BYLAWS

HEADWATERS MASTER GARDENERS ASSOCIATION


ARTICLE I

NAME AND PREAMBLE

Section 1:  The Headwaters Master Gardeners Association (usually referred to herein as the HMGA) is a nonprofit service organization and will not operate in any manner that would result in financial gain or profit to the club nor any of the members.

Section 2:  The HMGA shall maintain a post office box.  All communications of the HMGA may be directed to this address.  The Treasurer shall be responsible for the establishment and maintenance of the post office box.  The address shall be changed upon the approval of the HMGA Executive Board.

ARTICLE II

PURPOSE

Section 1:  Headwaters Master Gardeners is a nonprofit volunteer organization whose membership is composed of master gardeners from Habersham, Rabun and White Counties who are trained in horticulture and related areas, and work under the direction of the UGA Extension Service.  Their mission is to educate others through horticultural programs and projects that benefit the community.  

Section 2:  The Purpose of the Headwaters Master Gardeners Association (HMGA) is to advance the horticultural education of its members and the public by promoting the knowledge, interest, appreciation and enjoyment of gardening by means of meetings, projects, activities, direct public interaction, and other media.

  1. To hold meetings, events and exhibitions in the furtherance of these purposes.

  2. To provide a forum whereby Master Gardeners may join in accomplishing the purposes herein stated.

  3. To engage in any lawful activity consistent with the public interest which will advance Master Gardener Volunteer activities.

  4. To have and exercise the powers conferred upon non-profit, tax exempt Corporations by the laws of the State of Georgia. 

Section 3:  A Project is generally a program that requires several Master Gardener Volunteers for its completion and may require monetary resources.  Projects are expected to have a clearly stated beginning and ending date and the commitment of the beneficiary to maintain the project at completion, unless it is agreed upon in advance to be an ongoing project.

A. All projects shall be presented to the Executive Board and membership for approval.  All proposals shall include projected costs and other resources.  All project proposals shall follow the approval and documentation procedures to gain “volunteer service hours” credit. 

B. No project shall be endorsed or supported by the HMGA without a volunteer Project Coordinator.  The Project Coordinator shall be responsible for supervising the activity of the project and will keep the Executive Board advised of the status of the on-going project.

C. The Project Coordinator shall report on the project to the general membership at the monthly meeting.

Section 4:  An activity is defined as any undertaking by one or several members of this organization which does not require the endorsement or sponsorship of the HMGA as an organization but contributes to the mission under Section II above.  Activities are generally short or recurring programs that involve Master Gardeners in public activities.

Section 5:  No substantial part of the activities of the HMGA shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the HMGA 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 provision of this Article and its Sections, the HMGA shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this organization

ARTICLE III

MEMBERSHIP

Section 1 – Membership Status Defined

A.  FULL MEMBERSHIP (Voting): Available to anyone who is a Certified Master Gardener completing the requirements of the University of Georgia or has met similar requirements of another state.  Proof of certification from an outside area must be provided to the local County extension Agent for approval after UGA requirements have been met.  Dues to Headwaters Master Gardener Association must be up to date in order to vote.  Members are eligible, and are encouraged, to serve on any committee of the HMGA.  Only members that have been certified for at least one full calendar year are eligible to hold an elected office. 

B.  INTERN MEMBERSHIP (non-voting):  Available to anyone who is attending or has successfully completed the University of Georgia Master Gardener Program, but is not certified – has not yet completed 50 hours of volunteer time to the Georgia Extension Office.  

Dues are waived for the first year after completion of the course. This is a one-year, non- voting and non-renewable membership to enable and to encourage participants to perform the required volunteer time to the Extension Service.  

Intern members are eligible, and are encouraged, to serve on any committee and to participate in any project, activity, or other function of the HMGA, but may not hold office.

C  FRIENDS OF THE MASTER GARDENERS (non-voting):  Individuals who are not master gardeners, but are interested in becoming one, may work with the group while waiting to take the master gardener course after first completing the screening process for Master Gardeners required by the Georgia Extension Service.

D. HONORARY MEMBERSHIP (non-voting):  Shall consist of individuals who are selected by the Executive Board and approved by the membership. They shall be non-voting and non-dues paying but may attend membership meetings and participate in HMGA activities.

Section 2 – Membership Dues Defined:

Membership shall be on a fiscal year basis, following the budget and new member cycles.  Dues are payable on or before the last day of August of the current year.  A continuing member paying dues after the last day of August shall be assessed a late fee.  Dues and late fees for the following fiscal year shall be set annually at the June meeting by vote of the membership.  Dues are non-refundable.

