Amended and Restated Bylaws of

Gardening Volunteers of South Texas

January 24, 2021

Article I. Name The name of the organization, incorporated in the state of Texas, January, 2002, is Gardening Volunteers of South Texas (GVST), hereafter referred to in these bylaws as the organization, or GVST.

The organization shall maintain an office at a location as determined by the Board of Directors in Bexar County, Texas.

2002: Article II. Purpose

Gardening Volunteers of South Texas (GVST) was organized exclusively for charitable, civic, scientific and educational purposes, primarily to promote environmental awareness and water conservation and serve as an educational resource for the community. The organization will work with other private, public and educational organizations involved in these and related programs.

Article III. Membership

GVST is operated as a volunteer organization open to all persons, hereafter referred to as volunteers or members, interested in horticultural and environmental issues and willing to fulfill the purpose of the organization on a volunteer basis.

Membership shall be determined by an annual census conducted by the organization as directed by the Board of Directors. Membership shall be limited to volunteers of good character who complete the annual census and choose to be Active Members. Active Members shall be eligible to participate in all activities and privileges of the organization. Each Active Member shall have one vote in the annual meeting and in any special meetings.

Any membership may be terminated by the Board of Directors provided it is in the best interest of the organization and the member has been given due notice and shall be given an opportunity to be heard by the Board of Directors within 30 days of such notice.

Article IV. Meetings

An annual meeting of the membership of the organization shall be held during January of each year. Additional meetings may be held throughout the year as determined by the Board of Directors. Publication of all meetings shall be made at least one week prior to the meeting. Field trips and educational sessions may be conducted periodically throughout the year and publicized as far in advance as possible.

Article V. Board of Directors

The management of the affairs of the organization shall be vested in a Board of Directors. The Board of Directors shall consist of seven to nine members elected by the organization at the annual meeting. If less than seven members, the remaining board has the authority to appoint replacement member(s) to serve out the term of the prior board (members).

Nominations for new Board members to fill available seats for the following year will be as follows:

At the November meeting of the Board of Directors, Board members who are eligible to serve another year will be asked whether they plan to continue to serve, or step down. Volunteers will be notified in December that the current Board president is accepting nominations to fill vacancies, along with a deadline for receiving nominations. Individual members may also nominate themselves to serve. Current Board members will review the nominations at their regular January meeting, and present a final slate of nominations to the general assembly for a vote at the Annual Volunteer Meeting in January.

Terms of office for board members shall be 2 years. Board members may serve 3 terms, consecutively or separately.

A quorum (51%) of board members is required to conduct business on behalf of the organization.

Article VI. Responsibilities of the Board of Directors

The Board of Directors of GVST shall be responsible for:

  • Signing contracts

  • Compliance with all phases of contracts

  • Analysis and acceptance of projects

  • Hiring and firing of employees, if any

  • Meeting all commitments of the organization including tax filings, financial and legal reports

  • Fulfillment of all obligations of the organization.

Article VII. Board Meetings

Board meetings are held monthly. A board member who is absent from three meetings of the Board of Directors during the calendar year without prior notification to the board President shall be deemed to have resigned from the Board of Directors. Board members shall be notified of the date and location of a meeting by any form of communication normally used for the organization’s business at least 5 days prior, unless an emergency conditions exists requiring immediate action. Additional meetings may be called by the president as may be necessary.

Article VIII. Officers

Officers of the board shall be: President, Vice President, Secretary and Treasurer. The position of Past President was added to the slate of officers. This non-voting, advisory position will be filled by the outgoing president for a period of one year.

Officers shall be elected by the Board of Directors at the first meeting of the board, which shall be held within one month of the annual meeting of the organization.

The first meeting of the Board of Directors for each new year will be in February, following the organization’s annual meeting in January. Terms of each officer shall be one year. Board members may be re-elected to the same office again.

Article IX. Committees

The Board of Directors may create committees. The President shall appoint committee chairs/coordinators.

Article X. Amendments

These bylaws may be amended by two-thirds vote of the membership present at the annual meeting.

Article XI. Limits of Liability

No volunteer, officer, director or employee of the organization shall be personally liable for the debts or obligations of the organization of any nature whatsoever, nor shall any property of members, officers, or directors be subject to the payment of debts.