Bylaws of Kalamazoo Garden Council 2026

KALAMAZOO GARDEN COUNCIL, INC.

ARTICLE I – NAME AND PRINCIPAL OFFICE

The mission of MGC, Inc., is to provide leadership in education, resources and networking opportunities for its members to promote love of gardening, floral design, landscape design, civic and environmental responsibility. Section 1.01 Name. The name of this Corporation is Kalamazoo Garden Council, Inc. (KGC).

Section 1.02 Principal Office. The principal office of the Corporation shall be at such place within the state of Michigan as the Board of Directors (Board) may determine.

ARTICLE II — MISSION

Section 2.01 Mission. The mission of KGC, Inc., is to provide leadership in education, resources and networking opportunities for its members to promote love of gardening, floral design, landscape design, civic and environmental responsibility.

ARTICLE III – PURPOSE AND OBJECTIVES

Section 3.01 Purpose. The purpose or purposes for which the Corporation is organized are: The Corporation is organized exclusively for those purposes allowed under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, and, specifically, to coordinate and promote the interest of garden clubs in Kalamazoo and the surrounding areas.

Section 3.02 Objectives. The primary objectives of KGC shall be:

1. to coordinate the interest of member clubs for purposes which are solely charitable, scientific, and educational;
2. to advance the art of landscape design, floral design, horticulture, to increase knowledge of natural sciences, and promote the protection and conservation of natural resources;
3. to promote organization of new clubs and to collaborate with and introduce member clubs to organizations with like objectives; and
4. to promote civic beautification and educational opportunities within our community.

ARTICLE IV – MEMBERSHIP

Section 4.01 Membership.The membership consists of all members “in good standing” of independent garden clubs who have chosen to affiliate with KGC, to promote its objectives, and to pay dues to KGC (hereinafter a “club,” or collectively, the “clubs”).

Club members have also chosen to affiliate with Michigan Garden Clubs, Inc. (MGC), Central Region Garden Clubs, Inc. (CR), and National Garden Clubs, Inc. (NGC).

Section 4.02 Associate Membership. Associate membership may be granted by the Board, without voting privileges, to any MGC member, whether or not the individual is or has been a KGC member. Associate members are eligible to hold office with the rights of that office after three years of consecutive Associate Membership.

Section 4.03 Membership Dues. Any recommended changes to the annual membership dues shall be presented for approval by the members at the annual membership meeting of KGC. Annual membership dues shall be payable to KGC by May 1^st of each year. Unpaid membership dues shall become delinquent on July 1^st. If dues are delinquent, club membership may be terminated by the Board and privileges will be forfeited by members.

ARTICLE V – MEMBERSHIP MEETINGS

Section 5.01 Annual Membership Meeting. The annual membership meeting shall be held the second Tuesday of June or as soon as possible thereafter. The purpose of the meeting of the members shall be the election of club directors to the Board of Directors; dues adjustments; the installation of officers-elect, club director and chairs of the Finance, Greens Sale, Grounds, House, Membership, and Communications committees; and any other business shall be transacted that may come before the Corporation.

Section 5.02 Special Meetings. Special meetings of the members may be called by a majority vote of the Board of Directors, by the President, or by not less than twenty percent (20%) of the voting members entitled to vote at such meeting by presenting a notice to the Secretary of KGC that is signed by the President or by the required number of voting members. The special meeting shall be promptly scheduled and notice given.

Section 5.03 Place of Meetings. All membership meetings shall be held at

the KGC’s principal office or at any other place determined by the President and stated in

the notice of the meeting.

Section 5.04 Notice of Meetings. Except as otherwise provided by statute, written notice of the time, place, and purposes of a membership meeting shall be given not less than 10 days nor more than 60 days before the date of the meeting. Notice shall be given either personally, by mail or electronic transmission to each member of record entitled to vote at the meeting at his or her last address as it appears on the books of KGC.

Section 5.05 Record Dates. For the purpose of determining which members are entitled to notice of and to vote at a meeting of members, notice of an adjournment of a meeting, and for the purpose of determining the members that are entitled to receive and to cast a ballot under these Bylaws, the Board of Directors may set, in advance, a date as the record date for any such determination of members. The record date shall not be more than sixty (60) or fewer than ten (10) days before the date of the meeting. If the vote is by ballot, pursuant to Section 6.05 below, the record date shall be not more than sixty (60) or fewer than twenty (20) days before the last date on which the Corporation must receive the ballots for them to be counted.

