By Laws

ARTICLE I

NAME AND PURPOSE

  • SECTION 1.1 NAME
    • The name of this club shall be the “PUERTO VALLARTA GARDEN CLUB, AC”, herein referred to as PVGC.
  • SECTION 1.2 PURPOSE
    • A. General Purpose. This club is a nonprofit, public benefit, Mexican corporation organized for public and charitable purposes, and is constituted and operates under the laws of the United States of Mexico, and within the meaning of Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended..
    • B. Specific Purpose. The PVGC shall stimulate the knowledge and love of gardening and horticulture; and beautify and protect the environment through civic planting projects, and educational and horticultural programs, for the enjoyment of the residents and visitors in Puerto Vallarta.

ARTICLE II

MEMBERSHIP

  • SECTION 2.1 COMPOSITION

    • The PVGC shall consist of members who support the purpose and bylaws of the club. Members may be Mexican or any other nationality.

  • SECTION 2.2 CLASSES OF MEMBERSHIP

    • There shall be four (4) classes of membership: Resident Active, Non-Resident Active, Sustaining, and Associate.

    • A. Resident Active. A member who lives within the Puerto Vallarta area, and participates on a regular basis.
    • B. Non-Resident Active. Each Non-Resident Active member shall have all obligations and privileges of Active members, and shall be referred to as Active.
    • C. Sustaining. A Sustaining member may reside outside Puerto Vallarta but within a proximity permitting participation.
    • D. Associate. An Associate member shall have no residence requirements.
  • SECTION 2.3 OBLIGATIONS OF MEMBERSHIP
    • A. Resident Active. Active members shall attend at least five (5) regular meetings a year, and participate in at least three (3) projects a year. They shall be responsible for PVGC dues, luncheon fund, ways and means events, and assessments.
    • B. Non-Resident Active. Non-Resident Active members shall attend at least two (2) regular meetings a year, and participate in at least one (1) project a year. They shall be responsible for PVGC dues, luncheon fund, ways and means events, and assessments.
    • C. Sustaining. Sustaining members shall attend at least three (3) regular meetings a year, and participate in at least two (2) projects a year. They shall be responsible for PVGC dues, luncheon fund, ways and means events, and assessments.
    • D. Associate. Associate members shall have no attendance obligations. They shall be responsible for PVGC dues and attended luncheons. They shall be exempt from assessments.
    • E. Assessments. Any assessment shall require a two-thirds (2/3) vote of those Active and Sustaining members present at a regular or special meeting at which a quorum is present.
  • SECTION 2.4 PRIVILEGES OF MEMBERSHIP
    • A. Active. Active members may vote; hold office; propose one (1) and/or second one (1) candidate for membership; chair or serve on any committee. They may be elected by the PVGC membership to serve as Trustees.
    • B. Sustaining. Sustaining members may vote on any change to their financial obligations; second one (1) candidate for membership; and serve on any committee except Membership. They may not chair a Standing Committee, but may chair a Special Committee. They may be elected by the PVGC membership to serve as Trustees.
    • C. Associate. Associate members may not vote, hold office, propose or second any candidate for membership, or serve on any committee. They may be elected by the PVGC membership to serve as Trustees.
  • SECTION 2.5 CANDIDATES FOR MEMBERSHIP
    • A. Qualifications for Membership.
      • 1. Candidates shall have an interest in gardens and gardening, and be willing to contribute their time and talents to support the Purpose of the club. (See Bylaws 1.2B)
      • 2. Each candidate for Resident Active membership shall be a resident of Puerto Vallarta for at least six (6) months per year for at least the previous two (2) years.
      • 3. Each candidate for Non-Resident Active membership shall be a resident of Puerto Vallarta for at least three (3) months per year for at least the previous two (2) years.
      • 4. Each candidate for Sustaining membership shall be a resident of Puerto Vallarta for at least four (4) months per year.
      • 5. Each candidate for Associate membership shall have no residency requirements
    • B. Approval for Active Membership. The Membership Committee shall recommend and the Board of Directors shall approve Active membership for persons who have met the requirements. The change is effective at the close of the meeting.
  • SECTION 2.6 CHANGE OF STATUS
    • A. Good Standing. Any member who has met their attendance and financial obligations shall be considered in good standing.
    • B. Change of Class. The Board of Directors shall approve changes in all membership classes for any member in good standing upon request of the member.
    • C. Leave of Absence. The Board of Directors shall grant any member in good standing a leave of absence not to exceed one (1) year. Meeting requirements and financial obligations other than dues shall be suspended during this period.
    • D. Resignation. The Board of Directors shall accept the resignation of a member in good standing. Any member failing to comply with his/her financial and/or attendance obligations without being excused by the Membership Committee shall be considered to have resigned. Said member may be eligible for reinstatement at the sole discretion of the Board of Directors.
    • E. Reinstatement. The Board of Directors shall approve the reinstatement of any former member who resigned in good standing. He/she must meet the requirements of the membership class for which he/she applies. The Board of Directors may, at their sole discretion, approve the reinstatement of any former member who is not good standing.
    • F. Excused. The Membership Committee may excuse any member from his/her attendance and/or financial obligations and shall consider him/her in good standing.

