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Bylaws
Of the
Wodoturners Guild of North Carolina
Approved by the Board of Directors
September 27, 2000
Approved by the Membership
October 12, 2000
Article I
Name
The name of the Association shall be Woodturners Guild of North
Carolina; is an official chapter of the American Association of
WoodTurners; was established March 4, 1992; and is a nonprofit
corporation in the state of North Carolina. It shall generally be
recognized as and called, WoodTurners Guild; and may be referred to in
these Bylaws simply as the WGNC or the Association.
Article II
Time and Location of Meetings
Regular meetings of the WGNC
shall be held on the second Thursday of each month at the time and
location determined by the Board of Directors and announced in the
Newsletter or by direct mail.
Article III
Purpose
The purpose of the WGNC is to promote woodturning education of the
membership and the general public and to generate a broader
understanding of woodturning as an art form. The chapter provides a
meeting place for members and guests to share ideas and techniques on
woodturning, and display their work to their fellow members, and to
encourage membership in, and give support to, the American Association
of WoodTurners.
Article IV
Relationship to the American Association of WoodTurners
The WGNC became a chapter of the
American Association of WoodTurners, Inc., March 4, 1992 and shall
support and participate in the activities of that Association. However,
the American Association of WoodTurners, Inc. and its Board of
Directors shall have no legal or financial responsibility in the
affairs of The Woodturners Guild of North Carolina or its Board of
Directors.
Article V
Membership
Membership in the WGNC shall be open to all person_s eighteen years
of age or older and shall not be limited to residents of the State of
North Carolina. Membership shall be contingent upon the payment of dues
as provided for in Article VI of the By-laws. All persons soliciting
membership must be members of the American Association of WoodTurners.
Article VI
Dues
All members shall pay dues in
such amount and in such manner as recommended by the Board of Directors
and approved by the membership. Dues shall be paid annually and shall
be due on or before the first meeting of the Chapter each year.
Dues for members joining during the year shall be pro-rated quarterly.
Members who do not pay their dues by the first meeting in March shall
be considered to have dropped their membership. Such persons must pay
the full annual dues in order to re-instate their membership for the
current year except in case of extenuating circumstances as determined
by the Board of Directors.
Article VII
Fiscal Year
The fiscal year of the Association shall be the calendar year.
Article VIII
Quorum
Section A, General Business
The members present at any
meeting shall constitute a quorum. All business shall be carried by a
simple majority of that quorum except for the election of Directors and
the amending of these Bylaws.
Section B, Election of Directors and Amending of the By-Laws
The entire membership shall be
afforded the opportunity to vote on Directors and amendments to these
Bylaws either in person, by mail-in ballot received by the Secretary on
or before the designated meeting, or by proxy except that mail-in
ballots will not be sent out in uncontested elections. The vote will be
carried by a simple majority of the votes cast.
Section C, Proxies
A member who cannot attend a
meeting and who chooses to give a proxy to another member must do so
prior to the meeting and such proxy must be filed in a Book of Records.
No proxy may be given to anyone other than another member.
Article IX
Board of Directors
Section A, Powers
The Board of Directors shall be
the governing body of the Association and shall have all powers
necessary to conduct the business of the Association, which are
consistent with these Bylaws, except as otherwise provided for in these
Bylaws. The Board of Directors shall nominate Directors and shall
appoint Officers and all committees and special positions as may be
required. The Board of Directors shall have the power to abolish any
committee or special position.
Section B, Number and Manner of Election
The Board of Directors shall
consist of six Directors elected by the membership and four Officers
appointed by the Board. Directors will be elected by a simple majority
of the votes cast at the November meeting of each year, or at a special
meeting called for that purpose, from the slate
Nominated by the Board of
Directors plus any nominations received from the floor. All Director
candidates must be contacted prior to being nominated to obtain their
agreement to serve if elected. Board and floor nominations will be made
at the October meeting, or at a special meeting called for that
purpose. Newly elected Directors will be installed at the December
meeting or at a special meeting called for that purpose.
