Original [Revised and Adopted sometime in the late 1990s (i.e., when Bill Laprade was secretary).]:
BYLAWS
NORTHWEST STONE SCULPTORS ASSOCIATION
[NWSSA Address & phone numbers]
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,
Article I: PURPOSE
NWSSA is a non-profit membership organization serving as a resource for the carving and presentation of stone sculpture. It develops educational opportunities, provides a support system, and facilitates interaction regional, national, and international communities.
Article II: MEMBERSHIP AND DUES
Section 1: Membership
The membership of the Association shall consist of students of stone sculpting, professional stone sculptors, or any persons expressing an interest in stone sculpture. Any persons may be eligible for membership by reason of their interest in the activities and purposes of the Association and their willingness to be bound by the Articles of Incorporation, Bylaws, Policies and Procedures, and by paying annual membership dues. To comply with the above is to qualify 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. Notification of dues will be made to the members ninety (90) days prior to the next fiscal year.
Section 3: Termination of Members
Membership may be terminated, with or without cause, and any properly called Special Meeting of Members or of the Board, upon a two-thirds (2/3) vote for such termination by the members of the Board, as the case may be. If any member is being proposed for termination, notice of such proposed termination will be given to all members with a notice of the meeting thirty (30) days in advance of said meeting. The member involved will be given notice and 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 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 day of the calendar year following the year of 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 server until their successors have been elected and officially taken office, with the exception of the Treasurer, as described in Article IV, Section 1.
Section 4: Elections of Directors
Approximately half of the Directors hall be elected at each annual election by a majority of the votes cast. Nominations for elected Directors will be presented by a Nominating Committee. The annual election of Directors may be conducted by ballot or ins such a manner and such a time as the Board of Directors shall determine. The Nominating Committee should consider the diverse geographic locales and be sensitive to the diverse needs and make-up of the membership. Anyone is eligible to be nominated as a Director provided that the individual is an NWSSA member in good standing.
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, by two-thirds (2/3) of the members attending a meeting called expressly for that purpose. Notice of any proposed Director's removal will be given to the members with a notice of the meeting thirty (30) days in advance of said meeting. The Director involved will be given notice and will be given the opportunity to be present and to be heard at the meeting where his or her removal is being considers. 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 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 objections of the Association.
Article IV: OFFICERS
Section 1: Officers
The elected officers of the Associations shall be President, Vice President, Secretary, and Treasurer, each of who shall be first elected to the Board of Directors. Each officer will serve for a period of one (1) year following his or her elections. The outgoing Treasurer shall retain office until the previous year's financial books are closed. Election of officers shall be by the Board of Directors at the first BOD meeting of each year. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Section 2: Duties of Officers
Section 2a: President
The duties of the President shall be to:
- (1.) 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 and established Policies and Procedures;
- (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.) 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, membership, and any other official NWSSA documents required by law;
- (2.) keep the minutes of the Board of Directors' meetings, Annual Membership Meetings, and any Special Meetings of the Members or Board and with 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.) serve on the Executive Committee.
Section 2d: Treasurer
The duties of the Treasurer shall be to:
- (1.) act as the Association's 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 Directions;
- (4.) review for approval 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 year-end financial report a the Annual Meeting of the Members;
- (6.) serve as chair of the Finance Committee;
- (7.) serve on the Executive Committee.
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. Notice of any proposed Officer's removal will be given to the Board members with a notice of the meeting thirty (30) days in advance of said meeting. The Officer involved will be given 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) in February of each year at a time determined by the Board. Written notice of the Annual Meeting shall be provided to all members in good standing. If the the Annual Meeting in not held in the month designated, the Board shall cause the meeting to held as soon as may be convenient. The business of the Annual Meeting shall be to: review the previous year's activities, officially introduce the new Directors and Officers; review the past year's fiscal report and present the current year's proposed budget; announce amendments made to the Bylaws and/or Articles of Incorporation in the previous year; and present other business information that may be of interest to the membership.
Section 2: Meetings of the Members
The NWSSA shall hold periodic 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. Notice of all Meetings of the Members shall be provided to all members in good standing in a written form through a general-distribution publication.
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 the meeting notice, containing the reasons for the meeting, its time, date, and location, is provided to all members by mail or publication 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 note. Special Meetings of the Members may also be called by the Board upon receipt of a written petition of at lest ten percent (10%) of current members.
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 notice is specifically mentioned elsewhere in the Bylaws, the President, the Secretary, or the Board shall cause to be delivered to each member to vote at the meeting, either personally or by mail, not less that 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 of each year shall be called the Annual Meeting of the Board. The schedule of meetings for the year, including date, location, and time, shall be set at the Annual Meeting of Board, but may be changed by Board as circumstances warrant. A schedule of such meetings shall be made available in written form to all members in good standing through a general distribution publication.
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 b provided to all Directors at least fifteen (15) day in advance of the scheduled 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. 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.
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 kept 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 The New Roberts Rules of Order (ed. M. DeVries).
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 or at any Special Meeting of the Board for that purpose. 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 given 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 Board of Directors or a vote of a majority of the members present at a Special 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 Nortwest Stone Sculptors Assocition which were adopted by a 2/3 vote of the Board of Directiors on ___________
Name, Current Secretary of NWSSA