If a record date is not set, the record date for determination of members entitled to notice of or to vote at a meeting is the close of business on the day next preceding the day on which notice is given, or if no notice is given, the day next preceding the day on which the meeting is held. If the vote is by ballot and a record date is not set, the record date for determination of which members are entitled to receive and cast a ballot is the close of business of the day next preceding the day on which the Corporation provides the ballot to the members.

ARTICLE VI – MEMBERSHIP VOTING

Section 6.01 List of Members. The Secretary or the agent having charge of the membership records of KGC shall make and certify a complete list of the members entitled to vote at a membership meeting or any adjournment. The list shall be arranged by name alphabetically with the address and be produced at the time and place of any membership meeting, be subject to inspection by any members during the whole time of the meeting, and be prima facie evidence of the members entitled to examine the list or vote at the meeting.

Section 6.02 Quorum. Unless a greater or lesser quorum is required by statute, members present in person and by proxy, who as of the record date, represent not less than twenty percent (20%) of the members entitled to vote at a membership meeting shall constitute a quorum at the meeting. Whether or not a quorum is present, the meeting may be adjourned by vote of the members present.

Section 6.03 Proxies. A member entitled to vote at a meeting or to express consent or dissent without a meeting may authorize other persons to act for the member by proxy. A proxy form shall be signed by the member or the member’s authorized agent or representative and will not be valid beyond six months. A proxy notification shall be submitted in person or by electronic transmission to the Secretary or the agent in charge of the corporate books on or before the meeting date.

Any proxy sent by electronic transmission must either set forth or include with it information from which it can be determined that the electronic transmission was authorized by the member. If an electronic transmission is determined to be valid, the inspectors or, if there are no inspectors, the persons making the determination shall specify the information upon which they relied.

A copy, facsimile telecommunication, or other reliable reproduction of the writing or transmission created under this Section may be substituted and used in lieu of the original writing or transmission for any purpose for which the original writing or transmission could

be used, if the copy, facsimile telecommunication, or other reproduction is a complete reproduction of the entire original writing or transmission.

A proxy is revocable at the pleasure of the member executing it.

Section 6.04 Voting. Each member is entitled to one (1) vote on each matter submitted to a vote at a meeting of the members. A vote may be cast either orally, by roll call, or in writing and manner of voting recorded in the minutes. When an action is to be taken by a vote of the members, it shall be authorized by a majority vote of the members entitled to vote at a member meeting at which a quorum exists, unless a greater vote is required by these Bylaws or by law. Directors shall be elected by a plurality of votes cast for any single director position.

Section 6.05 Voting by Ballot Without a Meeting. Any action the members take at an annual or special meeting, including the election of directors, may be taken without a meeting if the Board of Directors approves of having the members take the particular action by ballot vote. If a vote by ballot is approved, the Corporation shall provide a ballot to each member that is entitled to vote on the action by delivering it to the member using the same method as the giving of notice for a meeting of members, as described in Section 5.04 above.

This provision shall not preclude holding annual or special meetings of the members.

The ballot shall meet all the requirements of Section 408(2) of the Michigan Nonprofit Corporation Act, including by specifying a time by which the Corporation must receive the ballot in order to be counted, which shall not be less than 20 or more than 90 days after the date the Corporation provides the ballot to the members.

A ballot vote is considered approved if the total number of votes cast in ballots received by the Corporation by the time specified on the ballots equals or exceeds the quorum required to be present at a meeting to take the action, and the number of favorable votes equals or exceeds the number of votes that would be required to approve the action at a meeting at which the number of votes cast by members present was the same as the number of votes cast by ballot.

ARTICLE VII – BOARD OF DIRECTORS

Section 7.01 General Powers. The business, property, and affairs of Kalamazoo Garden Council, Inc. shall be managed by the Board of Directors. All directors shall serve without compensation. The Board shall not have the power to amend the Articles of Incorporation or the Bylaws.

Section 7.02 Composition. The Board of Directors shall be composed of the following voting members: Officers of the Corporation, Immediate Past President, Club Directors, Chairs of Finance, Greens Sale, Grounds, House, Membership, and Communications Committees.

