As approved by the BOD - June 14, 2016




Table of contents 1
Section 1. Purpose 3
Section 2. Adoption of and Revision to, the Standing Rules 3
Section 3. Regular BOD Meetings 3
Section 4. BOD Voting 3
Section 5. Financial 3
Section 6. Officer Guidelines 4
President 4
President Elect/Past President 4
Secretary 5
Treasurer 6
Member at Large 7
Section 7. The Virginia Cooperative Extension (VCE) Member 7
Section 8. Committees 7
Committee Guidelines 7
Section 9. Standing Committees 8
Communications 8
Education 8
Programs 8
Fundraising Committee 8
Section 10. Special Committees 9
Master Gardener College Scholarship Committee 9
Section 11. Policy for Establishing Compensation 11
Section 12. Conflict of Interest Policy 11
Section 13. Bereavement Guidelines 14




Section 1. Purpose



The purpose of the Standing Rules is to provide guidelines pertaining to the effective operation and administration of the Master Gardeners of Prince William, Inc., hereafter known as “MGPW” or “the Association.” If a conflict arises between the Bylaws and the Standing Rules, the Bylaws control.


Section 2. Adoption of, and Revisions to, the Standing Rules


Standing Rules, and Revisions to the Standing Rules, may be proposed by any member and adopted with the approval of MGPW’s Board of Directors (BOD). They will become effective upon approval unless otherwise noted. A standing rule can be adopted/modified/deleted by a majority vote at any BOD meeting without previous notice.



Section 3. Regular BOD Meetings


The BOD will establish an annual planning schedule which projects the dates when regular BOD meetings are scheduled to occur. This schedule will be available to the members of the Association. Changes to the annual planning schedule will be provided to members no less than ten (10) days before the meeting.



Meetings will usually convene at 5:30 PM. Location will be approved by the BOD. Locations and directions will be published no less than ten (10) days before each meeting.


Section 4. BOD Voting


a)      A simple majority vote of the BOD will allow a motion to be passed.


b)     The BOD may vote by email or telephone when necessary. Email and telephone voting will follow the procedures outlined in the MGPW Handbook of Parliamentary Procedures.



Section 5.  Financial


a)      MGPW may fund advances to committee chairs and pay expenses associated with approved MGPW activities.


b)     Original documentation (receipt) or electronic copy must accompany any request for funds, along with the designated form noting date, amount and committee involved.


c)      Receipts / reimbursement forms must be turned in within three (3) weeks of expenditure.


d)     The Treasurer will pay approved expenses and will maintain appropriate records of all income and expenditures.


e)     All Officers and Committee Chairs will present to the BOD, their estimated expenses for each fiscal year no later than as requested (usually by mid or late September).


f)       The Treasurer will prepare a budget and present it at the November Board meeting. This gives the BOD time to review and approve the budget before the end of the fiscal year on December 31st.



g)     Activities requiring funds not previously approved on the current budget must be approved by the BOD prior to expenditure.



Section 6. Officer Guidelines:


The five elected officers of MGPW, the appointed standing committee chairpersons and VCE representative are all voting members of the BOD.  All members of the board have the duty to create a collaborative and collegial interpersonal environment that freely encourages civil debate and exchange of diverse ideas while respecting the dignity and input of fellow members. In addition to those specified in the MGPW Bylaws and MGPW Handbook of Parliamentary Procedure.



a)      Will attend and chair all meetings of the BOD, Executive Committee, and the MGPW as a whole.


b)     Will contact Chairs of all committees periodically to ensure they are running smoothly.


c)      Will contact the Virginia Cooperative Extension (VCE) Agent and Master Gardener Coordinator from time to time to ensure good lines of communication are maintained.


d)     Will write a column for each newsletter.


e)     Will select locations for Board meetings.


f)       Will write letters on behalf of the BOD or MGPW to any parties as directed by the BOD or when otherwise appropriate.


