COMMUNITY GARDENS OF THE AVENUE OF THE FLOWERS:
BYLAWS OF The Community Gardens of the Avenue of the Flowers A California Nonprofit Public Benefit Corporation
ARTICLE I – NAME:
The name of this corporation shall be The Community Gardens of the Avenue of the Flowers, also known as Los Flores Community Garden.The corporation may carry out its purposes, as described below, under any other name or names that may be approved from time to time by Board of Directors.
ARTICLE II – OFFICES:
• Section 1. Principal Office
The principal office for the transaction of the business of the corporation (“principal executive office”) is located at 1300 East Avenida De Las Flores, Thousand Oaks, CA 91360.
ARTICLE III – OBJECTIVES AND PURPOSES:
The primary purpose of the Las Flores Community Garden is to provide plots of land to individuals and families on which to grow flowers, fruit, vegetables and herbs, based on organic gardening practices. To operate a non-commercial community garden for recreational, social, educational, and essential food needs for its members. To operate outreach programs to like-minded groups, individuals, and organizations, as well as other interested community groups. To conduct ongoing educational programs for its members. To encourage donation of excess food to local food banks. To accomplish these purposes, the corporation may receive, hold and disburse gifts, bequests, devices and other funds which are deemed necessary for these purposes; and to enter into, make and perform and carry out contracts of any kind for the aforementioned lawful purposes without limit as to amount.
ARTICLE IV – NONPARTISAN ACTIVITIES:
This corporation has been formed under the California Nonprofit Public Benefit Corporation Law for the charitable purposes described above, and it shall be nonprofit and nonpartisan.No substantial part of the activities of the corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote. The corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.
ARTICLE V – DEDICATION OF ASSETS:
The properties and assets of this nonprofit corporation are irrevocably dedicated to educational and charitable purposes. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member or director of this corporation. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to an organization dedicated to charitable and/or educational purposes, provided that the organization continues to be dedicated to the exempt purposes as specified in internal Revenue Code Section 501(c)(3).
ARTICLE VI – MEMBERSHIP AND PLOT FEES:
• Section l – Eligibility
Membership is open to all persons over 18 years of age. Conejo Recreation and Park District residents will receive preference for garden rental plots. Conejo Recreation and Park District (jurisdiction) serves the communities of Newbury Park, Thousand Oaks, Westlake Village, and Agoura. At least 51% of all garden plots shall be rented to District residents. District residents will be in a first position for rental in the Las Flores Community Garden when there is a shortage of available plots. All members are subject to approval by the Board of Directors and such rules and regulations for membership as may be promulgated by the Board. The amount of dues will be determined annually by the Board of Directors based on expected expenses for the coming year and in keeping with the declared purposes of the Las Flores Community Garden. Dues are to be paid annually before December 31.A member in good standing is defined as a member who is paid up in plot feesand workday fines.
• Section 2 – Termination of Members
Upon a member ceasing to meet the eligibility criteria for membership set forth in Section 1 of this Article XII,that membership shall terminate. Any member may also be terminated or suspended by the Directors for cause. Such cause shall include but not be limited to: failure to comply with the Corporation’s Rules or Bylaws; conduct detrimental to the stated purposes and goals of the corporation; or failure to pay such dues or assessments as may be required by the Board of Directors.
Procedure for Termination. Should the Board of Directors determine that termination or suspension of a member or members is called for, the following procedure shall be followed, except that for failure to pay dues or assessments, only the provisions or paragraphs (a) and (c) below need be followed:
A written notice shall be delivered personally or sent by first class mail, postage prepaid, to the most recent address of the member as shown on the Corporation’s records, setting forth the proposed grounds for discipline. Such notice shall be sent at least fifteen (15) days before the date upon which the Board proposes to act upon the termination or suspension. The notice to the member of this meeting shall state the date, time and place of the meeting.
The member being terminated shall be given an opportunity to be heard, either orally or in writing, at the option of the Board or committee, by the Board or Board committee specified in the notice of proposed termination at least five (5) days before the effective date of the proposed termination. At or following the meeting, the Board or the committee of the Board shall decide whether or not the member should be terminated or suspended. Notice of this action shall be sent to the member in the same manner as the notice of the meeting. The determination of the Board or the committee shall be final.
• Section 3 – Transfer of Membership
No member may transfer a membership or any rights arising from it. All rights of membership cease on the member’s death, if an individual, or upon dissolution or loss of capacity of a corporation or other business entity.
• Section 4 – Voluntary Termination
Members shall give written notice of voluntary termination of membership to the Board of Directors including date effective to avoid further financial obligation.
ARTICLE VII – MEETINGS OF MEMBERS:
• Section l – Place of Meeting
Meetings of the membership shall be held quarterly at the principal executive office of the corporation or at any place within Thousand Oaks.