Section C, Term of Office
Each Director is elected to
serve a term of three years. Each year three Directors, who have
completed a three-year term, will retire and be replaced by newly
elected Directors at the regular meeting in November. No Director may
serve more that two complete consecutive terms. If a Director is
elected to fill an interim vacancy of less than eighteen months, that
Director will be eligible for two additional consecutive three -year
terms. If elected to fill an interim vacancy of more than eighteen
months that Director will be eligible for only one additional
three-year term. The Secretary shall record the term of each Director
and advise the Board which Director_s term expires each year. This
information shall be published in the newsletter.
Article X
Officers
Section A, Number
The Association shall have a total of four officers: President; Vice-President; Secretary and Treasurer.
Section B, Method of Election
Officers shall be appointed by
the Board of Directors and shall be announced to the membership at the
December meeting, If a vacancy occurs during the fiscal year the
appointment shall be announced at the next regular meeting. The Board
may appoint any member in good standing as an Officer.
Section C, Term of Office
All officers shall serve for one
year (Jan-Dec) and shall be eligible for re-appointment each year
except the President who may not serve more than two consecutive terms.
Section D, Powers and Responsibilities of the President
The President shall be the chief
executive officer of the Association; shall Chair all regular meetings
and meetings of the Board of Directors; together with other officers of
the Association specifically designated by the Board for that purpose,
be authorized to make deposits and withdrawals of the Association_s
funds for Association purposes; shall have the power to enter into and
sign contracts in the name of the Association whenever the Board of
Directors authorizes such contracts; coordinate contact with all
persons who have business with the Association and serve as liaison
with the American Association of WoodTurners and other organizations;
establish short and long term goals for the Association; write a
monthly message for the Association newsletter; and, coordinate
Association events such as Gallery exhibitions, sales and workshops.
Section E, Powers and Responsibilities of the Vice-President
The Vice-President shall have
all the powers and responsibilities of the President in the absence of
the President. Shall coordinate programs, making sure there is a
woodturning demonstration or other educational experience related to
woodturning at each monthly meeting and provide equipment to support
the program; and, assist the President in coordinating special events.
Section F, Powers and Responsibilities of the Secretary
The Secretary shall attend and
keep minutes of all meetings of the Association, its officers and its
Board of Directors. These records shall be kept in a Book of Records.
The Secretary shall also coordinate the writing and distribution of the
chapter newsletter; submit A Statement of Change of Registered Office
and/of Agent to the State of North Carolina at the beginning of the
term of the president as described in the North Carolina Nonprofit
Corporation Guidelines and file an annual report for the corporation as
described in the North Carolina Nonprofit Corporation Guidelines.
In addition, the Secretary shall
maintain records of proxy votes and election results; and, shall
maintain a list of the expiration date of each Director_s tern of
office.
Section G, Powers and Responsibilities of the Treasurer
The Treasurer shall be
responsible for handling, depositing, and accounting of all funds of
the WGNC; and shall provide a quarterly report of all receipts,
disbursements, and monies on deposit.
Such reports will be made a part
of the Book of Records. A Treasures report will be published quarterly
in the Newsletter. The treasurer shall also maintain the membership
list and monitor dues payment according to Article VI.
Section H, Executive Committee
The Officers shall constitute an Executive Committee and may meet from
time to time separately from the whole Board for the purpose of
planning, preparing proposals, and such other activity as they deem
necessary, for consideration by the whole Board. No decisions of the
Executive Committee shall be binding until approved by the whole Board.
The President shall determine when and where Executive Committee
meetings are to be held.
Article XI
Manner of Action
The President shall, from
time to time, call meetings of the Board of Directors to review, plan
and conduct the business of the Association including proposals
presented by the Executive Committee,
Board meetings shall be
scheduled at a minimum of once a quarter. Board meetings will be held
at the discretion of the President upon reasonable notice. The
Secretary will notify all Officers and Directors who are expected to
attend. All business shall be carried by a simple majority of the
Board. Directors and Officers not present may be contacted by phone for
their vote, if required. The President shall vote only in case of a tie.