Section 7.03 Election and Tenure.

1. Club Directors: Each year, each club will nominate one of the members from that club to hold a director position on the Board of Directors. Each club will inform the Board of the member nominated as its club director prior to the annual meeting. A club member from each club will be elected to the Board at the annual meeting of the members (such a person is referred to as a “club director”). It is the responsibility of club directors as Board members to act as liaisons between their individual club and KGC. It is also the responsibility of club directors to attend Board meetings, participate on committees and encourage potential members to join clubs. A club director shall hold office until his or her successor is elected and qualified or until resignation or removal. No member shall serve as club director for more than one club during any fiscal year. The newly elected club directors will begin their term of office at the close of the annual membership meeting.

1. Immediate Past President: The Immediate Past President continues to serve on the Board of Directors for a term of one (1) year at the close of their tenure of office as President. The Immediate Past President is an ex officio voting member of the Board and included in the quorum count. The Immediate Past President is expected to serve as Parliamentarian and as Nominations Committee Chair. The Nominations Committee shall seek and recommend candidates for open officer and standing chair

positions. A slate shall be presented to the Board at the April Board meeting with elections at the May Board meeting. The committee shall also perform such other duties as delegated by the Board of Directors.

1. Standing Committees: The Chairs of the Finance, Greens Sale, Grounds, House,

Membership, and Communications committees (referred to as the “standing

committees”) shall serve on the Board of Directors. These standing committee chairs shall be appointed by the President(s), approved by the Board at the May business meeting, and presented for election at the annual membership meeting, along with club directors.

Each standing committee chair shall serve on the Board of Directors for a term of one year unless stated elsewhere in the Bylaws.

Section 7.04 Resignation. Any director on the Board may resign at any time by providing written notice to the Board of Directors. Notice of resignation will be effective upon receipt unless a subsequent time is set forth in the notice. A successor shall be appointed as provided in Section 7.06 of the Bylaws.

Section 7.05 Removal. A club director may be removed with or without cause by a majority vote of the members entitled to vote in an election of directors at a regular or special meeting. A vote of a majority of the members entitled to vote at an election of directors is required for removal. The removal shall be without prejudice.

Section 7.06 Board Vacancies. A vacancy on the Board may be filled by a majority vote of the remaining members of the Board of Directors provided a quorum is present at any regular Board meeting. Each director so elected shall serve on the Board continuing until the next annual membership meeting.

Section 7.07 May Business Meeting. A Board of Director’s meeting shall be held each year on the second Tuesday of May prior to the annual membership meeting for the election of officers. The chairs of Finance, Greens Sale, Grounds, House, Membership, and Communications committees, appointed by the President, will also be presented for approval by the Board. If the meeting is not held the second Tuesday of May, the Board shall hold the meeting as soon as possible prior to the Annual Membership Meeting.

Section 7.08 Regular Meetings. Regular meetings may be held at the time and place as determined by a Board of Directors’ resolution without notice other than the resolution. Regular Board meetings shall be held each month excluding December.

Section 7.09 Special Meetings. Special meetings of the Board may be called by the President or any three directors at a time and place as determined by those persons authorized to call special meetings. Notice of the time and place of special meetings shall be given to each director at least three days before the meeting, either: delivered personally or told orally to each director by telephone by speaking directly with each director (it is not acceptable to leave a voice mail message or to leave a message with a third person) or delivered by a form of electronic transmission.

Section 7.10 Waiver of Notice. The attendance of a director at a Board meeting shall constitute a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. In addition, the director may submit a signed waiver of notice that shall constitute a waiver of notice of the meeting.

Section 7.11 Meeting by Electronic Communication. A voting member may participate in a meeting by teleconference or any similar communication equipment through which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence in person at the meeting. The Secretary will note in the minutes the name of all participants and whether attendance in person or through electronic communication.

Section 7.12 Quorum. The Board quorum shall be 51% of the Board membership then in office for the transaction of business. A quorum shall be present during the entire meeting.

Section 7.13 Voting.The vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless a greater vote is required by law, by the Articles of Incorporation or by these Bylaws. Each Director present shall have one vote, even if a Director holds more than one position with KGC that qualifies for a director position (e.g., officer and chair of a standing committee). Except for voting by unanimous written consent, pursuant to Section 7.14, Directors act as a group and must be present in person to vote (including being present by remote communication). Directors cannot vote by proxy or other means where they cannot communicate with each other, and Directors also cannot send persons to a meeting of the Directors to act in their place.