• Section 2 – Annual Meeting
The annual meeting of members shall be held each year on the 4th Thursday of January at any place within Thousand Oaks, upon such other date as the Board of Directors may determine for the purpose of electing Officers and such other matters as may be brought before the meeting. The members shall be notified. Should said day fall on a legal holiday on any year then the annual meeting shall be held at the same time on the next business day thereafter.
• Section 3 – Special Meetings
Authorized Persons Who May Call. A special meeting of the members may be called at any time by any of the following: the Board of Directors, the President, or, for any lawful purpose, by twenty five (25%) percent or more of the members.
Meetings Called by Members. If a special meeting is called by members other than the President, the request shall be submitted by such members in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail to the President, or Vice President, of the corporation. The officer receiving the request shall cause notice to be promptly given to the members entitled to vote and the date for such meeting, which date shall be not less than 35 nor more than 90 days following the receipt of the request. If the notice is not given within the 20 days after receipt of the request, the persons requesting the meeting may give the notice. Nothing contained in this subsection shall be construed as limiting, fixing or affecting the time when a meeting of members may be held when the meeting is called by action of the Board of Directors.
• Section 4 – Notice of Members’ Meetings
General Notice Contents. All notices of meetings of members shall be sent or otherwise given not less than 10 or more than 90 days before the date of the meeting. The notice shall specify the place, date and hour of the meeting, and (i) in the case of a special meeting, the general nature of the business to be transacted; and no other business may in that case be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving the notice, intends to present for binding action by the members. Notice of Agenda Items. If action is proposed to be taken at any special meeting for approval of any proposal, the notice shall also state the general nature of the proposal. Member action on such items is invalid unless the notice or written waiver of notice states the general nature of the proposals).
Manner of Giving Notice. Notice of any meeting of members at which a vote is to be taken may be given either personally or by first-class mail, or other electronic communication, addressed to each member either at the address of that member appearing on the books of the corporation or the email address given by the member to the corporation for the purpose of notice. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or other means of electronic communication. Notice by other means of electronic communication may only be given to members who have consented to it in writing pursuant to California Corporations Code Section 20. Notice may also be given by a newsletter or similar publication sent to all members by the corporation. It must include all required notice information and be sent to the members by at least second class mail or its equivalent at least twenty (20) days prior to the meeting.
• Section 5 – Voting
Eligibility to Vote. Persons entitled to vote at any meeting of members shall be voting members in good standing. “Good Standing” is defined as being clear of all debt to the organization.
Manner of Casting Votes. Voting may be by voice or ballot. Cumulative voting shall not be permitted.Only Majority of Members Represented at a meeting is required, unless otherwise specified. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting, entitled to vote and voting on any matter shall be the act of the members, except as otherwise specified by law or these Bylaws.
• Section 6 – Waiver of Notice or Consent by Absent Members Written Waiver or Consent
The transactions of any meeting of members, either annual or special, however called or noticed, and whenever held, shall be as valid as though taken at a meeting duly held after regular call or notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual meeting of members. A quorum is defined as “10% of the membership.
• Section 7 – Action by Written Consent Without a Meeting
Any action that may be taken at any annual or special meeting of members may be taken without a meeting and without prior notice if written ballots are received from a number of members at least equal to the quorum applicable to a meeting of members. All such written ballots shall be filed with the Secretary of the corporation and maintained in the corporation records. All solicitations of ballots shall indicate the time by which the ballot must be returned to be counted.
• Section 8 – Record Date for Member Notice, Voting and Giving Consents
To Be Determined by Board of Directors. For the purposes of determining which members are entitled to receive notice of any meeting, to vote, or give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a “record date”, which shall not be more than sixty (60) nor fewer than ten (10) days before the date of any such meeting, nor more than sixty (60) days before mailing or soliciting ballots for action without a meeting. Only members of record on the date so fixed are entitled to notice, to vote, or to give consents, as the case may be, notwithstanding any transfer of any membership on the books of the corporation after the record date.Failure of Board to Determine Date/Record Date For Notices Or Voting. Unless fixed by the Board of Directors, the record date for determining those members entitled to receive notice of, or to vote at, a meeting of members, shall be the next business day preceding the day on which notice is given, or, if notice is waived, the next business day preceding the day on which the meeting is held. If notice is given more than fifty-nine (59) days prior to the meeting, then the record date for determining those members eligible to vote (but not to receive notice) shall be the sixtieth day prior to the date of the meeting.Record Date For Written Consent To Action Without Meeting. Unless fixed by the Board, the record date for determining those members entitled to vote by ballot on corporate action without a meeting shall be the next business day preceding the date on which the ballots are first mailed or solicited in writing. “Record Date” Means As Of The Close Of Business. For purposes of this paragraph, a person holding membership as of the close of business on the record date shall be deemed the member of record.
