Bylaws of the Kendal Crosslands Arboretum
February 2020
Article I: Name
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). www.kcarboretum.org
Article II: Purpose
A. The purpose of the KCA is: in liaison with the KCA Curator, to identify, monitor and assist in the care of woody plants on the managed landscaped areas of the Kendal Crosslands campus.
B. As an accredited arboretum on the Morton Registry of the Morton Arboretum, the
KCA cultivates, fosters and promotes residents’ participation in the activities of the arboretum.
Article III: Membership
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. By-Law: All meetings shall be governed by the most recent Bylaws of the Kendal
Crosslands Arboretum Committee.
B. KCA Committee:
1. The KCA shall be governed by a maximum of twelve (12) residents, six (6) from
each of the communities. The KCA Curator and a representative of the
KCC Board of Directors may be considered as ex-officio members.
2. Decisions will be made by a “sense of the meeting”.
3. Members of the KCA Committee shall serve one year terms.
4. The KCA Committee shall meet no less than quarterly.
5. A quorum of the KCA Committee is one-half of the members, including at least one member of the Executive Committee and one representative of each community. A quorum is required to make any decisions.
6. Between regularly scheduled meetings, extraordinary and urgent matters may be handled by an electronic quorum of the members.
7. The KCA Committee shall schedule an Annual Meeting to be held in April for the KCA membership.
8. A quorum of the KCA Committee may make recommendations as to changes and/or
amendments to the KCA Bylaws.
9. Members of the KCA Committee must live at Kendal or Crosslands.
10. The KCA Committee shall have fiduciary responsibility for the KCA and shall approve a proposed budget. Extraordinary expenses that arise must be approved by the KCA Committee.
11. The KCA Committee shall be responsible for strategic planning and shall set goals for the KCA.
12. The KCA Committee shall be responsible for setting policy and shall set goals for the KCA.
13. The KCA Committee shall appoint annually a Nominating Committee from recommendations by the K/C Arb Teams.
14. The KCA Committee shall be responsible for maintaining Morton Arboretum accreditation.
C. Executive Committee:
1. The Executive Committee shall include the following elected Officers: Chair of the KCA, Secretary, Treasurer, the Vice Chairs from each of the communities, and the KCA Curator and KCC Board member as ex officio members. The maximum number of members shall be five (5) members.
2. Members of the Executive Committee shall serve for one year terms, elected at the Annual Meeting.
3. A quorum of the Executive Committee shall be a simple majority of the members.
4. The Executive Committee shall report to the KCA Committee.
5. The Executive Committee shall make decisions, as needed, for the KCA between meetings of the KCA Committee.
6. The Executive Committee shall meet only as needed.
7. The Chair shall call meetings as required to conduct urgent KCA business or if requested by a member of the Executive Committee.
8. The Executive Committee shall make recommendations to the KCA Committee on KCA matters.
9. The Executive Committee may approve expenditures in excess of line item budget allotments for Team or Joint KCA Committee expenses up to the amount allotted for contingencies but cannot exceed the approved budget total.
D. Kendal at Longwood and Crosslands Arboretum Teams:
1. The Arboretum Teams shall each consist of interested members, members of the Executive Committee and the KCA Committee members from the arboretum campus where they reside.
2. The KCA Curator shall be a member of both teams.
3. Arboretum Teams shall be responsible for recruiting members for their teams.
4. Arboretum Teams shall make decisions for their Arboretum campus following the policies, guidelines and goals established by the KCA Committee.
5. The Teams must obtain approval from the KCA Curator before making any woody- plant related changes on their campus.
6. The Teams shall exchange information with each other on a regular basis. Any proposed changes on either campus that shall affect the KCA as a whole must be brought to the Executive Committee and/or the KCA Committee before such changes are made.
7. The Teams shall maintain their budget fiduciary requirements as established by the KCA Committee and their approved Team budget. Unbudgeted extraordinary expenses must be approved by the KCA Committee.