Interns who have been active for one year following completion of the Master Gardener certification course will pay dues on the same cycle.  Interns who have not met the certification requirement of logging 50 hours into MGLOG and/or completed the Risk Management training course will not be considered for full membership with voting privileges.

The Treasurer shall maintain the current membership list by type of membership to ascertain voting privileges. The membership list may be distributed to the members of the HMGA.  

Section 3:  Removal of a member.

The Executive Board shall have power to recommend removal of any member of HMGA for just cause.  Written notice of the meeting to consider removal shall be given to the member at least two weeks prior to the meeting. The notice of pending expulsion shall specifically state the nature of the charges and shall advise the member of his/her right to appear in person to defend himself/herself.  Notice of the meeting at which the removal is to be considered shall be provided to all active voting members at least two weeks prior to the meeting and shall contain the names(s) of the member(s) under consideration for removal and statement of charges.  A two-thirds vote in favor of removal by active members present is required for expulsion.

ARTICLE IV

OFFICERS AND EXECUTIVE BOARD

Section 1:  The Executive Board of the HMGA shall consist of: President, First Vice President, Second Vice President, Secretary, Treasurer, and immediate Past President. In the event any officer resigns or is unable to fulfill his/her term of office, the Executive Board shall appoint a member of the HMGA in good standing to fulfill said term of office.

Section 2:  All business of the HMGA shall be conducted by the Executive Board at a scheduled meeting of said Board. The Executive Board shall meet at least once during each calendar quarter. The President shall schedule the meeting and notify each member of the Board as to the time and location of the meeting at least five days prior to the date of the meeting. The County Agents shall also be notified and invited to all Executive Board meetings. The County Agents may serve as unbiased advisors/resource persons.  Board Meetings may be conducted by telephone conference or e-mail or other electronic medium.

Section 3:  Copies of Minutes of the Executive Board meeting shall be made available to any HMGA member requesting said minutes.

Section 4:  Two members appointed by the Executive Board shall audit the Treasurer’s records at or prior to the membership meeting in January, and the President shall report the results of the audit at the general membership meeting. A copy of the audit shall be available during the meeting for inspection by the members.

Section 5:  Terms of Office: Terms of Office:  HMGA officers shall serve a two-year term, and be eligible for re-election.  The term of office runs from January 1 to December 31 of the following year.

ARTICLE V

DUTIES OF OFFICERS

Section 1:  The President shall preside at all meetings of the HMGA and at all Executive Board meetings. The President shall coordinate with the officers and committee chairpersons all activities of the HMGA. The President of the HMGA is responsible for the timely filing of all reports, registrations, and licenses during his or her term of office as required by the laws of the State of Georgia, and the Master Gardener Extension Volunteer Program of the University of Georgia.

Section 2: The First Vice President shall assist the President in the operations of the HMGA and shall preside at all meetings in the absence of the President.  (See Section 1 above). The First Vice-President shall be responsible for co-ordination of any educational programs presented by the organization for the benefit of the community or the membership.  The First Vice-President shall, by October 31 during the second year of his/her term in office, review the Bylaws and make recommendations to the Executive Board for revisions as he/she deems appropriate.

Section 3: The Second Vice-President shall be responsible for working with ongoing fundraising efforts, as well as identifying new opportunities to increase donations.  The Second Vice-President will conduct outreach efforts focused on attracting and retaining membership.  

Section 4:  The Secretary shall capture minutes at all HMGA meetings (membership, executive and Board of Directors), distribute minutes for review and comment in a timely manner, and maintain approved minutes in digital form. The Secretary shall also be responsible for storing and backing up documents electronically in a secure, internet-based location that is accessible to the Executive Board members. 

Section 5:  The Treasurer shall collect all monies, pay all bills, and maintain a detailed record of the source and reimbursement of said funds. The source of any income to the HMGA shall be reported to the membership, and the disbursement of funds shall only be made upon the approval of the membership or the Executive Board. The Treasurer shall maintain the current active, dues-paying membership roster. The Treasurer shall chair the Budget Committee and track expenses against the budget throughout the year.

Section 6:  The immediate Past-President shall serve as an “ex-officio” member of the Executive Board and advisor to the President.


ARTICLE VI

THE GOVERNING BOARD OF DIRECTORS

Section 1:   The affairs of the corporation of the HMGA will be reviewed by a Board of Directors (BOD).  

