Constitution & Bylaws



San Francisco Professional Gardeners' Association, Inc.

Constitution and Bylaws

October 2001

Approved October 2001

Table of Contents



Constitution

Article I - Name

Section 1. Name

Article II - Objectives and Strategy

Section 1. Public Relations

Section 2. Education

Section 3. Standards and Status

Section 4. Upgrading the profession

Section 5. Code of Ethics

Article III - Membership

Section 1. Types of Membership

Section 2. Regular

Section 3. Corporate

Section 4. Senior

Section 5. Student

Section 6. Honorary

Article IV - Officers

Section 1. List of Officers

Section 2. Term of Office

Section 3. Term Directors

Section 4. Qualifications for Office

Article V - Exhibits

Section 1. Participation

Bylaws

Article I - Acceptance of Members

Section 1. Prospective Members

Section 2. Regular benefits

Section 3. Corporate benefits

Section 4. PGFNC privileges

Section 5. Senior benefits

Section 6. Student benefits

Article II - Duties of Officers

Section 1. The President

Section 2. Vice-president

Section 3. Chairman Pro Tem

Section 4. Secretary

Section 5. Treasurer

Section 6. Directors

Section 7. PGFNC Delegates

Section 8. Education Chairperson

Article III - Voting and Quorum

Section 1. Who may Vote

Section 2. Quorum

Article IV - Election and Vacancies

Section 1. Nominations

Section 2. Election

Section 3. Vacancy by absenteeism

Section 4. Special Elections

Article V - Committees

Section 1. Committee Officers

Section 2. Ex-officio Member

Article VI - Meetings

Section 1. Regular meetings

Section 2. Place

Section 3. Special Meetings

Article VII - Dues and Fees

Section 1. Dues

Section 2. Special Considerations

Article VIII - Parliamentary Authority

Section 1. Robert's Rules of Order

Article IX - Amendments

Section 1. Constitution and Bylaws Committee

Section 2. Submission and Review of Addendum

Section 3. Schedule and Type of Reprints

Article X - Rights and Duties of Members

Section 1. Unprofessional Conduct

Section 2. Member
Powers

Addendum and Amendments

Glossary of Terms

Resolutions and Administrative Code/Rules of Operation

Resolution I. Fellowship

Resolution II. Cooperative Garden

Resolution III. Cooperative library

Resolution IV. Web Site

Resolution V. Meeting Schedule

Resolution VI. Death of a member or spouse

Resolution VII. Mutual Aid

Resolution VIII. Standing Committees



Constitution

Article I - Name

Section 1.

The name of this organization is San Francisco Professional Gardeners' Association, a corporation.

Article II - Objectives and Strategy

Section 1. (Public Relations)

To promote a greater interest in gardening by making the public aware of the true value of organized landscaping and garden maintenance and how a maintained landscape will soften the urban life that is required by today's needs. This can be fulfilled through the media of advertising, lecturing to civic organizations, taking part in community service projects and the attitude of each member toward his or her clients and each other.

Section 2. (Education)

To develop better professional gardeners by offering educational materials that are accepted standards and/or newly found materials. To inform all members of progressive methods that have been exposed by educational institutions and commercial organizations as well as new materials that are offered by the commercial trade. Make the public aware of the professional status acquired which in turn will benefit the public.

Section 3. (Standards and Status)

To improve the standards and status of the gardening profession. To be respected as professionals as well as knowledgeable persons in the profession of horticulture. We must realize that our business, like any other, must be conducted in a fair and honest manner and must in turn expect a fairness from the public and business world alike. A code of ethics is a guide for positive professional behaviour.

Section 4. (Upgrading the profession)

To inform our members and prospective members of the ideals of our honored profession and to the constitution as the assembly finds necessary. Members should present themselves in a professional manner at all times.



Section 5. (Code of Ethics)

SFPGA Code of Ethics

1.
I will conduct myself in a fair and honorable manner in my relationships with my clients and with allied landscaping professionals.

