In Early 2009 NWSSA revised its bylaws. The entire bylaws with included revisions are available for your review.
Click on the above links to display To displace sections of the BYLAWS
NORTHWEST STONE SCULPTORS ASSOCIATION
A Washington Nonprofit Corporation
Proposed revision - Final Draft Version 1, March 2009
[also see accompanying cover letter]
TABLE OF CONTENTS
- Introduction
- Article I. PURPOSE
- Article II. MEMBERSHIP AND DUES
- Article III. BOARD OF DIRECTORS
- Section 1. General Powers
- Section 2. Directors
- Section 3. Terms of Directors
- Section 4. Elections of Directors
- Section 5. Vacancies of Directors
- Section 6. Removal of Directors
- Section 7. Compensation of Directors
- Section 8. Resignation of Directors
- Section 9. Delegation of Board of Directors' Authority
- Section 10. Conflict of Interest Policy
- Section 11. Access to Records
- Article IV. OFFICERS
- Section 1. Officers
- Section 2. Duties of Officers
- Section 3. Removal of Officers
- Section 4. Vacancy of Officers
- Article V. MEETINGS
- Section 1. Annual Meeting of the Members
- Section 2. Informal Meetings of the Members
- Section 3. Special Meetings of the Members
- Section 4. Quorum of the Members
- Section 5. Notice of Meetings
- Section 6. Board Meetings
- Section 7. Special Meetings of the Board
- Section 8. Quorum of the Board
- Section 9. Minutes
- Section 10. Rules of Order
- Section 11. Meetings by Telephone
- Article VI. STANDING COMMITTEES
- Section 1. Executive Committee
- Section 2. Finance Committee
- Section 3. Nominating Committee
- Article VII. ADMINISTRATIVE PROVISIONS
- Section 1. Books and Records
- Section 2. Accounting Year
- Article VIII. AMENDMENTS TO THE BYLAWS
- Article IX. DISSOLUTION
- CERTIFICATION
Introduction
The Northwest Stone Sculptors Association is herein referred to as NWSSA or the Association. The Bylaws shall guide the Officers and the Board of Directors (BOD, Board, or Directors) in governing the operations and activities of NWSSA. The Association has been incorporated as a nonprofit corporation under the provisions of Chapter 24.03 of the Revised Code of Washington, and will be governed by such Chapter.
Article I. PURPOSE
The purpose of the Association is to nurture the stone-sculpting community in the Pacific Northwest. It achieves this by providing services and volunteer support for community communications and publications, gatherings and events, and educational programs.
Article II. MEMBERSHIP AND DUES
Section 1. Membership
All persons interested in the Purpose and activities of the Association, ready to adhere to the Bylaws, and willing to pay annual dues are eligible for NWSSA membership. Anyone who does so qualifies as a member in good standing.
Section 2. Dues
Dues, payable at a time and in an amount approved by the Board of Directors, shall be collected annually from all members. Members will be notified (by email or postal mail) when dues should be paid at least thirty (30) days before the due date.
Section 3. Termination of Membership
Membership may be terminated, with or without cause, at any properly called Special Meeting or Regular Meeting of Members or of the Board, upon a two-thirds (2/3) vote of those attending for such termination by the members or the Board, as the case may be. If any member is being proposed for termination, all members, including the member involved, will be notified (by email or postal mail) at least thirty (30) days in advance of such a Special Meeting to consider such termination. At the meeting, the involved member will be given the opportunity to be present and to be heard at the meeting where his or her removal is being considered. Members may be represented in person or by proxy and a quorum must be present.
Article III. BOARD OF DIRECTORS
Section 1. General Powers
The management and administration of the affairs of Association shall be managed by a Board of Directors and designated committees.
Section 2. Directors
The Board of Directors shall consist of a minimum of five (5) persons who shall be elected by the membership. The number of Directors may be changed at any time by a majority vote of the Directors at a meeting, called in whole or in part, for that purpose, provided that no decrease in the numbers shall have the effect of shortening the term of any incumbent Director. The Association is committed to a policy of fair representation on the Board of Directors, and does not discriminate on the basis of race, physical handicap, sex, color, religion, sexual orientation or age.
Section 3. Terms of Directors
The term of a Director shall be two years beginning at the first meeting following his or her election. There shall be a consecutive three-term limit, not including any partial terms filled by appointment. Persons may be re-elected to the Board after a one-year sabbatical. Directors shall serve until their successors have been elected and officially taken office.