Section 2:   Purpose:  To review projects and budgets as approved by the general membership.

Section 3:   The Board of Directors shall consist of the Executive Board of current President, Vice President, Secretary, Treasurer, Past President, and two other members of the general membership. appointed by the Executive Committee.

Section 4: Duties and Responsibilities of the BOD officers:

A. The President shall be Chair of the Board and shall preside at all Board meetings and perform other duties as associated with the office.  At the January membership meeting, the President shall present the President's Report, summarizing the achievements of the organization in the previous year and proposing goals for the new year. 

B. The Vice-President shall assume the duties of the Chair in the absence of the Chair.

C. The Secretary shall capture minutes at all HMGA meetings (membership, executive and Board of Directors), distribute minutes for review and comment in a timely manner, and maintain approved minutes in digital form. The Secretary shall also be responsible for storing and backing up documents electronically in a secure, internet-based location that is accessible to the Executive Board members.

D. Officers will serve on the BOD in tandem with and in the same capacity as their elected positions.  Non-officer members shall serve a term of two (2) years and may be reappointed for subsequent terms.

Section 5:  Meetings shall be held on a semi-annual basis (January and July), and may occur in person or via telephone conference, email, or other telecommunication media.  Special meetings may be held at any time when called by the Chair or majority of the BOD members.  Agendas shall be provided at least five (5) days in advance.  

Section 6: Voting - A majority of BOD members constitutes a quorum.   In the absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.  Passage of a motion requires a simple majority.

Section 7:  Changes or amendments to the By-Laws may be recommended by the BOD to the Executive Board and shall be subject to approval by the general membership.

Section 8:  The BOD may not appoint standing or ad hoc committees.

Section 9:  Conflict of Interest – Any member of the BOD who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the BOD, of such nature that is prevents or may prevent that member from acting on the matter in an impartial manner, shall offer to the BOD to voluntarily excuse him/herself and shall vacate his seat and refrain from discussion and voting on said item.

ARTICLE VII

MEETINGS

Section 1:  It shall be the policy of the HMGA to conduct regular membership meetings once a month, on the third Thursday. Meeting locations shall be announced at each meeting, recorded in the minutes and communicated to the membership prior to the next meeting. In extraordinary circumstances, the President may cancel a meeting or reschedule the time and location of a meeting by advance notice to the membership.

Section 2:  No HMGA business shall be conducted at a membership meeting unless a quorum is present. A quorum shall consist of fifteen per cent (15%) of the membership (as defined under “Full Membership” in Article III) including the President and/or the Vice President).

Section 3:  The agenda is set by the President for the monthly meeting. Members are encouraged to add to the agenda via the President prior to the meeting; however, additional items can and will be accepted at the close of the regular items on the agenda.

Section 4:  Regular Executive Board meetings shall be held in a manner provided for in the By-Laws.  A quorum of the Executive Board must be present before a meeting can be called to order. A quorum shall be more than half of the members of the Executive Board.

ARTICLE VIII

VOTING

Section 1:   Election of officers as set forth in Article IV, Section 5 shall be held during the November meeting. 

A. The President shall conduct the election.

B. The nominating committee shall present its slate of nominees and the President shall call for nominations from the floor. If there are no nominations from the floor, the slate presented by the Nominating Committee shall be accepted.

C. If there is more than one nominee for the same office, the candidate with the largest number of votes cast for said office shall be elected to that office.

D. The President will request only members-in-good-standing vote and shall certify the results of the election.  In the event of more than one nomination for a position, it shall be necessary for the Secretary to verify that only members vote. 

E. Officers shall be elected by a majority of members present. Voting may be done by a show of hands, or by paper or electronic ballot.

Section 2:  Amendments to the By-Laws shall require a majority of the votes cast by the members in attendance. Proposed amendments shall be presented at the meeting the month prior to being presented to the membership for a final vote.  Results of the vote shall be certified by the President.

Section 3:  Any matters brought to a vote at a membership meeting, other than election of officers, shall be determined by a majority of votes cast by eligible members in attendance. Motions that do not receive a majority of favorable votes will not carry.

ARTICLE IX

FUNDS

Section 1:  The funds of the HMGA shall be expended only by vote of the membership or by order of the Executive Board. No member or group of members may incur any indebtedness in the name of the organization without the approval and authorization of the Executive Board.

Section 2:  A proposed budget for the upcoming year shall be presented at the June membership meeting to be voted on at the July meeting.  Budget requests from Project Leads and Committee Heads should be submitted to the Board for their review two weeks prior to the June meeting.

