NAME AND PURPOSE
SECTION 1.1 – NAME
- The name of this club shall be the “PUERTO VALLARTA GARDEN CLUB, AC”, herein referred to as PVGC.
SECTION 1.2 – PURPOSE
- A. General Purpose: This club is a nonprofit, public benefit, Mexican corporation organized for public and charitable purposes, and is constituted and operates under the laws of the United States of Mexico, and within the meaning of Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended.
- B. Specific Purpose: The PVGC shall stimulate the knowledge and love of gardening and horticulture; and beautify and protect the environment through civic planting projects, and educational and horticultural programs, for the enjoyment of the residents and visitors in Puerto Vallarta.
SECTION 2.1 – COMPOSITION
The PVGC shall consist of members who support the purpose and bylaws of the club. Members may be Mexican or any other nationality.
SECTION 2.2 – CLASSES OF MEMBERSHIP
There shall be only one (1) class of membership, which is Active member.
SECTION 2.3 – OBLIGATIONS OF MEMBERSHIP
- A. Members are expected to attend regular meetings, and participate in PVGC projects. They shall be responsible for PVGC dues, and assessments.
- B. Assessments: Any assessment shall require a two-thirds (2/3) vote of those members present at a regular or special meeting.
SECTION 2.4 – PRIVILEGES OF MEMBERSHIP
- A. Members may vote; hold office; chair or serve on any committee. They may be elected by the PVGC membership to serve as Trustees. Members shall have one (1) vote.
SECTION 2.5 – CANDIDATES FOR MEMBERSHIP
- A. Qualifications for Membership: Candidates shall have an interest in gardens and gardening, and be willing to contribute their time and talents to support the Purpose of the club. (See Bylaws 1.2B)
- B. Approval for Membership: Membership shall be approved and becomes active upon payment of annual membership dues.
SECTION 2.6 – CHANGE OF STATUS
- A. Good Standing: Any member who has met their attendance and financial obligations shall be considered in good standing.
- B. Leave of Absence: The Board of Directors shall grant any member in good standing a leave of absence. Meeting requirements and financial obligations other than dues shall be suspended during this period.
- C. Resignation: The Board of Directors shall accept the resignation of a member in good standing. Any member failing to comply with his/her financial and/or attendance obligations without being excused by the Membership Committee shall be considered to have resigned. Said member may be eligible for reinstatement at the sole discretion of the Board of Directors.
- D. Reinstatement: The Board of Directors shall approve the reinstatement of any former member who resigned in good standing. The Board of Directors may, at their sole discretion, approve the reinstatement of any former member who is not good standing.
- E. Excused: The Membership Committee may excuse any member from his/her attendance and/or financial obligations and shall consider him/her in good standing.
BOARD OF DIRECTORS
SECTION 3.1 – COMPOSITION
- The Board of Directors shall consist of a minimum of five (5) and no more than nine (9) members, but at all times there shall be an odd number of members. The Board of Directors shall include the elected officers of the PVGC.
SECTION 3.2 – DUTIES
- The Board of Directors shall be the principal governing body of the PVGC. It shall have charge and control of club affairs between regular meetings, and shall present to the membership recommendations for action. The Board of Directors may establish policies and procedures regulating the administrative conduct of the club, provided they are consistent with these Bylaws and have no effect upon members’ financial obligations. The Board of Directors shall approve any use of the club name.
SECTION 3.3 – ELECTED OFFICERS
- The elected officers of the PVGC shall be: President; Vice President; Secretary; and Treasurer. The term of office for each elected officer shall not exceed two (2) years. Officers of the PVGC will be elected at the General Meeting in the month of April, by a simple majority of members in good standing present.
SECTION 4.1 – COMPOSITION
- A. Standing Committees: Standing Committees shall include: Maintenance and Beautification, Publicity Website and Communication, Fundraising, and Informational Publications. The President shall appoint all Standing Committee Chairs.
- B. Special Committees: The President may create Special Committees or positions and appoints the chairs. Chairs of Special Committees may attend Board of Directors meetings but shall have no vote.
SECTION 4.2 – DUTIES
- All committees shall fulfill duties assigned in these Bylaws, requested by the President, and/or as outlined in the committee mandates. Each committee chair shall provide regular reports to the President and to the general meeting.
SECTION 4.3 – VACANCIES
- Standing and Special Committee Chair vacancies shall be filled by the President.
SECTION 5.1 – VOTING
- A. Voting Members: Voting privileges for each class of members are defined in Section 2.4 of these Bylaws.
- B. Approval: Except for assessments and amendments to these Bylaws, a majority vote of the voting members present at a meeting shall constitute approval. Consistent with Section 2.3B and Article IX of these Bylaws, assessments and amendments to these Bylaws shall be approved by a two-thirds (2/3) vote of the members present.
SECTION 5.2 – BOARD OF DIRECTORS
- The Board of Directors shall meet each month prior to the regular meeting. Additional meetings may be called by the President or by a majority of the Board of Directors with at least 24-hours notice. Each director shall have one (1) vote. In the case of a shared position, one director shall be designated the voting member in whose absence the other director shall have the vote.
SECTION 5.3 – COMMITTEES
- Chairs of Standing and Special Committees may call meetings at their discretion.
SECTION 5.4 – MEEINGS
- A. Regular meetings:Regular meetings shall be held on the third Thursday of the month. Notices of regular meetings are made directly to members and by publication in a local newspaper, with a minimum advance notice of 15 fifteen days, and should include the agenda of the meeting.
- B. Annual Meeting: The annual meeting shall be the March regular meeting.
- C. Special Meetings: Special meetings of the membership may be called by the Board of Directors. Special meetings may also be called by 5% (five) percent or more of Active members. Call for special meetings must have at least seven (7) days notice and should include the agenda of the meeting. No business shall be addressed except that for which the meeting has been called.
- The PVGC shall operate in a manner consistent with its nonprofit, tax-exempt status and comply with all applicable laws and regulations. Where an officer or director has a conflict of interest, the interest shall be disclosed and the existence of the conflict shall be addressed in the manner required by applicable provisions of law.
- In the event of the dissolution of the PVGC, no assets shall be distributed to any member or members for their personal use. All assets of the club remaining at the time of dissolution shall be distributed to charitable organizations designated by the Board of Directors prior to the dissolution.
- Except where in conflict with these Bylaws or the Policies & Procedures, Robert’s Rules of Order shall govern at all meetings.
- Upon the recommendation of the Board of Directors, these Bylaws may be amended by a two-thirds (2/3) vote of the members present at any regular or special meeting, provided that written notification has been given to each member at least seven (7) days prior to the meeting.