Revised March 4, 2016

Carlsbad Garden Club By-laws

Section 1 Name: The name of this organization shall be the Carlsbad Garden Club (Club).

Section 2         Purpose and Mission Statement: The primary objectives, purposes, and mission of this Club shall be to advance the knowledge, enjoyment, science, and practice of gardening in the Carlsbad community.  This includes, but is not limited to:  education; events; providing scholarships and financial assistance for instruction and public education relevant to gardening; and such other activities as approved by the Board of Directors and the membership.

Section 3        Principal Office and Address:  The principal office of the Club for the transaction of its business shall be located in the residence of the president of the Club in the County of San Diego, State of California.  At the election of a new president, that president’s residence shall become the principal office.  The Board of Directors may change the principal office to another, and such changes shall not be deemed an amendment of the By-laws.

Section 4        Membership and Dues: Membership shall be open to all persons interested in gardening and civic beautification.  There shall be no limit to the number of members in the Club.  Only those members whose dues are current shall be entitled to vote at the annual election.  Lifetime Members shall be exempt from payment of dues but shall retain voting rights.

Honorary Members are those individuals who were members of the Club prior to the year 2000 who had been designated in the past as Honorary Members for their extraordinary contributions to the Club.

A Lifetime Member is a member in good standing:

  1. For at least the previous ten (10) years;
  2. Who has held executive office; and
  3. Who has devoted extraordinary efforts of time and energy or money for the betterment of the Club.

The nomination for Lifetime Membership shall come from the Board of Directors and shall be announced at a regularly noticed meeting of the general membership.  Lifetime Members shall be approved by a quorum of the Board members present at a duly noticed meeting and from that group of nominees, one shall be chosen by the current Club president.

Friends of the Carlsbad Garden Club is defined as those individuals who were not members of the Club but who have provided a service, made a contribution to the Club in the form of a very large financial donation, or generously allowed the Club to use their garden as part of the annual garden tour.  This designation does not include voting privileges but does include membership for the following year.  The Friends are invited to the luncheon following the annual garden tour and August Garden Party.

Annual Dues shall be Thirty Dollars ($30.00) due by June 1of each year.  This amount may be changed from time to time by the Board of Directors, with the approval of the membership, at a regularly scheduled meeting.  Members joining after December 31of each year shall pay one-half (1/2) of the annual dues.

Section 5      Membership Meetings: There shall be one (1) meeting a month from September through June of each year which shall be held on the first Friday of the month.  The annual meeting shall be held in May for the purpose of installation of officers for the following Club year.  At the September regular meeting, the proposed budget for the fiscal year of the Club shall be provided to the members.  Approval of the budget shall be by a quorum of those members present.  The Board of Directors, upon one (1) month’s prior notice to the membership, may change the month of the annual meeting from May to June.  A quorum of the Club shall consist of fifty-one percent (51%) of the voting members of the Club in attendance at duly noticed and regularly held meetings.  Special meetings may be called by the president and/or two (2) members of the Board of Directors who shall first give a minimum of twenty-four (24) hours notice of such special meeting to all of the membership.  The time and place of the special meeting shall be determined by the person(s) calling such meeting.

Section 6 The Officers and Board of Directors: The Club shall have five (5) officers who shall be the President, Vice-President, Secretary, Treasurer, and Parliamentarian.  The officers and directors shall serve but are not limited to a term of one (1) year.  The duties of the officers are set forth in the attached Addendum A.

Chairpersons of the Standing Committees shall also be members of the Board.  The names of the Standing Committees are set forth in Addendum B attached.  A quorum of the Board shall consist of fifty-one percent (51%) of the Board.  No business shall take place unless there is a quorum present.  Officers and directors shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.  No officer or director shall be compensated for service to the Club.

The directors shall not be personally liable for the debts, liabilities, or other obligations of the Club.  The Club shall maintain insurance policies as necessary to comply with this provision.  Vacancies of the elected officers and/or the Board of Directors may be filled by the Board of Directors.  Vacancies may also be filled by a quorum of the members of the Club attending a duly held meeting of the Club if the Board has not previously filled the vacancy.

