JCMGA Board Meeting Minutes March 14, 2025

Board Members Present:

Barbara Low, President, Winter Dreams Summer Gardens Co-Chair, Member Services WG Co-Chair

Marcie Katz, Past President, Co-Chair Spring Garden Fair WG

Linda Millus, President-Elect, Member Services WG Co-Chair

Regula Pepi, Assistant Treasurer

Ann Ackles, Membership Secretary

Kathy Apple, Recording Secretary

Colet Allen, OMGA Representative & Winter Dreams Summer Gardens Co-Chair

Teresa Jarratt, Co-Archivist

Jory Kaplan, Member-at-Large

Michael Hornbeek, Community Outreach WG Chair

Lucy Pylkki, Spring Garden Fair WG Co-Chair & Marketing & Technology Co-Chair

Janine Salvatti, Gardens WG Chair

Kaleen Reilly, Member-at-Large

Linsey McNab, Co-Student Representative

Erin Galbraith, Co-Student Representative

Board Members Absent:

Keltie Nelson, Treasurer, Co-Chair Marketing & Technology WG

Rebecca Cohn, Member-at-Large

Joanne Daane, Member-at-Large

Mary Schrouder, Member-at-Large

Jane Moyer, Fundraising WG Chair

Carrie Holmes-Stanton, Co-Archivist

Grace Florjancic, OSU MG Program Coordinator

Guests:

Sheri Morgan

Call to Order:  President Barbara Low called the Board meeting to order at 9:13am.

Additions to the Agenda:  There were no additions to the agenda.

Approval of the Consent Agenda:   All filed, written reports under the Consent Agenda were reviewed by members of the Board with the exception of a Spring Garden Fair report.

MOTION:  It was moved and seconded to accept the Consent Agenda as amended.  Motion passed.

Approval of the Agenda:

MOTION:  It was moved and seconded to approve the agenda as presented. Motion passed.

Approval of the Board Meeting Minutes from February 14, 2025:

MOTION:  It was moved and seconded to approve the February 14, 2025 Board Meeting Minutes as written.  Motion passed.

Finance Report:  President Low presented the financial statements for February on behalf of Treasurer Nelson and responded to questions from the Board.

MOTION:  It was moved and seconded to approve the financial statements for February 2025.  Motion passed.

MG Program Coordinator Report:  President Low presented the report on behalf of Coordinator Florjancic and added that the Practicum education program is going quite well.

President’s Report:   President Barbara Low shared the following information with the Board:

1. President Low reported on the monthly meeting with MG Program Coordinator Grace Florjancic and Farm Manager Jake Hoyman. They discussed issues regarding irrigation interruption to the greenhouse, notifying Grace when members are on the property, possible move of the tool pod, and OSU technology support coming to upgrade the auditorium system.

Membership Secretary Report:   Membership Secretary Ann Ackles reported that she has received 167 membership renewals, 17 lifetime members, 6 associate members, one honorary member, and 37 students.  Ann also presented a list to President Low with members who are interested in various aspects of the association’s activities.

Discussion & Business:

1. Community Outreach Chair Michael Hornbeek presented proposed language to expand groups that would be eligible for community garden grants. The Board discussed the idea of being more inclusive to increase support for community garden grants in the valley.  Michael, Sherri Morgan, and Kathy Apple will draft a policy revision and ask the Board to vote on proposed policy changes via email.
2. Part Time Employee: The Ad Hoc Committee to review the pros and cons of a part time employee recommended that the Board first explore the use of an independent contractor.  Costs for a contractor could be added to the budget or a grant may need to be obtained.   For tasks related to the demonstration gardens, the Board asked the Gardens Working Group to prioritize the work and bring a proposal for a contractor back to the Board for consideration.  Regarding the Native Plant Nursery, the Board will encourage interested student volunteers to help out at this time.  The Board will discuss the proposed part time labor job description and the future goals of the nursery at the May Board retreat.
3. Bylaws Committee: Kathy Apple presented the committee’s recommendations for the three issues identified by the Board.
4. 1. The committee recommended in lieu of a verbal Board oath, a written Board Member commitment statement be reviewed and signed by each Board Member at the first Board meeting of the new year. See Attachment A.

MOTION:  It was moved and seconded to approve the JCMGA Board Member Commitment statement.   Motion passed.

1. 2. Bylaws Revision: Proposed changes to Voting by proxy in Article 1, Section 2.b. and the membership Secretary Duties in Article, Section 10., were presented to the Board for review and discussion. See Attachment B.