8. The Teams may appoint committees and shall manage those committees.
9. At each campus, the Arboretum Teams shall create and maintain walks, coordinate with the Horticulture and Nature Conservancy Committees on their campus, maintain and add tree tags as needed.
10. The Teams shall submit names to the Nominating Committee for consideration as officers and members of the KCA Committee.
Article V: Duties of Officers: Elected and Appointed to serve one year terms from May 1 through April 30
A. Chair: Elected by KCA members at Annual Meeting
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 KCA Committee.
3. Shall assume the duties of the Treasurer in his/her absence.
B. Vice-Chairs (2): One Elected by Each Arboretum Team
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 KCA Committee Chair in the administration of business.
4. One Vice-Chair shall assume the duties of the KCA Chair if the KCA Chair is
unable to carry out his/her duties.
5. One Vice-Chair shall assume the duties of the Secretary in his/her absence.
6. One Vice-Chair will become a nominee for Chair at the next Annual Meeting.
7. Schedule locations for KCA meetings on their campus.
8. Plan KCA tree related events on their campus.
9. Make regular reports to the KCA Committee.
C. Treasurer: Elected by KCA members at Annual Meeting
1. Shall prepare an annual budget and financial report for approval by the KCA Committee at the February Meeting prior to the Annual Meeting.
2. Shall maintain accurate records of expenditures by the KCA Committee, the Executive Committee and the two Arboretum Teams.
3. Shall monitor KCA income and expenditures in the Arboretum Fund.
4. Shall prepare and present quarterly and year-end financial reports to the KCA Committee.
5. Shall present the budget and annual financial report at the KCA Annual Meeting in
April.
D. Secretary: Elected by KCA members at Annual Meeting
1. Shall take minutes at KCA Committee and Executive Committee meetings.
2. Shall distribute KCA minutes to KCA Committee members.
3. Shall maintain permanent records of all meetings.
4. Shall maintain up-to-date archives of important documents.
E. Gift Coordinators (2): Each Appointed by an Arboretum Team
Each Arboretum Team shall have a Gift Coordinator who shall:
1. Coordinate with the Curator the selection and location of woody plants as gifts to the Arboretum.
2. Be the liaison with prospective donors.
3. Be responsible for maintaining records of gifts.
4. Be responsible for recording gifts in permanent records.
F. Plant Recorder: Appointed by KCA Chair with Recommendation of the KCA Curator
In liaison with the KCA Curator, the Plant Recorder shall be responsible for maintaining accurate records of the woody plant inventory of the KCA and the assignment of an accession number for each woody plant.
Article VI: Elections
A. In January, two members of the Nominating Committee will be recommended by each of the Campus Arboretum Teams for a total of four members for a one-year term.
B. The members of the Nominating Committee will:
1. choose their Chair from the members of the Nominating Committee;
2. prepare a proposed slate of members and officers of the KCA Committee that will be sent to the KCA Committee at least 60 days prior to the Annual Meeting:
3. post the slate of nominees to the resident membership 30 days prior to the Annual Meeting:
C. Nominations from the membership shall be accepted in writing by the Nominating Committee no later than February 1 each year.
E. The KCA Annual Meeting will be held in April at which time elections will be held.
F. The elected members will assume office on the first day of the month following the election for the following year.
Article VII: Annual Meeting
A. An Annual General Meeting of the members of the KCA Arboretum shall be held every calendar year in April.
B. A quorum at the Annual Meeting shall consist of the members present.
C. The purposes of the Annual Meeting shall be to:
1. Approve a slate of KCA Committee members and elected Officers for the following
year
2. Approve the budget for the fiscal year
3. Effect changes in the Bylaws
4. Present any special matter(s) which the KCA Committee desires to bring before the
members
Article VIII: Fiscal Year
The KCA fiscal year shall be the same as the KCC fiscal year, from January 1 through December 31.
Article IX: Amendments to the Bylaws
A. The KCA Committee shall recommend changes and/or amendments.
B. The membership shall be notified at least 30 days prior to the Annual Meeting as to proposed changes and/or amendments.
C. Affirmation of the members present at an Annual Meeting is required to approve all changes and/or amendments.