By-laws for the Missouri Master Gardener Association, Inc. (MOMGA) Amended & approved Sept. 13, 2015
Article I Name
Missouri Master Gardener Association, Inc. (MOMGA)
Article II Purpose
The purpose of the Missouri Master Gardener Association (MOMGA) is exclusively for horticultural education to supplement the effort of the University of Missouri Extension Program and thereby provide education and information on horticultural and environmental stewardship to the residents of Missouri. MOMGA will:
- Support local Master Gardener Chapters.
- Provide a centralized method for information exchange among the members.
- Facilitate Missouri Master Gardener educational opportunities, partnerships, training sessions, fundraising efforts, conferences and association meetings; as well as coordination with other agricultural associations, gardening associations, and public and private gardens as determined by the board.
- This organization is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
Article III MOMGA Membership
Section 1. The definition of a member chapter is: MOMGA dues are paid for all active master gardener volunteers within that chapter and master gardener emeritus members within a chapter.
Section 2. All persons who are members of a MOMGA local chapters and qualify for the membership categories listed below may become members of MOMGA upon receipt of their annual chapter dues.
Section 3. Qualification for MOMGA Membership
A. Master Gardener Volunteers—those persons certified by University of Missouri -Extension who are in good standing. Good standing is accomplished by completing the annual training and service requirements by University of Missouri-Extension for maintenance of certification as a Master Gardener Volunteer as determined by the member’s local chapter or county.
- Master Gardener Trainees—those persons who have completed the University of Missouri-Extension Master Gardener Training Program but have not satisfied the first year service requirement for certification.
- Friends of Master Gardeners—those persons who wish to support MOMGA from industry, business or the community.
Section 4. The annual dues for MOMGA membership shall be determined by the Board of Directors. The Annual dues amount is listed under Standing Rules.
Article IV Management of the Association
Section 1. MOMGA Board of Directors
The affairs of MOMGA will be managed by a Board of Directors. The board shall have supervision, control and direction of the affairs of MOMGA. It shall determine its policies or changes within the limits of the law or these by-laws. Shall actively pursue its purpose and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as may be considered necessary.
A. Members of the Board of Directors shall be active, dues paying MOMGA members in good standing and consist of representatives appointed by their local MOMGA chapters.
a. MOMGA committee chairs shall also serve as MOMGA board members.
b. Each MOMGA chapter may have a member on the Board of Directors. The chapter representative is to be identified on the chapter enrollment form when returned with dues.
c. MOMGA Board members shall hold the position for a minimum of one year.
1. MOMGA Board members shall to attend the state board meetings, usually three to four times a year.
2. MOMGA board members are requested to serve on MOMGA committees.
3. MOMGA Board members shall communicate MOMGA’s plans, programs, and projects to their local chapters.
B. The number of MOMGA board representatives is determined by a chapter’s dues paying membership.
1. Chapters with up to 50 (fifty) dues paying active members will be allowed one representative.
2. Chapters with 51 (fifty one) or more dues paying active members will be allowed two representatives.
C. The State Master Gardener University liaison is a non-voting member of the Board of Directors.
D. Special board meetings shall be called by the president or upon written request by 25% of the Board of Directors. All special meetings will be posted in writing or electronically thirty (30) days prior to the meeting.
E. A simple majority vote of the Board of Directors present will decide all questions unless otherwise specified in these by-laws.
F. All Board of Directors will serve without compensation by MOMGA, unless approved otherwise by the Board of Directors.
Section 2. Executive Board/Officers
A. The officers of MOMGA shall not represent a local chapter.
B. At the annual meeting, in the odd year, the MOMGA board of director members shall elect by a majority vote, a President, and a Treasurer. In the even year, a Vice President and a Secretary shall be elected. Each must be or have been a member of the MOMGA board. The officers will take office on January 1 of the upcoming year. They will hold office for one two year term. Each officer may be elected for a second two year term, not to exceed a total of four consecutive years in the same office.
C. Any officer may resign at any time by giving written notice to MOMGA’s Board of Directors. The President shall appoint an interim officer to fulfill the remainder of the term.
D. The Board of Directors may remove any officer with a 2/3 majority vote at any regular meeting.
E. The Executive Board will consist of the president, vice president, secretary & treasurer. The officer duties are as follows:
1. President: The president shall supervise and direct the objectives, policies and programs of MOMGA. The president shall provide an agenda in advance and preside at all meetings of MOMGA and of the Board of Directors in attendance. The president shall be an ex-officio member of all standing or special committees, except the Nominating committee. The president will appoint all committee chairs and may appoint a parliamentarian.
2. Vice President: The vice president will assume the duties of the MOMGA Board president in the president’s absence, and perform other duties as deemed necessary and appropriate.
3. Secretary: The secretary will record all activities for scheduled or special meetings of MOMGA. The secretary will type and see that copies of the minutes of each scheduled or special meeting are sent to each Board of Director member and posted on the MOMGA web site.
4. Treasurer: The treasurer will maintain the financial accounts and records of MOMGA. This shall include the receipt of all monies and the authority to disburse monies in accordance with MOMGA’s fiscal policies and the board’s approval. The treasurer shall make all financial records available for audits and other reviews deemed necessary and perform task as written in the MOMGA Policy and Procedures.
Article V Annual Meeting
Section 1: The annual meeting of the members of MOMGA shall be held at the State Convention. It shall be the duty of the Secretary to give 30-days notice, by posting in writing or electronic communication. The annual meeting date and agenda and also post to the MOMGA website. The annual meeting will be presided over by the Board president following the latest edition of Robert’s Rules of Order.
Article VI Finances
Section 1. Funds may be solicited for purposes previously approved by the Board of Directors. The Board shall approve only such purposes as are not in conflict with the stated purpose of the Association.
Section 2. All contributions are to be deposited with the Treasurer, and all contributions and disbursements from the Association shall be recorded by the Treasurer.
Section 3. Expenses for an accounting year shall not exceed funds available to pay for them in that year.
Section 4. The Board of Directors shall approve an itemized annual budget.
Section 5: The fiscal year of MOMGA shall commence January 1 and terminate on December 31. Dues for the following year will be payable on December 31 of each year and will be delinquent after February 28 .
Article VII Indemnification
Section 1. The Association shall indemnify its past and present Director/Officers and members to the fullest extent permitted and in the manner provided by applicable Missouri law.
Article VIII Rules of Order
Roberts Rules of Orders shall be the authority on all questions of parliamentary law not covered by the Articles of Incorporation and these By-Laws.
Article IX Dissolution
Upon the dissolution of the organization, assets shall be distributed for one or more tax 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 the Federal Government, or to a state or local government, for a public purpose. Any such asset not disposed of shall be disposed of by the Court of Common Pleas 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 Amendments
These By-Laws may be amended by a two-thirds vote of the Board of Directors. Notice of all proposed amendments to the By-Laws must be presented electronically in writing sixty (60) days prior to the meeting at which the vote is taken.