1. 3. Review Policy 1.5 Document Archive, Information, & Retention. A complete revision of this policy was presented to the Board for review and discussion to address issues related to access, Dropbox and consistency with Oregon nonprofit laws.  See Attachment

MOTION:  It was moved and seconded to delete the current Policy 1.5 and replace it with the proposed revision.  Motion passed.

1. SOREC Advisory Council Minutes: A copy of the November 13, 2024 minutes of this council was added to the March Board Report Dropbox file.  No one attending the Board meeting knew anything about this council, what its purpose is, if JCMGA has a position on the council, and if so, how is that position selected.  Further information will be obtained.
2. Garden Modification Plan: The Vegetable Demonstration Garden has to be moved due to building the new SOREC housing unit.  Per Policy 5.2., any changes being proposed to an existing JCMGA Demonstration Garden that involves adding, moving, changing the size or theme, or removing an existing garden, needs to be approved by the OSU JCMGA Program Coordinator, SOREC Director, JCMGA Gardens Working Group, and the JCMGA Board prior to any changes being executed.  Working Group Chair Janine Salvatti presented the garden modification form with approval by all concerned and requested approval by the Board.   In addition, the Board was asked to approve $500.00 for costs related to moving the garden.

MOTION:  It was moved and seconded to approve moving the Vegetable Demonstration Garden per Policy 5.2.   Motion passed.

MOTION:  It was moved and seconded to approve $500 to support costs related to moving the Vegetable Demonstration Garden.  Motion passed.

Announcements:

1. OMGA and JCMGA Award Nominations are due April 15, 2025.
2. Earth Day at the Blue Heron Park event will be held April 19, 2025.
3. The Legacy Tree event will be held April 22, 2025.
4. The Spring Garden Fair will be held May 3 & 4, 2025 at the Expo.
5. The OMGA Silent Auction will be held July 11-12, 2025
6. The Medford Open Streets event will be held May 31, 2025.
7. The JCMGA Annual Picnic will be held June 28, 2025.

Adjournment:  The meeting was adjourned at 11:00am.

Next Meeting:

1. The next regular Board meeting will be held April 11, 2025 from 9:00am to 11:30am.

Respectfully Submitted by Kathy Apple, Recording Secretary

Attachment A.

JCMGA Board Member Commitment

As a member of the JCMGA Board of Directors, I promise to uphold the following principles and practices to the best of my ability.

I will:

• Support JCMGA’s programs and activities for the purpose of advancing its mission;
• Take care of the association by ensuring prudent use of all assets, including facilities, people, and good will;
• Recognize and disclose conflicts of interest and make decisions that are in the best interest of JCMGA;
• Ensure that JCMGA follows its own bylaws and policies; and
• Abide by the OSU Code of Conduct.

As a fully engaged board member, I will:

• Come to board meetings prepared for discussion and decision making;
• Focus on listening, ask questions, and seek to understand;
• Participate in organizational planning and the management of JCMGA programs and services; and
• Serve as an ambassador to enhance the public presence of JCMGA.

 

Signature ________________________________

Date____________________________________

 

Attachment B.

Jackson County Master Gardener Association

BYLAWS

ARTICLE I.  BOARD OF DIRECTORS

Section 1.  General Powers.  The governing body of the Association is the Board of Directors.  The Board of Directors shall have control of and be responsible for the management of the affairs and property of the association including but not limited to the setting of fees for membership and other JCMGA activities.

Section 2.  Membership.  The Board has three categories of membership.

1. Those who are elected: President, President-Elect,

Treasurer, Assistant Treasurer, Recording Secretary,

Membership Secretary, Archivist, OMGA Representative, and five Members-at-Large.

The President-Elect shall normally become the President and therefore will not appear on the ballot for re-election.  If the President-Elect is unable to become President, then a President will be elected.

1. Those selected as representatives of the following working groups:

Marketing and Technology Working Group

Community Outreach Working Group

Fundraising Working Group

Gardens Working Group

Member Services Working Group

Spring Garden Fair Working Group

Winter Dreams Summer Gardens Working Group

These Working Groups may elect chairs or co-chairs and may send any one nominated representative to the Board, subject to Board approval.  The representative shall have voting privileges.  If the working group representative already serves as a Board member in another capacity, they would have only one vote.

1. Additional members: Immediate Past President, OSU JCMG Program Coordinator and Student Representative.

Section 3. Eligibility & Voting

1. Eligibility: Individuals eligible to run for election to the Board of Directors include Active Members, Life Members, and students who will have graduated from the Master Gardener Program and paid membership dues for the year for which they are seeking election. Honorary Members and Associate Members are not eligible to run for election to the Board of Directors.
2. Voting: Only persons on the Board of Directors have the authority to vote on association business excluding the OSU JCMG Program Coordinator.