Section 7.14 Consent to Corporate Actions. Any action to be taken with Board authorization may be taken without a meeting if, before or after the action, all directors consent to the action in writing or by electronic transmission. Consents, including printed electronic transmission, shall be filed with the minutes of the proceedings.

ARTICLE VIII – COMMITTEES

Section 8.01 Standing Committees of the Board. The following committees shall be standing committees: Finance, Greens Sale, Grounds, House, Membership, and Communications committees. The chair of each of the standing committees shall serve as a director on the Board of Directors. See Section 7.03C for appointment and election details regarding standing committees.

1. Finance Committee

1. Committee Members & Tenure. The Finance Committee shall be comprised of a Finance Committee Chair, the KGC Treasurer, and at least one other club member chosen by the chair. The Finance Committee Chair shall be approved by the Board of Directors and elected by the KGC membership, pursuant to Article VII, Section 7.03(C) and may serve five (5) consecutive one-year terms. In addition to the chair and the Treasurer, the Finance Committee Chair shall select and appoint at least one additional KGC member to serve on the Finance Committee for a term of one (1) year.

1. Duties. The KGC Finance Committee shall prepare a proposed annual budget and present it for review to the Board on or before the March Board meeting. The budget will be approved at the April Board meeting. The Finance Committee shall advise the Board on corporate financial issues. The Committee shall also have regular meetings to review the budget and portfolio of the Corporation, to meet with investment advisors, and such other duties as delegated by the Board of Directors.

2. Greens Sale Committee

1. Committee Members & Tenure. The Greens Sale Committee shall be comprised of a chair and at least one member from each KGC club, all to be approved by the Greens Sale Committee Chair.

The chair of the Greens Sale Committee shall be approved by the Board of Directors and elected by the KGC membership, pursuant to Article VII, Section 7.03(C) and may serve for a one-year renewable term at the invitation of the President and approved by the Board. The chair of the Greens Sale Committee shall appoint at least one member from each KGC club to serve on the Committee.

1. Duties: The Greens Sale Committee shall be responsible for planning and executing all details of the annual major KGC fundraiser which has traditionally been held prior to Christmas and includes the sale of fresh greens and other holiday décor and gifts.
2. Grounds Committee

1. Committee Members & Tenure. The Grounds Committee shall be comprised of a chair and at least two (2) club members chosen by the chair.

The chair of the Grounds Committee shall be approved by the Board of Directors and elected by the KGC membership, pursuant to Article VII, Section 7.03(C) and may serve a one-year renewable term at the invitation of the President. The chair of the Grounds Committee shall appoint at least two (2) club members of KGC to serve on the committee.

1. Duties: The Grounds Committee shall prepare a landscaping plan for the grounds around the Council House and provide guidance to clubs to manage their area of the grounds. The Grounds Committee will provide leadership in the care of trees and shrubs on the Council House grounds. Activities such as hardscape or landscape projects or memorial celebrations will be managed by the Grounds Committee with approval of the Board of Directors.

4. House Committee

1. Committee Members & Tenure. The House Committee shall be comprised of a chair and at least two (2) club members chosen by the chair.

The chair of the House Committee shall be approved by the Board of Directors and elected by the KGC membership, pursuant to Article VII, Section 7.03(C) and may serve a one-year renewable term at the invitation of the President. The chair of the House Committee shall appoint at least two (2) club members of KGC to serve on the Committee.

1. Duties: The House Committee shall oversee the house structure, interior and exterior, to ensure good safety standards and optimal operating conditions. The need for outside services, including snow removal and cleaning, are to be determined and managed by the House Committee. The House Committee Chair will interface with County to manage any needed issues or repairs.

5. Membership Committee

1. Committee Members & Tenure. The Membership Committee shall be comprised of a chair and at least two (2) club members chosen by the chair.

The chair of the Membership Committee shall be approved by the Board of Directors and elected by the membership, pursuant to Article VII, Section 7.03(C) and may serve a one-year renewable term at the invitation of the President. The chair of the Membership Committee shall appoint at least two (2) club members of KGC to serve on the Committee.