Section 7     Meetings of the Board of Directors: The Board of Directors shall meet as often as necessary to conduct the business of the Club, but no less than three (3) times a fiscal year.  The president shall give at least two (2) days advanced notice of the date and place of the meetings either in writing by U.S. Postal Mail, by e-mail, by telephone, and/or at a regularly scheduled Club meeting.  The membership shall be encouraged to attend and to express an opinion.  In addition, there shall be one joint meeting of the existing Board of Directors and the newly-elected successors to be held as soon as practical after the election of Board members so as to provide the newly-elected individuals with data, records and information relating to their respective duties and activities.  Minutes of the Board meetings shall be taken and shall be available to the membership.

Section 8     Indemnification of Directors, Officers, Employees and Agents: If a director, officer, employee or other agent of this Club is successful on the merits defending any civil, criminal, administrative or investigative proceeding relating to that person’s action on behalf of the Club and/or defense of any claim, issue or matter, such person shall be indemnified against expenses actually and reasonably incurred in connection with the proceeding.  If such person settles or sustains a judgment against that person, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred shall be provided by the Club to the extent allowed by and in accord with Section 5238 of the California Nonprofit Public Benefit Club Law or its successor.  The Club shall maintain insurance policies as necessary to comply with this provision.

Section 9        Expenditures:  Expenditures, including but not limited to charitable donations, in excess of One Hundred Dollars and No Cents ($100.00), other than those which are normal operating expenses as set forth in the approved annual budget, shall require a majority vote of the members of the Club at a regularly noticed meeting.  In the event of an emergency, the majority of the Board of Directors may approve such expenditure.

Section 10 Amendment of By-laws: Subject to the provision of the Public Benefit Non Profit Corporations Law or its successors, these Bylaws may be amended, revised, altered, or repealed upon specific one (1) month’s prior notice to the membership that there will be a vote at the next meeting to amend, revise, and/or alter the By-laws.  A quorum of members attending the duly-noticed meeting shall be required.

Section 11 Parliamentary Authority: Roberts Rules of Order, as revised, shall govern all meetings in all cases which are not governed by the By-laws.

Section 12 Nominating Committee, Elections, and Installation: The Nominating Committee shall consist of three (3) members of the Club.  The Committee shall prepare a list of candidates whose names shall be presented at the February meeting.  Nominations from them shall be accepted.  Voting shall take place at the April meeting.  If there is more than one (1) candidate for office, a quorum of those present at the April meeting shall elect.  The installation of the new officers and directors shall be held at the June meeting, although their term of office commences July 1.

Section 13 Requirements To Be Exempt As An Organization Described In Section 501(C) of The Internal Revenue Code: Said organization is organized exclusively for charitable, educational, or scientific purposes, including for such purposes as the making of distributions to organizations that qualify under Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future Federal Tax Code.

No part of the net earnings of the organization shall inure to the benefit of or be distributable to its members, trustees, officers or other private persons; except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.

No substantial part of the activities of the organization shall be the carrying on of propaganda or otherwise attempting to influence legislation; and the organization shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

Notwithstanding any other provisions of these articles, the organization shall not carry on any other activities not permitted to be carried on by (a) an organization exempt from Federal Income Tax under Section 501(c)(3) if the Internal Revenue Code or the corresponding section of any future Federal Tax Code or (b) by any organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code.

Upon dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future Federal Tax Code or shall be distributed to a State or Local Government for a public purpose.  Any such assets not so disposed of shall be disposed in of by a Court of Competent Jurisdiction of the County in which the principle office of the organizations then located exclusively for such purposes or to such organizations or organization which are organized and operated exclusively for such purposes.

Consent of Officers Adopting These By-laws: We, the undersigned are all the officers of the Carlsbad Garden Club, a California nonprofit club, and pursuant to the authority granted by a vote of the membership of the Club at a duly-noticed meeting consent to and adopt the foregoing By-Laws including the Addendums as the By-laws of this Club.

