BY-LAWS FOR

HAYWARD COMMUNITY GARDENS

SECTION I: NAME

The name of the Corporation shall be HAYWARD COMMUNITY GARDENS, a nonprofit organization, sponsors of the Hayward Community Gardens.

SECTION II: OFFICES

The location of offices, headquarters and mailing address of the Corporation shall be located within the City of Hayward, County of Alameda, at any such place the Board of Directors may select from time to time, or as the business of the corporation requires.

SECTION III: PURPOSE

The purpose of the Corporation shall be as follows, but not limited to:

1. The primary purpose for which the Corporation is formed is for the establishment of community gardens.

2. To promote community interest in gardening.

3. To provide lower income Hayward residents, particularly apartment dwellers with gardening, recreational and socialization opportunities.

4. To enable lower income residents to supplement their diet with home-grown produce.

SECTION IV: GENERAL MEMBERSHIP

The corporation shall have one class of members only, and the voting, and other rights, interests, and privileges of each member shall be equal. All persons having plots within the Hayward Community Gardens will automatically be members of the corporation. No member shall have any interest or property right in the assets of the corporation and no member shall hold more than one membership in the corporation. The Board of Directors, in their discretion, may from time to time admit new members.

1. Honorary membership may be conferred by an unanimous vote of the members of the Board of Directors, upon anyone within the Hayward Community who is deemed worthy of the honor by virtue of interest and achievement toward the community gardens or by their unselfish services to this Corporation.

2. No person(s) shall be excluded from membership because of sex, race, religion, occupation or lack of mental faculties.

3. Membership is non-transferable and non-assignable.

4. Membership shall terminate (a) on receipt by Board of Directors of the written or typed resignation of a member; (b) on the death of a member; or (c) by a majority vote of those present at a regular meeting.

SECTION V: MEETINGS OF MEMBERS

Meetings of members shall be held at the principle office of the corporation. Members shall meet regularly once a month on dates fixed by the Board of Directors.

1. A general meeting will be held during each calendar year. The annual meeting will be held in April on a fixed date set by the Board of Directors, at which time elections will take place.

2. Special meetings shall be called by the President of the corporation and held at such time and places with-in the State of California as may be ordered by resolution of the Board of Directors or by members holding not less than ten (10) percent of the voting power of the corporation.

3. Notice of the time and place of meetings shall be delivered to each member personally or by mail at least seven (7) days prior to such meeting provided, however, that notice of all regular meetings, except the annual meeting is hereby dispensed with.

4. Notice of meetings not hereby dispensed with shall specify the place, the day, and the hour of the meeting and, in the case of Special meetings, the general nature of the business to be transacted.

5. Ten (10) percent of the members shall constitute a quorum for the transaction of business; and, except as otherwise provided by law, by the Articles of Incorporation, or by these by-laws, no business shall be transacted in the absence of a quorum.

6. Neither cumulative voting nor voting by proxy shall be authorized and no single vote shall be split into fractional votes.

7. Meetings shall be governed by Robert�s Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent or in conflict with these bylaws, with the Articles of Incorporation of this corporation, or with law.

SECTION VI DIRECTORS

The Board of Directors shall exercise the powers of the Corporation, control its property and conduct its affairs, except as otherwise provided by law.

1. Directors shall be elected by a ballot election process with polls set-up over a weekend in April of each year. Directors shall hold office until the next annual election and until their successors are elected and qualified. There will be at least one (1), but there may be more, representative(s) from each of the gardens. The Board of Directors shall be comprised of two standing committees: the Administrative Committee and the Operations Committee, and neither shall make decisions that should be made by law or these by-laws, by the entire board of directors. Each committee shall have no more than ten (10) members. Candidates receiving the highest number of votes up to the number of directors to be elected are elected. Both committees share responsibility for all decisions that the board makes, and neither may make decisions that should be made by the whole board. In the event either committee ceases to function, the functions of that committee will devolve itself upon the other committee, which will then become the sole Board of Directors.

2. Directors shall serve without compensation.

3. Directors shall meet regularly at principle office of the corporation on a fixed date set by the Board of Directors once a month. Special meetings shall be called by the President or by a majority or the Directors, and such meetings shall be held at the time, place, and hour designated by the person(s) calling the meeting.

Notice of the time and place of meetings shall be delivered to each Director personally or by mail at least seven (7) days prior to any such meeting, provided, however, that notice of regular meetings has been dispensed with.
Majority of Directors shall constitute a quorum for the transaction of business.
In the absence of a quorum, the Board shall transact no business, except as otherwise expressly provided in these bylaws, Articles of Incorporation, by law, and the only motion the Chair shall entertain is a motion to adjourn.
Meetings of Directors shall be governed by Robert�s Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent or in conflict with these bylaws, with the Articles of Incorporation, or with law.

4. In the event a vacancy occurs on the Board of Director through death, resignation, removal for cause, or ineligibility for general membership, the Board of Directors shall elect a successor to such vacancy to complete the balance of the term. If the vacancy is that of a coordinator or alternate, the new member of the Board of Directors shall be selected from that area.

