St. Petersburg Woodcrafters Guild, Inc. By-Laws

Transcription

1 St. Petersburg Woodcrafters Guild, Inc. By-Laws Article 1 Name & Purpose Section 1 Name: The name of the organization shall be St. Petersburg Woodcrafters Guild, Inc. It shall be a non-profit corporation incorporated under the laws of the State of Florida and qualified under Section 501(c)(3) of the federal Internal Revenue Code, as amended. Section 2 Purpose: The purpose of the St. Petersburg Woodcrafters Guild, Inc. (hereafter the Guild ) is to promote and perpetuate the craft of woodworking, in all its varieties, through education, outreach and community service. No part of the net earnings of the Guild shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Guild shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes. The property of the Guild is irrevocably dedicated to promoting the craft of woodworking, in all its varieties, through education, outreach and community service and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer, or member thereof, or to the benefit of any private individual. No substantial part of the activities of the Guild shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Guild shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Guild shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the Guild.

2 Upon the dissolution of the Guild, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Article 2 Membership Section 1 Eligibility for membership: Application for membership shall be open to any current resident of the United States who supports the purpose statement in Article 1 Section 2. Membership is granted upon completion and receipt of a membership application and payment of annual dues. Section 2 Membership Term: Members shall have a term of one calendar year. Section 3 Membership Continuation: Members may continue their membership by paying the annual dues for each calendar year. Section 4 - Annual Dues: The amount required for annual dues shall initially be $35. Such amount may be changed by a majority vote of the members at a regularly scheduled meeting. Section 5 Rights of Members: Each member shall have the right to vote on such resolutions as may be properly before the Guild at a scheduled meeting. Section 6 Resignation and Termination of Membership: Any member may resign by filing a written resignation with the Secretary. A member s membership may be terminated by a majority vote of the board at a regularly scheduled meeting. Neither Resignation nor Terminations shall relieve a member of an obligation to pay accrued and unpaid dues or other amounts properly owed to the Guild. Section 7 Non-voting membership: The Board of Directors shall have the authority to establish and define non-voting categories of membership. Article 3

3 Member Meetings Section 1 Regular Meetings: Regular meetings of the members shall be held monthly, at a time and place designated by the President. Section 2 Annual Meetings: An annual meeting of the members shall take place in the month of November, the specific date, time and location of which shall be designated by the President. At the annual meeting members shall elect directors and officers and engage in such other activities as may be properly on the agenda. Section 3 Special Meetings: Special meetings may be called by the President or a simple majority of the Board of Directors. Section 4 Notice of Meetings: Notice of the annual and monthly regular meetings shall be published at least annually in the Guild newsletter and distributed electronically or by mail prior to each meeting or by such other means as may, from time to time, be appropriate. Notice of changes to the date, time or location of any regular meeting or notice of the date, time and location of any special meeting shall be provided to members by an appropriate means at least two weeks prior to the new date of a regular meeting or scheduled date of a special meeting. Section 5 Quorum: The members present at any properly announced regular, annual or special meeting shall constitute a quorum. Section 6 Voting: All matters to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place. Article 4 Board of Directors Section 1 Board: The Board of Directors is responsible for the overall direction and policies of the Guild. The Board of Directors delegate responsibility for the day-to-day operations to the Officers and such Committee chairs as may properly exist from time to time.

4 Section 2 Board Size and Composition: The Board of Directors shall consist of at least five but not more than nine individuals. The Board of Directors shall be composed of the President, Vice President, Treasurer, Secretary and Treasurer, one additional member of the Guild and such other individuals as the members may approve at an annual meeting. Section 3 Board Compensation: Those serving on the Board of Directors shall receive no compensation, other than the reimbursement of approved, reasonable expenses incurred on behalf of the Guild. Section 4 Terms: The initial Directors shall serve from the date of incorporation through December 31 of the year of incorporation. Thereafter Directors shall serve for one calendar year. No Director may serve more than three, consecutive, full calendar year terms. Section 5 Board Elections: The Nominating Committee shall develop a slate of candidates for the Board of Directors and present such slate at least one month prior to the annual meeting. Members may nominate additional candidates for the Board of Directors at the annual meeting provided the member nominated is present at the annual meeting to accept the nomination. Directors shall be elected by a simple majority of the members present at the annual meeting. Section 6 Board Meetings: The Board of Directors shall meet at such times and locations as the President may select but no less frequently than quarterly. An annual schedule of Board of Directors meetings may be published in the Newsletter. Such publication shall constitute adequate notice to the Directors and members. Notice of changes to an annual meeting schedule must be mailed or communicated electronically to the Directors with at least a two business day notice. Any member may attend any Board of Directors meetings but only Directors may vote at such meetings. A quorum of the Board of Directors shall consist of at least one half of the Directors then serving. Special meetings may be called by the President or by half of the Directors acting in concert. Notice of such special meetings must be provided by mail or electronically to all members at least one week in advance of the special meeting.