• Section 9 – Proxies
Right of members. Every member entitled to vote shall have the right to do so either in person or by one or more persons authorized by a written proxy, signed by the person and filed with the Secretary of the corporation Term. A validly executed proxy shall continue in full force and effect only for that meeting which the proxy specifies. No proxy shall be valid after the expiration of eleven (11) months from the date it was signed.
Revocability. A proxy may be revoked at any time by the member executing it by:
- a written revocation delivered to the Secretary of the corporation;
- execution of a later dated proxy; or
- appearance and voting by the member at the meeting in question.
• Section 10 – Multiple Memberships
If a membership stands of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, or otherwise, or if two or more persons (including proxy holders) have the same fiduciary relationship respecting the same membership, unless the Secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:
- if only one votes, such act binds all;
- if more than one votes, the act of the majority so voting binds all; or
- if a tie, the vote is cast to abstain.
• Section 11 – Associates
The corporation may refer to persons associated with it as “members” even though such persons are not members, within the meaning of Section 5056 of the California Nonprofit Corporation Law, and no such reference shall constitute anyone such a member.
ARTICLE VIII – NOMINATIONS, ELECTIONS, TERMS:
• Section 1 – Nominations
A nominating committee of seven (7) members and two (2) alternates shall be appointed before January. A chairperson shall be appointed by the committee, and will appoint two (2) tellers to assist at the Annual Meeting, if needed.
- The Nominating Committee shall meet and select a nominee for each elective office. Members will be notified of the report via email.
- Following the report of the Nominating Committee, nominations shall be invited from the floor at the Annual Membership Meeting the last Thursday of January. A nominee for an elected office must have been an ACTIVE MEMBER for at least one (1) year and have given his/her consent to serve and fulfill the duties of the office, if elected.
- Nominees for the office of President and First Vice-President must have served on a Board of Directors at least one (1) year.
- Length of Office
No member shall hold more than one (1) office at a time
• Section 2 – Election
- Officers shall be elected at the Annual Meeting.
- Voting shall be by ballot except when there is only one (1) nominee for an office, then voting may be viva voce (by voice). A majority vote shall elect.
- Two (2) tellers shall be appointed by the President prior to the Annual Meeting.
Article IX – DIRECTORS:
• Section 1 – Powers
General Corporate Powers. Subject to the provisions of the California Nonprofit corporation Law and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the members, the business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.
Specific Powers. Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:
Select and remove all chairmen/coordinators of the corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation, and with these Bylaws.
Designate any place within the jurisdiction of CRPD for the holding of any members’ meeting or meetings, including the annual meeting.
• Section 2 – Vacancies
Events causing Vacancy. A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of the following: (i) the death, resignation, or removal of any director, (ii) the declaration by resolution of the Board of Directors of a vacancy of the office of a director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under Sections 5230 et seq. of the California Nonprofit Corporation Law, (iii) the vote of the members to remove a director, with or without cause, or (iv) the failure of the members to elect the number of directors to be elected at a meeting for the election of directors.
Resignations. Except as provided in this paragraph, any director may resign, which resignation shall be effective on giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective. No director may resign when the corporation would then be left without a duly elected director or directors in charge of its affairs.
Removal of Directors.The members shall have summary power by vote to suspend, or to remove any member of the Board of Directors for conduct which in their opinion disturbs the order, dignity, business or harmony, or impairs the good name, popularity or prosperity of the organization, or which is likely, in its opinion, to endanger the welfare, interest or character of the organization, or for any conduct in violation of State or Federal law, these Bylaws, or of the rules and regulations of the Corporation which may be made from time to time. Such action by the members may be taken at any meeting of the members upon the initiative of any member or member of the board. The proceedings of the members in such matter shall be final and conclusive.
• Section 3 – Place of Meetings, Meetings by Telephone
Regular meetings of the Board of Directors may be held at any place within the jurisdiction of CRPD that has been designated from time to time by resolution of the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the Board shall be held at any place within the jurisdiction of CRPD that has been designated in the notice of the meeting or, if not stated in the notice, or if there is no notice, at the principal executive office of the corporation. Notwithstanding the above provisions of this Section 4, a regular or special meeting of the Board of Directors may be held at any place consented to in writing by all the Board members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all the directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at such meeting. Participation in a meeting through use of electronic video screen communication or other communications equipment, other than conference telephone, pursuant to this subdivision constitutes presence in person at that meeting if all of the following apply:
- Each member participating in the meeting can communicate with all of the other members concurrently.
- Each member is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.
- Each member participating has consented in writing to electronic communications to and from the corporation.
The corporation adopts and implements some means of verifying both of the following:
- A person participating in the meeting is a director or other person entitled to participate in the board meeting.
- All actions of, or votes by, the board are taken or cast only by the directors and not by persons who are not directors.