2.
I will uphold all laws and regulations pertaining to the landscaping industry.

3.
I pledge to place service above profit, the honor and standing of the profession before personal advantage, and public welfare above all other considerations.

4.
I will work to increase my knowledge and ability, in order to achieve the highest standards for my profession.

5.
I agree not to solicit a job held by a member without expressed or implied consent.

6.
I will report to the SFPGA all action of others engaged in gardening or landscaping for hire that I consider to be improper.

7.
I understand that I may use the seal, name or acronym of the SFPGA only while an active member.

Article III - Membership

Section 1. (Types of Membership)

Membership shall be divided into the classes of Regular, Corporate, Senior, Student and Honorary.

Section 2. (Regular)

Regular members shall constitute those who are actively engaged in the gardening profession or a related field involving horticulture. Regular members may vote and/or hold office.

Section 3. (Corporate)

Corporate members are those organizations directly involved in horticulture. Corporate members are entitled to those benefits that the assembly shall designate.

Section 4. (Senior)

A Senior member is any person who is 62 years of age or older. Senior members are entitled to those benefits that the assembly shall designate.

Section 5. (Student)

Student members shall include any person who is attending school. A Student members are entitled to those benefits that the assembly shall designate.

Section 6. (Honorary)

Honorary members shall be any person rendering a special service to the Association and are voted as such by the assembly.They may also be considered for rendering a special service to the field of Horticulture. Honorary members shall not vote or hold office.

Article IV. - Officers

Section 1. (List of Officers)

The Association shall have the following officers:President, Vice-president, Secretary, Treasurer, and Three Directors, all of whom shall serve without compensation except as may be provided by special resolution of the Association. The Association may add or remove additional officers by resolution but must retain the core officers as listed.

Section 2. (Officers Term of Office)

All officers shall be elected annually and shall hold office until their successor is elected and qualified.

Section 3. (Directors Term of Office)

The Directors shall be elected as follows:First for three years, Second for two years, and Third for one year, thereafter a Director shall be elected each year for a three year term.

Section 4. (Qualifications for Office)

Any regular, corporate or senior member in good standing may be nominated for any office.



Article V - Exhibits:

Section 1. (Participation in)

This Association may participate in any garden show, exhibition, etc., as decided by the members. The exhibit committee shall be responsible for all reimbursements of supplies and expenses, entailed in participation, as they see fit.

Bylaws

Article I - Acceptance of Members

Section 1. (Prospective Members)

The committee shall not exclude any member by reason of sex, race, ethnicity, creed, color, sexual orientation, disability, religious or political affiliation or as otherwise defined by law. A prospective member shall submit a written application with applicable dues and fees. The applicant must indicate his/her qualifications for the type of membership sought.A signed and dated copy of the Code of Ethics must accompany the application. The officers or their designees shall review the application and affirm, modify, or reject the type of membership sought.

Section 2. (Benefits)

Benefits shall be as defined by the Association for its members.

Section 3. (PGFNC privileges)

All regular members in good standing are members of and shall have the privileges of the Professional Gardeners' Federation of Northern California.

Article II - Duties of Officers

Section 1. (The President)

The President or his/her designee shall preside at all meetings of the Association and shall enforce the rules of the Constitution and Bylaws. The President shall act as an Ex-officio member on all committees and shall have an advisory voice but not vote, except s/he shall cast the deciding vote in the case of a tie. When the president is an elected member of any committee or board, s/he then shall have the power to vote. The President or his/her designee shall be required to act as installation officer and install all officers for the ensuing year.

Section 2. (Vice-president)

The Vice-president shall preside in the absence of the president. S/He shall assist the president at all times to enforce the rules, and in matters pertaining to the welfare of the Association. S/He shall take the chair whenever the president takes part in a discussion.

Section 3. (Chairman Pro Tem)

In the absence of both president and vice-president any active member in good standing may be elected Chairman Pro Tem by a majority of all members present. The secretary shall call the meeting to order and preside until a chairman Pro Tem is elected.

