July 21, 2015


Article I: Name
A. The name of the organization shall be the Kendal Crosslands Arboretum (KCA). It is a part of the Kendal~Crosslands Continuing Care Retirement Community (KCC) which consists of Kendal at Longwood (K) and Crosslands (C).

Article II: Purpose
A. The purpose of the KCA is, in liaison with the KCC Staff Horticulturist, to identify, monitor and assist in the care of trees on the managed landscaped areas of the Kendal Crosslands campus.
B. As an accredited arboretum on the Morton Register of the Morton Arboretum, the KCA cultivates, fosters and promotes residents’ participation in the activities of the arboretum.

Article III: Membership
A. All residents of Kendal at Longwood and Crosslands are members of the KCA and will be invited to attend the KCA Annual Business Meeting.

Article IV: Governance
A. All meetings shall be governed by the most recent Bylaws of the Kendal Crosslands Arboretum.
B. Joint Committee
1. The KCA shall be governed by a Joint Committee consisting of the Executive Committee, Chairs of Standing Committees or their designees to a maximum of eighteen (18) residents with nine (9) from each of the communities (K and C). The KCC Staff Horticulturist shall be an ex-officio member,
2. Decisions will be made by a “sense of the meeting”.
3. Members of the Joint Committee shall serve terms of three years with a maximum of two consecutive terms.
4. One third of the Joint Committee members will be elected each year.
5. The Joint Committee shall meet no less than quarterly.
6. A quorum of the Joint Committee is one-half of the members, at least one of whom is a member of the Executive Committee. Such a quorum is required to make any decisions.
7. Between regularly scheduled meetings, extraordinary and urgent matters may be handled by an electronic quorum of the members.
8. The Joint Committee shall schedule an Annual Meeting for the KCA membership.
9. A majority of the Joint Committee may make recommendations as to changes and/earthdayor amendments to the KCA Bylaws.
10. Resident members of the Committee must live at Kendal or Crosslands.
11. The Joint Committee shall have fiduciary responsibility for the KCA and shall approve a proposed budget. Extraordinary expenses that arise must be approved by the Joint Committee
12. The Joint Committee shall be responsible for strategic planning and shall set goals for the KCA.
13. The Joint Committee shall be responsible for setting policy and establishing guidelines for the KCA.
14. The Joint Committee shall appoint the Nominating Committee.
15. The Joint Committee shall be responsible for maintaining Morton Arboretum accreditation.

C. Executive Committee
1. The Executive Committee shall consist of the Chair of the KCA, Vice Chairs from each of the communities (K and C), a Secretary, Treasurer, Plant Record Specialist and Gift Coordinators from each community (K and C) and the KCC Staff Horticulturist. The maximum number shall be nine (9) members.
2. Members of the Executive Committee shall serve for one year with a maximum of three consecutive terms.
3. A quorum of the Executive Committee shall be five (5) members.
4. The Executive Committee shall report to the Board of Directors.
5. The Executive Committee shall make decisions, as needed, for the KCA between meetings of the Board of Directors.
6. The Executive Committee shall meet no fewer than four (4) times per year. The Chair shall call meetings as required to conduct KCA business or if requested by a member of the Executive Committee.
7. The Executive Committee shall be elected by the general membership at the KCA Annual Meeting.
8. The Executive Committee shall make recommendations to the Board of Directors on KCA matters and propose an agenda for Board meetings.
9. The Executive Committee may approve expenditures in excess of line item budget allotments for Team or Board expenses up to the amount allotted for contingencies but, cannot exceed the approved budget.

