The Master Gardeners of Prince William, Inc


Article I.  Name

The name of this association shall be The Master Gardeners of Prince William, Inc., hereafter known as “MGPW” or “the Association.”

MGPW is a nonprofit organization that has been approved by the Internal Revenue Service to be tax-exempt under the terms of section 501(C)(3) of the Internal Revenue Code.

The Vision Statement of the MGPW is to develop a culture of environmental stewardship within the Prince William area through education, outreach and volunteering.

(Note: The Mission Statement of the Master Gardeners of Prince William (MGPW) is to provide current research-based, horticultural/ environmental outreach and education programs for Prince William area residents.)


Article II.  Objective

In order to ensure the continued existence and growth of the Master Gardener volunteer program of the Virginia Cooperative Extension - Prince William unit, MGPW will support the program by fostering communication, education, volunteerism and leadership development among its members.  Specifically, the purposes of MGPW is as stated in the Articles of Incorporation are charitable, scientific and educational.

Article III.  Membership

Section 1. Eligibility for membership

Any person who 1) has completed Master Gardener training and remains in active status as a Master Gardener with the Prince William unit or 2) is currently enrolled in the Master Gardener Volunteer training program or is a Master Gardener Intern through the Virginia Cooperative Extension Service of Prince William, regardless of the county or state where they received said training, is eligible for membership. Employees of Virginia Cooperative Extension are eligible for membership.

Section 2. Membership classes

There will be two classes of membership.  Members, in good standing as active Master Gardeners, will have voting privileges. Members, who have not yet completed the certification requirements to become active Master Gardeners, or who are otherwise not in good standing, will not have voting privileges until such time as they become active Master Gardeners in good standing. All members will be eligible to participate in any or all programs offered by MGPW.

Section 3. Good standing for voting

A member shall be considered to be in good standing with regard to voting privileges by:

a)  Paying dues set forth by MGPW, if required,

b)  Attending at least one meeting per year, and

c)  Fulfilling the all requirements to remain in active status as a Master Gardener, as defined in by Virginia Cooperative Extension.

Section 4. Dues

There may be an assessment of yearly dues as determined by the BOD, payable at the start of the fiscal year.  In the event of non-payment of dues, the BOD will notify members and will allow one year for payment of all dues in arrears before removing the member from the membership rolls.  The BOD may impose special assessment dues for a definite purpose.  Any special assessment must be approved by the majority of the voting membership present at a regular meeting.

Article IV. Officers

Section 1. Officers

There shall be five (5) officers of MGPW: a President, President Elect / Past President, Member at Large, Secretary and Treasurer.  At any one time, there shall be a President Elect or a Past President, and not both.

Section 2. Duties

The Board Officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by MGPW.  Where the duties as outlined in the parliamentary authority conflict with these bylaws, the bylaws will prevail.

Section 3.  Election of officers

a)  Candidates for officers shall be chosen by a Nominations and Elections Committee.  Nominations will also be accepted from the floor.

b)  The Nominations and Elections Committee will seek candidates for officer positions from the voting membership; will report the list of candidates to the Board of Directors at least 60 days before the date set for the annual meeting; and will conduct the election at the annual meeting.

c)  Officers shall be elected by a majority vote of the membership present at the time of election.  Election shall be by ballot.

d)  Only the voting members in good standing shall be eligible to seek office.

e)  No member of MGPW shall be placed on a ballot, appointed, or elected to serve in any capacity without his/her consent.

Section 4. Term of office

The term of office for President, Secretary, Treasurer and Member at Large will be two years or until their successors are installed.  The President Elect shall serve a one year term in that capacity before installation as President, shall serve a two year term as President and shall serve a one year term as Past President, or until his/her successor is installed.  The term of all officers shall begin at the close of the annual meeting at which they are installed.  No officer shall serve two consecutive terms in the same office, provided that if the Committee is unable to find a candidate, an incumbent may continue to serve with the membership's approval.  Any vacancies that may occur among the officers shall be filled by appointment by the BOD for the remainder of the term of the vacancy, subject to approval by the voting membership at the next annual meeting.

Section 5. Removal

An officer may be removed from office by a simple majority vote of the BOD, should that officer fail to remain a member in good standing, or fail to perform duties as described in the parliamentary authority or in these Bylaws.

