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2001
CONSTITUTION AND BY-LAWS
OF
FRIENDS OF THE GEORGE GRISWOLD FRELINGHUYSEN ARBORETUM, INC.

ARTICLE I - NAME

The name of this corporation shall be Friends of the George Griswold Frelinghuysen Arboretum, Inc.

ARTICLE II - PURPOSES

The purposes and objectives for which this organization is formed are:

1. To assist the Morris County Park Commission in developing its horticultural facilities and to stimulate and enlarge public awareness and interest in them.

2. To assist the Morris County Park Commission in the formation of an outstanding horticultural library.

3. To support and/or sponsor projects and educational programming that will provide opportunities for the public to expand its knowledge and increase its enjoyment of horticulture and the natural world.

4. To function in any other manner which will further the horticultural interests of the Morris County Park System.

ARTICLE III - MEMBERSHIP

1. The following types of membership are available to the general public:

The Executive Committee shall have the power to establish the annual fees for each of the above membership categories, and to establish new categories as required or delete old categories.

The Executive Committee shall have the right to confer life membership upon any individual who shall have performed unusual or extraordinary services on behalf of the Arboretum.

2. The Executive Committee shall have the power to establish the benefit privileges for each of the above membership categories.

ARTICLE IV - OFFICERS

The officers of this organization shall be a President, a First Vice-President, a Second Vice-President, a Secretary and a Treasurer. Also, such other officers as the membership may from time to time elect.

In the interest of sustaining a rotating Board, the election of the President, First Vice-President and Secretary shall take place in the even years.

The Second Vice-President and the Treasurer shall be elected in the odd years.

All officers are to be elected by the membership at the annual meeting to be held in the spring of each year. They shall hold office for a period of two years and until their successors have been elected. Officers may succeed themselves in their respective offices for one term only with the exception of the Treasurer, who may be elected for an unlimited number of successive terms.

Any officer may resign at any time by resignation in writing to the Secretary. Any officer may be removed at any time by the majority vote of the membership.

ARTICLE V - MEETINGS

The business and affairs of this organization shall be in the charge of the officers.

The annual meeting shall be held in the spring at such time and place as shall be decided by the Executive Committee. Notice of the time and place of the meeting shall be mailed with an agenda by ordinary mail to each member at least ten days before the meeting.

Special meetings of the organization may be called by the President or by any five members upon three days notice in writing to be mailed by ordinary mail to each member.

Ten percent of the membership shall constitute a quorum at any regular or special meeting. The affirmative vote of a majority of those present constituting a quorum shall be required for the passage of any motion, resolution or the transaction of any business.

ARTICLE VI - DUTIES OF THE OFFICERS

1. The President - The President shall be the chief executive officer of this organization. He shall have general charge of all matters of administration and supervision of all the affairs of the organization. He shall prepare and submit to the membership plans and suggestions for the operation and activities of the organization. He shall preside at all meetings, appoint the Chairman of the various Committees, and shall perform such other duties as from time to time shall be assigned to him by the membership.

2. The First Vice-President shall preside at the meetings of the organization and perform the duties and exercise the powers of the President in the absence of the President, and shall have such other duties as from time to time shall be assigned to him by the membership, and will serve as Chairman of Special Events.

3. The Second Vice-President shall exercise the powers as noted above in the absence of the First Vice-President and will serve as the Chairman of the Membership Committee.

4. The Secretary shall keep the minutes of the organization meetings, shall make such reports and perform such other duties as are incidental to his office or are properly required by the organization.

5. The Treasurer shall have charge of all monies and financial documents of the organization and shall keep regular books of account. He shall open an account or accounts in such banking institutions as the organization may designate as official depositories of the organization's funds. He shall render an accounting of all his transactions at the meetings of the Executive Committee or as required by the organization, and perform all duties incident to his office or which are properly required of him by the organization and by the government.

The Treasurer, in concert with the President and the Chairman of each committee, shall forecast anticipated revenues and shall develop and submit for the consideration of the Executive Committee an annual budget which shall not be in excess of the projected annual revenues.

The fiscal year of the organization shall run from June 1 to May 31 of the following year. The organization's books of account shall be audited by a Certified Public Accountant, approved by the Executive Committee, at the close of the fiscal year. An annual report shall be prepared and published in "Arboretum Leaves." A legal advertisement shall be published in a daily newspaper in the North Jersey Metropolitan Area notifying the public that copies of the report are available for inspection upon request at the Frelinghuysen Arboretum, 53 East Hanover Avenue, Morris Township, New Jersey.
Within the required period of time following the close of the fiscal year, the Treasurer shall file all and any reports required by the Internal Revenue Service in order to maintain the organization's tax exempt status under Section 501 (c) (3) of the Internal Revenue code of 1954.