1. Duties: The Membership Committee shall identify appropriate events and venues in which KGC should participate and make recommendations to the Board and all arrangements for exhibits. The Committee will provide materials, guidance, support for clubs to invite potential members and to retain current members..

6. Communications Committee

1. Committee Members &Tenure. The Communications Committee shall be comprised of a chair and two (2) club members selected and appointed by the Communications Committee Chair.

The chair of the Communications Committee shall be approved by the Board of Directors and elected by the membership, pursuant to Article VII, Section 7.03(C) and may serve for five (5) consecutive one-year terms. The chair of the Communications Committee shall appoint two (2) club members of KGC to serve on the Communications Committee to serve on the committee.

1. Duties. Working with the Board of Directors and Standing and Ad Hoc Committee Chairs, the Communications Committee will develop all needed communications and communications materials to support Kalamazoo Garden Council activities and events. This will include overseeing all print and electronic communications to and for KGC members.

Section 8.02 Meetings. Committees shall meet as directed by the Board, and their meetings shall be governed by the rules provided in Article VII for meetings of the Board of Directors.

Section 8.03 Consent to Committee Action. Any action required or permitted to be taken pursuant to authorization of a committee may be taken without a meeting if, before or after the action, all members of the committee consent to the action in writing or electronic communication. Printed consents, including printed electronic communication, shall be filed with the minutes of the committee’s proceedings.

Section 8.04 Additional Committees. Additional committees or standing committees of KGC may be established by the Board and appointed by the President. Any KGC member “in good standing” may serve on the committees and other provision as provided by Section 527 of the Michigan Nonprofit Corporation Act. A committee that is appointed under this section is not an executive committee and may not execute the power or authority of the Board or an executive committee in the management of the business and affairs of the Corporation.

Committees created under this section will perform all duties assigned by the Board and committee chairs will report to the Board. The Board may also designate one or more directors as alternate committee members who may replace an absent or disqualified member at a committee meeting. Term of office for committee chairs is one (1) year unless stated

elsewhere in these Bylaws. All committees designated by the Board shall serve at the pleasure of the Board of Directors.

Section 8.05 Limited Powers. No committee, even a committee that can exercise the power of the Board, shall have the power to:

1. amend the Articles of Incorporation;
2. adopt an agreement of merger or consolidation;
3. amend the Bylaws of the Corporation;
4. fill vacancies on the Board;
5. fix compensation of the directors for serving on the Board or on a committee;
6. recommend to members the sale, lease, or exchange of all or substantially all of the Corporation’s property and assets;
7. recommend to the members a dissolution of the Corporation or a revocation of a dissolution;
8. terminate memberships; or
9. hire professional advisors such as certified public accountants and attorneys to represent the Corporation.

ARTICLE IX – OFFICERS

Section 9.01 Number. Officers shall be elected by the Board. The officers shall be President or two Co-Presidents, Vice-President, Recording Secretary, Corresponding Secretary, and Treasurer. The Nominations Committee will put forth to the Board the officer candidates.

Except in the election of a Co-Presidents, two or more offices may be held by the same person, but such person should not execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law, by the President or Co-Presidents or by the Board to be executed, acknowledged, or verified by two or more officers. Officers shall be elected by the Board of Directors during the May business meeting and will be installed by the members at the annual membership meeting in June.

Section 9.02 Term of Office. Officers shall hold office for a term of one (1) year with a limit of two (2) consecutive terms unless stated elsewhere in these Bylaws. Each shall assume office at the close of the annual membership meeting or until a successor is appointed and qualified by the Board. An officer may resign at any time by providing written notice to the Board. Notice of resignation is effective upon receipt unless a subsequent time is set forth in the notice.

Section 9.03 Removal. Officers and chairs of the Finance, Greens Sale, Grounds, House, Membership, and Communications committees may be removed with or without cause by a majority vote of the Board. The removal shall be without prejudice to the person’s contract rights, if any. Appointment to an office does not of itself create contract rights.

Section 9.04 Vacancies. A vacancy for an officer may be filled by a majority

vote of the remaining members of the Board of Directors provided a quorum is present at any regular Board meeting. Each officer so elected shall serve on the Board for a term of office continuing until the next annual membership meeting.