Section 4. Elections of Directors
Each year, the Board of Directors shall set the time for the annual election and appoint a Nominating Committee (see Art. VI, Sect. 3). The Committee will develop a slate of candidates for the open seats consisting of (1) those eligible BOD members (see Art III, Sect. 3) who wish to be considered for another term and (2) persons recruited from the membership as a whole. The Committee will also see that secret ballots (including voting instructions and spaces for write-in candidates) are mailed to all current members at least thirty (30) days prior to the election (and provided to those members who have not yet voted at the Annual Meeting where the annual election will be held), oversee the ballot count, and announce those candidates receiving the most votes for the open seats as the newly re-elected or elected Directors.
Section 5. Vacancies of Directors
In the event that a BOD position becomes vacant, the BOD will appoint an NWSSA member, selected on the basis of his or her interest in and ability to carry out the mission of the NWSSA, to complete the term provided that the appointment is ratified by the membership at the next election.
Section 6. Removal of Directors
Directors may be removed from office, with or without cause, at any Special Meeting of the Members called expressly for that purpose, by two-thirds (2/3) of those present. Twenty percent (20%) of members shall constitute a quorum. If a Director or Directors are being considered for removal, all members will be notified (by email or postal mail) at least thirty (30) days in advance of such a Special Meeting. At the meeting, the Director(s) involved will be given notice and will be given the opportunity to be present and to be heard at the meeting where the removal is being considered. Members may be represented in person or by proxy and a quorum must be present.
Section 7. Compensation of Directors
No compensation will be paid to members of the Board of Directors for services as a member of the Board. Reasonable expenses may be allowed for out-of-pocket expenses by resolution of the Board.
Section 8. Resignation of Directors
Any Director may resign at any time by delivering written notice to the President or the Secretary, or by giving oral or written notice at any meeting of the Directors.
Section 9. Delegation of Board of Directors' Authority
The Board of Directors may, by resolution, delegate specific authority to a committee of one or more of the Directors or members as it deems necessary or appropriate for carrying out the objectives of the Association.
Section 10. Conflict of Interest Policy
No member of the Board may vote on an issue in which he or she has a direct financial interest that goes beyond recompense of reasonable expenditures for attending BOD meetings or carrying out NWSSA assignments. When such may be the case, the member should immediately alert the BOD of a possible conflict of interest so that, if warranted, he or she may be removed from voting on that issue."
Section 11. Access to Records
Each Director shall have full access to any and all records of the Association and may inspect and make a copy of any record(s), wherever or by whomever they may be held, at any reasonable time. Directors inspecting records remain under the legal duties of loyalty and care to the Association, and use of records or any other information in a manner not in the best interests of the corporation constitutes a breach of such duties. Notwithstanding any other provision for amendment of the Bylaws, this section may be revoked or amended only by unanimous action of all Directors.
Article IV. OFFICERS
Section 1. Officers
The officers of the Association shall be President, Vice President, Secretary, and Treasurer, each of whom must be a member of the Board of Directors. Election of officers shall be by the Board of Directors at the first BOD meeting after the general election. The BOD may not elect one person to hold two or more offices simultaneously. Nor may it elect the same person as Treasurer for more than two (2) consecutive years. Each officer will serve for a period of one (1) year following his or her election. An outgoing Treasurer shall serve as an adviser to the new Treasurer until that calendar year's financial books are closed. If one or the other of these restrictions makes it impossible to fill all offices, the Board may authorize an exception by unanimous vote of those present.
Section 2. Duties of Officers
Section 2a. President
The duties of the President shall be to:
(1) Oversee notification of and preside over the meetings of the Board and Membership;
(2) Execute, on behalf of NWSSA, all legal documents, with BOD approval, pertaining to NWSSA business;
(3) Authorize checks in the absence of the Treasurer;
(4) Ensure that the Association abides by its Bylaws;
(5) Chair the Executive Committee.
Section 2b. Vice-President
The duties of the Vice-President shall be to:
(1) Assume the powers and functions of the President in the absence, resignation, removal, or disability of the President;
(2) Authorize checks in absence of the Treasurer and President;
(3) Serve on the Executive Committee.