5 Section 7 Vacancies: When a vacancy of the Board of Directors exists, mid-term nominations to fill the vacancy may be made by any member at the next regular meeting. Any member so nominated must be present at the meeting to accept the nomination. The vacancy shall be filled by a simple majority of members present and voting to fill the vacancy. The term of any Director elected hereunder shall be limited to the remaining term of the previous Director. The President may appoint any member to serve as a director for the period beginning with the event creating the vacancy and ending with the mid-term election. Section 8 Resignation, Termination and Absences: Resignation from the board must be in writing and received by the Secretary. Any Director whose membership is terminated shall also be terminated from the Board of Directors. A Director may be terminated from the Board of Directors if the Director has more than two unexcused absences from board meetings during a calendar year. A Director may be removed from the Board of Directors for reasonable cause by a three fourths majority of the remaining Directors. Article 5 Officers Section 1 Titles and Duties: The Guild shall have four Officers all of whom shall also be Directors: President, Vice President, Secretary and Treasurer. Their duties are as follows: A. President: Serves as the chair of all member and Board of Directors meetings and assumes such duties and responsibilities as the Board of Directors may assign from time to time. B. Vice President: Serves as a Director and assumes such duties and responsibilities as the President or Board of Directors may assign from time to time. C. Secretary: Serves to keep Guild corporate records, minutes of board and member meetings, provide meeting notices, make annual regulatory

6 filings and such other duties and responsibilities as the President or Board of Directors may assign from time to time. D. Treasurer: Serves to maintain custody of all Guild financial assets, keep all financial and tax records, collect Guild receipts and make authorized disbursements, prepare Guild financial statements, provide such accountings as the Board of Directors may require and such other duties and responsibilities as the President or Board of Directors may assign from time to time. Section 2 - Officer Compensation: Those serving as Officers shall receive no compensation, other than the reimbursement of approved, reasonable expenses incurred on behalf of the Guild. Section 3 Term: The initial Officers shall serve from the date of incorporation through December 31 of the year following incorporation. Thereafter Officers shall serve for one calendar year. No Officer may serve for more than three, consecutive, full calendar year terms. Section 4 Vacancies: When there is a vacancy in an office, mid-term nominations to fill the vacancy may be made by any member at the next regular meeting. Any member so nominated must be present at the meeting to accept the nomination. The vacancy shall be filled by a simple majority of members present and voting to fill the vacancy. The term of any officer elected hereunder shall be limited to the remaining term of the previous officer. The President may appoint any member to serve as an officer for the period beginning with the event creating the vacancy and ending with the mid-term election. Section 5 Resignation, Termination and Absences: Resignation from the board must be in writing and received by the Secretary. Any officer whose membership is terminated shall also be terminated as an officer. An officer may be terminated from their office if the officer has more than two unexcused absences from board meetings during a calendar year. An officer may be removed for reasonable cause by a three fourths majority of the remaining Directors.

7 Article 6 Committees Section 1 Nominating Committee: At least two months prior to the annual meeting the President shall appoint a member to chair the Nominating Committee. The Nominating Committee chair may then select at least two but not more than four additional members to serve on the Nominating Committee. No more than two members of the Nominating Committee, including the chair, may be members of the then current Board of Directors. Section 2 Other Committees: The Board of Directors may create such committees as may be appropriate from time to time. Article 7 Amendments Section 1 Amendments: These bylaws may be amended when necessary by a two-thirds majority vote of the members in attendance at a regularly scheduled, annual or special meeting. Proposed amendments must be sent to the Secretary and published in the Guild newsletter, on its web site or in such other manner as may, from time to time be appropriate at least one month prior to the regular meeting at which the proposal will be considered. The undersigned certifies the foregoing represents the Guild By Laws adopted by at the meeting on the day of, Secretary Date