The Treasurer also shall file all and any reports required by the Internal Revenue Service regarding the employment of persons by the organization.

ARTICLE VII - COMMITTEES

The President shall appoint the chairman of all committees. Each committee shall consist of at least three members.

1. The Executive Committee shall be composed of the officers and the chairman of each committee. One member of the Morris County Park Commission's Cultural and Education Committee shall serve as an ex-officio member of the Executive Committee.

The Executive Committee shall plan the regular meetings and additional meetings or call from the Chairman of the Committees.

The Executive Committee shall have charge and exercise general oversight of the conduct of the business and affairs of the organization, and shall keep the membership advised thereof. During the intervals between the meetings of the membership, the Executive Committee shall possess and may exercise all the powers of the membership in the management of all the affairs of the organization.

2. The Membership Committee shall be responsible for membership records and for the preparation of literature and campaigns to encourage the public to become and remain members of the Friends of the George Griswold Frelinghuysen Arboretum, Inc. The Committee shall coordinate the mailing of the "Green Scene," "Arboretum Leaves" and other materials to the organization membership.

3. The Program Committee shall be responsible for arranging lectures, classes, tours, and workshops of interest to the gardening public over fifteen (15) years old. The Committee shall also plan and execute an annual celebration of Arbor Day.

4. The Library Committee is responsible for the development and staffing of the Horticultural Library. The books are gifts and bequests to the Morris County Park Commission, and the furnishings, equipment, and necessary materials are provided by the Park Commission.

5. The Publicity and Public Relations Committee shall be responsible for developing programs to publicize the Arboretum in general and its specific programs and activities in particular. It shall be responsible for the preparation and distribution of appropriate releases to the news media and shall maintain a file of all published material.

6. The Publication Committee shall be responsible for publishing the organization's newsletter "Arboretum Leaves." The purpose of the newsletter is to inform the membership of course offerings, activities at the Arboretum and other items affecting the membership.

7. Hospitality Committee - This Committee shall be responsible for arranging members' teas and other social functions.

8. Exhibits Committee - This committee shall be in charge of special exhibits and displays in the George Griswold Frelinghuysen Arboretum and of any outside exhibits designated by the Executive Committee.

9. Guides Committee - This committee shall appoint guides to show groups of not less than eight the features of the George Griswold Frelinghuysen Arboretum and shall see that they are trained and assigned to specific tours.

10. Youth Gardening Committee - The Youth Gardening Committee shall organize and administer "Branching Out!" and other for programs for gardeners under the age of fifteen (15) years old.

11. Scholarship Committee - the Scholarship Committee shall recommend to the Executive Committee scholarships and grants to individuals and organizations for the furtherance of horticultural or botanical education. The Committee shall develop criteria for the awards based on ability, potential and need.

12. Awards Committee - The duty of the Committee is to prepare awards for distinctive service to the Friends of the Arboretum.

13. Bus Trips Committee - The Bus Trips Committee is responsible for organizing and planning trips available to members and their friends.

14. Conservation and Wildlife Committee - The Conservation and Wildlife Committee shall develop and promote through literature, contests and displays wildlife conservation. The Committee shall investigate and recommend to the Executive Committee coordinated programs with other nature and conservation organizations.

15. Special Projects Committee - The responsibility of this Committee is to raise special funds for capital gifts for the Arboretum.

16. Advisory Committee - The Committee shall be composed of past presidents of the Friends of the George Griswold Frelinghuysen Arboretum, Inc., the current President of the organization, a member of the Cultural and Education Committee of the Morris County Park Commission and the Educational Coordinator. The Committee members shall be invited to attend and participate in meetings of the Executive Committee; however, do not have voting privileges at such meetings.

The President may appoint additional committees as the need arises, and conversely may dissolve a committee when it is no longer needed.

ARTICLE VIII - NOMINATIONS

There shall be a Nominating Committee of five members appointed by the President to prepare a slate of officers for the annual meeting.

ARTICLE IX - DISSOLUTION OF THE CORPORATION

Upon dissolution of the corporation, the Trustees shall, after payment of all liabilities, dispose of all the assets of the corporation exclusively for the purpose and in such manner or to such an organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify for exemption under Section 501 (c) (3) of the Internal Revenue Code of 1954.

ARTICLE X - AMENDMENTS

The Constitution and By-Laws may be amended at any meeting of the membership by a majority vote of the members constituting the whole membership. A written notice of such meeting shall be mailed by ordinary mail to each member at least seven days in advance of the day set for the meeting, which notice shall state specifically the terms of the proposed amendment or amendments.

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