Section 2c. Secretary
The duties of the Secretary shall be to:
(1) Oversee the keeping of records of meetings, policies, activities, and any other official NWSSA documents required by law;
(2) Take minutes of the Board of Directors' meetings, Annual Membership Meetings, and any Special Meetings of the Members or Board and within thirty (30) days after a meeting, provide the Board of Directors with a copy of the minutes including a list of motions made and the voting results,
(3) At the Annual Membership Meeting and any Special Meeting, use the list of current paid members provided by the Treasurer to check that a quorum is present and any requirements for majorities are satisfied;
(4) Serve on the Executive Committee.
Section 2d. Treasurer
The duties of the Treasurer shall be to:
(1) See that the Association has a registered agent for the State of Washington;
(2) Monitor financial conditions and budgetary performance of the Association, recommending modifications as needed;
(3) Be the custodian for all NWSSA funds, and disburse such funds as directed by the Board of Directors;
(4) Confer with the Board regarding the fiscal advisability of all actions and policies with major financial implications;
(5) Maintain all current financial records of NWSSA, presenting a report to the BOD at each meeting, and written financial report for the preceding twelve months at the Annual Meeting of the Members;
(6) Oversee the maintenance of a list of current paid members;
(7) Serve as chair of the Finance Committee;
(8) Serve on the Executive Committee;
(9) Present a budget for the upcoming fiscal year to the Board for approval;
(10) Acknowledge all donations to the Association.
Section 3. Removal of Officers
Any Officer elected or appointed by the Board may be removed from office by the Board whenever, in its judgment, the best interests of NWSSA would be served thereby. An affirmative vote of two-thirds (2/3) of the BOD is required for passage. If an Officer is being considered for removal, all Board members will be notified (by email or postal mail) of the meeting when the issue will be taken up at least thirty (30) days in advance of said meeting. The Officer involved will be given thirty (30) days notice and will be given the opportunity to be present and to be heard at the meeting where her or his removal from office is being considered.
Section 4. Vacancy of Officers
In the event of a vacancy of the President, the Vice-President shall become President. In the event of any other vacancy, the Board shall elect a successor to fill the unexpired term. A vacancy in any office created by the death, resignation, removal, disqualification, or creation of a new office or any other cause shall be filled by the Board.
Article V. MEETINGS
Section 1. Annual Meeting of the Members
The NWSSA shall hold an Annual Meeting of the Members (Annual Meeting) at a time determined by the Board. All members will be notified (by email or postal mail) of its date at least thirty (30) days in advance of the meeting. The Annual Meeting's agenda will include, but not be limited to
(1.) Reviewing the current year's activities;
(2.) Concluding the annual election of Directors;
(3.) Reviewing the fiscal report for the preceding twelve months;
(4.) Discussing the Association's financial health;
(5.) Announcing any amendments made to the Bylaws in the previous year;
(6.) And presenting other business information that may be of interest to the membership.
Section 2. Informal Meetings of the Members
The NWSSA may occasionally hold informal Meetings of the Members at dates and locations to be determined by Board. These meetings are of an informal nature and may be educational or informational. Information about such meetings will be provided by email, word of mouth, and, when possible, posting on the NWSSA's web site.
Section 3. Special Meetings of the Members
Special Meetings of the Members may be called by the President or by twenty-five percent (25%) of the Board of Directors, provided that all members are notified (by email or postal mail) of the reasons for the meeting, its time, date, and location at least fifteen (15) days prior to the scheduled meeting. The business of the Special Meeting of the Members shall be limited to those subjects identified in the notice. Special Meetings of the Members shall also be called by the Board upon receipt of a written petition of at least ten percent (10%) of current members. (Note: For the notice requirements for Special Meetings devoted to terminations and removals, see Art. II, Sect. 3, Art III, Sect. 6, and Art IV, Sect 3.)
Section 4. Quorum of the Members
Twenty percent (20%) of members in good standing in attendance at the Annual Meeting or Special Meeting of the Membership shall constitute a quorum.
Section 5. Notice of Meetings
Unless the Bylaws otherwise specify responsibility for notifying members of meetings, the President shall see that all members entitled to vote at the meeting, either personally or by post, are notified (by email or postal mail), sent not less than fifteen (15) nor more than fifty (50) days before a meeting, notice of that meeting.
