BYLAWS of the
ABRAHAM LINCOLN MEMORIAL GARDEN FOUNDATION, INC.
Springfield, Illinois
DRAFT 12/6/18
Preamble
The Garden Club of Illinois, Inc. (successor organization known as the Garden Clubs of
Illinois, Inc.), with the cooperation of the City of Springfield, undertook the development and
beautification of Abraham Lincoln Memorial Garden as one of its projects.
The City Council of Springfield in Ordinance 1883 (executed on December 15, 1939),
provided “that approximately 61 acres of marginal lands on Lake Springfield…now owned by
the City of Springfield, be…set aside and dedicated for use as the Abraham Lincoln Memorial
Garden.” (On April 4, 1967, the City of Springfield added 12.7 acres to the dedication.) The
ordinance also provided that the Garden Club of Illinois, Inc. shall be charged with the
authority and responsibility for the development of the dedicated lands through persons
designated by said Garden Club of Illinois, Inc. The ordinance stated “It is the intention of
this ordinance that the dedication…shall be perpetual.” In 1993 and 2000, an additional 36
acres were acquired to perpetuate and expand the Garden.
The Garden Club of Illinois, Inc. authorized the organization of Abraham Lincoln Memorial
Garden Foundation, Inc. on May 9, 1952. This Foundation was registered with the State of
Illinois as a Not For Profit Corporation (#508) on April 16, 1953. The Lincoln Memorial
Garden Foundation is now responsible for the maintenance, improvement and development
of Lincoln Memorial Garden and its Nature Center.
As a continuing project of the Garden Clubs of Illinois, Inc., the Garden Clubs of Illinois will
provide financial support, publicity and expertise to the Lincoln Memorial Garden
Foundation, Inc.
Article I – Name
The name of this organization is “Abraham Lincoln Memorial Garden Foundation, Inc.”
Hereinafter this organization will be referred to as the “Foundation”.
Article II – Purpose
The purpose of the Abraham Lincoln Memorial Garden Foundation is to manage and fund
the preservation, protection, maintenance and improvement of the woodland and prairie
garden established as a living memorial to Abraham Lincoln, in keeping with Jens Jensen’s
design philosophy; and to provide opportunities for the appreciation of nature and for
environmental education for all persons.
This woodland and prairie garden is known as Lincoln Memorial Garden.
Article III – Headquarters
The Foundation’s headquarters shall be the Lincoln Memorial Garden Nature Center, 2301
East Lake Shore Drive, Springfield, Illinois, 62712.
Article IV – Membership
Section 1. Eligibility. Any person, corporation, association or organization who subscribes to
the Foundation’s purpose may become a member upon the Foundation’s receipt of payment
of prescribed dues.
Section 2. Dues. Annual dues are due and payable April 1 of each year.
Section 3. Membership Classes. Memberships are classified as follows: Senior Citizen,
Individual, Family, Rail-splitter, Jens Jensen, Harriet Knudson, Life Membership – Individual,
Life Membership – Couple, Business/Organization, and Garden Club.
Section 4. Changes In Dues. Changes in membership dues must be approved by a majority
vote of the Foundation’s Board of Directors.
Section 5. Voting. Any member in good standing is entitled to vote in person at the annual
membership meeting. A family, club or business/organization is treated as “a member” and as
such is entitled to one vote.
Section 6. Removal of Members. The Board of Directors may, by a two-thirds majority vote
of the Directors, expel or suspend a member for conduct which, in the opinion of the Board,
is likely to endanger the welfare or interests of the Foundation.
Article V – Fiscal Controls
Section 1. Fiscal Year. The Foundation shall operate on an April 1 through March 31 fiscal
year.
Section 2. Bookkeeping. An external accounting agency prepares and reviews the monthly
financial statements.
Section 23. Audits. The Foundation’s financial records shall be audited by an independent
auditor at the close of each fiscal year.
Article VI – Directors
Section 1. Board Members. All of the corporate powers of the Foundation shall be vested in
a Board of Directors (hereinafter referred to as the Board) not to exceed twenty-five members,
which shall include the Officers of the Foundation and three two ex-officio members, who
are the President of the Springfield Civic Garden Club and the President of the Garden Clubs
of Illinois, Inc, who is a non-voting member. and a past president of the Foundation selected The Board shall include, as no less than one-third of
by the past presidents. Membership of a past president on the Board shall be limited to a oneyear
term with the right of re-selection.
its voting members, members of the Garden Clubs of Illinois, Inc. All members of the Board
must be members of the Foundation.
Section 2. Election and Terms of Office. Directors shall be elected by the membership at an
Annual Meeting for a term of three years. No person may be elected to more than two
consecutive three-year terms. Anyone who has filled another board member’s unexpired term
may be elected to two additional consecutive three-year terms. An officer may serve one
additional year beyond two consecutive three-year terms, in order to complete the last year of
the officer’s two-year term of office. The immediate past president may serve additional years
as the representative of past presidents.