Section 4.  Executive Committee.  To facilitate activities of the Board and this Association, an Executive Committee shall be formed to include the President, President-Elect, Past President, Recording Secretary, and Treasurer. Three additional Board members shall be appointed by the President and shall not serve for more than two (2) consecutive years. This committee shall act as needed on behalf of the Board between regular Board meetings in accordance with Robert’s Rules of Order (current edition).  An accounting of actions taken by this committee shall be fully disclosed at the next Board meeting.

Section 5.  Terms of Office.  All offices that are filled through the ballot process serve a one-year term and may serve a subsequent term subject to re-election or

appointment for a vacant position.  Association Working Group Board member positions are selected by the respective Groups, subject to confirmation by the Board.  The Past President position serves for one year unless confirmed by the Board to continue due to the needs of the Board.

Section 6.  President.   Duties of the President shall be to provide leadership to the Association, preside over all meetings of the Board, appoint members to committees as needed, ensure that financial reports are made on time and perform duties normally deferred to the President.  The President is an ex-officio member of all committees.

Section 7.  President-Elect.  Duties of the President-Elect shall be to support the President, preside over all meetings of the Board in the absence of the President and chair various committees. The President-Elect is an ex-officio member of all committees.

Section 8.  Immediate Past President.    The duties of the Immediate Past President shall include serving as advisor to the Board and Parliamentarian.

Section 9.  Recording Secretary. The Recording Secretary

shall keep a record of Board meetings and other activities of the Association, report minutes of Board meetings, write general correspondence for the Board and the Association at large, and assist in the election process.

Section 10.  Membership Secretary. The Membership Secretary shall maintain the official JCMGA membership list, publish the annual directory, maintain liaison with OMGA to ensure a current member list, send the annual reminders for dues to the members and report the results to the Board and oversee and implement a secure election process.   

Section 11.  Treasurer.  The Treasurer shall have the responsibility for safekeeping of all funds and assets of the Association.  Other duties include:

1. Act as chair of the Budget Committee;
2. Responsible for timely financial bookkeeping and accounting operations of the Association in accordance with the budget approved by the

Board;

1. Responsible for the Association’s funds, accurate and complete financial records, and internal control processes using acceptable accounting standards;
2. Provide monthly financial reports to the Board;
3. Prepare an annual budget;
4. File all required financial statements with

OMGA;

1. Facilitate an annual review of JCMGA financials by an outside accounting firm.

Section 12. Assistant Treasurer. The Assistant Treasurer shall support and aid the Treasurer and serve as a member of the Budget Committee.

Section 13. Archivist.  The Archivist shall maintain the document archives and provide oversight and management of archival documentation.

Section 14. OMGA Representative.  The Representative (or Alternate Representative) serves as a board member of OMGA and shall report activities of the JCMGA Chapter and act on all matters on behalf of the

JCMGA Chapter.  A report on OMGA meetings shall be given in writing to the JCMGA Board.

Section 15. OSU JCMG Program Coordinator. The individual responsible for the Jackson County OSU Master Gardener Program acts as liaison to the Association and shall be a non-voting, ex-officio member of and an advisor to the JCMGA Board.

Section 16. Members-at-Large.   Members-at-Large are elected by the membership and shall perform such duties as may be required by the Board.  A member at large shall be approved by the Board at the January meeting to be the alternate OMGA representative.

Section 17. Student Representative. One student representative from the current Master Gardener class shall be elected by the current Master Gardener class and appointed by the President in March.  If no new class is convened the following year, the current Student Representative may continue to represent the current students as a voting member of the Board.

Section 18. Absences.   Any Board member missing two consecutive meetings without reasonable excuse for the absence may be subject to removal by Board action.  A two-thirds vote is required for removal following previous notice.  Members unable to attend a Board meeting will notify the President or another officer prior to the meeting.

ARTICLE II.  MEETINGS

Section 1. Annual Meeting.  The Board shall hold an annual meeting of the membership in conjunction with a meeting of the Board in June of each year.

Section 2. Board Meetings.  All Board meetings shall be conducted according to Robert’s Rules of Order.

Section 3. Other Meetings.  Other meetings of the Association at large may be held for conducting business, continuing education in gardening, furthering the OSU extension program and other topics related to the activities of the organization.  The public may be invited to general education/information meetings.

Section 4. Quorum.  Before a meeting of the Board is called

to order for the purpose of conducting business the President (or Recording Secretary) shall determine if a quorum is present.  A quorum is a majority of the Board members.  A quorum at other association meetings is a majority of the membership of that body.