D. Kendal at Longwood and Crosslands Arboretum Teams
1. The K and C Arboretum Teams shall each consist of interested members, members of the Executive Committee and the Board of Directors from the arboretum campus where they reside. The Staff Horticulturist shall be a member of both teams.
2. The Teams shall be responsible for recruiting members for their teams.
3. The Teams shall make decisions for their Arboretum campus following the policies, guidelines and goals established by the Board of Directors.
4. The Teams must obtain approval from the Staff Horticulturist before making any tree-related changes on their campus.
5. The K and C Teams shall exchange information with each other on a regular basis. Any proposed changes on a site that shall affect the KC as a whole must be brought to the Executive Committee and/earthdayor the Board of Directors.
6. The Teams shall maintain their budget fiduciary requirements as established by the Board of Directors and their approved Team budget. Unbudgeted extraordinary expenses must be approved by the Board of Directors.
7. The Teams may appoint committees and shall manage those committees.
8. At each campus, the Teams shall create and maintain walks, liaise with the Horticulture and Nature Conservancy Committees at their campus, maintain and add tree tags as needed.
9. The Teams shall submit names to the Nominating Committee for consideration as Officers and members of the Joint Committee

Article V: Duties of Officers:
A. Chair:
1. Shall preside at all meetings of the organization and serve as an ex-officio member on all committees.
2. Shall propose agendas for meetings of the Joint Committee
B. Vice Chairs (2)
1. Shall be the Leader of their Arboretum Team and conduct their Team meetings
2. Shall represent the best interests of their campus team
3. Shall assist the Chair in the administration of business
4. One vice-chair shall assume the duties of the Chair if the Chair is unable to carry out his/earthdayher duties.
5. Schedule locations for KCA meetings on their campus
6. Plan KCA special events on their campus

C. Treasurer:
1. In conjunction with the KCC Board they shall be responsible for monitoring KCA income and expenditures from the Arboretum Fund.
2. Shall maintain accurate records of expenditures by the Joint Committee, the Executive Committee and the Teams.
3. Shall prepare a fiscal year budget for the Joint Committee’s approval
4. Shall prepare quarterly and year-end financial reports
5. Shall prepare an annual budget and financial report for presentation to the membership at their annual meeting

D. Secretary:
1. Shall take minutes at KCA Joint Committee and Executive Board meetings
2. Shall distribute KCA minutes to KCA Joint Committee members
3. Shall maintain permanent records of all meetings
4. Shall maintain up-to-date archives of important documents,

E. Gift Coordinators (2) – one in each community
1. There shall be one (1) Gift Coordinator in each community (K and C)
2. They shall coordinate with the Staff Horticulturist on tree selection and location of donated trees.
3. They shall be the liaison with prospective donors
4. They shall be responsible for maintaining records of gifts
5. They shall be responsible for recording gifts in permanent records

F. Plant Records Specialist
1. In liaison with the KCC Staff Horticulturist, shall be responsible for maintaining accurate records of the tree inventory of the KCA.

Article VI: Elections
A. A Nominating Committee will be appointed by the Joint Committee.
B. The Nominating Committee will prepare a proposed slate of members and officers that will be sent to the Joint Committee 60 days prior to the Annual Meeting.
C. Nominations from the membership shall be accepted in writing by the Nominating Committee up to 15 days before the Annual Meeting. The nominees must agree in writing to serve.
D. Confirmation of the slate and elections of members and officers shall take place at the Annual Meeting.

Article VII: Annual Meeting
A. An Annual General Meeting of the members shall be held once every calendar year
B. A quorum at the Annual Meeting shall consist of a majority of the members present.
C. The purposes of the Annual Meeting shall be:
1. to approve a slate of Joint Committee members and Officers for the following year.
2. to approve the budget for the fiscal year
3. to effect changes in the Bylaws
4. to deal with any special matter(s) which the Joint Committee desires to bring before the members

Article VII: Fiscal Year
A. The KCA fiscal year shall be the same as the KCC fiscal year

Article IX: Amendments to the Bylaws

A. The Joint Committee shall recommend changes and/earthdayor amendments.
B. The membership shall be notified at least 21 days in advance of the Annual Meeting as to the proposed changes and/earthdayor amendments.
C. Affirmation of the members present at an Annual Meeting is required to approve any changes and/earthdayor amendments.