Article XII
Terminations
Section A, Board of Directors
Directors may be terminated by death, resignation, or action of the membership.
(1) Death
In the event of the death or
incapacity of a Director the Board shall nominate a replacement who,
after having been approved by the membership, will fulfill the
remainder of that Director_s term. At the completion of the interim
term the replacement Director shall be eligible for re-election to the
Board in accordance with Article IX, Sections B and C of these By-laws.
(2) Resignation
A Director may resign from
office by submitting a letter to the Board of Directors. Unless
otherwise stated in the letter the resignation shall become effective
upon receipt of the letter by the Board of Directors. Replacement shall
be as provided in paragraph (1) of this section.
(3) Termination by Action of the Membership
A Director may be terminated for malfeasance, misfeasance, or nonfeasance
by a majority vote of the
members present at any regular meeting, or a special meeting called for
that purpose, upon the recommendation of the Board of Directors or a
petition signed by 10 members. Replacement shall be as provided in
paragraph (1) of this section.
Section B, Officers
Termination of Officers shall be at the pleasure of the Board for just
cause. Replacement shall be as provided for in Article X, Section B.
Replacements will serve out the balance of the current term of office.
Article XIII
Property, Equipment and Supplies
Section A, Real Property
When authorized to do so by a
simple majority of the membership present at any regular meeting or
special meeting called for that purpose, the Board of Directors may
purchase, sell, or otherwise dispose of real property in the name of
the Association.
Section B, Equipment
Equipment shall be understood to
be machinery, tools, jigs, fixtures, benches, tables, chairs,
audio/video equipment, or other such items that are to be used by the
Association. The Board of Directors may purchase, sell, of otherwise
dispose of, in the name of the Association, any equipment valued at,
but not exceeding, $1000.00 without prior authorization of the
membership. Authorization for transactions exceeding $1000.00 shall be
by two-thirds (2/3)-majority vote of the membership present at any
meeting of the Association.
Section C, Supplies
Supplies shall be understood as
consumable items to be used by the Association and/or items for resale
or raffle. The Board of Directors may purchase, sell, or otherwise
dispose of any supplies valued at, but not exceeding, $500.00 without
prior authorization by the membership. Authorization for transactions
exceeding $500.00 shall be the same as for equipment.
Section D, Use of Property or Equipment
The Board of Directors shall regulate and/or restrict the use of any property or equipment belonging to the Association.
Article XIV
Liquidation upon Dissolution
No part of the assets of
the Association shall inure to the benefit of any Officer, Director, or
member of the Association. Upon dissolution of the Association, the
assets of the Association shall be distributed to another
organization(s) whose purposes are substantially similar to the
purposes for which this organization was organized, after due
provisions have been made for the satisfaction of all liabilities and
obligations of the Association.
Article XV
Statement of Incorporation
On March 29, 1995, the
State of North Carolina granted The Triangle WoodTurners of North
Carolina a non-profit charter, and Articles of Incorporation were filed
in the Public Records of the State of North Carolina. From this date
forward, The Triangle WoodTurners of North Carolina shall be subject to
the provisions and restrictions of the Charter. If ever the Bylaws of
the Association are found to be in conflict with the provisions and
restrictions of the Charter, the Charter shall prevail.
Article XVI
Amendments
These Bylaws may be
amended from time to time by the Membership. In any case, all members
shall have been given notice of such proposed amendment(s) no less than
ten (10) days prior to the meeting at which such amendment(s) will be
considered and all provisions for proxies and mail-in ballots shall
have been given. Corrections and clarifications made to these Bylaws
shall not be considered as amendments.
Article XVII
Policy Statements
From time to time the
Board of Directors will develop and approve Policy Statements governing
the affairs of this organization. These Policy Statements, to be
considered in force, will be reduced to writing, signed, dated and
attached to these By-Laws. The Board may at its discretion modify or
rescind any Policy Statement. Such action will be reflected in the
minutes of the Board. All such policies shall be consistent with the
intent of Article IX, Section A of these bylaws.
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