Section 4. (Secretary)

The secretary shall keep a record of all proceedings of every regular meeting and any special meetings. S/He shall preserve all books and papers, records and other things pertaining to the Association in his possession, the same to be delivered in proper condition to his successor. S/He shall keep record of all committees, and shall attend to all correspondence of the Association. A copy of all records are to be archived with the Historian.

Section 5. (Treasurer)

The treasurer shall be responsible for the collection and dispersal of all funds for the Association. S/he shall comply with all government and bank reporting requirements. S/he shall provide financial reports as required by the assembly, at least quarterly.S/he shall comply with organization requirements for management of funds. The treasurer shall deliver in good condition to his successor all property of the Association in his possession.

Section 6. (Directors)

The directors shall examine all books, accounts and records of all officers of the Association. They shall keep an inventory of all property belonging to the Association. They constitute the audit committee and shall review all financial documents at least once per year. They shall render an annual report at the January meeting of each year and may be called upon to render a general report at any meeting.



Section 7. (Professional Gardeners' Federation of N. CA, Delegates)

Two official delegates shall be appointed by the president to the Professional Gardeners' Federation. They shall attend all general meetings of the federation and nominate any member to office of the federation as they deem fit.They shall represent the Association at the federation meetings and shall be accompanied by the president.Travel expenses shall be reimbursed for the meetings as rated by current standards.

Section 8. (Education Chairperson)

The education chairperson shall be appointed by the president. S/He shall preside at all education meetings and arrange speakers or lectures for each meeting.The education chairperson shall be familiar with securing continuing education credits requisite with industry standards.

Article III. - Voting and Quorum

Section 1. (Who may Vote)

Regular, Senior and Corporate members in good standing shall be entitled to vote. Method of taking the vote shall be at the discretion of the president, except the cases specifically provided for in the Constitution or Bylaws.Corporate members are entitled to one vote except as otherwise decided by the assembly.

Section 2. (Quorum)

To legally transact business, it shall be necessary that enough members in good standing to fill the chairs shall constitute a quorum at any regular meeting.

Article IV. - Election and Vacancies

Section 1. (Nominations)

All officers except the board of directors shall be elected for a term of one year. Nominations of candidates shall be opened at the September meeting and shall be closed at the October meeting prior to voting, at which meetings any member eligible to vote shall have the right to make nominations from the floor.

Section 2(Election)

Election of officers shall be held at the October meeting. Voting shall be by acclamation of a quorum being present. Installation of officers shall be held at the January meeting of each year.Term of office shall be from the beginning of the January meeting until the following January.

Section 3. (Vacancy by absenteeism)

Should any officer absent himself or herself without valid excuse from three consecutive meetings, his office shall be declared vacant for the unexpired term.

Section 4. (Special Elections)

If any office becomes vacant before the end of the term, the president shall call a special election to elect a successor for the unexpired portion of the term. All members are to be notified beforehand.

Article V - Committees

Section 1. (Appointment)

Any committee that the members of the Association may deem necessary shall be appointed by the president.

Section 2. (Committee Officers)

Every committee appointed shall elect a chairman and secretary from its own members and shall make its report to the assembly.

Section 3. (Ex-officio Member)

The president shall be notified of all meetings.If the president is unable to attend any committee meeting s/he shall notify the vice-president, so that s/he may attend and act for the president.

Article VI - Meetings

Section 1. (Regular meetings)

The Association shall hold regular meetings to be published in the newsletter and/or electronically. The executive officers shall hold periodic posted meetings These shall be considered open meetings to all members of the Association with notice to any officer forty-eight hours in advance.



Section 2. (Place)

The place of meeting shall be in San Francisco or the immediate area.

Section 3. (Special Meetings)

Special meetings may be called by the president at any time when important business is to be transacted. All members to be notified forty-eight hours in advance of said meeting.