A proposed budget for the upcoming year shall be presented at the November membership meeting to be voted on at the December meeting.

Section 3:  Spending budgeted funds on an approved project shall be at the discretion of the Project Coordinator, with the advice of the Executive Board. Expenditures submitted to the Treasurer shall be paid by a HMGA check. Upon submission of proper documentation, the Project Coordinator or a committee member of a project shall be reimbursed for said expenditure. HMGA funds shall not be advanced to any member.

Section 4:  All receipts and any other documentation of funds spent on a project must be submitted to the Treasurer as the project proceeds with a final accounting due when the project is completed. All expenditures must be documented and members shall not be reimbursed for expenses such as mileage, meals and/or other personal expenses.

Section 5:  HMGA funds may be contributed to other organizations in support of projects intended to further HMGA goals as defined in Article II Section 2 of this document. Proposals for grants must be presented to the Executive Board in writing on a “Request for Grant” form or in another format accepted by the Board. Such grants must first be approved by the Executive Board and the membership before any Treasury funds will be disbursed for the project.

Section 6:  A checking account shall be established with a local bank and maintained by the Treasurer.  The HMGA Treasurer and President are authorized to sign checks for HMGA and have online access to the bank account(s).

Section 7:  No part of the net earnings of the HMGA shall inure to the benefit of or be distributable to its members, officers, or other private persons, except that the HMGA shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions as appropriate.

Section 8:  Upon the dissolution of the HMGA, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purpose or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes

ARTICLE X

COMMITTEES

Section 1:  Except as indicated elsewhere in this article, committees shall be appointed by the President and the Executive Board as necessary.  Committees whose functions extend beyond the HMGA year may be reappointed by the current President and Executive Board, if deemed necessary.

Section 2:  The following committees, not limited to those mentioned, may be considered and appointed by the President and Executive Board as deemed necessary to carry out the objectives of the HMGA:

A. NOMINATING COMMITTEE

1. A Nominating Committee shall consist of at least three (3) members. The Nominating Committee shall present the proposed nominees at the October meeting. As the final order of business, the slate of nominees shall be presented for approval at the November meeting.

2.   Nominees must agree to their nominations before their names are presented to the general membership.

3.   Members of the Executive Board shall not attempt to influence the Nominating Committee in the selection of nominees.

B. BUDGET COMMITTEE

The Budget Committee shall consist of the current Executive Board. The current Treasurer will chair the committee. The Budget Committee shall prepare and present the budget for the following year for consideration by the members at the June monthly meeting.

C. HOSPITALITY COORDINATOR

1. The Hospitality Coordinator shall be appointed by the Executive Board at the first Board meeting in January of every year.

2. The coordinator, or a designee, shall be responsible for arranging/coordinating hospitality activities. These activities include: providing snacks and drinks at meetings; greeting visitors at the general meetings; and introducing guests and new members.  

3. The coordinator shall be notified of member illnesses or situations that can be communicated to the membership. 

  1. PUBLICITY COMMITTEE

The Publicity Committee shall coordinate promotional activities, including social media and website, for HMGA activities and shall make arrangements for timely communication.

  1. SCHOLARSHIP COMMITTEE

  1. The purpose of this committee is to coordinate college scholarships for seniors of high schools in Habersham, Rabun and White counties and one 4-H senior student chosen by the UGA Extension Agents of Habersham, Rabun, and White Counties. Scholarship recipients should intend to pursue studies in areas such as horticulture, agriculture, environment, or other related fields . 

  2. Committee membership shall consist of 5 members, with at least one member from Rabun, Habersham and White Counties. 

  3. If any of the scholarships are not awarded as described above, the committee may consider students from other educational institutions in our three county area.

 

  1. The Scholarship Committee shall correspond with the guidance counselors and/or agriculture teachers at the high schools in Habersham, Rabun and White counties, encourage scholarship applications, determine criteria for acceptance of applications, review applications, and make decisions regarding awarding of scholarships.  

5. The amount of scholarships awarded shall be determined by the membership as funds are available on an annual basis.

ARTICLE XI

The rules contained in the most recent edition of Robert's Rules of Order Newly Revised shall govern the business of HMGA in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order HMGA may adopt.

Originated February 18, 2010

Revised August 2012

Revised September 2016

Revised January 2017

Revised January 2021

Revised January 2022

Revised December, 2025

Revised and Approved October, 2026