Section 9.05 President or Co-Presidents.A President or two Co-Presidents shall be elected to serve as the chief executive officer(s) of the Corporation and shall have general control and management of the business and affairs of the Corporation to the extent authorized by the Board.

A. The President or two Co-Presidents jointly shall:

• Preside at all meetings of the Board of Directors and the members, if applicable..
• Act as the primary executive officer(s) of the corporation, overseeing strategic planning, operational matters, and corporate functions.
• Execute contracts and documents requiring presidential signature, with both Co-
• Presidents’ approval unless otherwise stated by the Board.
• Serve as representative(s) of KGC to external stakeholders, including donors, partners, and regulatory agencies.
• Delegate authority to officers, staff, or committees as necessary to conduct business efficiently.

B. The President or Co-Presidents shall sign all corporate documents and agreements on behalf of the Corporation, unless the President(s) or the Board instructs that the signing be done with or by some other officer or agent. The President(s) shall see that all actions taken by the Board are executed and shall perform all other duties incident to the office. This is subject, however, to the President’s right and the right of the Board to delegate any specific power to any other officer of the Corporation

Section 9.06 Decision Making Between Co-Presidents.In the event of disagreement between the Co-Presidents, the matter shall be referred to the Board of Directors, who shall resolve the issue by majority vote. Otherwise, the Co-Presidents must act jointly in accordance

with Board policies.

Section 9.07 Vice-President. The Vice-President shall have the power to perform duties that may be assigned by the President(s) or the Board. If the President or Co-Presidents are absent or unable to perform duties, the Vice-President shall perform the President’s duties until the Board directs otherwise. The Vice-President shall perform all duties incident to the office, including chairing the Annual New Member Brunch and the Annual KGC Meeting.

Section 9.08 Recording Secretary & Corresponding Secretary. The following duties shall be distributed between the Recording Secretary and the Corresponding Secretary. The Secretary shall (a) keep minutes of Board meetings, distribute these in a timely manner and printed copies shall be kept at the principle corporate office; (b) be responsible for providing notice to each member or director as required by law, the Articles

of Incorporation, or these Bylaws; (c) be the custodian of designated corporate records; (d)

keep a register of the names and addresses of each member, officer and director; generate correspondence on behalf of KGC; and (e) perform all duties incident to the office and other duties assigned by the President or the Board.

Section 9.09 Treasurer. The Treasurer shall (a) have charge and custody over corporate funds and securities; (b) keep, or cause to be kept, accurate books and records of corporate receipts and disbursements; (c) deposit all moneys and securities received by the Corporation at such depositories in the Corporation’s name that may be designated by the Board; (d) complete, or cause to be completed, all required corporate filings, including tax

filings, information return filings and state licensing; and (e) prepare an end of fiscal year balance sheet for the annual meeting (f) sit on the Finance Committee; (g) perform all duties incident to the office and other duties assigned by the President or the Board. The Treasurer may serve five (5) consecutive terms.

ARTICLE X – CORPORATE DOCUMENT PROCEDURE

No corporate documents (including stocks, bonds, agreements, insurance and annuity contracts, qualified and nonqualified deferred compensation plans, checks, notes, disbursements, loans, and other debt obligations) shall be signed by any officer, designated agent, or attorney-in-fact unless authorized by the Board of Directors or by these Bylaws.

ARTICLE XI – PARLIMENTARY AUTHORITY

The parliamentary authority for KGC shall be, Robert’sRulesofOrder,NewlyRevised(current edition, except when they are inconsistent with the KGC Bylaws or Articles of Incorporation).

ARTICLE XII – INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

Section 12.01 Indemnification: Claims by Third Parties.Except as provided in Section 12.08, below, the Corporation may, in the complete discretion of the Board of Directors, and to the extent that the Board may approve, indemnify in full or in part any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of the Corporation) brought or maintained by a third person by reason of the fact that he or she is or was a Director, Officer, employee, nondirector volunteer or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, nondirector volunteer or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, for expenses, including attorneys’ fees, judgments, penalties, fines and amounts paid in settlement, actually and reasonably incurred by the person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe that the conduct was unlawful. The termination of an action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent does not, of itself,

create a presumption that the person did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal proceeding, had reasonable cause to believe that the conduct was unlawful.

