Bylaws are an organization's internal rules: who the members are, how the board and officers are chosen and removed, how meetings are called and decisions made, how committees work, and how the bylaws themselves are changed. The California Attorney General calls them the corporation's operating manual. Clubs and unincorporated associations have them too, next to their articles of association or constitution. They usually aren't filed with the secretary of state: the organization keeps them, and sends a copy where one is asked for, such as with an IRS exemption application or a state charity registration.
1.1 Name. The name of the organization is [legal name, as in the founding document]. 1.2 Purpose. The organization's purpose is [purpose], as stated in its [articles of incorporation / articles of association].
[Option A] The organization has no members. Any action that would otherwise need approval by members needs only approval by the board. [Option B] Members are [who qualifies]. A person becomes a member by [how]. Each member has one vote. Dues are [amount, or set by the board]. A member may resign in writing and may be removed by [vote and process].
3.1 Powers. The board manages the affairs of the organization. 3.2 Number. The board has [number] directors [or: no fewer than [minimum] and no more than [maximum]]. 3.3 Election and term. Directors are elected by [the board / the members] at the [annual meeting] for terms of [number] years. A director may serve [number] consecutive terms. 3.4 Removal. A director may be removed by [vote needed] of [the board / the members]. 3.5 Vacancies. A vacancy is filled by [the board] for the rest of the term.
4.1 Officers. The officers are a [chair or president], a secretary and a treasurer, elected by the board for terms of [number] years. 4.2 Duties. The [chair] presides at board meetings. The secretary keeps the minutes and records. The treasurer oversees the finances and reports to the board [frequency]. 4.3 Removal. The board may remove an officer by [vote needed].
5.1 Regular meetings. The board meets at least [number] times a year. The annual meeting is held in [month]. 5.2 Special meetings. The [chair] or [number] directors may call a special meeting. 5.3 Notice. Notice of each meeting, with the date, time, place or video link, is given to each director at least [number] days before, by [email / mail]. 5.4 Quorum. A majority of directors in office is a quorum. 5.5 Voting. A decision of a majority of directors present at a meeting with a quorum is the act of the board, unless these bylaws or the law require more. 5.6 Remote participation. Directors may take part by video or telephone if everyone can hear each other at the same time. 5.7 Action without a meeting. The board may act without a meeting if all directors consent in writing, including by email, to the extent the law allows. The consents are kept with the minutes. 5.8 Rules of order. [Robert's Rules of Order Newly Revised, latest edition] governs where these bylaws and the law are silent.
The board may create committees and name their members and chairs. A committee may act for the board only to the extent the board delegates authority in writing and the law allows.
A director or officer with a financial interest in a matter before the board discloses it, leaves the discussion and does not vote on it. The disclosure and the vote are recorded in the minutes. The board adopts a written conflict of interest policy that gives the details.
8.1 Fiscal year. The fiscal year runs from [month and day] to [month and day]. 8.2 Records. The secretary keeps the articles, these bylaws with all amendments, and the minutes of board, committee and member meetings.
These bylaws may be amended by [vote needed] of [the board / the members] at a meeting, provided the proposed change was sent with the notice of the meeting at least [number] days in advance.
On dissolution, remaining assets go to [one or more organizations exempt under section 501(c)(3)], as provided in the [articles of incorporation / articles of association].
I certify that these bylaws were adopted by the board of directors on [date]. Secretary: ____________________ Date: __________
1.1 Name. The name of the organization is Maple Grove Community Garden, Inc. 1.2 Purpose. The organization's purpose is to run a community garden open to all residents of Maple Grove and to teach food growing, as stated in its articles of incorporation.
Members are adults who rent a garden plot for the current season. A person becomes a member by signing the plot agreement and paying the plot fee set by the board. Each member has one vote. Members elect the directors and vote on amendments to these bylaws. A member may resign in writing and may be removed by a two-thirds vote of the board, after notice and a chance to be heard, for repeated violations of the garden rules.
3.1 Powers. The board manages the affairs of the organization. 3.2 Number. The board has seven directors. 3.3 Election and term. Directors are elected by the members at the annual meeting for terms of two years, with three or four seats up each year. A director may serve three consecutive terms. 3.4 Removal. A director may be removed by a two-thirds vote of the members present at a members' meeting with a quorum. 3.5 Vacancies. A vacancy is filled by the board until the next annual meeting.
4.1 Officers. The officers are a president, a secretary and a treasurer, elected by the board each March for one-year terms. 4.2 Duties. The president presides at board and member meetings. The secretary keeps the minutes and records. The treasurer oversees the finances and gives a written report at each board meeting. 4.3 Removal. The board may remove an officer by a majority of directors in office.
5.1 Regular meetings. The board meets every other month. The annual members' meeting is held in March, before the season starts. 5.2 Special meetings. The president or any three directors may call a special board meeting. 5.3 Notice. Notice of each board meeting is emailed to each director at least seven days before. Notice of the annual members' meeting is emailed and posted at the garden gate at least 14 days before. 5.4 Quorum. Four directors are a quorum of the board. Fifteen members are a quorum of a members' meeting. 5.5 Voting. A decision of a majority of directors present at a meeting with a quorum is the act of the board, except that spending over $2,000 on a single item needs four votes. 5.6 Remote participation. Directors may join by video call if everyone can hear each other at the same time. 5.7 Action without a meeting. The board may act without a meeting if all directors consent in writing, including by email, to the extent the law allows. The consents are kept with the minutes. 5.8 Rules of order. Robert's Rules of Order Newly Revised, latest edition, governs where these bylaws and the law are silent.
The board may create committees and name their members and chairs. The plot committee assigns plots each season under rules the board approves. No committee may spend money or sign contracts unless the board authorizes it in writing.
A director or officer with a financial interest in a matter before the board, such as a contract with their own business, discloses it, leaves the discussion and does not vote on it. The disclosure and the vote are recorded in the minutes. The board adopts a written conflict of interest policy that gives the details.
8.1 Fiscal year. The fiscal year runs from January 1 to December 31. 8.2 Records. The secretary keeps the articles, these bylaws with all amendments, and the minutes of board, committee and member meetings, in the shared drive and on paper in the garden shed file box.
These bylaws may be amended by a two-thirds vote of the members present at a members' meeting with a quorum, provided the proposed change was emailed and posted with the notice of the meeting at least 14 days in advance.
On dissolution, remaining assets go to one or more organizations exempt under section 501(c)(3) that support community gardening in Ohio, as provided in the articles of incorporation.
I certify that these bylaws were adopted by the board of directors on February 3, 2026. Secretary: Ruth Alvarez Date: February 3, 2026