ARTICLE III

BOARD OF DIRECTORS

  • SECTION 3.1 COMPOSITION
    • The Board of Directors shall consist of a minimum of five (5) and no more than nine (9) members, but at all times there shall be an odd number of members. The Board of Directors shall include the elected officers of the PVGC.
  • SECTION 3.2 DUTIES
    • The Board of Directors shall be the principal governing body of the PVGC. It shall have charge and control of club affairs between regular meetings, and shall present to the membership recommendations for action. The Board of Directors may establish policies and procedures regulating the administrative conduct of the club, provided they are consistent with these Bylaws and have no effect upon members’ financial obligations. The Board of Directors shall approve any use of the club name.

ARTICLE IV

COMMITTEES

  • SECTION 4.1 COMPOSITION
    • A. Standing Committees -

      Standing Committees shall include: Bougainvillea Festival, Malecon Beautification, Lazaro Cardenas Park Beautification, Membership, Publicity and Public Relations, Web Site, and Ways & Means. The President shall appoint all Standing Committee Chairs.

    • B. Special Committees -

      The President may create Special Committees or positions and appoints the chairs. Chairs of Special Committees may attend Board of Directors meetings but shall have no vote.

  • SECTION 4.2 DUTIES
    • All committees shall fulfill duties assigned in these Bylaws, requested by the President, and/or as outlined in the committee mandates. Each committee chair shall provide regular reports to the President and to the general meeting.
  • SECTION 4.3 VACANCIES
    • Standing and Special Committee Chair vacancies shall be filled by the President.

ARTICLE V

MEETINGS

  • SECTION 5.1 VOTING
    • A. Voting Members. Voting privileges for each class of members are defined in Section 2.4 of these Bylaws.
    • B. Quorum. A majority of the voting members shall constitute a quorum for the transaction of business at any PVGC meeting.
    • C. Approval. Except for assessments and amendments to these Bylaws, a majority vote of the voting members present at a meeting at which a quorum is present shall constitute approval. Consistent with Section 2.3C and Article X of these Bylaws, assessments and amendments to these Bylaws shall be approved by a two-thirds (2/3) vote of the voting members present at a meeting at which a quorum is present.
  • SECTION 5.2 BOARD OF DIRECTORS
    • The Board of Directors shall meet each month prior to the regular meeting. Additional meetings may be called by the President or by a majority of the Board of Directors with at least 24-hours notice. Each director shall have one (1) vote. In the case of a shared position, one director shall be designated the voting member in whose absence the other director shall have the vote.
  • SECTION 5.3 COMMITTEES
    • Chairs of Standing and Special Committees may call meetings at their discretion.
  • SECTION 5.4 MEMBERS
    • A. Regular meetings. Regular meetings shall be held on the third Thursday of the month at 11 AM. Notices of regular meetings are made directly to members and by publication in a local newspaper, with a minimum advance notice of 15 fifteen days, and should include the agenda of the meeting.
    • B. Annual Meeting. The annual meeting shall be the March regular meeting.
    • C. Special Meetings. Special meetings of the membership may be called by the Board of Directors. Special meetings may also be called by 5% (five) percent or more of Active members. Call for special meetings must have at least seven (7) days notice and should include the agenda of the meeting. No business shall be addressed except that for which the meeting has been called.

ARTICLE VI

PUERTO VALLARTA BEAUTIFICATION FOUNDATION TRUSTEES

  • The Membership Committee shall submit a slate of five (5) PVGC Active, Sustaining, and/or Associate members to serve as Trustees of the Puerto Vallarta Beautification Foundation. Active members shall approve the nominations no later than the March regular meeting.

ARTICLE VII

COMPLIANCE

  • The PVGC shall operate in a manner consistent with its nonprofit, tax-exempt status and comply with all applicable laws and regulations. Where an officer or director has a conflict of interest, the interest shall be disclosed and the existence of the conflict shall be addressed in the manner required by applicable provisions of law.

ARTICLE VIII

DISSOLUTION

  • In the event of the dissolution of the PVGC, no assets shall be distributed to any member or members for their personal use. All assets of the club remaining at the time of dissolution shall be distributed to charitable organizations designated by the Board of Directors prior to the dissolution.

ARTICLE IX

PARLIAMENTARY AUTHORITY

  • Except where in conflict with these Bylaws or the Policies & Procedures, Robert’s Rules of Order shall govern at all meetings.

ARTICLE X

AMENDMENTS

  • Upon the recommendation of the Board of Directors, these Bylaws may be amended by a two-thirds (2/3) vote of the Active members present at any regular or special meeting at which a quorum is present, provided that written notification has been given to each member at least seven (7) days prior to the meeting.

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