Indemnification shall not be allowed for any action, suit or proceeding brought by the Corporation against a Director, Officer, employee, nondirector volunteer or agent of the Corporation or brought by a Director, Officer, employee, nondirector volunteer or agent of the Corporation against the Corporation.

Section 12.02 Actions by or in Right of the Corporation.Except as provided in Section 12.08, below, the Corporation may, in the complete discretion of the Board of Directors, and to the extent that the Board may approve, indemnify in full or in part any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit brought or maintained by a third person by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a Director, Officer, employee, nondirector volunteer or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, nondirector volunteer, or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, for expenses, including attorneys’ fees and amounts paid in settlement actually and reasonably incurred by the person in connection with the action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation.

The Corporation shall not indemnify a person for a claim, issue, or matter in which the person is found liable to the Corporation except to the extent ordered by a court pursuant to Section 564c of the Michigan Nonprofit Corporation Act, as amended from tome to time (the “Act”). Indemnification shall not be allowed for any action, suit or proceeding brought by the Corporation against a Director, Officer, employee, nondirector volunteer or agent of the Corporation or brought by a Director, Officer, employee, nondirector volunteer or agent of the Corporation against the Corporation.

Section 12.03 Expenses. To the extent that a Director, Officer, employee, nondirector volunteer or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 12.01 or 12.02 of this Article or in defense of any claim, issue or matter in the action, suit or proceeding, the Corporation may, in the complete discretion of the Board of Directors, indemnify such person for actual and reasonable expenses (including attorneys’ fees) incurred by him or her in connection therewith. The provisions of this Section 12.03 are intended to abolish the requirements for mandatory indemnification set forth under Section 563 of the Act; however, the Corporation shall still be required to assume a person’s liabilities under Section 209(1)(d) and (e) of the Act.

Section 12.04 Determination of Indemnification.Except as otherwise provided in Section 564a(5) of the Act, unless ordered by the court, the Corporation shall indemnify a Director, Officer, employee, nondirector volunteer or agent under Sections

12.01 and 12.02 only if authorized in the specific case based on a determination that indemnification of the Director, Officer, employee, nondirector volunteer or agent is proper in the circumstances because that person has met the applicable standard of conduct set forth in Sections 12.01 or 12.02 and based on an evaluation that the expenses and amounts paid in settlement are reasonable. The Corporation shall make a determination and evaluation under this Section in one of the following ways:

By a majority vote of a quorum of the Board consisting of Directors who are not parties or threatened to be made parties to the action, suit, or proceeding.

If the Board is unable to obtain a quorum under subdivision (a), then by majority vote of a committee that is duly designated by the Board and that consists solely of two or more Directors who are not at the time parties or threatened to be made parties to the action, suit or proceeding.

By independent legal counsel in a written opinion, which counsel shall be selected in one of the following ways: (i) By the Board or a committee of directors in a manner prescribed in subdivision (a) or (b); or (ii) If a quorum of the Board cannot be obtained under subdivision (a) and a committee cannot be designated under subdivision (b), by the Board.

In the designation of a committee under subsection (b) or in the selection of independent legal counsel under subsection (c)(ii), all Directors may participate.

The Board shall authorize payment of indemnification in any of the ways permitted by Section 564a(4)(a) of the Act.

Section 12.05 Indemnification for Limited Liability of Director.To the extent that the Corporation’s Articles of Incorporation eliminate or limit the liability of a director under Section 209(1)(c) of the Act, the Corporation may indemnify the Director for expenses and liabilities described in that subsection without a determination that the Director has met the standard of conduct set forth in Sections 12.01 or 12.02. Any indemnification under this Section is subject to the restrictions and limits set forth in Section 564a(5) of the Act.

Section 12.06 Advancement of Expenses.The Corporation may, in the complete discretion of the Board of Directors, pay or reimburse the reasonable expenses incurred by a Director, Officer, employee, nondirector volunteer or agent of the Corporation or a person that is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another domestic corporation, foreign corporation, domestic business corporation, foreign business corporation, partnership, limited liability company, joint venture, trust or other enterprise, whether for profit or not, that is a party or threatened to be made a party to an action, suit or proceeding in advance of final disposition of the proceeding if the person furnishes the Corporation a written agreement executed

personally or on the person’s behalf, to repay the advance if it is ultimately determined that the person did not meet the standard of conduct, if any, required by the Act for the indemnification of a person under the circumstance. Such an agreement must be an unlimited general obligation of the Director, Officer, employee, nondirector volunteer or agent but may be unsecured. The Corporation may accept such agreement without reference to the financial ability of the person to make repayment.