g)      Will acknowledge at a subsequent meeting any of its votes or other actions taken between scheduled meetings. These are usually votes for funds needed for unexpected costs or for other actions that require attention before the next scheduled BOD meeting. Acknowledgement by the BOD will provide the Secretary the opportunity to record the vote in the BOD minutes.


h)     Will assure that the Treasurer submits Federal and State tax returns (IRS Form 990/990N/990EZ as appropriate) and Virginia State Corporation Commission Annual Registration and Assessment Fee in an accurate and timely manner.i


i)       Will seek approval from a majority of the BOD on any usage of the Association’s bank card for purchases not approved in the Association’s budget. Usage is to be limited to online payment of fees or for purchases/payments when paying by check does not permit a timely transaction, and documentation of the transaction is to be sent to the Treasurer.




j)       Will receive input from all BOD members and prepare and provide the agenda for pending a Board meeting to all BOD members 


President Elect/Past President


a)      Will assist the President in his or her duties as needed.


b)     Will stand in for President as necessary.


c)      Will assume the duties of President upon the end of his or her term as President Elect.


d)     Will reserve meeting rooms for BOD meetings as requested by the President


e)     Will assist the Treasurer in submitting Federal and State tax returns and Virginia State Corporation Commission Annual Registration and Assessment Fee in an accurate and timely manner.



f)       Is responsible for seeing that all committees conduct audits and reviews as required and submit reports to the Executive Committee, and that Annual Conflict of Interest Statements are signed and submitted by each officer and chair of a Standing Committee.




a)      Will record minutes at all regular, special and annual meetings.


b)     Will provide the annual schedule of BOD regular meetings to the MGPW membership within thirty (30) days following the annual meeting. Will provide changes to the regular meeting schedule no less than ten (10) days before the meeting. Locations and directions will be provided.


c)      Will keep an up-to-date list of Officers and Committee Chairs and furnish same to the Officers and Committee Chairs.


d)     Will furnish revisions and corrections to the minutes to the BOD, as needed.


e)     Will record votes or actions taken by the BOD between BOD meetings (such as special meetings conducted by telephone or email) and record results at a subsequent BOD meeting.


f)       Will publish minutes on the MGPW website within ten (10) days of BOD approval of said minutes.


g)      Will write letters on behalf of the BOD or MGPW to any parties as directed by the BOD or when otherwise appropriate.


h)     Will provide a hard copy of all official association records for storage by the Registered Agent, as identified in the annual report to the SCC, immediately following completion of his/her term in office.




a)      The Treasurer will pay approved expenses and will maintain appropriate records of all income and expenditures.


b)     Will present copies of reports to the BOD and Communications Committee for posting on the website.


c)      Will keep up-to-date MGPW financial records.


d)     Will submit records to yearly audit no later than January 31.


e)     Will notify BOD of any donations made to MGPW.


f)   Will acknowledge all donations made to MGPW, incorporating the language as required by the IRS.


f)       Will back up all appropriate financial electronic files weekly.


g)      Will submit the appropriate IRS Federal and State Tax Forms by the specified filing date.


h)     Will work with the Officers and Committees to collect and retain records that are required for maintaining tax exempt organization status


i)       Will seek approval from a majority of the BOD on any usage of the Association’s bank card for purchases not approved in the Association’s budget. Usage is to be limited to online payment of fees or for purchases/payments when paying by check does not permit a timely transaction, and documentation of the transaction is to be sent to the Treasurer.


j)      Will provide necessary money / change for events.


Member at Large

 a)     Will represent the Association membership at BOD meetings.


b)    Will occasionally conduct informal “walk around” sensings of Association members to ascertain likes and dislikes; will report significant and recurring issues to the BOD.


c)      Will oversee the implementation of the Conflict of Interest Policy


d)     Will oversee, implement and ensure the Bereavement guidelines are followed




Section 7. The Virginia Cooperative Extension (VCE) Member


a)      Provide updates to the BOD on VCE programs utilizing MGPW.


b)     Recommend changes to the programs conducted independently by the MGPW.


c)      Request Master Gardener assistance as required to support the mission of the VCE.


d)     Provide administrative support that is beyond MGPW capabilities.


