), completed a full review all governce documents, policies and procedures as part of the transition process earlier this year. This review included a comprehenisve examination of GWA Bylaws. Most of the amendments were not to change procedures, but to accurately reflect what the current procedures are. Additionally, some of the explicit details about GWA were moved to the Operational Policies document.
This revised document was presented to the membership prior to the Annual Business Meeting, which took place at the 2016 GWA Annual Conference & Expo. By a resounding vote, these proposed bylaws were approved by the membership and took effect September 18, 2016.
ARTICLE I: NAME
Text added: “The name of this organization shall be GWA: The Association for Garden Communicators (“The Organization”)
Why? The name of the organization is a standard article in most bylaws and needs to be clearly stated therein.
ARTICLE II: PURPOSE
- Definition. The organization shall be a not-for-profit organization for professional communicators in the green industry.
- Purpose. GWA provides leadership and opportunities for education, recognition, career development and a forum for diverse interactions for professionals in the field of gardening communication.
Why? This language is standard in most bylaws.
ARTICLE III: MEMBERSHIP
Text Added: Section 1. CLASSES AND QUALIFICATIONS FOR MEMBERSHIP
Membership is open to all who satisfy the conditions for membership as set forth below, as determined by the Organization.
There is no maximum number of members.
Good Standing. Members in good standing are those whose current dues are paid and who comply with the provisions of these Bylaws.
Why? This language is standard in most bylaws.
Text changed: Section 1, Paragraph A.
“Active Member to Regular Member”
Why? Active traditionally refers to someone who is current in their dues
Text removed: Section 1. Associate Member Category
Why? We removed the Associate Member category because there does not seem to be any real differentiation with a “Regular Member”
Text clarified: Section 2.
The Board of Directors may determine from time to time the amount of annual dues payable by each class of membership. Members whose dues are in arrears may be suspended after 90 days of grace.
Why? Clarifies how many days before membership would be suspended
Text added: Section 3. RIGHTS OF MEMBERS.
A. All members in good standing may vote, hold an elected or appointed office and serve on committees in the Organization.
B. Only members in good standing may attend meetings of the Organization at the member rates and only members in good standing may attend meetings specified to be for members only.
Except as herein otherwise provided, membership shall be terminated by the death, resignation, or expulsion of a member or by the dissolution or liquidation of the Organization; and any right or interest of a member shall terminate upon the happening of any such event or otherwise.”
Why? This is standard language in many bylaws
Text Changed: Section 8.
A quorum for the transaction of business at a meeting of the members shall be the lesser of 100 or 10% of the members entitled to vote who are either in person or by proxy.
Why? If the membership drops below 1,000 allows for a lesser quorum to transact business.
Text Removed: Section 9.
Each application shall be accompanied by the written endorsement of any director or officer. All completed applications shall be reviewed by the Membership Committee, and, if not approved, the Association shall promptly refund the dues tendered therewith.
Why? Language is being changed to be more in line with the actual procedure. It has not been GWA’s practice to require written approval for membership in several years.
ARTICLE V: BOARD OF DIRECTORS
Text Added: Section 2. Paragraph A.
A Regional Director serves a term of two years and may serve two consecutive terms, but then must take a year off.
Why? Adding term limits for Regional Directors allows more members to serve in leadership positions. Regional Directors have not previously been term limited, although National Directors have been.
Text Added: Section 2, Paragraph C.
A Nominations Committee will be formed each year to review candidates and present a slate for elections. Every effort will be made to present two candidates for each officer & region that is up for election. This committee will be comprised of the Immediate Past President, an additional Past President and the National Director from each region. The Immediate Past President shall be designated as chair of the committee. When a National Director is up for election, the National Director seat on the Nominations Committee will be given to the senior regional director (senior by tenure.)
Why? This is a procedure that has long been in place but not described in the bylaws. Adding to the bylaws formalizes the process.
ARTICLE VI: OFFICERS
Text Change: Section 1.
All Officers shall serve a two year term.
Test Added: Section 1.
The positions of Vice President, Treasurer and Secretary may all stand for contested election.
Why? This is a procedure that has long been in place but not defined in the bylaws. This change simply formalizes the practice already in place. Although historically officers have ascended to the next position in the leadership ladder, the bylaws do not formally state that this must occur. The positions of Vice President, Treasurer and Secretary can all stand for contested election.
ARTICLE IX: CONTRACTS, LOANS, CHECKS & DEPOSITS
Text Added: Section 1. CONTRACTS
The Board of Directors may authorize the executive director to enter into any contract or execute and deliver any instrument in the name of and on behalf of the association, and such authority may be general or confined to specific instances. All contracts must be signed by the Executive Director or President.
Section 2. LOANS
No loans shall be contracted on behalf of the association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3. CHECKS, DRAFTS, ETC.
All checks, drafts, transfers or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the association shall be signed by such officer or officers, agent or agents of the association and in such manner as shall from time to time be determined by the organization’s fiscal policies and procedures.
Section 4. DEPOSITS
All funds of the association not otherwise employed shall be deposited to the credit of the association in such banks, trust companies or other depositories as advised by the Executive Director and approved by the Financial Committee.
Why? These additions bring existing formal Organizational policies in line with best practices in the industry.
ARTICLE XIII. CONFLICTS OF INTEREST
Text Added: There shall be a GWA “Conflict of Interest “policy included in the Board Policies that may be amended from time to time.
Why? Conflict of Interest Policies are important to the governance of the organization but the specific policy details should be kept in the Operational Board Policies.