Section 5.  Voting.  Amending the bylaws, removing a member from office, or removing an Association member from membership requires previous notice and an affirmative vote by two-thirds of those present at a subsequent meeting of the Board. (See Articles of Association paragraph 6)

Section 6. Open Meeting Policy.  All regular meetings of the Board of Directors are open to all active members and all are encouraged to attend and participate in the discussion.  With the exception of the Executive, Nominating and Scholarship committees, all association Working Groups and committee meetings are subject to this policy.

ARTICLE III.  ELECTION OF BOARD MEMBERS

Section 1. Nominating Committee.  The President-Elect shall chair the Nominating Committee. Four other active members from the Association membership shall be elected to the Nominating Committee at the June Board meeting.

Section 2. Nominations from the Membership.  The President Elect shall communicate to the active membership a notice requesting:

1. members to volunteer to serve on the Board, and/or,
2. nominations for candidates to serve on the Board for the ensuing year.

The notice shall be placed in the July “Garden Beet” and sent out electronically.  Written nominations addressed to the Nominating Committee shall be returned electronically to the President-Elect, or in person, or by mail, to the Master Gardener office no later than September 1.

Section 3. Nominees.  The Nominating Committee shall confirm that the members who volunteer, or are nominated for elected positions, are eligible and willing to serve.  These names are then listed on the proposed election ballot that shall be prepared by the committee.   

Section 4. Confirmation by the Board.  The Chair of the Nominating Committee will announce the proposed candidates for office at the October Board meeting.  The President shall ask the Board to approve the nominees and the ballot.

Section 5. Ballots.  The Membership Secretary will send the

ballots to all Active Members, Life Members, and current Master Gardener students who will graduate as determined by the OSU JCMG Program

Coordinator, by mail or electronically with notice that write-in nominations will be considered for all positions.    Members who use paper ballots shall return them to the Master Gardener office by the same day the online election is scheduled to conclude.  Returned ballots shall be placed in a secure ballot box.

Section 6. Tellers.  The Membership Secretary, Recording Secretary, and a third teller appointed by the President at the October Board meeting, shall tally the votes.  In the case of a tie, tellers will determine the final selection by lot.  The Membership Secretary will read the tellers’ report at the November Board meeting.  The President will announce the results of

the election.

Candidates receiving the most votes shall be considered elected and assume their Board duties on the following January 1.

Section 7. Unfilled Positions. If there is no nominee for a position at the time the ballots are sent, and votes are received for write-in candidates, and if these candidates have not received a majority of the votes cast, they are not automatically elected.  The President shall recommend an individual to fill the position and present the name to the Board.  A majority vote of the Board shall be required to fill the position.

Section 8. Vacancies.   Board members including those who

resign before assuming office or during their term, and those removed by vote of the Board shall be replaced at the recommendation of the President and with the approval of the Board by individuals who are eligible and willing to serve the remainder of the term.

ARTICLE IV.  WORKING GROUPS AND COMMITTEES

Section 1. Membership Requirements:   All Working Group

Chairs or Co-Chairs, all Chairs of Working Group

Committees, and Chairs of all other Board Committees must be current members of JCMGA.

Section 2.  Working Groups: To organize, facilitate, and implement activities of the Board and this Association, there are established Working Groups with assigned areas of responsibility. Within each Working Group there may be committees and teams to perform specific, related functions. Working Groups report to the Board through their nominated representatives, who are approved at the November Board meeting to take office as of January 1.

Section 3. Budget Committee.  A Budget Committee, chaired by the Treasurer, shall be formed and meet prior to the start of a fiscal year to prepare a proposed budget for the coming year.

Section 4.  Bylaws Committee.  The Bylaws Committee is responsible for reviewing and updating the Bylaws and Policies and Motions of JCMGA, subject to Board approval. The chair of the committee and additional members shall be appointed by the President and confirmed by the Board.

Section 5.  Awards Committee:  The Awards Committee is chaired by the President-Elect.  The committee shall solicit and select nominees for state and local awards.

Section 6. Other Committees:  Special committees may be appointed by the President as needed.

Section 7. Board Committee Terms:  The terms of all Board committees and committee members end with the calendar year and must be reappointed by the President the following year.

ARTICLE V.  FINANCE

Section 1.  The Budget Committee shall be made up of the President, President-Elect, Treasurer, Assistant Treasurer, and other Association members appointed by the President.  The Treasurer shall preside over the Budget Committee meeting(s).