Dated: March 4, 2016                                                  _

Susan Osmanski, President

Stevie Hall, Vice President

Chris Marois, Secretary

Fran Whitton, Treasurer

Anne Smith, Parliamentarian

Addendum A

To By-laws of the Carlsbad Garden Club

The President is the Chief Executive Officer and shall supervise the Club, preside at all meetings of the members, execute contracts, checks and other instruments authorized by the Board of Directors, be an ex-officio member of all standing committees, attend all meetings of the Palomar District at the expense of the Carlsbad Garden Club, maintain a “President’s Book” to include records of the activities of the Club and  accomplishments, awards, copies of the Treasurer’s and Membership’s reports that shall be provided to the incoming president for his/her aid and thereafter to be given to the Carlsbad Historical Society situated in the Carlsbad Cole Library.

The Vice President shall perform all duties of the president when that person is unavailable or unable
to do so.  The Vice President shall determine programs and speakers for the general meetings for the year, provide a list of programs and speakers to the President and Directory Chair, confirm with the speakers in advance to ensure their presence and equipment necessary for the program, send thank you notes to the speakers, inform the treasurer of the costs of the programs to assist with budget planning and ensure payment of speakers’ fees, coordinate with the Discovery chair to ensure no duplication.  A speakers list can be obtained from the Palomar District.  The Vice President should maintain records of events and provide same to the incoming vice president.

The Secretary shall maintain a copy of the By-laws, maintain a book of minutes of all meetings of the members and directors of the Club including motions which are passed or rejected, be custodian of the Club records and maintain a hard copy of correspondence and the membership roster updated as members join or leave, be responsible for all correspondence, and present minutes of the prior meeting of the Club to the members, either verbally and/or by e-mail.

The Treasurer shall have charge and custody and be responsible for all funds, deposit same in the Club bank account, which account shall be selected by the Board of Directors, maintain an accurate account of the Club income and disbursements, contact members who are delinquent in dues payment, disburse funds as directed by the Board of Directors and/or the membership at a regularly scheduled membership meeting, maintain a list of dues-paying Club members and provide same to the secretary, send quarterly dues based upon the number of Club members at the time of payment, including Honorary/Lifetime members, to the Palomar District and the California Garden Clubs, Inc. (the dollar amount of dues per member is determined by those organizations), pay the annual contribution to the Agua Hedionda Lagoon Foundation, obtain an application from the California Garden Clubs, Inc. for liability insurance for the members based upon the number of members and ensure the amount due is paid prior to January 1 so as not to incur a late fee or possible loss of coverage, obtain an application from McDaniel Insurance on line for the insurance coverage protecting directors and officers and  pay same when due by February 1, pay the annual rental for the post office box, send California Garden Clubs, Inc. an application to ensure this Club’s non-profit status is maintained, on a semi-annual basis, prepare the registration form with the California Secretary of State and pay the fee, obtain a list of the title owners of the properties to be shown on the annual garden tour and obtain liability insurance for each one no later than four (4) weeks prior to the date of the tour, pay all grants and scholarships as determined by the Board of Directors and/or approved by the membership at a regularly scheduled meeting.

The duties of the Parliamentarian shall include monitoring each meeting of the Club to advise and ensure that all such meetings are conducted in accordance with the By-laws of the Club and Robert Rules of Informal Order.  The By-laws shall be reviewed on an annual basis and the Parliamentarian shall organize a committee to conduct the review and/or make suggestions for amendments and/or deletions.  The report shall be presented at a Board of Directors meeting for their review and/or approval.  If changes are recommended, these changes shall be presented to the membership at a duly noticed meeting for their approval.



Addendum B


To By-laws of the Carlsbad Garden Club

Ad Hoc

  • Legal issues


  • Inventory


  • Directory
  • Publicity
  • Sunshine
  • Website

Community Projects:

  • Agua Hedionda Lagoon Foundation (AHLF)
  • Petals for Patriots (P4P)
  • Hospice of the North County


  • Pennies for Pines
  • Scholarships (Grants)
  • Mira Costa College Scholarship
  • Finance
  • Auditor


  • Historian


  • Discovery Group
  • District Delegate


  • Decorations
  • Facilities/General Meeting
  • Horticulture
  • Membership
  • Library Plant Sales
  • Refreshments
  • Exchange Table
  • Garden Tours