Article VII. - Dues and Fees

Section 1. (Dues)

The dues of this Association shall be set periodically for all categories of membership by resolution of the Board and posted in the newsletter and/or electronically. Dues for the full year should be received by January 1st, and are considered delinquent after February 15th. Member privileges are not available to delinquent members.

Section 2. (Special Consideration)

The president, treasurer, and secretary shall not be required to pay dues during their term of office.

Article VIII - Parliamentary Authority

Section 1. (Robert's Rules of Order)

The rules contained in the current Robert's Rules of Order shall govern the Association in all cases to which they are applicable, and in which they are not inconsistent with the Bylaws or special rules of the Association.

Article IX - Amendments

Section 1. (Constitution and Bylaws Committee)

The Constitution and Bylaws shall be updated every five years by the Constitution and Bylaws
Committee after comment and approval of the membership.< A two-thirds majority of the members present at the announced Constitution and Bylaws General Meeting is needed to pass amendments. Interim Resolutions or Addendum may be used to bridge the intervals between review and update of the Constitution and Bylaws. These Resolutions/Addendum must be passed by a two-thirds majority of the members present at properly posted meetings, and any such resolutions shall be posted to our Web Site and in the minutes of the meeting. Printed copies will be produced upon request, once annually.

Section 2. Submission and Review of Amendments

Proposed Amendments to the Constitution and Bylaws may be submitted in writing at any regular meeting to a member of the Constitution and Bylaws Committee.The proposed amendment shall be posted to our Web Site and noted in the newsletter. A printed copy will be made available to each member in good standing upon request. An opportunity for discussion at two consecutive general meetings shall be provided.After the second discussion session, a vote shall be taken on that amendment after which it/they shall become law by a two-thirds vote of the members present. Minor changes in wording of the proposed amendment is permissible without repeating (extending) discussions or reprints when such changes clarify the intent of the amendment but do not substantially change the initial intent or thrust of the amendment. Major changes in the proposed amendment shall be treated as a newly proposed amendment unless:

1. During the first meeting that discussion takes place, a two-thirds majority of the members present votes to have the new wording incorporated

2. And/or during the second discussion such wording is voted into the text of the amendment by a two-thirds majority of the members present and the amendment passes as amended by the same margin.

Section 3.Schedule and Type of Reprints

Changes to the Constitution and Bylaws shall be posted to our Web Site.

Hard-copy reprints are available on request by active members during January and February each year.

Article X - Rights and Duties of Members

Section 1. (Unprofessional Conduct)

Any member charged with unprofessional conduct which reflects upon this organization, or disregards and violates the Constitution and Bylaws, or any precept of the Association shall be brought before an investigation committee composed of the president and Board of Directors.They shall have the power to recommend action to be taken by the Association, against said member.A two thirds vote, by ballot, a quorum voting, shall be necessary for expulsion.



Section 2. (Member powers)

All powers and functions not expressly provided for in these Bylaws are reserved for the membership at large.



Addendum and Amendments to the Constitution & Bylaws after January 2002

Glossary

Glossary of Terms

.
Assembly = Officers, Directors, and Members present during the business meeting.

.
Board of Directors = Are the Officers and Elected Directors charged with the management of the SFPGA.

.
Chairman Pro Tem = Is a temporary chairperson who may be appointed and/or elected depending on circumstance to fill in for the president or vice-president for the purposes of running a particular meeting that neither can attend or must leave early.

.
Corporate Member = Corporate members are those organizations directly involved in horticulture, i.e. landscape companies, municipal organizations, schools, suppliers, etc..

.
Designee = One who is assigned to assume a task or responsibility

.
Directors = Officers of the Association that are elected for three year terms, providing long term guidance and financial oversight.

.
Ex-officio member = The president by virtue of holding office is a member of all committees.

.
Officers = The annually elected representatives of the Association (President, VP, Treasurer, Secretary, etc.)

