Wodoturners Guild of North Carolina
Approved by the Board of Directors
September 27, 2000
Approved by the Membership
October 12, 2000
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.
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.
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.
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.
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.
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.
The fiscal year of the Association shall be the calendar year.
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.
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.
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.
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.
Section A, Board of Directors
Directors may be terminated by death, resignation, or action of the membership.
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.
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.
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.
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.
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.
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.
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.