The Corporation shall evaluate the reasonableness of advances under this Section in the manner described in in Section 12.04 above and make an authorization of payment in any of the ways permitted by Section 564a(4)(a) of the Act.

Section 12.07 Partial Indemnification.If a person seeks indemnification

under Section 12.01 or 12.02 for a portion of expenses including attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount thereof, the Corporation may, if approved by the Board of Directors, in its complete discretion, and to the extent that the Board may approve, indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.

Section 12.08 Liability Insurance.The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, nondirector volunteer, or agent of the Corporation, or that is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, nondirector volunteer or agent of another foreign or domestic corporation, foreign or domestic business corporation, limited liability company, partnership, joint venture, trust or other enterprise, for profit or nonprofit (the preceding persons are individually referred to as an “Indemnified

Party”) against any liability asserted against the Indemnified Party and incurred by such Indemnified Party in that capacity or arising out of such person’s status as such (referred to as “Liability Insurance”), whether or not the Corporation has the power to indemnify the person against liability under the provisions of the Act, as amended. If the Corporation purchases Liability Insurance and if the Corporation receives a request for indemnification from an Indemnified Party, then the Indemnified Party shall be entitled to receive those benefits and protections (if any) provided by the Liability Insurance, as determined exclusively by the company issuing the policy of Liability Insurance. In addition to any insurance benefits that an Indemnified Party may receive, the Corporation may also indemnify the Indemnified Party against any liabilities, expenses and/or costs that are not covered by the Liability Insurance, if this indemnification is approved pursuant to the procedures set forth in this Article XII..

The Corporation is not obligated to purchase Liability Insurance, and if it does, it is not required to buy insurance that protects all Indemnified Parties, or that covers all possible claims or that provides the same insurance coverage to all Indemnified Parties. The Corporation shall have no liability to an Indemnified Party (or his/her heirs or successors) if:

(a) it does not purchase Liability Insurance that insures a particular person, or (b) if the scope or amount of coverage for any Liability Insurance is not sufficient to compensate an Indemnified Party for the liabilities, expenses and/or costs incurred by such person, including attorney fees, judgments, penalties, fines, and amounts paid in settlement.

If the Corporation’s Articles of Incorporation include a provision that eliminates or limits the liability of a Director under Section 209(1)(c) of the Act, the Corporation may purchase insurance on behalf of a Director from an insurer owned by the Corporation, but insurance

purchased from that insurer may insure a Director against monetary liability to the Corporation only to the extent to which the Corporation could indemnify the Director under Section 564a of the Act.

Section 12.09 Definitions.For purposes of this Article XII, the terms “corporation”, “fines”, “other enterprises”, “serving at the request of the Corporation” shall be defined as set forth in the Act.

ARTICLE XIII – COMPENSATION

When authorized by the Board, a person shall be reasonably compensated for services rendered to the Corporation as an officer, director, employee, agent, or independent contractor, except as prohibited by these Bylaws.

ARTICLE XIV – FISCAL YEAR

The fiscal year of KGC begins June1^st and ends May 31^st.

ARTICLE XV – AMENDMENTS

Section 15.01 Bylaws. At an annual meeting or special meeting these Bylaws may be amended or new Bylaws adopted provided (a) a quorum consists of not less than twenty percent (20%) of the total eligible voting members of KGC in person or by proxy (b) it shall be approved by a majority vote of the members present at the meeting entitled to vote provided a quorum is present (c) notice setting forth the terms of the proposed amendment has been given in accordance with any notice requirement for member meetings. Bylaws shall become effective at the end of the meeting at which they were adopted.

Section 15.02 Bylaws Review. Bylaws shall be reviewed at least every five (5) years by a committee of no less than five (5) members approved by the Board.

CERTIFICATE OF ADOPTION OF BYLAWS

I do hereby certify that the above stated Bylaws of Kalamazoo Garden Council, Inc., as amended, were approved and adopted by the Board of Directors and the KGC Membership and constitute a complete copy of the Bylaws of the Corporation.

Adopted June 16, 2026