Section 3. Voting. A majority of the filled Board positions shall constitute a quorum of the
Directors. Except as otherwise provided in these Bylaws, a majority vote of the Directors
present at a regular or special Board meeting at which a quorum is present shall be the act of
the Board.
Section 4. Honorary Directorship. Honorary Directorship, with no voting privileges, may be
conferred by unanimous vote of the members present at an Annual Meeting upon any
individual who has given invaluable service to the Foundation. Such an honor does not
preclude future election to the Board.
Section 5. Removal of Directors. Any Director may be removed from the Board by a twothirds
majority vote of the Directors. Failure to display interest in the Foundation or three
unexcused absences from Board meetings during a fiscal year shall constitute grounds for
removal of a Director.
Section 6. Board Vacancies. The Nominating Committee shall recommend candidates to fill
unexpired terms and other unfilled positions on the Board. Candidates shall be voted on at a
regular meeting of the Board.
Section 7. Financial Transactions. The Board may, at any time, by Resolution, authorize any
Officer, Board Member, combination of them, or the Executive Director, to execute
transactions involving the purchase or sale of securities, the opening and closing of banking
or investment accounts, and the execution of any other contracts it deems necessary to fulfill
the obligations and business of the Foundation.
Section 8. Policy. Questions of Policy and Procedure (Standing Rules) shall be under the
jurisdiction of the Board.
Article VII – Officers
Section 1. Composition, Election and Terms of Office. The Officers of the Foundation’s
Board of Directors shall be the President, President-elect, Recording Secretary, and Treasurer.
Officers shall be elected by the membership at an Annual Meeting. Officers’ terms of office
are two years with the right to re-election. The term of office for Recording Secretary shall
begin at the Annual Meeting in the year 2007 and last for one year. Subsequent terms of office
for Recording Secretary shall be two years. The term of office for President-elect shall begin
at the Annual Meeting in the year 2008 and last for one year. Subsequent terms of office for
President-elect shall be two years.
Section 2. President. The President shall preside at all meetings of the Foundation, the Board
of Directors and the Executive Committee and shall be an ex-officio member of all
committees. except the Nominating Committee. The President shall appoint the chairpersons
of standing committees subject to ratification by the Board of Directors.
Section 3. President-elect. The President-elect shall perform the duties of the President in the
absence of or at the request of the President.
Section 4. Recording Secretary. The Recording Secretary shall record the minutes and
attendance of all business meetings of the Foundation, the Board of Directors and the
Executive Committee. A copy of the minutes of the Annual Meeting and all meetings of the
Board of Directors shall be distributed to each member of the Board. A copy of the minutes
of the Executive Committee meetings shall be distributed to each member of the Executive
Committee.
Section 5. Treasurer. The Treasurer shall oversee financial transactions of the Foundation.
All drafts against Foundation funds shall be signed by the President or by other officer(s) or
the Executive Director, when authorized by the Board of Directors to sign such drafts. The
Treasurer shall arrange for a current fiscal year report at each Annual Meeting.
Article VIII – Meetings
Section 1. Annual Meetings. An Annual Meeting of the members of the Foundation shall be
held in April of each year at such time and place as designated by the Board. Notice of the
Annual Meeting shall be distributed to all members not less than 30 days prior to the meeting.
Section 2 . Special Meetings of the Members. Special meetings of the Foundation may be
called at any time by the President, a majority of the filled Board positions, or four members
of the Executive Committee. Notice of a Special Meeting stating the purpose for which the
meeting is called shall be distributed to all members not less than 30 days prior to the meeting.
No other business shall be conducted.
Section 3. Voting. The vote of a majority of Foundation members present at any Annual
Meeting of the members shall resolve all issues brought before the membership, except as
otherwise stated in these Bylaws.
Section 4. Regular Board Meetings. Regular meetings of the Board shall be held on the
second Wednesday of each month the following months; February, March, April, June,
August, September, November and December. A meeting may be waived or a change in
date made by the Board for good and sufficient reason. Board members may participate in
and act at any meeting through the use of a conference call or interactive technology,
including electronic transmission, Internet usage, or remote communication, by means of
which all persons participating in the meeting can communicate with each
other. Participation in such meeting shall constitute attendance and presence in person at
the meeting of the person or persons so participating.
Section 5. Special Board Meetings. A special meeting of the Board may be called by order of
the President or by written order of a majority of the filled Board positions or four members
of the Executive Committee. Notice of such a meeting shall be distributed to each member
of the Board at least seven days prior to the meeting. The notice shall state the purpose of the
meeting. No other business shall be conducted.
Section 6. Electronic Board Meetings. If a monthly meeting quorum is not met, the Board
President may convene an electronic board meeting in order to vote on an item or issue
requiring immediate action. The Board President specifies and provides a voting deadline.