Section 6. Board Meetings
The Board of Directors shall meet at locations, dates, and times to be determined by the Board for the transaction of ongoing business. The first meeting after the annual election shall be called the Annual Meeting of the Board.
Section 7. Special Meetings of the Board
Special meetings of the Board may be called by twenty-five percent (25%) of the Board. Due notice of the date, time, and place shall be provided to all Directors at least fifteen (15) days in advance of the scheduled meeting, except in the event of an emergency meeting. Special Meetings of the Board may be called upon receipt of a written petition of at least ten percent (10%) of current members for any purpose stated, but twenty percent (20%) of the current members if to amend the Bylaws. [See Article VIII.] In the case of a Special Meeting of the Board, petitioned by members, the membership shall be notified of such a meeting at least fifteen (15) days in advance of the scheduled meeting. Emergency meetings may be held when failure to take immediate action would be likely to result in injury or substantial loss of property. Emergency meetings may decide only measures essential to resolving an emergency and which cannot wait for a special meeting to be called. Notice of emergency meetings shall be such as is practicable under the circumstances.
Section 8. Quorum of the Board
A quorum of the Board is a simple majority of the current Directors and is required for the transaction of business at regular and special meetings.
Section 9. Minutes
Minutes of each Board, Annual or Special Meeting shall be taken by the Secretary or his or her designee and, when approved by the BOD or members, entered into the permanent record of the NWSSA.
Section 10. Rules of Order
The business of all meetings shall be conducted according to Henry M. III Robert et al., Robert's Rules of Order Newly Revised In Brief
Section 11. Meetings by Telephone
Members of the Board may participate in meetings by means of a conference telephone, speaker phones, or similar communications equipment so that all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence of the person at a meeting.
Article VI. STANDING COMMITTEES
Section 1. Executive Committee
The Executive Committee of the Board shall be chaired by President and be comprised of the President, Vice-President, Secretary, and Treasurer
Section 2. Finance Committee
The Finance Committee shall be chaired by the Treasurer. The Finance Committee shall consist of the Treasurer and at least one other Director.
Section 3. Nominating Committee
The Nominating Committee shall consist of at least two Directors and shall be chaired by a member in good standing.
Article VII. ADMINISTRATIVE PROVISIONS
Section 1. Books and Records
The Association shall keep at its principal office copies of its current Articles of Incorporation, Bylaws, current Policies and Procedures; copies of past year-end financial statements; minutes of Annual and Board Meetings; and research copies of all past newsletters. All books and records shall be open at any reasonable time to inspection by any member.
Section 2. Accounting Year
The account year of the Association shall be the twelve (12) months ending December.
Article VIII. AMENDMENTS TO THE BYLAWS
These Bylaws may be amended and/or repealed at any regular meeting of the Board of Directors, at any Special Meeting of the Board for that purpose, by the Members at a Special Meeting, or by the Members at an Annual Meeting. A Special Meeting of the Members, for the purpose of making amendments to the Bylaws, may be called upon receipt by the BOD of a petition of at least twenty percent (20%) of current members.
Written notice of proposed amendments must be sent to each member and each Director at least thirty (30) days prior to said meeting. All members are encouraged to attend and provide input at any such meeting where potential amendments to the Bylaws may be made. An affirmative vote of two-thirds (2/3) of the Directors attending, a quorum being present, or a vote of a majority of the members present at a Special Meeting of the Members or at the annual meeting of the Members is required for passage, a quorum being present. All amendments to the Bylaws shall be provided to the membership as soon as possible, or within three (3) months, through a general-distribution publication and at the Annual Meeting of the Members. The Board or the members may amend only such provisions as may lawfully be altered.
Article IX. DISSOLUTION
Upon the dissolution of the Association and after payment or provision for payment all liabilities of the Association, the BOD will dispose of all of the assets of the Association exclusively for the purpose of the recipient corporations or associations that are qualified as tax-exempt organizations under section 501(c)(3) of the Internal Revenue code. Any assets not so disposed of will be disposed by a court of jurisdiction in the county in which the principal office of the Association is located.
CERTIFICATION
The undersigned certifies that the foregoing is an exact copy of the Bylaws of the Northwest Stone Sculptors Association which were adopted by a 2/3 vote of the Board of Directors on ___________, _____.
_______________________________________
Name,
Secretary of NWSSA