.
PGFNC = Professional Gardeners' Federation of Northern California a Federation of Professional Gardening Associations from Fresno to Oregon.

.
Quorum = Enough to fill the seats or offices, i.e. 7 members (president, VP, Treasurer, Secretary, & 3 directors at a regular or properly called meeting

.
Regular Member = One who is working as a gardener or related field.

.
Senior Member = A member who is 62 years or older.

.
Student Member = A member who is taking classes in the field of horticulture.

Resolutions and Administrative Code/Rules of Operation Last revised 9-2001

Resolution I. Fellowship

Resolution II. Cooperative Garden

Resolution III. Cooperative library

Resolution IV. Web Site

Resolution V. Meeting
Schedule

Resolution VI. Death of a member or spouse

Resolution VII. Mutual Aid

Resolution VIII. Standing Committees

Resolution I.
Fellowship

Fellowship: 6-20-1974 enacted; last revised 5-17-2001

Our Association working through CCSF Horticulture Department will take application from any student seeking part-time work with any of our members interested in a helper. We will set up a committee of our members to sit as an interview panel; they will draw up a list of questions and performance tasks that each student applicant must complete before the fellowship is awarded. The Association will pay the fellowship recipient(s) an amount to be determined by the board upon completion of the specified term of the program. The purpose is to acquaint O.H. Department students with the Professional Gardeners and our broad field of work.

Resolution II.Cooperative Garden

Date enacted = 1998

Statement of Purpose: To work closely with the CCSF Horticulture department to provide and sustain an area of the departments grounds for the express purposes of

1.
Interacting with OH Classes - working with professionals

2.
Plant ID Collection - Labeling & Collection Development

3.
Construction/Renovation of hardscapes

4.
Demonstration of Industry Techniques

Resolution III.Cooperative Library

Date enacted 2-2000

Statement of Purpose: Provide a Research/Reference Library at the OH Department &/or CCSF Library.

1.
Replace & augment materials lost during a department fire in the 1990's

2.
Recycle Reference Materials for Others to learn from as our libraries change.

3.
Potentially help in developing funding for a Librarian/student to manage and oversee the Libraries Use.

Resolution IV. Web Site

Date enacted 3-15-2001

Statement of Purpose: To provide information to a wider audience and our members for the purposes of:

1.
Promoting the SFPGA

2.
Providing access to our organization

3.
Promoting our sponsors

4.
Create links to information helpful to our members.

5.
Increase our communication networking with ourselves and others.

Resolution V. Meeting Schedule: Last revised 3-2001

The meeting schedule and place will be set by the executive board and announced to
the members through the newsletter and at meetings and/or electronically.

Current meeting schedule is:

Once per month on the third Thursday except July and December.

Board Meeting - TBA as needed.

Education Meeting - 7 to 9:00 P.M.

General Business Meeting 9:00 to 10:00 P.M.



Resolution VI. (Death of a Member)

Date enacted 1991

In case of death of a member or member's spouse or life partner, the Association will contribute twenty-five dollars to the San Francisco Gardeners' Association Fellowship fund, known as the Harry Nelson Fellowship, in memory of the person who has passed on.

Resolution VII. (Mutual Aid)

Date enacted 10-1-1960

Statement of Purpose: To institute a program similar to that of the Long Beach Gardeners' Association (4-1-1956), to provide:

1. Emergency assistance to members unable to service their accounts because of injury or illness.

2. Minimal maintenance at the same rates charge by the member being helped.

3. Divide coverage for up to one month, giving the member being helped time enough to make more permanent arrangements.

Dedication

Strategy for sustainable funding and development

Resolution VIII. (Standing Committees) as of 9-2001

1. Co-op Garden

2. Co-op Library

3. Education

4. Fellowship

5. Newsletter

6. Public Relations

7. Urban Pesticide Committee

8. San Francisco Tree Summit

9. Sutro Forest Open Space

10. Constitution and Bylaws

11. Membership