Article IX – Committees
Section 1. Executive Committee. The Executive Committee of the Board shall consist of the
four elected Officers and one additional Board member nominated and elected by the Board
for a two-year term. The immediate past president shall serve as an advisor to and nonvoting
member of the Executive Committee. The Executive Committee shall make
recommendations to the Board for approval, and shall meet as needed to prepare
recommendations. It shall act for the Board in cases of emergency between meetings. Action
taken by the Executive Committee on behalf of the Board shall be reported to the Board in a
timely manner.
Section 2. Nominating Committee. The Nominating Committee for the coming fiscal year
shall consist of five seven members: the President of the Springfield Civic Garden Club, a past
president of the Foundation selected by past presidents the current Board President, two
current Board members, and a Foundation member-at-large and the Executive Director, who
serves as an ex-officio member. The two Board members and the member-at-large will be The chairperson of the Nominating Committee
elected by the Board for one-year terms.will is the current Board President.
be elected by the committee
The Nominating Committee shall secure qualified candidates for vacancies to be filled by
election at the Annual Meeting and for unexpired terms and other unfilled positions to be
filled as stated in Article VI, Section 6. A slate of candidates approved by the Board shall be
sent with the call to the Annual Meeting. The Chairperson of the Nominating Committee shall
present the proposed slate of Officers and Directors at the Annual Meeting. Further
nominations may be made from the floor.
Section 3. Standing Committees. Appropriate standing committees shall be established by the
Board in the Policies and Procedures (Standing Rules). The President shall appoint the
chairpersons of these committees. The appointments of these chairpersons shall be ratified
by the Board and documented in the meeting minutes. Chairpersons shall be appointed to
one-year terms, with the privilege of re-appointment. Committee chairpersons shall appoint
such committee members as are deemed necessary. Committee members other than the
chairperson need not be members of the Foundation or Board.
Article X – Employees
The Foundation shall employ such personnel as may be needed to administer and carry out
the programs of the Foundation. The Board shall establish the salaries, duties, procedures for
selection and other conditions of employment for all employees.
Article XI – Preclusions
Section 1. The Foundation shall not propagandize or otherwise attempt to influence
legislation. The Foundation shall not participate in or intervene in any political campaign or
on behalf of any candidate for public office.
Section 2. Notwithstanding any other provisions of these Articles, the Foundation shall not
carry on any other activities not permitted to be carried on (A) by a corporation exempt from
Federal Tax under Section 501 (C) 3 of the Internal Revenue Code of 1954 (or the
corresponding provisions of any future United States Internal Revenue Law) or (B) by a
corporation, contributions to which are deductible under Section 170 (c) of the Internal
Revenue Code of 1954 (or the corresponding provisions of any future United States Internal
Revenue Law).
Article XII – Dissolution
Section 1. Upon resolution of the Board, the Foundation may be dissolved by a two-thirds
majority vote of the members present at an Annual Meeting or at a Special Meeting of the
members called for that purpose. Notice and a text of any proposed dissolution, including the
proposed disposal of Foundation assets, shall be distributed to all Foundation members not
less than 30 days prior to the meeting at which the proposed dissolution is to be considered.
Section 2. Upon dissolution of the Foundation, the Board shall, after paying or making
provisions for the payment of all the liabilities of the Foundation, dispose of all the assets of
the Foundation, to such organizations or entity that will carry out the Foundation’s purpose,
and if no such organization or entity exists (within the City of Springfield, Sangamon County,
State of Illinois) to such organization or organizations organized and operated exclusively for
educational or scientific purposes as shall at the time qualify as an exempt organization or
organizations under Section 501 (C)3 of the Internal revenue Code of 1954 (or the
corresponding provisions of any future United States Internal Revenue Law).
Article XIII – Rules of Order
Roberts Rules of Order shall apply to matters not covered in these Bylaws. The latest revised
edition shall be considered the binding copy.
Article XIV – Amendments
These Bylaws may be amended by a two-thirds majority vote of the membership present at an
Annual Meeting, or at a Special Meeting of the membership called for that purpose. At least
30 days prior to such meeting, proposed amendments shall be submitted in writing, with the
Board’s recommendations for approval, with the call to the meeting.
The Bylaws have been adopted this 11th day of April, 1980
The Bylaws have been revised this 10th day of April, 1981
The Bylaws have been revised this 22nd day of April, 1982
The Bylaws have been revised this 19th day of April, 1989
The Bylaws have been revised this 24th day of April, 1991
The Bylaws have been revised this 13th day of April, 1994
The Bylaws have been revised this 16th day of April, 1997
The Bylaws have been revised this 25th day of April, 2001
The Bylaws have been revised this 9th day of April, 2003
The Bylaws have been revised this 25th day of April, 2007
The Bylaws have been revised this 10th day of April, 2019