Section 2.  The Budget Committee shall meet for the purpose of preparing a proposed budget for the upcoming year. The Association fiscal year is the calendar year.

Section 3.  The Budget Committee shall make available to each Board member and Board member-elect a proposed budget for the coming year at the December Board meeting.

The proposed budget shall identify all anticipated income and expense, formatted as required for financial reporting by OMGA.  Each line item shall be expanded to explicit subitems where practical.

Section 4.  The Treasurer shall present the Committee’s proposed budget to the Association’s Board of Directors for approval at the January Board meeting.  If not approved the budget will be referred to the Budget Committee for revisions and reconsideration by the Board.

Section 5.  Expenditures over budgeted amounts must be approved by the Board.

Section 6.  The Treasurer or the Assistant Treasurer shall be authorized to disburse funds to meet expenditures of the approved budget or as approved by the Board.

Section 7.  Checks written for over $1,000 must have two authorized signatures by the President or President-Elect, and Treasurer or Assistant Treasurer.

Section 8.  The President shall sign all contracts between the Association and other organizations.  In the absence of the President, the President-Elect is authorized to sign.

ARTICLE VI. AMENDMENTS

These bylaws may be amended and new bylaws adopted at any regular meeting of the Board by a two-thirds vote of the Board members present.  Prior to the adoption of the amendment(s), all Board members shall be given notice at the previous regular meeting of the Board that the proposed amendment(s) is considered.  Once a proposed amendment is approved and incorporated, a copy shall be forwarded to the OMGA Treasurer.

(Bylaws Last Reviewed:  February 2024)

(Bylaws Last Amended:   February 2024)

(Bylaws Last Amended:  Date)

Attachment C.

Policy 1.5         Document Archive & Retention

Policy Statement:

1. An archive of documents relating to the history, formation, and operation of JCMGA shall be made and maintained in a secure location.
2. Archive materials (hard copy and electronic) shall be kept locked at Southern Oregon Research & Extension Center in Central Point, Oregon.
3. Supervision of record retention and record destruction is the responsibility of the elected Archivist.
4. All members of the Board and volunteers will follow records retention guidelines set out in this policy.
5. No officer, director, or volunteer shall knowingly destroy a document with the intent to obstruct or influence an investigation or proper administration of any matter within the jurisdiction of any department or agency of the United States or any state.
6. In the event JCMGA becomes involved in any governmental investigation, audit, or litigation, the further disposal of documents shall be suspended until such time as the Board, with advice of an attorney, determines otherwise. All staff and volunteers shall be notified of the suspension of regular disposal procedures.
7. Archives are available for inspection by JCMGA members upon request.
8. JCMGA shall make available to the public upon request, the Articles of Association, Bylaws, Conflict of Interest policy, Form 990, correspondence with the IRS, and recent financial statements.

Procedure:

The following archival schedule shall be maintained at all times.

Document	Time Retained	Hard Copy	Electronic Copy
OMGA:
Articles of Incorporation	Permanent	X	X
Bylaws	Permanent	X	X
Policies & Motions	Permanent	X	X
501(c)(3) Exemption Approval	Permanent	X	X
JCMGA:
Articles of Association	Permanent	X	X
501(c)(3) Exemption Approval	Permanent	X	X
Bylaws	Permanent	X	X
Policies	Permanent	X	X
Scholarship Agreement with OSU Foundation	Permanent	X	X
Memorandum of Understanding with OMGA, SOREC, and any other entity	Permanent	X	X
Minutes of the Board of Director meetings	Permanent	X	X
Working Group reports to the Board	Permanent		X
Other records of Board, committee, Working Group, or membership actions			X
List of names & addresses of officers & directors	Permanent	X	X
Annual Reports delivered to Secretary of State		X	X
Membership list with name, contact information, and membership date of each member	Permanent	X	X
Annual Board approved budget	Permanent		X
Financial Statements (End of Year)	Permanent	X	X
Bank statements for all accounts	10 Years		X
Cash receipts & disbursement journal	10 Years		X
General financial ledger	10 Years		X
Accounts payable invoices & cash payment vouchers	10 Years		X
Accounts receivable detailed records	10 Years		X
Receipt & use of restricted donations & endowment use	Permanent	X	X
Donor records	10 Years
OMGA Form for IRS Form 990 Submission	Permanent		X
Contracts, leases, property, insurance documentation	10 Years		X
All documentation showing proper handling of conflicts of interest	Permanent	X	X
All documentation on any matter that may become a subject of a lawsuit or claim	Permanent	X	X
Garden Beet Newsletters	Permanent	Prior to 2014	X