Article V. Meetings

Section 1.  Regular meetings

The regular meetings of MGPW will be set by the BOD and announced no later than thirty days before the date of the meeting.  Ten percent (10%) of the voting members present shall constitute a quorum. 

Section 2. Annual meeting

MGPW will hold an annual meeting of the membership each year at a date, time and place determined by the BOD.  The voting membership will elect and install officers and/or transact such other business as may arise.  Notice of the annual meeting will be sent to the membership at least thirty (30) days prior to the meeting.  This meeting should, when at all possible, coincide with the annual recertification training held by VCE of Prince William County.  Ten percent (10%) of the voting members present shall constitute a quorum. 

Section 3. Special meetings of the membership

A special meeting of the membership may be called by the President, a majority vote of the BOD or by a petition of not less than 25% of the voting membership.  A 30 day notice of any special meetings will be sent to the membership and will include a statement of the purpose or purposes for which the meeting is being called.  If the BOD deems it appropriate, the voting membership may vote by electronic means (such as telephone or email) if they cannot attend the special meeting.  Ten percent (10%) of the voting members present shall constitute a quorum.

Article VI. The Board of Directors

Section 1. Composition of the Board of Directors

The Board of Directors (BOD) will consist of:

a)  the President, President Elect / Past President, Secretary, Treasurer and Member at Large,

b)  chairpersons of the Standing Committees and

c)  the VCE representative.

Section 2. Duties and Powers

The Board of Directors shall perform the administrative duties of the association.  It will fix the date, time and place of meetings, make recommendations to the membership and perform such other duties as are specified in these bylaws and by the parliamentary authority adopted by MGPW.  The BOD shall be subject to the orders of the association, and none of its acts shall conflict with action taken by the association.

Section 3. Meetings of the Board of Directors

The BOD will meet at least six (6) times during the fiscal year at a time and place selected by the BOD.  Special meetings or special functions of the BOD will occur as decided by the BOD.  Any member of MGPW may attend these meetings. Twenty-five percent (25%) of the members of the BOD shall constitute a quorum.

Article VII. Executive Committee

The officers shall perform the duties of the Executive Committee of MGPW.  The Executive Committee shall have general supervision of the day-to-day affairs of MGPW between its business meetings.  None of the acts of the Executive Committee shall conflict with action taken by the membership or BOD.  Three (3) officers shall constitute a quorum of the Executive Committee.

Article VIII. Committees

Section 1. MGPW will have Standing and Special Committees.  The chairperson of each shall be selected by the President and approved by the Board of Directors.  The President shall be an ex officio member of all committees except the Nominations and Elections Committee.

Section 2. The Standing Committees


Standing Committees will be maintained and meet as necessary.

a)  The Social Committee will foster a spirit of community by planning, advertising and hosting social events for MGPW. 

b)  The Education Committee will plan, coordinate, and maintain the continuing educational activities as approved by the BOD.

c)   The Teaching Garden Programs Committee will plan and coordinate hands on training and efforts related to the implementation of horticultural and environmental best practices as approved by the BOD.

d)  The Fund Raising Committee will seek out funding sources, ideas and activities, and will pursue and coordinate these with the approval of the BOD.

Section 3. Special Committees

a)  Special committees may include Audit, Nomination and Election, and such other committees as the BOD may deem necessary.  Special Committees will be dissolved upon completion of their assigned task. 

b)  The Audit Committee will consist of two (2) or more members, none of whom are on the BOD. The Audit Committee will examine the financial records, including the assets and liabilities of the organization, and submit a written report to the BOD confirming the accuracy and integrity of these reports and records.

Article IXs. Parliamentary Authority

Robert's Rules of Order, current edition, will govern MGPW in all cases in which they are applicable and in which they are consistent with these bylaws or any special rules of order MGPW may adopt.

Article X. Amendment of bylaws

The bylaws of MGPW may be amended as needed by two-thirds majority vote of the voting members in attendance at a meeting of the membership, provided that notice of the proposed change has been given to the membership at least 30 days prior to the meeting at which any amendments will be voted upon.

Article XI. Discrimination prohibited

MGPW shall follow Virginia Cooperative Extension’s Equal Opportunity policies with programs open to all, regardless of age, color, disability, gender, gender identity, gender expression, national origin, political affiliation, race, religion, sexual orientation, genetic information, veteran status, or any other basis protected by law.



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