Section 8. Committees



MGPW has two types of committees. Standing committees are considered permanent in that they perform a continuing function, e.g. the Education Committee. Special committees are appointed to carry out a specific function or task, and may be dissolved when the function or task for which it was responsible has been accomplished, e.g. Audit Committee.


Committee Guidelines


All committees are responsible for the following, and for any Standing Rules specific to their committee:


a)      Provide the BOD with reports of activities.


b)     Provide the BOD with a proposed committee budget by the October Board meeting.


c)      Maintain committee records and deliver to the incoming chair.


d)     Keep the BOD informed regarding changes, expenses, staffing needs and any concerns that may arise.


e)     Follow any handbooks and update them or the Standing Rules as necessary.



f)       Seek assistance from VCE staff as appropriate.


Section 9. Standing Committees




a)      Publish the newsletter; assist VCE with posting it to the website, as requested.


b)     Assist he webmaster to maintain MGPW’s website.


c)      Assist VCE with updating the MGPW calendar, as requested; update other pages on the website within technical capabilities.




a)      Prepare and disseminate marketing materials.


b)     Handle registration, confirmation and evaluation of programs.


c)      Facilitate payment of event fees.


d)     Transfer all funds and appropriate documentation in a timely manner to the Treasurer so that all income and expenditures are properly recorded.


e)     Submit status reports for publishing in the MGPW newsletter.


f)       Provide the BOD with requests for speaker honorariums with as much notice as possible, if not previously budgeted by the committee.



g)      Reserve venues for program presentations as needed.




a)      The Teaching Garden Beautification, Education and Enhancement team (TGBEEs) will


1)     Plan and maintain the Teaching Garden in support of VCE programs.


2)     Follow and update the TGBEE Handbook.


b)     Teams or subcommittees conducting educational outreach programs provided to the public, such as The Basics of Gardening will:


1)     Determine dates of classes and secure location reservations


2)     Identify speakers and schedule


3)     Develop a budget and present for approval to the BOD, including fees to be charged



4)   Handle registration and confirmation of participants


Fundraising committee


a)      The merchandise sales team/subcommittee will:


1)     Ensure inventory control and accounting for merchandise for sale or donation.


2)     Ensure funds received from sales are submitted to the Treasurer; there is to be no co- mingling of funds.


3)     Seek approval from the BOD for the purchases of merchandise in excess of $1,500.00 in any period of three consecutive months.


4)     Advise the Treasurer when Vendor payments are due and provide invoices, sales receipts and other documentation of funds received.


5)     Provide the Treasurer with the value of the inventory, as required.



6)      Provide records and access to the inventory for annual audit.


Section 10. Special Committees


[As required of tax exempt organizations as outlined in IRS Form 1023. Schedule H, IRS Pub 557, awarding of Scholarships]


Ed Rishell Scholarship Committee [References are to IRS Form 1023. Schedule H, IRS Pub 557, awarding of Scholarships]


a)     Master Garden College is an annual four-day continuing education event similar to a conference. It is conducted at Virginia Polytechnic Institute and State University (“VT”) by VCE and the University; hours in the class contribute to the continuing education requirement for Master Gardeners. MGPW offers a scholarship to financially assist Master Gardeners with attendance. This activity begins in January and concludes in April when the award is made. MG Scholarships further our exempt purposes of education and charity by providing financial assistance toward attendance at this unique opportunity for extensive continuing education.  Scholarships are funded entirely from income from fundraisers and donations. Additional details about this program are found in this MGPW Handbook for the Award of the Ed Rishell Master Garden Scholarship. This handbook contains and addresses all the points required by Schedule H, IRS Pub 557.