5.The Board of Directors may, by a ten (10) percent vote of a quorum of members present at a regular Board meeting, or special meeting, remove any member of the Board of Directors for cause, provided that such intention to remove shall have been publicly made at the last regular Board meeting or special meeting, and that notification be given by first class mail to the last known address of the member proposed to be removed at least ten (10) days before the meeting of the Board at which it is proposed to take such action and said member shall have the right to be heard at said Board meeting to show cause why removal should not be made. Cause shall include, but not be limited to:

Improper use of the name Hayward Community Gardens or the name of officers of the Board of Directors for any purpose not appropriately related to the promotion of the purposes of the Board of Directors. The Board of Directors shall determine whatever �improper use� has occurred, taking into consideration the following guidelines:

No Officer or member of this organization shall use Hayward Community Gardens as an endorsement of personal, commercial, political or other aspirations. This shall not preclude the listing of Hayward Community Gardens or description of participation in Board programs, in personal resumes, or in the course of pursuing commercial, political or other aspirations.
Misappropriation of organizational funds.
Willfully casting disrepute on the organization�s purposes, methods, or membership, among the general public or those unsympathetic to the Hayward Community Gardens.

SECTION VII: OFFICERS

The Corporation shall have a President, a Vice President, a Secretary, and a Treasurer. The officers of the corporation shall be elected from among the Directors by the board at its first regular meeting following the annual meeting of members. Terms of office shall be concurrent with the terms of the Directors holding such offices. The Board shall fill vacancies. Vice President of Operations is to be appointed by the elected officers (February 2001).

1. Duties of the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board, supervise and control the affairs of the Corporation. He shall perform all duties incident to this office and such other duties as provided in these bylaws or as may be prescribed from time to time by the Board of Directors.

2. The Vice President shall perform all duties, and exercise all powers of the President if the President is absent or is otherwise unable to act. The Vice President shall perform such other duties as may be prescribed from time to time by the Board of Directors.

3. The Secretary shall keep minutes of all meetings of members and of the Directors; shall be the custodian of the corporate records; shall give all notices as are required by law or by these bylaws, and generally shall perform all duties incident to the office of Secretary, and may be required by law, by the Articles of Incorporation, or by these bylaws, or which may be prescribed from time to time by the Board of Directors.

4. The Treasurer shall have charge and custody of all funds of the corporation; shall deposit such funds as required by the Board of Directors; shall keep and maintain adequate and correct accounts of the corporation's properties and business transactions; shall render reports and accountings to the Directors and to the members as required by the Board of Directors or members, and shall in general perform all duties incident to the office of Treasurer, and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws, or which may be assigned from time to time by the Board of Directors.

5. The officers of the corporation shall serve without compensation.

SECTION VIII: COMMITTEES

The Board of Directors may appoint committees consisting of one (1) or more persons, and delegate to these committees any of the powers and authority of the Board in the management of the business and affairs of the Corporation, except the power to adopt, amend and repeal bylaws which shall remain exclusively vested in the Board of Directors. The Board of Directors shall have the power to prescribe the manner in which the proceedings of any committee shall be conducted.

There will be two standing committees: an administrative committee, and an operations committee.

The administrative committee is comprised of the president, the vice-president, the treasurer, the secretary, and one or more members-at-large. At-large administrative committee positions may be filled by qualified Hayward residents who are not necessarily Hayward Community Gardens members. The committee is chaired by the board of directors president, or his assignee. The Committee works on routine tasks such as insurance, funding applications, budget preparation, tax forms, quarterly reports, record keeping, and the preparation of meeting summary notes and agendas. The administrative committee shall include in its proceedings a review of the summary notes of the operations committee, to be provided by the chairperson of the operations committee. The administrative committee shall meet as often as necessary to fulfill its duties, and shall prepare summary notes of it�s proceedings and make them available to the operations committee. The administrative committee shall insure that, in February of each year, there is called by the operations committee a meeting of the general membership to vote for the board of directors.

The operations committee is comprised of the vice-president of operations, and up to 9 at-large members. It is chaired by the vice-president of operations, or his assignee, and works on routine operational tasks such as maintenance of the gardens, water supply and schedules, and special projects (such as composting and maintenance of garden walkways). The operations committee shall include in its proceedings a review of the summary notes of the administrative committee, to be provided by the secretary of the administrative committee. The operations committee shall meet as often as necessary to fulfill its duties, and shall prepare summary notes of it�s proceedings and make them available to the administrative committee.

SECTION IX MISCELLANEOUS

Inspection of Corporate Records: The books of the account and the minutes of proceedings of the membership and Directors, and of the executive and other committees of Directors shall be open to inspection upon the written request of any member or Director at any reasonable time, and for a purpose reasonably related to his interests as a member or Director. Such inspection may be made in person, by an agent or attorney, and shall include the right to make extracts. Demand of inspection, other than at membership meeting, shall be made in writing upon the President, Secretary or any other officer designated by the Board of Directors.
Checks and Drafts: All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable on behalf of the Corporation shall be signed or endorsed by the Treasurer and counter-signed by the President or persons as the Board of Directors may appoint by resolution.
Contracts: The Board of Directors except as otherwise provided in the bylaws may authorize any officer or officers or, agent(s), to enter into any contract or execute any instrument in the name of or on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent or employee shall have the power to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or any amount.

SECTION X AMENDMENTS

The power to adopt bylaws, to amend either in whole or in part, or to revise and adopt new bylaws is vested solely in the Board of Directors or this Corporation to be exercised during any duly convened or called meeting of the Board of Directors.

Oct. 14, 2004

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