• Section 4 – Regular Meetings
Annual Meeting. Immediately following each annual meeting of the members, the board of directors shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business. Notice of this meeting shall not be required.
Other Regular Meetings. Other regular meetings of the Board of Directors may be held at such days and times as the Board of Directors may from time to time designate; provided, however, should said day fall upon a legal holiday, then said meeting shall be held at said time on the next business day thereafter.
• Section 5 – Special Meetings
Authority to call. The President, or any Vice President, the Secretary, or any two directors may call special meetings of the Board of Directors for any purpose at any time.
Manner of Giving. Notice of the time and place of special meetings shall be given to each director by one of the following methods:
- by personal delivery or written notice;
- by first-class mail, postage paid;
- by telephone communication, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate such notice promptly to the director; or
- by other electronic means. These shall include but are not limited to voice messaging, facsimile, telegraph or, provided that the director has consented in writing to electronic communications from the corporation, electronic mail (email). All such notices shall be given or sent to the director’s address or telephone number as shown on the records of the corporation.
Notice Contents. The notice shall state the time and place for the meeting. However, it need not specify the purpose of meeting, or the place of the meeting, if it is to be held at the principal executive office of the corporation.
• Section 6 – Quorum
A majority of the actual number of Officers, but not less than two or one-fifth of the authorized number, whichever is greater, shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article VI. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Nonprofit corporation Law, especially those provisions relating to
- approval of contracts or transactions in which a director has a direct or indirect material financial interest,
- appointment of committees, and (iii) indemnification of directors.
Those actions require the approval of a majority of all serving directors and must be done in strict compliance with said Law. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.
• Section 7 – Manner of Acting
Except as provided in Section 7 above, the act of the majority of the directors present at a meeting that a quorum is present shall be the act of the directors.
• Section 8 – Newly Created Directorships and Vacancies
By Directors. Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason, except removal by the members, may be filled by a vote of a majority of the directors then in office, although less than a quorum exists. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.
By Members. The members may elect a director at any time to fill a vacancy not filled by the directors. Only the members may fill a vacancy created by removal of a director by the members.
• Section 9 – Waiver of Notice
The transactions of any meetings of the Board of Directors however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.
• Section 10 – Adjournment
A majority of the directors present, whether or not constituting a quorum may adjourn any meeting to another time and place.
• Section 11 – Notice of Adjournment:
Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than 24 hours, in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
• Section 12 – Action Without Meeting
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board, individually or collectively, consent in writing to that action, Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
Article X – EXECUTIVE BOARD POSITIONS AND DESCRIPTIONS:
The Officers shall serve as Directors:
President: The President sets goals for the Garden. The President signs all legal documents. The President supervises employees, volunteers and coordinates activities of the Garden. The President is the official representative for the Garden. The President presides over all Board and Membership Meetings.
Vice President: The Vice President takes over the office of President if that office is vacated for any reason. The Vice President also presides at meetings when the president is unable to attend or when the President must step down from the chair because he or she wishes to debate an issue. The Vice President also presides if the President is being censured or if a motion is being made that concerns only the President. The Vice President performs all other duties as assigned.
Secretary: The Secretary is responsible for keeping all the records of the organization on file, including the bylaws, standing rules, correspondence, and minutes. The Secretary keeps the bylaws and other governing documents up-to-date with any changes made through the amendment process. The Secretary takes minutes at all business, board, and membership meetings and will be sent via mail or email to all board members for corrections and approval. The Secretary presides at meetings in which the President and Vice President are absent or until the assembly elects a temporary chairman. Records and reports will be kept of the following:
- Meeting minutes
- Treasurer’s reports
- Membership list
- Material inventory
- Plot assignments
- Warnings, with reasons
- Notices of termination of membership, with reasons
Treasurer: The Treasurer’s duties include: receiving and depositing dues weekly into the organizations bank account; paying the organization’s bills upon receipt; giving a report at the meetings; keeping records that will allow a committee to audit the books at the end of the fiscal year; balancing and reconciling the checking account monthly. The Treasurer presides at meetings in which the President, Vice President, and Secretary are absent or until the assembly elects a temporary chairman.
Plot Manager: It is the Plot Manager’s duty to: assign garden plots to potential members; issue warnings; keep the Board informed of problems which have the potential to disrupt the smooth operation of the Las Flores Community Garden. The Plot Manager supervises the Board appointed Section Managers and the Board appointed Project Coordinator.
ARTICLE XI – CONSTRUCTION AND DEFINITIONS:
Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, and the plural number includes the singular, and the term “person” includes both the corporation and a natural person.
ARTICLE XII – AMMENDMENTS:
The Bylaws and Standing Rules may be amended at any Membership Meeting, subject to ratification of the amendments by the Board of Directors Revised 10/15
LFCG “Procedure for Planting Your Seeds” Guidelines