1)   MGPW will offer a scholarship in the amount of $500.00 to provide financial assistance to a member of MGPW to attend Master Gardener College. The amount of that scholarship will be based on the costs of registration, room, board and  some travel expenses.


2)   This scholarship is publicized at our annual recertification meeting, by email to all MGPW members, our organization’s monthly newsletter “The Turnip” and on our webpage.


b)   A case history of previous recipients of this scholarship is maintained. This history includes names and addresses.


c)   Any active Master Gardener in good standing is eligible for this award.

d)   This scholarship is based on nomination by VCE agents, the MG Coordinator, other MGPW members and a member may recommend them self. This scholarship is awarded based on the nomination application, demonstrated or potential leadership, service hours, newness to the Master Gardener program, financial need and minority status/diversity.


1)  The amount of the scholarship may be changed by the BOD and will be based upon donations received to support the scholarship, fundraisers for MGPW, and the cost of attendance at Master Gardener College.


2)  To obtain the MGPW Master Gardener Scholarship the winner must attend the four day continuing education event. Upon completion, the winner must share with members what was taught.


e)   MGPW ascertains that the scholarship winner has attended at least three days of the Master Gardener College on the campus of Virginia Tech in Blacksburg, VA. If the winner does not complete at least three days of the event the winner must reimburse MGPW the amount of the reward.


f)   The BOD will form a special scholarship selection committee to determine the scholarship winner. The committee, consisting of an odd number of members, is newly formed each year no later than April. The selection committee will consist of MGPW members in good standing. Practice is to solicit membership for the committee from previous recipients of this scholarship as well as members who have attended the Master Gardener College. The committee selects its chair from the members of the committee. If a committee member needs to be replaced or additional committee members are needed, the committee chair may ask the membership for replacement. The chair, in consultation with the committee members, will establish operating procedures and criteria to guide deliberations. The committee will select a winner and a runner up in case the winner cannot attend College. The chair will present the name of the committee’s recommended scholarship winner to the BOD. The committee is dissolved upon completion of the task and the chair provides a  follow up report by August.



g)   Relatives of members of the Selection Committee, or the BOD who are members of the MGPW are eligible for this scholarship. A member of the BOD is also eligible for this scholarship. While the BOD approves the selections for consideration, the Selection Committee makes the final decision of the scholarship winner.  It is the practice that should a relative of any member of the selection committee, the BOD or a member of the BOD be nominated, the selection committee/or Board member may recuse themselves or maybe asked by other selection committee members Board members to recuse themselves.


Section 11. Policy for Establishing Compensation


[As required of tax exempt organizations]



The Executive Committee will determine compensation based on compensation offered by similar tax exempt, volunteer-based organizations. The Board will approve the individual being hired and the compensation to be received prior to hiring and payment of any compensation. The information used to determine compensation and the terms of compensation will be recorded in the minutes of the meeting at which the Board deliberates the hiring and compensation. Each individual who decided on compensation and their decision are to be recorded in the minutes of the meeting at which approval takes place, along with each voter’s name and vote. The individual being compensated will not participate in the decision or vote.


Section 12. Conflict of Interest Policy


[As required of tax exempt organizations]




“Interested person” is any member of the BOD, officer, or member of a committee, who has a direct or indirect financial interest, as defined below, is an interested person.


“Financial interest” is a person has a financial interest if the person has, directly or indirectly, through business, investment, or family an ownership or investment interest in any entity with which the Association has a transaction or arrangement. A financial interest is not necessarily a conflict of interest; conflict of interest will be determined by the Board (see Procedures).


Duty to Disclose


In connection with any actual or possible conflict of interest, an interested person has the duty to disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board.


Procedures for Addressing a Possible Conflict of Interest


a)      Any member may present evidence of a possible conflict of interest to the Board. The person with a financial interest and possible conflict of interest will present all material facts to the Board and leave the meeting while the remaining Board members determine whether a conflict of interest exists.


b)     The Board will determine whether the conflict of interest exists. If so, they will further discuss if MGPW can obtain (with reasonable efforts) a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If not, the Board will move and vote on a motion to enter into the transaction or arrangement.



c)      The minutes will include: the name of the person who was found to have a financial interest; the nature of that interest; action taken to determine if there exists a conflict of interest; the Board’s decision as to whether a conflict of interest existed; and names of voting Board members and their vote as to whether the transaction or arrangement benefits MGPW and should be entered into.

Violations of the Conflicts of Interest Policy


If the Board has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it will inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after appropriate investigation and discussion, the Board determines the member has failed to disclose an actual or possible conflict of interest, it will take appropriate corrective action.


Annual Conflict of Interest Statements


Each officer and Chair of a Standing Committee will annually sign a statement which affirms that he/she has received a copy of the Conflict of Interest Policy; has read and understands the policy; agrees to comply with the policy; and understands that MGPW is a charitable organization and to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax- exempt purposes. It will be the responsibility of the Member At Large to see that the statements are signed; a report of compliance will be recorded in the minutes of the first Board meeting following the Annual Meeting.


Periodic Reviews


To ensure that MGPW operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, reviews shall be conducted annually of any compensation for salaried staff, of any vendor arrangements, and of any transactions, and that Annual Conflict of Interest Statements are understood, signed and recorded.


The Master Gardeners of Prince William


Officer and Board of Director Annual Conflict of Interest Statement




Name:                                                                                    Date:                                               







I have received a copy of MGPW’s Conflict of Interest Policy.  



I have read and understand the policy.                       (initial) I agree to comply with the policy.                                                                        (initial)

I understand that MGPW is a charitable organization and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of our tax-exempt purposes of charitable, scientific and educational purposes.               (initial)






Do you currently have a financial interest, or have you had a financial interest in the past, with any vendor with which MGPW does business, or a salaried staff person?


Yes          No


If yes, please describe it:






Signature of director





Date of Review by Executive Committee:                                                                     


Section 13. Bereavement guidelines


The bereavement guidelines are as follows:


a)      Members may notify the MGPW President of the passing of a MGPW member. This notification will include the name, address and wishes of the family. The notification will also include the details of the service, when available.


b)     The minimum response will be a card.


c)      A decision will be made by the BOD on the level of recognition based on the level of the member’s participation in MGPW.


d)     If a friend or family desires to honor a MGPW member through a financial contribution to MGPW, he or she will be directed to the Treasurer of MGPW.


e)     A deceased Master Gardener may be eligible to have a memorial brick engraved with his/her name for inclusion in the Master Gardener Memorial at the Teaching Garden.


1)     The BOD will consider each name submitted based upon the information available, primarily from the VCE database and Prince William County Unit’s Office files. Information submitted by VCE or acquaintances of the deceased for consideration should include when the deceased became a Master Gardener, how many years the deceased was an active Master Gardener, how many volunteer/continuing education hours the person completed as a Master Gardener, what awards were earned during the tenure of the deceased as a Master Gardener, what, if any, significant contributions the deceased gave to further the goals of the VCE and the MGPW.


2)     Any denial by the BOD may be reversed by that BOD, or a subsequent BOD, if new convincing information becomes available at a later date.


3)     Records will be maintained to document each decision. The BOD Secretary will maintain the records.


4)     An absence of information e.g., MG Year, awards, hours, etc., only indicates the information was not available at the time the entry for the deceased Master Gardener was made. Updates to an entry for reconsideration will be made as information becomes available.


5)     Any submissions of names of deceased Master Gardeners will be considered by the Board each year so that sufficient time (10-12 weeks) is available to order the engraved bricks, as well as to receive and lay the engraved bricks prior to the service being held. A Memorial service will then be scheduled after consultation with the family (or families) of the deceased Master Gardeners, the Board, and the Monastery.



6)     MGPW will pay for all costs regarding purchase of an engraved brick and its inclusion in the Memorial. 



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